Cover
Cover - shares | 3 Months Ended | |
Mar. 31, 2024 | May 06, 2024 | |
Cover [Abstract] | ||
Document Type | 10-Q | |
Amendment Flag | false | |
Document Quarterly Report | true | |
Document Transition Report | false | |
Document Period End Date | Mar. 31, 2024 | |
Document Fiscal Period Focus | Q1 | |
Document Fiscal Year Focus | 2024 | |
Current Fiscal Year End Date | --12-31 | |
Entity File Number | 001-36581 | |
Entity Registrant Name | Notable Labs, Ltd. | |
Entity Central Index Key | 0001603207 | |
Entity Incorporation, State or Country Code | L3 | |
Entity Address, Address Line One | 320 Hatch Drive | |
Entity Address, City or Town | Foster City | |
Entity Address, State or Province | CA | |
Entity Address, Postal Zip Code | 94404 | |
City Area Code | (415) | |
Local Phone Number | 851-2410 | |
Title of 12(b) Security | Ordinary Shares, par value NIS 0.35 per share | |
Trading Symbol | NTBL | |
Security Exchange Name | NASDAQ | |
Entity Current Reporting Status | Yes | |
Entity Interactive Data Current | Yes | |
Entity Filer Category | Non-accelerated Filer | |
Entity Small Business | true | |
Entity Emerging Growth Company | false | |
Entity Shell Company | false | |
Entity Common Stock, Shares Outstanding | 9,018,261 |
Condensed Consolidated Balance
Condensed Consolidated Balance Sheets - USD ($) $ in Thousands | Mar. 31, 2024 | Dec. 31, 2023 |
Current assets: | ||
Cash and cash equivalents | $ 8,171 | $ 11,825 |
Prepaid expenses and other current assets | 3,544 | 3,645 |
Total current assets | 11,715 | 15,470 |
Property and equipment, net | 279 | 316 |
Finance lease right-of-use assets, net | 317 | 337 |
Operating lease right-of-use assets | 1,581 | 1,694 |
Investment in SAFE | 1,500 | 1,500 |
Other assets | 206 | 224 |
Total assets | 15,598 | 19,541 |
Current liabilities: | ||
Accounts payable | 1,522 | 1,755 |
Accrued expenses and other current liabilities | 434 | 418 |
Accounts payable and accrued expenses - related parties | 22 | 42 |
Finance lease liabilities, current | 79 | 78 |
Operating lease liabilities, current | 456 | 445 |
Total current liabilities | 2,513 | 2,738 |
Finance lease liabilities, net of current amount | 243 | 263 |
Operating lease liabilities, net of current amount | 1,145 | 1,263 |
Warrant liability | 152 | 163 |
Total liabilities | 4,053 | 4,427 |
Commitments and contingencies | ||
Shareholders’ equity | ||
Ordinary shares, NIS 0.35 par value, 34,285,714 shares authorized as of March 31, 2024 and December 31, 2023 and 9,018,261 issued and outstanding as of March 31, 2024 and December 31, 2023 | 788 | 788 |
Additional paid-in capital | 96,656 | 96,524 |
Accumulated deficit | (86,074) | (82,308) |
Accumulated other comprehensive income | 175 | 110 |
Total shareholders’ equity | 11,545 | 15,114 |
Total liabilities and shareholders’ equity | $ 15,598 | $ 19,541 |
Condensed Consolidated Balanc_2
Condensed Consolidated Balance Sheets (Parenthetical) - ₪ / shares | Mar. 31, 2024 | Dec. 31, 2023 |
Statement of Financial Position [Abstract] | ||
Common stock, par value | ₪ 0.35 | ₪ 0.35 |
Common stock, shares authorized | 34,285,714 | 34,285,714 |
Common stock, shares issued | 9,018,261 | 9,018,261 |
Common stock, shares outstanding | 9,018,261 | 9,018,261 |
Condensed Consolidated Statemen
Condensed Consolidated Statements of Operations and Comprehensive Loss (Unaudited) - USD ($) $ in Thousands | 3 Months Ended | |
Mar. 31, 2024 | Mar. 31, 2023 | |
Income Statement [Abstract] | ||
Services revenue | $ 1 | |
Cost of services | ||
Gross profit | 1 | |
Operating expenses | ||
Research and development | 1,550 | 1,596 |
General and administrative | 2,289 | 3,923 |
Total operating expenses | 3,839 | 5,519 |
Loss from operations | (3,838) | (5,519) |
Other income (expense), net | ||
Change in fair value of SAFEs | (1,865) | |
Change in fair value of warrant liability | 11 | 1,096 |
Other income | 61 | 16 |
Total Other income (expense) | 72 | (753) |
Net loss | (3,766) | (6,272) |
Other comprehensive income | ||
Change in foreign currency translation adjustment | 65 | |
Comprehensive loss | $ (3,701) | $ (6,272) |
Net loss per share basic | $ (0.42) | $ (6.46) |
Net loss per share diluted | $ (0.42) | $ (6.46) |
Weighted-average common shares outstanding basic | 9,018,261 | 970,192 |
Weighted-average common shares outstanding diluted | 9,018,261 | 970,192 |
Condensed Consolidated Statem_2
Condensed Consolidated Statements of Changes in Redeemable Convertible Preferred Stock and Shareholders' Equity (Deficit) (Unaudited) - USD ($) $ in Thousands | Preferred Stock [Member] Redeemable Convertible Preferred Stock [Member] | Ordinary Shares [Member] | Common Stock [Member] | Additional Paid-in Capital [Member] | Retained Earnings [Member] | AOCI Attributable to Parent [Member] | Total |
Temporary equity, balance, shares at Dec. 31, 2022 | 464,321 | ||||||
Temporary equity, balance at Dec. 31, 2022 | $ 35,352 | ||||||
Balance at Dec. 31, 2022 | 35,352 | $ 15 | $ 34,061 | $ (71,044) | $ (36,968) | ||
Balance, shares at Dec. 31, 2022 | 970,192 | ||||||
Share-based compensation expense | 116 | 116 | |||||
Net loss | (6,272) | (6,272) | |||||
Net loss | (6,272) | ||||||
Temporary equity, balance, shares at Mar. 31, 2023 | 464,321 | ||||||
Temporary equity, balance at Mar. 31, 2023 | $ 35,352 | ||||||
Ending balance, value at Mar. 31, 2023 | $ 35,352 | $ 15 | 34,177 | (77,316) | (43,124) | ||
Balance, shares at Mar. 31, 2023 | 970,192 | ||||||
Balance at Dec. 31, 2023 | $ 788 | 96,524 | (82,308) | 110 | 15,114 | ||
Balance, shares at Dec. 31, 2023 | 9,018,261 | ||||||
Share-based compensation expense | 132 | 132 | |||||
Net loss | (3,766) | 65 | (3,701) | ||||
Net loss | (3,766) | ||||||
Ending balance, value at Mar. 31, 2024 | $ 788 | $ 96,656 | $ (86,074) | $ 175 | $ 11,545 | ||
Balance, shares at Mar. 31, 2024 | 9,018,261 |
Condensed Consolidated Statem_3
Condensed Consolidated Statements of Cash Flows (Unaudited) - USD ($) $ in Thousands | 3 Months Ended | |
Mar. 31, 2024 | Mar. 31, 2023 | |
CASH FLOWS FROM OPERATING ACTIVITIES | ||
Net loss | $ (3,766) | $ (6,272) |
Adjustments to reconcile net loss to net cash used in operating activities: | ||
Depreciation | 63 | 68 |
Share-based compensation | 132 | 116 |
Non-cash operating leases | 113 | 184 |
Change in fair value of SAFEs | 1,865 | |
Change in fair value of warrant liability | (11) | (1,096) |
Change in operating assets and liabilities | ||
Prepaid expenses | 237 | 577 |
Other assets | 18 | |
Accounts payable | (230) | 1,735 |
Accrued expenses and other current liabilities | 10 | 87 |
Accounts payable - related parties | (20) | |
Operating lease liabilities | (107) | (187) |
Net cash used in operating activities | (3,561) | (2,923) |
CASH FLOWS FROM INVESTING ACTIVITIES | ||
Purchases of property and equipment | (6) | (4) |
Net cash used in investing activities | (6) | (4) |
CASH FLOWS FROM FINANCING ACTIVITIES | ||
Repayment of finance lease liabilities | (19) | (7) |
Proceeds from issuance of SAFE agreements | 4,351 | |
Net cash (used in) provided by financing activities | (19) | 4,344 |
Net increase (decrease) in cash and cash equivalents | (3,586) | 1,417 |
Effect of exchange rate changes on cash | (68) | |
Cash and cash equivalents at the beginning of the period | 11,825 | 1,581 |
Cash and cash equivalents at the end of the period | 8,171 | 2,998 |
SUPPLEMENTAL DISCLOSURE OF NON-CASH FINANCING ACTIVITIES: | ||
Issuance of finance lease liability for finance lease right-of-use asset | $ 405 |
ORGANIZATION AND DESCRIPTION OF
ORGANIZATION AND DESCRIPTION OF BUSINESS | 3 Months Ended |
Mar. 31, 2024 | |
Accounting Policies [Abstract] | |
