Cover
Cover | 3 Months Ended |
Mar. 31, 2024 | |
Entity Addresses [Line Items] | |
Document Type | S-1 |
Amendment Flag | false |
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 |
Entity Filer Category | Non-accelerated Filer |
Entity Small Business | true |
Entity Emerging Growth Company | false |
Business Contact [Member] | |
Entity Addresses [Line Items] | |
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 |
Contact Personnel Name | Thomas Bock |
Condensed Consolidated Balance
Condensed Consolidated Balance Sheets - USD ($) $ in Thousands | Mar. 31, 2024 | Dec. 31, 2023 | Dec. 31, 2022 |
Current assets: | |||
Cash and cash equivalents | $ 8,171 | $ 11,825 | $ 1,581 |
Prepaid expenses and other current assets | 3,544 | 3,645 | 1,407 |
Total current assets | 11,715 | 15,470 | 2,988 |
Property and equipment, net | 279 | 316 | 442 |
Finance lease right-of-use assets, net | 317 | 337 | |
Operating lease right-of-use assets | 1,581 | 1,694 | 357 |
Investment in SAFE | 1,500 | 1,500 | 1,500 |
Other assets | 206 | 224 | 224 |
Total assets | 15,598 | 19,541 | 5,511 |
Current liabilities: | |||
Accounts payable | 1,522 | 1,755 | 753 |
Accrued expenses and other current liabilities | 434 | 418 | 840 |
Accounts payable and accrued expenses - related parties | 22 | 42 | 60 |
Finance lease liabilities, current | 79 | 78 | |
Operating lease liabilities, current | 456 | 445 | 361 |
Total current liabilities | 2,513 | 2,738 | 2,014 |
Finance lease liabilities, net of current amount | 243 | 263 | |
Operating lease liabilities, net of current amount | 1,145 | 1,263 | |
Warrant liability | 152 | 163 | 5,113 |
Total liabilities | 4,053 | 4,427 | 7,127 |
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 | 34,061 |
Accumulated deficit | (86,074) | (82,308) | (71,044) |
Accumulated other comprehensive income | 175 | 110 | |
Total shareholders’ equity | 11,545 | 15,114 | (36,968) |
Total liabilities and shareholders’ equity | $ 15,598 | 19,541 | 5,511 |
Series A Redeemable Convertible Preferred Stock [Member] | |||
Current liabilities: | |||
Temporary equity, value | 6,653 | ||
Series B Redeemable Convertible Preferred Stock [Member] | |||
Current liabilities: | |||
Temporary equity, value | 21,440 | ||
Series C Redeemable Convertible Preferred Stock [Member] | |||
Current liabilities: | |||
Temporary equity, value | 7,259 | ||
Ordinary Shares [Member] | |||
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 | ||
Common [Member] | |||
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 | $ 15 |
Condensed Consolidated Balanc_2
Condensed Consolidated Balance Sheets (Parenthetical) $ in Thousands | Mar. 31, 2024 ₪ / shares shares | Dec. 31, 2023 USD ($) $ / shares shares | Dec. 31, 2023 ₪ / shares | Dec. 31, 2022 USD ($) $ / shares shares |
Common stock, par value | (per share) | $ 0.001 | $ 0.001 | ||
Common stock, shares authorized | 0 | 2,836,790 | ||
Common stock, shares issued | 0 | 970,192 | ||
Common stock, shares outstanding | 0 | 970,192 | ||
Series A Redeemable Convertible Preferred Stock [Member] | ||||
Temporary equity, par value | $ / shares | $ 0.001 | $ 0.001 | ||
Temporary equity, shares authorized | 0 | 557,507 | ||