ORGANIZATION AND DESCRIPTION OF BUSINESS | NOTE 1 – ORGANIZATION AND DESCRIPTION OF BUSINESS Notable Labs, Ltd., previously known as Vascular Biogenics, Ltd., is an Israeli corporation (“Notable”). These consolidated financial statements include three wholly owned subsidiaries, Notable Labs, Inc. (“Notable US”), VBL, Inc. (“VBL”) and Notable Therapeutics, Inc. (“Therapeutics”) (together with Notable, the “Company”). All material intercompany transactions have been eliminated in consolidation. Notable US was incorporated as a Delaware corporation in 2014. Initially, Notable US developed its Predictive Precision Medicines Platform (“PPMP”) as a diagnostic tool for physicians for identifying which cancer treatment would be the most effective for an individual patient. Notable US then broadened its mission and applied its PPMP to streamline and accelerate the identification and validation of investigational compounds, working with multiple biotechnology and pharmaceutical companies under service-based agreements. In 2021, by entering into the Oncoheroes Agreement and the CicloMed Agreement, Notable US advanced from a purely diagnostic company to an integrated – diagnostic and therapeutic – platform therapeutics company designing and developing or co-developing predictive precision medicines. On October 16, 2023, pursuant to the Agreement and Plan of Merger, dated February 22, 2023 (the “Merger Agreement”), by and among Notable Labs, Ltd., Merger Sub, and Notable US, Merger Sub was merged with and into Notable US, with Notable US continuing after the merger as the surviving entity and a wholly owned subsidiary of Notable Labs, Ltd. (the “Merger”). At the effective time of the Merger, without any action on the part of any stockholder, each issued and outstanding share of pre-Merger Notable US common stock, par value $ 0.001 0.0629 0.35 1-for-35 reverse stock split In connection with the closing of the Merger, Notable changed its name to Notable Labs, Ltd. and Notable’s Ordinary Shares listed on The Nasdaq Capital Market, previously trading through the close of business on October 16, 2023 under the trading symbol “VBLT”, commenced trading on The Nasdaq Capital Market, on a post-Reverse Stock Split adjusted basis, under the trading symbol “NTBL” on October 17, 2023. Liquidity and Going Concern Assessment The Company has incurred losses and negative cash flows from operations since its inception. As of March 31, 2024 and December 31, 2023, the Company had an accumulated deficit of approximately $ 86.1 82.3 8.2 The Company’s ability to fund its operations will require additional capital, and the Company intends to raise such capital through the issuance of additional debt or equity, including through licensing or collaboration agreements. These plans are intended to mitigate the relevant conditions or events that raise substantial doubt about the Company’s ability to continue as a going concern; however, as the plans are not entirely within the Company’s control, management has determined it is not probable they will be effectively implemented. These financial statements have been prepared on a going concern basis and do not include any adjustments to the amounts and classification of assets and liabilities that may be necessary in the event the Company can no longer continue as a going concern. The Company is continuing to develop its predictive medicine platform and treatments, which is the primary use of funds for the Company. Management expects to continue to incur additional substantial losses and negative cash flows from operations in the foreseeable future as a result of expanded research and development activities until regulatory approval is granted. Regulatory approval is not guaranteed and may never be obtained. The ability of the Company to continue as a going concern is dependent upon its ability to successfully accomplish these plans and secure sources of financing and ultimately attain profitable operations. However, if such financing is not approved, does not occur, or alternative financing is not available at adequate levels or on acceptable terms, or profitable operations are not attained, the Company could be required to significantly reduce operating expenses and delay, reduce the scope of or eliminate some of its development programs, enter into a collaboration or other similar arrangement with respect to commercialization rights to any of its product candidates, out license intellectual property rights to its product candidates and sell unsecured assets, or a combination of the above. Any of these actions could have a material adverse effect on the Company’s business, results of operations, financial condition and/or its ability to fund its scheduled obligations on a timely basis or at all. If the Company is unable to obtain adequate capital, it could be forced to cease operations. NOTABLE LABS, LTD. NOTES TO UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS |
BASIS OF PREPARATION OF THE FIN
BASIS OF PREPARATION OF THE FINANCIAL STATEMENTS | 3 Months Ended |
Mar. 31, 2024 | |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | |
BASIS OF PREPARATION OF THE FINANCIAL STATEMENTS | NOTE 2 – BASIS OF PREPARATION OF THE FINANCIAL STATEMENTS The accompanying unaudited condensed consolidated financial statements of Notable have been prepared in accordance with accounting principles generally accepted in the United States (“GAAP”) for interim financial information. Accordingly, they do not include all of the information and notes required by GAAP for annual financial statements. These unaudited interim condensed consolidated financial statements should therefore be read in conjunction with the audited consolidated financial statements and notes included in Form 10-K, filed with the Securities and Exchange Commission on April 11, 2024. In the opinion of management, all adjustments (of a normal recurring nature) considered necessary for the fair statement of the results for the interim periods presented have been included. Operating results for the interim period are not necessarily indicative of the results that may be expected for the full year. Notable affected a 1-for-35 reverse stock split |
SIGNIFICANT ACCOUNTING POLICIES
SIGNIFICANT ACCOUNTING POLICIES | 3 Months Ended |
Mar. 31, 2024 | |
Accounting Policies [Abstract] | |
SIGNIFICANT ACCOUNTING POLICIES | NOTE 3 – SIGNIFICANT ACCOUNTING POLICIES The accounting policies and calculation methods applied in the preparation of the unaudited condensed consolidated interim financial statements as of March 31, 2024 are consistent with those applied in the preparation of the annual financial statements as of December 31, 2023 and for the year then ended. Revenue Recognition The Company performed certain diagnostics services on a limited basis as an outsourced provider during the three months ended March 31, 2024 and 2023, but such activities do not represent its major and ongoing central operations. The Company recognizes revenue from diagnostic services in the amount that reflects the consideration that it expects to be entitled as the Company performs its obligation under a contract with a customer by processing diagnostic tests on laboratory samples and making the test results available to its customers. Revenue is recorded considering a five-step revenue recognition model that includes identifying the contract with a customer, identifying the performance obligations in the contract, determining the transaction price, allocating the transaction price to the performance obligations, and recognizing revenue when, or as, an entity satisfies a performance obligation. The Company generally has a contract or a purchase order from a customer with the specified required terms, including the number of diagnostic samples to be performed. The Company has not received any advance payments for which there are any remaining performance obligations. Accordingly, no An allowance for doubtful accounts is established, as necessary, based on past experience and other factors which, in management’s judgment, deserve current recognition in estimating bad debts. Such factors include growth and composition of accounts receivable, the relationship of the allowance for doubtful accounts to accounts receivable, and current economic conditions. The determination of the collectability of amounts due requires the Company to make judgments regarding future events and trends. Allowances for doubtful accounts are determined based on assessing the Company’s portfolio on an individual customer and on an overall basis. This process consists of a review of historical collection experience, current aging status of the customer account, and the financial condition of the Company’s customers. Based on a review of these factors, the Company establishes or adjusts the allowance for specific customers and the accounts receivable portfolio as a whole. At March 31, 2024 and December 31, 2023, an allowance for doubtful accounts was not considered necessary as all accounts receivable were deemed collectible. Cost of Services Cost of services represents costs directly related to the services performed. Cost of services is primarily comprised of cost of samples and labor. Use of Estimates The preparation of the condensed consolidated financial statements in conformity with GAAP generally requires management to make certain estimates and assumptions that affect the reported amounts in the condensed consolidated financial statements and accompanying notes. The Company regularly evaluates estimates and assumptions related to assets and liabilities, and disclosures of contingent assets and liabilities at the dates of the condensed consolidated financial statements and the reported amounts of expenses during the reporting period. Areas where management uses subjective judgments include, but are not limited to, measurement of lease liabilities and right-of-use assets, impairment of long-lived assets, stock-based compensation, accrued research and development costs, SAFE notes and redeemable convertible preferred stock warrant liability in the accompanying condensed consolidated financial statements. Management bases its estimates on historical experience and on various other assumptions that are believed to be reasonable under the circumstances, the results of which form the basis for making judgments about the carrying values of assets and liabilities that are not readily apparent from other sources. Actual results may differ materially from these estimates under different assumptions or conditions. NOTABLE LABS, LTD. NOTES TO UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS Segments The Company operates and manages its business as one reportable operating segment, which is the business of developing predictive precision medicines that treat various forms of cancer. The Company’s chief executive officer, who is the chief operating decision maker, reviews financial information on an aggregate basis for allocating resources and evaluating financial performance. All of the Company’s long-lived assets are maintained in, and all revenues and losses are attributable to, the United States of America. Recently Adopted Accounting Pronouncements As of March 31, 2024, there are no recently adopted accounting standards which the Company expects would have a material effect on the Company’s condensed consolidated financial statements. Recently Issued Accounting Pronouncements Not Yet Adopted As of March 31, 2024, there are no recently issued accounting standards not yet adopted which the Company expects would have a material effect on the Company’s condensed consolidated financial statements. |
FAIR VALUE MEASUREMENTS
FAIR VALUE MEASUREMENTS | 3 Months Ended |
Mar. 31, 2024 | |
Fair Value Disclosures [Abstract] | |
FAIR VALUE MEASUREMENTS | NOTE 4 – FAIR VALUE MEASUREMENTS The following table sets forth the Company’s financial liabilities that are measured at fair value on a recurring basis by level within the fair value hierarchy (in thousands): SCHEDULE OF FAIR VALUE OF FINANCIAL LIABILITIES ON RECURRING BASIS Level 1 Level 2 Level 3 Total Fair As of March 31, 2024 Level 1 Level 2 Level 3 Total Fair Liabilities Warrant liability $ — $ — $ 152 $ 152 Level 1 Level 2 Level 3 Total Fair As of December 31, 2023 Level 1 Level 2 Level 3 Total Fair Liabilities Warrant liability $ — $ — $ 163 $ 163 There were no transfers between Levels 1, 2, or 3 during the three months ended March 31, 2024 and the year ended December 31, 2023. Additionally, there were no The value of the warrants was based on the estimated value of the warrant using the Black-Scholes-Merton model as of March 31, 2024. The following assumptions were used in determining the fair value of the warrants: SCHEDULE OF FAIR VALUE OF WARRANT Risk Free interest rate 4.2 % Expected life (years) 8.21 Expected volatility 164.7 % Annual dividend yield 0 % NOTABLE LABS, LTD. NOTES TO UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS The following is a summary of the Company’s warrant liability activity for the three months ended March 31, 2024 (in thousands): SCHEDULE OF SAFE WARRANT LIABILITY Warrant liability Balance as of December 31, 2023 $ 163 Fair value of warrants at issuance Change in fair value (11 ) Balance as of March 31, 2024 $ 152 Warrant liability Balance as of December 31, 2022 $ 5,113 Change in fair value (1,096 ) Balance as of March 31, 2023 $ 4,017 The change in the fair value of the warrant liability resulted from a reduction in the value per warrant based on the fair market valuation of the warrants as of March 31, 2024. The reduction primarily for the three months ended March 31, 2024 related to the decrease in the price of the underlying shares and the increase for the three months ended March 31, 2023 related to the increase in the value of the underlying shares. |
BALANCE SHEET COMPONENTS
BALANCE SHEET COMPONENTS | 3 Months Ended |
Mar. 31, 2024 | |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | |
BALANCE SHEET COMPONENTS | NOTE 5 – BALANCE SHEET COMPONENTS Prepaid Expenses and Other Current Assets The following table presents the components of prepaid expenses and other current assets as of March 31, 2024 and December 31, 2023 (in thousands): SCHEDULE OF PREPAID EXPENSES AND OTHER CURRENT ASSETS March 31, 2024 December 31, 2023 Accounts receivable $ 183 $ 186 Employee retention credit 572 572 Prepaid expenses 2,754 2,857 Prepaid benefits 29 24 Prepaid clinical expenses 6 6 Total prepaid expenses and other current assets $ 3,544 $ 3,645 During fiscal years 2020 and 2021, the Company took advantage of the relief provisions provided by the U.S. government in response to COVID-19 under the Coronavirus Aid, Relief and Economic Security Act (“CARES Act”). The CARES Act provides an employee retention credit (“Employee Retention Credit”), which is a refundable tax credit against certain employment taxes dependent on certain qualified wages paid to employees through fiscal year 2021. The Company qualifies for the tax credit under the CARES Act and continued to receive additional tax credits under the additional relief provisions for qualified wages through the end of 2021. The Company accounts for these labor related tax credits as a reduction to the expense that they are intended to compensate in the period in which the corresponding expense is incurred and there is reasonable assurance the Company will both receive the tax credits and comply with all conditions attached to the tax credits. As of March 31, 2024 and December 31, 2023, $ 0.6 0.7 Property and Equipment, Net The following table presents the components of property and equipment, net, as of March 31, 2024 and December 31, 2023 (in thousands): SCHEDULE OF PROPERTY AND EQUIPMENT March 31, 2024 December 31, 2023 Computer equipment $ 194 $ 192 Laboratory equipment 1,999 1,999 Furniture and office equipment 29 29 Leasehold improvements 76 73 Property plant and equipment, gross 2,298 2,293 Less: accumulated depreciation (2,019 ) (1,977 ) Total property and equipment, net $ 279 $ 316 Depreciation expense was approximately $ 0.1 NOTABLE LABS, LTD. NOTES TO UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS Investment in SAFE In October 2021, the Company entered into a simple agreement for future equity (“Oncoheroes SAFE”) agreement for $ 1.5 1.5 1.5 Accrued Expenses and Other Current Liabilities The following table presents the components of accrued expenses and other current liabilities as of March 31, 2024 and December 31, 2023 (in thousands): SCHEDULE OF ACCRUED EXPENSES AND OTHER CURRENT LIABILITIES March 31, 2024 December 31, 2023 Accrued expenses $ 102 107 Accrued employee expenses 8 78 Accrued bonuses 324 233 Total accrued expenses and other current liabilities $ 434 $ 418 |
ACCOUNTS PAYABLE - RELATED PART
ACCOUNTS PAYABLE - RELATED PARTIES | 3 Months Ended |
Mar. 31, 2024 | |
Payables and Accruals [Abstract] | |
ACCOUNTS PAYABLE - RELATED PARTIES | NOTE 6 – ACCOUNTS PAYABLE - RELATED PARTIES As of March 31, 2024 and December 31, 2023, the Company owed related parties the following (in thousands): SCHEDULE OF ACCOUNTS PAYABLE AND ACCRUED EXPENSES RELATED PARTIES March 31, 2024 December 31, 2023 Board Member $ 22 $ 42 For consulting services with the Board Member, the Company recorded general and administrative expenses of $ 60,450 43,403 |
CO-DEVELOPMENT AND LICENSE AGRE
CO-DEVELOPMENT AND LICENSE AGREEMENTS | 3 Months Ended |
Mar. 31, 2024 | |
Research and Development [Abstract] | |