Temporary equity, shares issued | 0 | 145,650 | ||
Temporary equity, shares outstanding | 0 | 145,650 | ||
Temporary equity, liquidation preference | $ | $ 0 | $ 6,500 | ||
Series B Redeemable Convertible Preferred Stock [Member] | ||||
Temporary equity, par value | $ / shares | $ 0.001 | $ 0.001 | ||
Temporary equity, shares authorized | 0 | 419,841 | ||
Temporary equity, shares issued | 0 | 223,683 | ||
Temporary equity, shares outstanding | 0 | 223,683 | ||
Temporary equity, liquidation preference | $ | $ 0 | $ 21,500 | ||
Series C Redeemable Convertible Preferred Stock [Member] | ||||
Temporary equity, par value | $ / shares | $ 0.001 | $ 0.001 | ||
Temporary equity, shares authorized | 0 | 1,141,544 | ||
Temporary equity, shares issued | 0 | 94,988 | ||
Temporary equity, shares outstanding | 0 | 94,988 | ||
Temporary equity, liquidation preference | $ | $ 0 | $ 10,100 | ||
Ordinary Shares [Member] | ||||
Common stock, par value | ₪ / shares | ₪ 0.35 | ₪ 0.35 | ||
Common stock, shares authorized | 34,285,714 | 34,285,714 | 0 | |
Common stock, shares issued | 9,018,261 | 9,018,261 | 0 | |
Common stock, shares outstanding | 9,018,261 | 9,018,261 | 0 |
Condensed Consolidated Statemen
Condensed Consolidated Statements of Operations and Comprehensive Loss - USD ($) $ in Thousands | 3 Months Ended | 12 Months Ended | ||
Mar. 31, 2024 | Mar. 31, 2023 | Dec. 31, 2023 | Dec. 31, 2022 | |
Income Statement [Abstract] | ||||
Services revenue | $ 1 | $ 310 | $ 8 | |
Cost of services | 197 | |||
Gross profit | 1 | 113 | 8 | |
Operating expenses | ||||
Research and development | 1,550 | 1,596 | 4,706 | 7,776 |
General and administrative | 2,289 | 3,923 | 10,064 | 5,156 |
Total operating expenses | 3,839 | 5,519 | 14,770 | 12,932 |
Loss from operations | (3,838) | (5,519) | (14,657) | (12,924) |
Other income (expense), net | ||||
Change in fair value of SAFEs | (1,865) | (1,736) | ||
Change in fair value of warrant liability | 11 | 1,096 | ||
Change in fair value of redeemable convertible preferred stock warrant liability | 4,950 | (2,515) | ||
Other income | 61 | 16 | 179 | 1,032 |
Total Other income (expense) | 72 | (753) | 3,393 | (1,483) |
Net loss | (3,766) | (6,272) | (11,264) | (14,407) |
Other comprehensive income | ||||
Change in foreign currency translation adjustment | 65 | 110 | ||
Comprehensive loss | $ (3,701) | $ (6,272) | $ (11,154) | $ (14,407) |
Net loss per share basic | $ (0.42) | $ (6.46) | $ (3.41) | $ (21.97) |
Net loss per share diluted | $ (0.42) | $ (6.46) | $ (3.41) | $ (21.97) |
Weighted-average common shares outstanding basic | 9,018,261 | 970,192 | 3,302,818 | 655,665 |
Weighted-average common shares outstanding diluted | 9,018,261 | 970,192 | 3,302,818 | 655,665 |
Condensed Consolidated Statem_2
Condensed Consolidated Statements of Changes in Redeemable Convertible Preferred Stock and Shareholders' Equity (Deficit) - USD ($) | Preferred Stock [Member] Redeemable Convertible Preferred Stock [Member] | Common Stock [Member] | Ordinary Shares [Member] | Additional Paid-in Capital [Member] | Retained Earnings [Member] | AOCI Attributable to Parent [Member] | Total |