CO-DEVELOPMENT AND LICENSE AGREEMENTS | NOTE 7 – CO-DEVELOPMENT AND LICENSE AGREEMENTS Oncoheroes Agreement In September 2021, the Company entered into an Exclusive License Agreement with Oncoheroes (the “Oncoheroes Agreement”) whereby the Company obtained worldwide exclusive development and commercialization rights in the small molecule volasertib for uses relating to certain types of cancer in adults. Under the terms of the Oncoheroes Agreement, Oncoheroes retains the right to develop and commercialize volasertib for cancers not licensed to the Company. NOTABLE LABS, LTD. NOTES TO UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS Under the terms of the agreement, the Company is obligated to make additional clinical and regulatory milestone payments up to a total of $ 8.0 When a licensed product is submitted to NDA, the Company is required to pay $1 million, upon US NDA approval, the Company is required to pay $4 million and upon EU MAA Approval, the Company is required to pay $3 million. In the event the Company grants a sublicense of rights, the Company will need to pay Oncoheroes a high single digit percentage of any upfront payment obtained from such sublicenses No The Company also entered a SAFE agreement with Oncoheroes in October 2021 for $ 1.5 CicloMed Agreement In July 2021, the Company entered into a Co-Development and Profit-Sharing Agreement with CicloMed LLC (“CicloMed”) (the “CicloMed Agreement”) regarding use of the Company’s precision oncology diagnostic test in the research and development of CicloMed’s CicloProx product for the treatment of acute myeloid leukemia. Under the terms of the co-development agreement, CicloMed holds the primary responsibility for executing clinical trial operations while the Company is primarily focused on optimizing the Company’s predictive precision medicine platform. Both parties will equally share the costs associated with the on-going clinical trial incurred after the effective date. In the event a CicloProx product is commercially developed and sold, the parties will share in the net proceeds. The Company recorded $ 0 0.1 |
INCOME TAXES
INCOME TAXES | 3 Months Ended |
Mar. 31, 2024 | |
Income Tax Disclosure [Abstract] | |
INCOME TAXES | NOTE 8 – INCOME TAXES As of January 1, 2023, the Company had no no no Tax years from 2020 through 2023 remain subject to examination by major tax jurisdictions There is no |
LEASES
LEASES | 3 Months Ended |
Mar. 31, 2024 | |
Leases | |
LEASES | NOTE 9 - LEASES The following table summarizes total lease expense during the three months ended March 31, 2024 and 2023 (in thousands): SCHEDULE OF LEASES EXPENSES March 31, 2024 March 31, 2023 Amortization of ROU assets - finance lease $ 20 $ 7 Interest on lease liabilities - finance lease $ 3 $ 1 Cash paid for financing lease liabilities $ 22 $ - Cash paid for operating lease liabilities $ 132 $ 187 Operating lease expense $ 120 $ 185 Variable lease expense $ 4 $ 22 Short-term lease expense $ 1 $ - NOTABLE LABS, LTD. NOTES TO UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS The following table summarizes maturities of lease liabilities and the reconciliation of lease liabilities as of March 31, 2024 (in thousands): SCHEDULE OF MATURITIES OF LEASE LIABILITIES AND THE RECONCILIATION OF LEASE LIABILITIES Lease Obligation Finance Lease Facilities Lease 2024 $ 66 $ 404 2025 87 552 2026 87 569 2027 87 239 2028 and thereafter 15 - Total future undiscounted lease payments 342 1,764 Less: imputed interest (20 ) (163 ) Total lease liabilities $ 322 $ 1,601 |
EQUITY INCENTIVE PLANS AND STOC
EQUITY INCENTIVE PLANS AND STOCK BASED COMPENSATION EXPENSE | 3 Months Ended |
Mar. 31, 2024 | |
Share-Based Payment Arrangement [Abstract] | |
EQUITY INCENTIVE PLANS AND STOCK BASED COMPENSATION EXPENSE | NOTE 10 – EQUITY INCENTIVE PLANS AND STOCK BASED COMPENSATION EXPENSE 2000 Plan In February 2000, Notable’s Board of Directors approved an option plan (the “2000 Plan”) as amended through 2008. Under the 2000 Plan, the Company reserved up to 40,674 0.01 Each option provides the holder the right to exercise such option and acquire one Ordinary Share per option. Any option granted under the Plan that is not exercised within ten years from the date upon which it becomes exercisable, will expire. 2011 Plan In April 2011, Notable’s board of directors approved a new option plan (the “2011 Plan”). Under the 2011 Plan, the Company reserved up to 21,913 4,556 Any option which was granted under the 2011 Plan and was not exercised within twenty years from the date when it becomes exercisable, will expire. 2014 Equity Incentive Plan In September 2014, Notable’s shareholders approved the adoption of the Employee Share Ownership and Option Plan (2014) (“2014 Plan”) effective as of the closing of the public offering. Under the 2014 Plan, Notable reserved up to 26,514 800 Any option which was granted under the 2014 Plan and was not exercised within twenty years from the date when it becomes exercisable, will expire. 2015 Equity Incentive Plan Notable adopted the 2015 Equity Incentive Plan (the “2015 Plan”) in August 2015, which provides for the granting of ISO, NSO, and restricted shares to employees, directors, and consultants. The 2015 Plan authorized a total of 37,199 160,253 141,094 31,450 66,975 Options under the 2015 Plan may be granted for periods of up to 10 years and at prices no less than 100% of the estimated fair value of the underlying shares of common stock on the date of grant as determined by the Board provided that the exercise price of an ISO granted to a 10% stockholder shall not be less than 110% of the estimated fair value of the shares on the date of grant. The 2015 Plan requires that options be exercised no later than 10 years after the grant. Options granted to employees generally vest ratably on a monthly basis over four years, subject to cliff vesting restrictions and continuing service. 2024 Employee Share Ownership and Option Plan Notable adopted the 2024 Employee Share Ownership and Option Plan (the “2024 Plan”) in March 2024, which provides for the granting of ISO, NSO, restricted shares and restricted units to employees, directors, and consultants. The 2024 Plan authorized a total of 4 (i) on an annual basis on January 1 of each year (unless resolved otherwise by the Board of Directors), such that the number of shares issuable under the Plan shall equal 35% of the Company’s issued and outstanding share capital on a fully diluted basis; and (ii) in the event that any Ordinary Shares would have otherwise returned to the Company’s employee share ownership and option plans of 2000, 2011 and 2014, such Ordinary Shares shall be added to this Plan 4 NOTABLE LABS, LTD. NOTES TO UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS Options under the 2024 Plan may be granted for periods of up to 10 years and at prices no less than 100% of the estimated fair value of the underlying shares of common stock on the date of grant as determined by the Board provided that the exercise price of an ISO granted to a 10% stockholder shall not be less than 110% of the estimated fair value of the shares on the date of grant. The 2024 Plan requires that options be exercised no later than 10 years after the grant. Options granted to employees generally vest ratably on a monthly basis over four years, subject to cliff vesting restrictions and continuing service. The following summarizes stock option activity under all of the Plans: SCHEDULE OF STOCK OPTIONS Options Outstanding Total Options Outstanding Weighted-Average Exercise Price Weighted-Average Remaining Contractual Life Aggregate Intrinsic Value (in years) (in thousands) Outstanding as of December 31, 2023 284,437 $ 49.67 4.0 $ - Granted 55,299 $ 1.28 - - Cancelled (141,289 ) $ 75.45 - - Outstanding as of March 31, 2024 198,447 $ 17.83 7.9 $ 27 Exercisable as of March 31, 2024 135,375 $ 24.28 7.0 $ - Vested and expected to vest as of March 31, 2024 198,447 $ 17.83 7.9 $ 27 No no Stock-Based Compensation Expense During the three months ended March 31, 2024 and 2023, the Company issued in aggregate 55,299 0 1.28 ● Risk-free interest rate ● Expected volatility ● Expected term ● Expected dividend rate NOTABLE LABS, LTD. NOTES TO UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS The fair value of stock options granted during the three months ended March 31, 2024 was estimated using the following weighted-average assumptions: SCHEDULE OF STOCK OPTIONS GRANTED ASSUMPTION 2024 Expected term (in years) 10 Risk-free interest rate 4.2 % Expected dividend rate - % Expected volatility 170.7 % The following table summarizes the components of stock-based compensation expense relating to options recognized in the Company’s condensed consolidated statement of operations and comprehensive loss (in thousands): SCHEDULE OF SHARE BASED COMPENSATION Three months ended March 31, 2024 2023 Research and development $ 99 $ 26 General and administrative 33 90 Total $ 132 $ 116 As of March 31, 2024, the total stock-based compensation expense related to stock awards not yet recognized was $ 0.5 0.7 |
NET LOSS PER SHARE
NET LOSS PER SHARE | 3 Months Ended |
Mar. 31, 2024 | |
Earnings Per Share [Abstract] | |
NET LOSS PER SHARE | NOTE 11 – NET LOSS PER SHARE The following table sets forth the computation of the basic and diluted net loss per share (in thousands except share and per share data): SCHEDULE OF BASIC AND DILUTED LOSS PER SHARE 2024 2023 For the Three Months Ended March 31, 2024 2023 Numerator: Net loss $ (3,766 ) $ (6,272 ) Denominator: Weighted-average ordinary shares outstanding used to compute net loss per share, basic and diluted 9,018,261 970,192 Net loss per share, basic and diluted: $ (0.42 ) $ (6.46 ) The Company’s potentially dilutive securities have been excluded from the computation of diluted net loss per share as the effect would be antidilutive. Therefore, the weighted-average number of ordinary shares outstanding used to calculate both basic and diluted net loss per share is the same. |
SUBSEQUENT EVENTS
SUBSEQUENT EVENTS | 3 Months Ended |
Mar. 31, 2024 | |
Subsequent Events [Abstract] | |
SUBSEQUENT EVENTS | NOTE 12 – SUBSEQUENT EVENTS The Company received Employee Retention Credit refund checks that were deposited in April 2024, in the total amount of $ 251,220 On May 8, 2024, the Company issued options to purchase 390,000 70,000 350,000 30,000 400,000 In addition, the Company issued 40,247 65,247 |
SIGNIFICANT ACCOUNTING POLICI_2
SIGNIFICANT ACCOUNTING POLICIES (Policies) | 3 Months Ended |
Mar. 31, 2024 | |
Accounting Policies [Abstract] | |
Revenue Recognition | Revenue Recognition The Company performed certain diagnostics services on a limited basis as an outsourced provider during the three months ended March 31, 2024 and 2023, but such activities do not represent its major and ongoing central operations. The Company recognizes revenue from diagnostic services in the amount that reflects the consideration that it expects to be entitled as the Company performs its obligation under a contract with a customer by processing diagnostic tests on laboratory samples and making the test results available to its customers. Revenue is recorded considering a five-step revenue recognition model that includes identifying the contract with a customer, identifying the performance obligations in the contract, determining the transaction price, allocating the transaction price to the performance obligations, and recognizing revenue when, or as, an entity satisfies a performance obligation. The Company generally has a contract or a purchase order from a customer with the specified required terms, including the number of diagnostic samples to be performed. The Company has not received any advance payments for which there are any remaining performance obligations. Accordingly, no An allowance for doubtful accounts is established, as necessary, based on past experience and other factors which, in management’s judgment, deserve current recognition in estimating bad debts. Such factors include growth and composition of accounts receivable, the relationship of the allowance for doubtful accounts to accounts receivable, and current economic conditions. The determination of the collectability of amounts due requires the Company to make judgments regarding future events and trends. Allowances for doubtful accounts are determined based on assessing the Company’s portfolio on an individual customer and on an overall basis. This process consists of a review of historical collection experience, current aging status of the customer account, and the financial condition of the Company’s customers. Based on a review of these factors, the Company establishes or adjusts the allowance for specific customers and the accounts receivable portfolio as a whole. At March 31, 2024 and December 31, 2023, an allowance for doubtful accounts was not considered necessary as all accounts receivable were deemed collectible. |
Cost of Services | Cost of Services Cost of services represents costs directly related to the services performed. Cost of services is primarily comprised of cost of samples and labor. |
Use of Estimates | Use of Estimates The preparation of the condensed consolidated financial statements in conformity with GAAP generally requires management to make certain estimates and assumptions that affect the reported amounts in the condensed consolidated financial statements and accompanying notes. The Company regularly evaluates estimates and assumptions related to assets and liabilities, and disclosures of contingent assets and liabilities at the dates of the condensed consolidated financial statements and the reported amounts of expenses during the reporting period. Areas where management uses subjective judgments include, but are not limited to, measurement of lease liabilities and right-of-use assets, impairment of long-lived assets, stock-based compensation, accrued research and development costs, SAFE notes and redeemable convertible preferred stock warrant liability in the accompanying condensed consolidated financial statements. Management bases its estimates on historical experience and on various other assumptions that are believed to be reasonable under the circumstances, the results of which form the basis for making judgments about the carrying values of assets and liabilities that are not readily apparent from other sources. Actual results may differ materially from these estimates under different assumptions or conditions. NOTABLE LABS, LTD. NOTES TO UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS |
Segments | Segments The Company operates and manages its business as one reportable operating segment, which is the business of developing predictive precision medicines that treat various forms of cancer. The Company’s chief executive officer, who is the chief operating decision maker, reviews financial information on an aggregate basis for allocating resources and evaluating financial performance. All of the Company’s long-lived assets are maintained in, and all revenues and losses are attributable to, the United States of America. |
Recently Adopted Accounting Pronouncements | Recently Adopted Accounting Pronouncements As of March 31, 2024, there are no recently adopted accounting standards which the Company expects would have a material effect on the Company’s condensed consolidated financial statements. |
Recently Issued Accounting Pronouncements Not Yet Adopted | Recently Issued Accounting Pronouncements Not Yet Adopted As of March 31, 2024, there are no recently issued accounting standards not yet adopted which the Company expects would have a material effect on the Company’s condensed consolidated financial statements. |
FAIR VALUE MEASUREMENTS (Tables
FAIR VALUE MEASUREMENTS (Tables) | 3 Months Ended |
Mar. 31, 2024 | |
Fair Value Disclosures [Abstract] | |
SCHEDULE OF FAIR VALUE OF FINANCIAL LIABILITIES ON RECURRING BASIS | The following table sets forth the Company’s financial liabilities that are measured at fair value on a recurring basis by level within the fair value hierarchy (in thousands): SCHEDULE OF FAIR VALUE OF FINANCIAL LIABILITIES ON RECURRING BASIS Level 1 Level 2 Level 3 Total Fair As of March 31, 2024 Level 1 Level 2 Level 3 Total Fair Liabilities Warrant liability $ — $ — $ 152 $ 152 Level 1 Level 2 Level 3 Total Fair As of December 31, 2023 Level 1 Level 2 Level 3 Total Fair Liabilities Warrant liability $ — $ — $ 163 $ 163 |
SCHEDULE OF FAIR VALUE OF WARRANT | The value of the warrants was based on the estimated value of the warrant using the Black-Scholes-Merton model as of March 31, 2024. The following assumptions were used in determining the fair value of the warrants: SCHEDULE OF FAIR VALUE OF WARRANT Risk Free interest rate 4.2 % Expected life (years) 8.21 Expected volatility 164.7 % Annual dividend yield 0 % |