Temporary equity, balance, shares at Dec. 31, 2021 | 977,348 | ||||||
Temporary equity, balance at Dec. 31, 2021 | $ 58,815,000 | ||||||
Balance at Dec. 31, 2021 | $ 6,000 | $ 2,688,000 | $ (56,637,000) | $ (53,943,000) | |||
Balance, shares at Dec. 31, 2021 | 356,610 | ||||||
Temporary equity, Balance | $ 4,693,000 | ||||||
Temporary equity, Balance, shares | 53,393 | ||||||
Temporary equity, Balance | $ 2,566,000 | ||||||
Temporary equity, Balance, shares | 41,595 | ||||||
Temporary equity, Balance | $ (13,265,000) | $ 6,000 | 13,259,000 | 13,265,000 | |||
Temporary equity, Balance, shares | (411,858) | 411,858 | |||||
Temporary equity, Balance | $ (17,457,000) | $ 3,000 | 17,454,000 | 17,457,000 | |||
Temporary equity, Balance, shares | (196,157) | 196,157 | |||||
Temporary equity, Balance | 79,000 | 79,000 | |||||
Share-Based Compensation Arrangement by Share-Based Payment Award, Options, Exercises in Period | 5,567 | ||||||
Share-based compensation expense | 581,000 | 581,000 | |||||
Net loss | (14,407,000) | (14,407,000) | |||||
Net loss | (14,407,000) | ||||||
Temporary equity, balance, shares at Dec. 31, 2022 | 464,321 | ||||||
Temporary equity, balance at Dec. 31, 2022 | $ 35,352,000 | ||||||
Ending balance, value at Dec. 31, 2022 | 35,352,000 | $ 15,000 | 34,061,000 | (71,044,000) | (36,968,000) | ||
Balance, shares at Dec. 31, 2022 | 970,192 | ||||||
Share-based compensation expense | 116,000 | 116,000 | |||||
Net loss | (6,272,000) | ||||||
Net loss | (6,272,000) | (6,272,000) | |||||
Temporary equity, balance, shares at Mar. 31, 2023 | 464,321 | ||||||
Temporary equity, balance at Mar. 31, 2023 | $ 35,352,000 | ||||||
Ending balance, value at Mar. 31, 2023 | $ 35,352,000 | $ 15,000 | 34,177,000 | (77,316,000) | (43,124,000) | ||
Balance, shares at Mar. 31, 2023 | 970,192 | ||||||
Temporary equity, balance, shares at Dec. 31, 2022 | 464,321 | ||||||
Temporary equity, balance at Dec. 31, 2022 | $ 35,352,000 | ||||||
Balance at Dec. 31, 2022 | 35,352,000 | $ 15,000 | 34,061,000 | (71,044,000) | $ (36,968,000) | ||
Balance, shares at Dec. 31, 2022 | 970,192 | ||||||
Share-Based Compensation Arrangement by Share-Based Payment Award, Options, Exercises in Period | 48,571 | ||||||
Share-based compensation expense | 589,000 | $ 589,000 | |||||
Net loss | (11,264,000) | (11,264,000) | |||||
Temporary equity, Balance | $ 200,000 | 17,474,000 | 17,674,000 | ||||
Reverse merger, shares | 2,300,378 | ||||||
Temporary equity, Balance | (15,000) | $ 85,000 | (70,000) | ||||
Issuance of post-merger ordinary shares at an exchange ratio per pre-merger common share,shares | (970,192) | 970,192 | |||||
Temporary equity, Balance | $ (6,653,000) | $ 13,000 | 6,640,000 | 6,653,000 | |||
Temporary equity, Balance, shares | (145,650) | 145,650 | |||||
Temporary equity, Balance | $ 230,000 | (230,000) | |||||
Stock Issued During Period Shares Issuance Of Ordinary Shares For Incentive Shares | 2,633,967 | ||||||
Temporary equity, Balance | $ 166,000 | (166,000) | |||||
Issuance of ordinary shares for anti-dilution shares related to Series A, B, C and D redeemable convertible preferred stock, net of issuance costs, shares | 1,893,649 | ||||||