SCHEDULE OF SAFE WARRANT LIABILITY | The following is a summary of the Company’s warrant liability activity for the three months ended March 31, 2024 (in thousands): SCHEDULE OF SAFE WARRANT LIABILITY Warrant liability Balance as of December 31, 2023 $ 163 Fair value of warrants at issuance Change in fair value (11 ) Balance as of March 31, 2024 $ 152 Warrant liability Balance as of December 31, 2022 $ 5,113 Change in fair value (1,096 ) Balance as of March 31, 2023 $ 4,017 |
BALANCE SHEET COMPONENTS (Table
BALANCE SHEET COMPONENTS (Tables) | 3 Months Ended |
Mar. 31, 2024 | |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | |
SCHEDULE OF PREPAID EXPENSES AND OTHER CURRENT ASSETS | The following table presents the components of prepaid expenses and other current assets as of March 31, 2024 and December 31, 2023 (in thousands): SCHEDULE OF PREPAID EXPENSES AND OTHER CURRENT ASSETS March 31, 2024 December 31, 2023 Accounts receivable $ 183 $ 186 Employee retention credit 572 572 Prepaid expenses 2,754 2,857 Prepaid benefits 29 24 Prepaid clinical expenses 6 6 Total prepaid expenses and other current assets $ 3,544 $ 3,645 |
SCHEDULE OF PROPERTY AND EQUIPMENT | The following table presents the components of property and equipment, net, as of March 31, 2024 and December 31, 2023 (in thousands): SCHEDULE OF PROPERTY AND EQUIPMENT March 31, 2024 December 31, 2023 Computer equipment $ 194 $ 192 Laboratory equipment 1,999 1,999 Furniture and office equipment 29 29 Leasehold improvements 76 73 Property plant and equipment, gross 2,298 2,293 Less: accumulated depreciation (2,019 ) (1,977 ) Total property and equipment, net $ 279 $ 316 |
SCHEDULE OF ACCRUED EXPENSES AND OTHER CURRENT LIABILITIES | The following table presents the components of accrued expenses and other current liabilities as of March 31, 2024 and December 31, 2023 (in thousands): SCHEDULE OF ACCRUED EXPENSES AND OTHER CURRENT LIABILITIES March 31, 2024 December 31, 2023 Accrued expenses $ 102 107 Accrued employee expenses 8 78 Accrued bonuses 324 233 Total accrued expenses and other current liabilities $ 434 $ 418 |
ACCOUNTS PAYABLE - RELATED PA_2
ACCOUNTS PAYABLE - RELATED PARTIES (Tables) | 3 Months Ended |
Mar. 31, 2024 | |
Payables and Accruals [Abstract] | |
SCHEDULE OF ACCOUNTS PAYABLE AND ACCRUED EXPENSES RELATED PARTIES | As of March 31, 2024 and December 31, 2023, the Company owed related parties the following (in thousands): SCHEDULE OF ACCOUNTS PAYABLE AND ACCRUED EXPENSES RELATED PARTIES March 31, 2024 December 31, 2023 Board Member $ 22 $ 42 |
LEASES (Tables)
LEASES (Tables) | 3 Months Ended |
Mar. 31, 2024 | |
Leases | |
SCHEDULE OF LEASES EXPENSES | The following table summarizes total lease expense during the three months ended March 31, 2024 and 2023 (in thousands): SCHEDULE OF LEASES EXPENSES March 31, 2024 March 31, 2023 Amortization of ROU assets - finance lease $ 20 $ 7 Interest on lease liabilities - finance lease $ 3 $ 1 Cash paid for financing lease liabilities $ 22 $ - Cash paid for operating lease liabilities $ 132 $ 187 Operating lease expense $ 120 $ 185 Variable lease expense $ 4 $ 22 Short-term lease expense $ 1 $ - |
SCHEDULE OF MATURITIES OF LEASE LIABILITIES AND THE RECONCILIATION OF LEASE LIABILITIES | The following table summarizes maturities of lease liabilities and the reconciliation of lease liabilities as of March 31, 2024 (in thousands): SCHEDULE OF MATURITIES OF LEASE LIABILITIES AND THE RECONCILIATION OF LEASE LIABILITIES Lease Obligation Finance Lease Facilities Lease 2024 $ 66 $ 404 2025 87 552 2026 87 569 2027 87 239 2028 and thereafter 15 - Total future undiscounted lease payments 342 1,764 Less: imputed interest (20 ) (163 ) Total lease liabilities $ 322 $ 1,601 |
EQUITY INCENTIVE PLANS AND ST_2
EQUITY INCENTIVE PLANS AND STOCK BASED COMPENSATION EXPENSE (Tables) | 3 Months Ended |
Mar. 31, 2024 | |
Share-Based Payment Arrangement [Abstract] | |
SCHEDULE OF STOCK OPTIONS | The following summarizes stock option activity under all of the Plans: SCHEDULE OF STOCK OPTIONS Options Outstanding Total Options Outstanding Weighted-Average Exercise Price Weighted-Average Remaining Contractual Life Aggregate Intrinsic Value (in years) (in thousands) Outstanding as of December 31, 2023 284,437 $ 49.67 4.0 $ - Granted 55,299 $ 1.28 - - Cancelled (141,289 ) $ 75.45 - - Outstanding as of March 31, 2024 198,447 $ 17.83 7.9 $ 27 Exercisable as of March 31, 2024 135,375 $ 24.28 7.0 $ - Vested and expected to vest as of March 31, 2024 198,447 $ 17.83 7.9 $ 27 |
SCHEDULE OF STOCK OPTIONS GRANTED ASSUMPTION | The fair value of stock options granted during the three months ended March 31, 2024 was estimated using the following weighted-average assumptions: SCHEDULE OF STOCK OPTIONS GRANTED ASSUMPTION 2024 Expected term (in years) 10 Risk-free interest rate 4.2 % Expected dividend rate - % Expected volatility 170.7 % |
SCHEDULE OF SHARE BASED COMPENSATION | The following table summarizes the components of stock-based compensation expense relating to options recognized in the Company’s condensed consolidated statement of operations and comprehensive loss (in thousands): SCHEDULE OF SHARE BASED COMPENSATION Three months ended March 31, 2024 2023 Research and development $ 99 $ 26 General and administrative 33 90 Total $ 132 $ 116 |
NET LOSS PER SHARE (Tables)
NET LOSS PER SHARE (Tables) | 3 Months Ended |
Mar. 31, 2024 | |
Earnings Per Share [Abstract] | |
SCHEDULE OF BASIC AND DILUTED LOSS PER SHARE | The following table sets forth the computation of the basic and diluted net loss per share (in thousands except share and per share data): SCHEDULE OF BASIC AND DILUTED LOSS PER SHARE 2024 2023 For the Three Months Ended March 31, 2024 2023 Numerator: Net loss $ (3,766 ) $ (6,272 ) Denominator: Weighted-average ordinary shares outstanding used to compute net loss per share, basic and diluted 9,018,261 970,192 Net loss per share, basic and diluted: $ (0.42 ) $ (6.46 ) |
ORGANIZATION AND DESCRIPTION _2
ORGANIZATION AND DESCRIPTION OF BUSINESS (Details Narrative) $ / shares in Units, $ in Thousands | 3 Months Ended | |||||
Oct. 16, 2023 $ / shares | Mar. 31, 2024 USD ($) | Mar. 31, 2024 ₪ / shares | Dec. 31, 2023 USD ($) | Dec. 31, 2023 ₪ / shares | Oct. 16, 2023 ₪ / shares | |
Collaborative Arrangement and Arrangement Other than Collaborative [Line Items] | ||||||
Common stock, par value | ₪ / shares | ₪ 0.35 | ₪ 0.35 | ||||
Reverse stock split | 1-for-35 reverse stock split | |||||
Accumulated deficit | $ | $ 86,074 | $ 82,308 | ||||
Cash | $ | $ 8,171 | $ 11,825 | ||||
Merger Agreement [Member] | ||||||
Collaborative Arrangement and Arrangement Other than Collaborative [Line Items] | ||||||
Common stock, par value | $ / shares | $ 0.001 | |||||
Converted shares | $ / shares | $ 0.0629 | |||||
Preferred stock, par value | ₪ / shares | ₪ 0.35 | |||||
Reverse stock split | 1-for-35 reverse stock split |
BASIS OF PREPARATION OF THE F_2
BASIS OF PREPARATION OF THE FINANCIAL STATEMENTS (Details Narrative) | 3 Months Ended |
Mar. 31, 2024 | |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | |
Reverse stock split | 1-for-35 reverse stock split |
SIGNIFICANT ACCOUNTING POLICI_3
SIGNIFICANT ACCOUNTING POLICIES (Details Narrative) - USD ($) | Mar. 31, 2024 | Dec. 31, 2023 |
Accounting Policies [Abstract] | ||
Deferred revenue | $ 0 | $ 0 |
SCHEDULE OF FAIR VALUE OF FINAN
SCHEDULE OF FAIR VALUE OF FINANCIAL LIABILITIES ON RECURRING BASIS (Details) - USD ($) $ in Thousands | Mar. 31, 2024 | Dec. 31, 2023 |
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Warrant liability | $ 152 | $ 163 |
Fair Value, Inputs, Level 1 [Member] | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Warrant liability | ||
Fair Value, Inputs, Level 2 [Member] | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Warrant liability | ||
Fair Value, Inputs, Level 3 [Member] | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Warrant liability | $ 152 | $ 163 |
SCHEDULE OF FAIR VALUE OF WARRA
SCHEDULE OF FAIR VALUE OF WARRANT (Details) | Mar. 31, 2024 |
Measurement Input, Risk Free Interest Rate [Member] | |
Fair Value Measurement Inputs and Valuation Techniques [Line Items] | |
Annual dividend yield | 4.2 |
Measurement Input, Expected Term [Member] | |
Fair Value Measurement Inputs and Valuation Techniques [Line Items] | |
Expected life (years) | 8 years 2 months 15 days |
Measurement Input, Option Volatility [Member] | |
Fair Value Measurement Inputs and Valuation Techniques [Line Items] | |
Annual dividend yield | 164.7 |
Measurement Input, Expected Dividend Rate [Member] | |
Fair Value Measurement Inputs and Valuation Techniques [Line Items] | |
Annual dividend yield | 0 |
SCHEDULE OF SAFE WARRANT LIABIL
SCHEDULE OF SAFE WARRANT LIABILITY (Details) - USD ($) $ in Thousands | 3 Months Ended | |
Mar. 31, 2024 | Mar. 31, 2023 | |
Balance as of December 31, 2022 | $ 163 | |
Balance as of March 31, 2023 | 152 | |
Warrant Liability [Member] | ||
Balance as of December 31, 2022 | 163 | $ 5,113 |
Change in fair value | (11) | (1,096) |
Balance as of March 31, 2023 | $ 152 | $ 4,017 |
FAIR VALUE MEASUREMENTS (Detail
FAIR VALUE MEASUREMENTS (Details Narrative) - USD ($) | Mar. 31, 2024 | Dec. 31, 2023 |
Fair Value Disclosures [Abstract] | ||
Cash equivalents | $ 0 | $ 0 |
SCHEDULE OF PREPAID EXPENSES AN
SCHEDULE OF PREPAID EXPENSES AND OTHER CURRENT ASSETS (Details) - USD ($) $ in Thousands | Mar. 31, 2024 | Dec. 31, 2023 |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | ||
Accounts receivable | $ 183 | $ 186 |
Employee retention credit | 572 | 572 |
Prepaid expenses | 2,754 | 2,857 |
Prepaid benefits | 29 | 24 |
Prepaid clinical expenses | 6 | 6 |
Total prepaid expenses and other current assets | $ 3,544 | $ 3,645 |
SCHEDULE OF PROPERTY AND EQUIPM
SCHEDULE OF PROPERTY AND EQUIPMENT (Details) - USD ($) $ in Thousands | Mar. 31, 2024 | Dec. 31, 2023 |
Property, Plant and Equipment [Line Items] | ||
Property plant and equipment, gross | $ 2,298 | $ 2,293 |
Less: accumulated depreciation | (2,019) | (1,977) |
Total property and equipment, net | 279 | 316 |
Computer Equipment [Member] | ||
Property, Plant and Equipment [Line Items] | ||
Property plant and equipment, gross | 194 | 192 |
Laboratory Equipment [Member] | ||
Property, Plant and Equipment [Line Items] | ||
Property plant and equipment, gross | 1,999 | 1,999 |
Furniture and Office Equipment [Member] | ||
Property, Plant and Equipment [Line Items] | ||
Property plant and equipment, gross | 29 | 29 |
Leasehold Improvements [Member] | ||
Property, Plant and Equipment [Line Items] | ||
Property plant and equipment, gross | $ 76 | $ 73 |
SCHEDULE OF ACCRUED EXPENSES AN
SCHEDULE OF ACCRUED EXPENSES AND OTHER CURRENT LIABILITIES (Details) - USD ($) $ in Thousands | Mar. 31, 2024 | Dec. 31, 2023 |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | ||
Accrued expenses | $ 102 | $ 107 |
Accrued employee expenses | 8 | 78 |
Accrued bonuses | 324 | 233 |
Total accrued expenses and other current liabilities | $ 434 | $ 418 |
BALANCE SHEET COMPONENTS (Detai
BALANCE SHEET COMPONENTS (Details Narrative) - USD ($) $ in Thousands | 3 Months Ended | 12 Months Ended | ||
Oct. 31, 2021 | Mar. 31, 2024 | Mar. 31, 2023 | Dec. 31, 2023 | |
Collaborative Arrangement and Arrangement Other than Collaborative [Line Items] | ||||
Prepaid and other current assets | $ 600 | $ 600 | ||
Proceeds from accounts receivable | $ 700 | |||
Depreciation expense | 63 | $ 68 | ||
Investment in SAFE | $ 1,500 | |||
Issuance initial public offering | 1,500 | |||
Oncoheroes Safe Agreement [Member] | ||||
Collaborative Arrangement and Arrangement Other than Collaborative [Line Items] | ||||
Investment in SAFE | $ 1,500 | |||
Investment | $ 1,500 | $ 1,500 |
SCHEDULE OF ACCOUNTS PAYABLE AN
SCHEDULE OF ACCOUNTS PAYABLE AND ACCRUED EXPENSES RELATED PARTIES (Details) - USD ($) $ in Thousands | Mar. 31, 2024 | Dec. 31, 2023 |
Total | $ 22 | $ 42 |
Board [Member] | ||
Total | $ 22 | $ 42 |
ACCOUNTS PAYABLE - RELATED PA_3
ACCOUNTS PAYABLE - RELATED PARTIES (Details Narrative) - USD ($) | 3 Months Ended | |
Mar. 31, 2024 | Mar. 31, 2023 | |
Board [Member] | ||
General and administrative expenses | $ 60,450 | $ 43,403 |
CO-DEVELOPMENT AND LICENSE AG_2
CO-DEVELOPMENT AND LICENSE AGREEMENTS (Details Narrative) - USD ($) $ in Thousands | 1 Months Ended | 3 Months Ended | ||
Sep. 30, 2021 | Mar. 31, 2024 | Mar. 31, 2023 | Oct. 31, 2021 | |
Collaborative Arrangement and Arrangement Other than Collaborative [Line Items] | ||||
Investment in SAFE | $ 1,500 | |||
Research and development expense | $ 1,550 | $ 1,596 | ||
Oncoheroes Safe Agreement [Member] | ||||
Collaborative Arrangement and Arrangement Other than Collaborative [Line Items] | ||||
Milestone payments | ||||
Frequency of payments | When a licensed product is submitted to NDA, the Company is required to pay $1 million, upon US NDA approval, the Company is required to pay $4 million and upon EU MAA Approval, the Company is required to pay $3 million. In the event the Company grants a sublicense of rights, the Company will need to pay Oncoheroes a high single digit percentage of any upfront payment obtained from such sublicenses | |||
Investment in SAFE | $ 1,500 | |||
Oncoheroes Safe Agreement [Member] | Maximum [Member] | ||||
Collaborative Arrangement and Arrangement Other than Collaborative [Line Items] | ||||
Milestone payments | $ 8,000 | |||
CicloMed Agreement [Member] | ||||
Collaborative Arrangement and Arrangement Other than Collaborative [Line Items] | ||||
Research and development expense | $ 0 | $ 100 |
INCOME TAXES (Details Narrative
INCOME TAXES (Details Narrative) - USD ($) | 3 Months Ended | ||
Mar. 31, 2024 | Mar. 31, 2023 | Jan. 01, 2023 | |
Income Tax Disclosure [Abstract] | |||
unrecognized tax benefits | $ 0 | ||
Change in unrecognized tax benefits | $ 0 | ||
Accrual for uncertain tax positions | $ 0 | ||
Subject to examination | Tax years from 2020 through 2023 remain subject to examination by major tax jurisdictions | ||
Income tax benefit | $ 0 | $ 0 |
SCHEDULE OF LEASES EXPENSES (De
SCHEDULE OF LEASES EXPENSES (Details) - USD ($) $ in Thousands | 3 Months Ended | |
Mar. 31, 2024 | Mar. 31, 2023 | |
Leases | ||
Amortization of ROU assets - finance lease | $ 20 | $ 7 |
Interest on lease liabilities - finance lease | 3 | 1 |
Cash paid for financing lease liabilities | 22 | |
Cash paid for operating lease liabilities | 132 | 187 |
Operating lease expense | 120 | 185 |
Variable lease expense | 4 | 22 |
Short-term lease expense | $ 1 |
SCHEDULE OF MATURITIES OF LEASE
SCHEDULE OF MATURITIES OF LEASE LIABILITIES AND THE RECONCILIATION OF LEASE LIABILITIES (Details) $ in Thousands | Mar. 31, 2024 USD ($) |
Leases | |
Finance Lease Obligation, 2024 | $ 66 |
Facilities Lease Obligation, 2024 | 404 |
Finance Lease Obligation, 2025 | 87 |
Facilities Lease Obligation, 2025 | 552 |
Finance Lease Obligation, 2026 | 87 |
Facilities Lease Obligation, 2026 | 569 |
Finance Lease Obligation, 2027 | 87 |
Facilities Lease Obligation, 2027 | 239 |
Finance Lease Obligation, 2028 and thereafter | 15 |
Facilities Lease Obligation, 2028 and thereafter | |
Finance Lease Obligation, Total future undiscounted lease payments | 342 |
Facilities Lease Obligation, Total future undiscounted lease payments | 1,764 |
Finance Lease Obligation, imputed interest | (20) |
Facilities Lease Obligation, imputed interest | (163) |
Total Finance Lease Obligation | 322 |
Total Facilities Lease Obligation | $ 1,601 |
SCHEDULE OF STOCK OPTIONS (Deta
SCHEDULE OF STOCK OPTIONS (Details) $ / shares in Units, $ in Thousands | 3 Months Ended |
Mar. 31, 2024 USD ($) $ / shares shares | |
Share-Based Payment Arrangement [Abstract] | |
Total Options Outstanding, Outstanding beginning balance | shares | 284,437 |
Weighted Average Exercise Price, Outstanding beginning balance | $ / shares | $ 49.67 |
Weighted Average Remaining Contractual Life (in years), Outstanding | 4 years |
Aggregate Intrinsic Value, Outstanding | $ | |
Total Options Outstanding, Granted | shares | 55,299 |
Weighted Average Exercise Price, Granted | $ / shares | $ 1.28 |
Total Options Outstanding, Cancelled | shares | (141,289) |
Weighted Average Exercise Price, Cancelled | $ / shares | $ 75.45 |
Total Options Outstanding, Outstanding ending balance | shares | 198,447 |
Weighted Average Exercise Price, Outstanding ending balance | $ / shares | $ 17.83 |
Weighted Average Remaining Contractual Life (in years), Outstanding | 7 years 10 months 24 days |
Aggregate Intrinsic Value, Outstanding | $ | $ 27 |
Total Options Outstanding, Exercisable | shares | 135,375 |
Weighted Average Exercise Price, Exercisable | $ / shares | $ 24.28 |
Weighted Average Remaining Contractual Life (in years), Exercisable | 7 years |
Aggregate Intrinsic Value, Exercisable | $ | |
Total Options Outstanding, Vested and expected to vest | shares | 198,447 |
Weighted Average Exercise Price, Vested and expected to vest | $ / shares | $ 17.83 |
Weighted Average Remaining Contractual Life (in years), Vested and expected to vest | 7 years 10 months 24 days |
Aggregate Intrinsic Value, Vested and expected to vest | $ | $ 27 |
SCHEDULE OF STOCK OPTIONS GRANT
SCHEDULE OF STOCK OPTIONS GRANTED ASSUMPTION (Details) | 3 Months Ended |
Mar. 31, 2024 | |
Share-Based Payment Arrangement [Abstract] | |
Expected term (in years) | 10 years |
Risk-free interest rate | 4.20% |
Expected dividend rate | |
Expected volatility | 170.70% |
SCHEDULE OF SHARE BASED COMPENS
SCHEDULE OF SHARE BASED COMPENSATION (Details) - USD ($) $ in Thousands | 3 Months Ended | |
Mar. 31, 2024 | Mar. 31, 2023 | |
Share-Based Payment Arrangement, Expensed and Capitalized, Amount [Line Items] | ||
Share based compensation | $ 132 | $ 116 |
Research and Development Expense [Member] | ||
Share-Based Payment Arrangement, Expensed and Capitalized, Amount [Line Items] | ||
Share based compensation | 99 | 26 |
General and Administrative Expense [Member] | ||
Share-Based Payment Arrangement, Expensed and Capitalized, Amount [Line Items] | ||
Share based compensation | $ 33 | $ 90 |
EQUITY INCENTIVE PLANS AND ST_3
EQUITY INCENTIVE PLANS AND STOCK BASED COMPENSATION EXPENSE (Details Narrative) $ / shares in Units, $ in Thousands | 1 Months Ended | 3 Months Ended | |||||||||
Sep. 30, 2014 shares | Apr. 30, 2011 shares | Feb. 28, 2000 ₪ / shares shares | Mar. 31, 2024 USD ($) $ / shares shares | Mar. 31, 2023 USD ($) shares | Mar. 31, 2024 ₪ / shares | Dec. 31, 2023 ₪ / shares | Dec. 31, 2022 shares | Dec. 31, 2019 shares | Dec. 31, 2017 shares | Aug. 31, 2015 shares | |
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items] | |||||||||||
Ordinary shares, par value | ₪ / shares | ₪ 0.35 | ₪ 0.35 | |||||||||
Intrinsic value of stock options exercised | $ | $ 0 | $ 0 | |||||||||
Restricted stock activity, outstanding | |||||||||||
Options granted | 55,299 | ||||||||||
Options grant date fair value per share | $ / shares | $ 1.28 | ||||||||||
Stock-based compensation expense related to stock awards not yet recognized | $ | $ 500 | ||||||||||
Weighted-average remaining period | 8 months 12 days | ||||||||||
2014 Plan [Member] | |||||||||||
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items] | |||||||||||
Ordinary shares reserved for future issuance | 26,514 | ||||||||||
Share-based compensation arrangement by share-based payment award, description | Any option which was granted under the 2014 Plan and was not exercised within twenty years from the date when it becomes exercisable, will expire. | ||||||||||
Share based compensation, shares unallocated pool reserved | 800 | ||||||||||
2015 Plan [Member] | |||||||||||
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items] | |||||||||||
Ordinary shares reserved for future issuance | 66,975 | 31,450 | 141,094 | 160,253 | 37,199 | ||||||
Share-based compensation arrangement by share-based payment award, description | Options under the 2015 Plan may be granted for periods of up to 10 years and at prices no less than 100% of the estimated fair value of the underlying shares of common stock on the date of grant as determined by the Board provided that the exercise price of an ISO granted to a 10% stockholder shall not be less than 110% of the estimated fair value of the shares on the date of grant. The 2015 Plan requires that options be exercised no later than 10 years after the grant. Options granted to employees generally vest ratably on a monthly basis over four years, subject to cliff vesting restrictions and continuing service. | ||||||||||
2024 Employee Share Ownership and Option Plan [Member] | |||||||||||
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items] | |||||||||||
Ordinary shares reserved for future issuance | 4,000,000 | ||||||||||
Share-based compensation arrangement by share-based payment award, description | Options under the 2024 Plan may be granted for periods of up to 10 years and at prices no less than 100% of the estimated fair value of the underlying shares of common stock on the date of grant as determined by the Board provided that the exercise price of an ISO granted to a 10% stockholder shall not be less than 110% of the estimated fair value of the shares on the date of grant. The 2024 Plan requires that options be exercised no later than 10 years after the grant. Options granted to employees generally vest ratably on a monthly basis over four years, subject to cliff vesting restrictions and continuing service. | ||||||||||
Share-based compensation arrangement by share-based payment award, ordinary shares description | (i) on an annual basis on January 1 of each year (unless resolved otherwise by the Board of Directors), such that the number of shares issuable under the Plan shall equal 35% of the Company’s issued and outstanding share capital on a fully diluted basis; and (ii) in the event that any Ordinary Shares would have otherwise returned to the Company’s employee share ownership and option plans of 2000, 2011 and 2014, such Ordinary Shares shall be added to this Plan | ||||||||||
Board of Directors [Member] | 2000 Plan [Member] | |||||||||||
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items] | |||||||||||
Ordinary shares reserved for future issuance | 40,674 | ||||||||||
Ordinary shares, par value | ₪ / shares | ₪ 0.01 | ||||||||||
Share-based compensation arrangement by share-based payment award, description | Each option provides the holder the right to exercise such option and acquire one Ordinary Share per option. Any option granted under the Plan that is not exercised within ten years from the date upon which it becomes exercisable, will expire. | ||||||||||
Board of Directors [Member] | 2011 Plan [Member] | |||||||||||
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items] | |||||||||||
Ordinary shares reserved for future issuance | 21,913 | ||||||||||
Share-based compensation arrangement by share-based payment award, description | Any option which was granted under the 2011 Plan and was not exercised within twenty years from the date when it becomes exercisable, will expire. | ||||||||||
Share based compensation, shares unallocated pool reserved | 4,556 | ||||||||||
Six Board Members [Member] | 2014 Plan [Member] | |||||||||||
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items] | |||||||||||
Options granted | 55,299 | 0 |
SCHEDULE OF BASIC AND DILUTED L
SCHEDULE OF BASIC AND DILUTED LOSS PER SHARE (Details) - USD ($) $ / shares in Units, $ in Thousands | 3 Months Ended | |
Mar. 31, 2024 | Mar. 31, 2023 | |
Earnings Per Share [Abstract] | ||
Net loss | $ (3,766) | $ (6,272) |
Weighted-average ordinary shares outstanding used to compute net loss per share, basic | 9,018,261 | 970,192 |
Weighted-average ordinary shares outstanding used to compute net loss per share, diluted | 9,018,261 | 970,192 |
Net loss per share, basic | $ (0.42) | $ (6.46) |
Net loss per share, diluted | $ (0.42) | $ (6.46) |
SUBSEQUENT EVENTS (Details Narr
SUBSEQUENT EVENTS (Details Narrative) - Subsequent Event [Member] - USD ($) | 1 Months Ended | |
May 08, 2024 | Apr. 30, 2024 | |
Subsequent Event [Line Items] | ||
Received employee retention credit refund from deposit | $ 251,220 | |
Employees [Member] | ||
Subsequent Event [Line Items] | ||
Number of option to purchase share of ordinary shares | 390,000 | |
Consultants [Member] | ||
Subsequent Event [Line Items] | ||
Number of option to purchase share of ordinary shares | 70,000 | |
Number of restricted ordinary shares issued | 30,000 | |
Officer [Member] | ||
Subsequent Event [Line Items] | ||
Number of option to purchase share of ordinary shares | 350,000 | |
Chief Executive Officer [Member] | ||
Subsequent Event [Line Items] | ||
Number of restricted ordinary shares issued | 400,000 | |
Board Member One [Member] | ||
Subsequent Event [Line Items] | ||
Number of restricted ordinary shares issued | 40,247 | |
Board Member Two [Member] | ||
Subsequent Event [Line Items] | ||
Number of restricted ordinary shares issued | 40,247 | |
Board Member Three [Member] | ||
Subsequent Event [Line Items] | ||
Number of restricted ordinary shares issued | 40,247 | |
Board Member Four [Member] | ||
Subsequent Event [Line Items] | ||
Number of restricted ordinary shares issued | 40,247 | |
Board of Directors Chairman [Member] | ||
Subsequent Event [Line Items] | ||
Number of restricted ordinary shares issued | 65,247 |