Temporary equity, Balance | $ (21,440,000) | $ 20,000 | 21,420,000 | 21,440,000 | |||
Temporary equity, Balance, shares | (223,683) | 223,683 | |||||
Temporary equity, Balance | $ (7,259,000) | $ 8,000 | 7,251,000 | 7,259,000 | |||
Temporary equity, Balance, shares | (94,988) | 94,988 | |||||
Temporary equity, Balance | $ 2,478,000 | ||||||
Temporary equity, Balance, shares | 384,837 | ||||||
Issuance of Series D preferred stock through conversion of Series D-2 SAFEs, net of issuance costs | $ 1,419,000 | ||||||
Issuance of Series D preferred stock through conversion of Series D-2 SAFEs, net of issuance costs, shares | 124,023 | ||||||
Issuance of Series D preferred stock | $ 3,983,000 | ||||||
Issuance of Series D preferred stock, shares | 246,579 | ||||||
Loss on conversion of Series D-1 and D-2 SAFEs | 1,736,000 | 1,736,000 | |||||
Temporary equity, Balance | $ (7,880,000) | $ 66,000 | 7,814,000 | 7,880,000 | |||
Temporary equity, Balance, shares | (755,439) | 755,439 | |||||
Temporary equity, Balance | 5,000 | 5,000 | |||||
Exercise of pre-merger Notable Labs, Inc. stock options, shares | 315 | ||||||
Comprehensive income | 110,000 | 110,000 | |||||
Net loss | (11,154,000) | ||||||
Temporary equity, balance, shares at Dec. 31, 2023 | |||||||
Temporary equity, balance at Dec. 31, 2023 | |||||||
Ending balance, value at Dec. 31, 2023 | $ 788,000 | 96,524,000 | (82,308,000) | 110,000 | 15,114,000 | ||
Balance, shares at Dec. 31, 2023 | 9,018,261 | ||||||
Share-based compensation expense | 132,000 | 132,000 | |||||
Net loss | (3,766,000) | ||||||
Net loss | (3,766,000) | 65,000 | (3,701,000) | ||||
Ending balance, value at Mar. 31, 2024 | $ 788,000 | $ 96,656,000 | $ (86,074,000) | $ 175,000 | $ 11,545,000 | ||
Balance, shares at Mar. 31, 2024 | 9,018,261 |
Condensed Consolidated Statem_3
Condensed Consolidated Statements of Changes in Redeemable Convertible Preferred Stock and Shareholders' Equity (Deficit) (Parenthetical) - USD ($) $ in Thousands | 12 Months Ended | |
Dec. 31, 2023 | Dec. 31, 2022 | |
Statement of Stockholders' Equity [Abstract] | ||
Debt Issuance Costs, Net | $ 207 | |
Issuance of stock and convertible preferred stock series C warrant liability | 1,154 | |
Issuance of convertible redeemable preferred stock warrant liability issuance costs | $ 899 | |
Shares Issued, Price Per Share | $ 0.0629 | |
Issuance of stock issuance of ordinary shares for incentive shares | $ 14,381 | |
Issuance costs | 10,339 | |
Issuance costs | 1,873 | |
Issuance of series D preferred stock through conversion of Series D-2 SAFEs, net of issuance costs | $ 584 |
Condensed Consolidated Statem_4
Condensed Consolidated Statements of Cash Flows - USD ($) $ in Thousands | 3 Months Ended | 12 Months Ended | ||
Mar. 31, 2024 | Mar. 31, 2023 | Dec. 31, 2023 | Dec. 31, 2022 | |
CASH FLOWS FROM OPERATING ACTIVITIES | ||||
Net loss | $ (3,766) | $ (6,272) | $ (11,264) | $ (14,407) |
Adjustments to reconcile net loss to net cash used in operating activities: | ||||
Depreciation | 63 | 68 | 257 | 323 |
Share-based compensation | 132 | 116 | 589 | 581 |
Non-cash operating leases | 113 | 184 | 614 | 225 |
Loss on disposal of fixed assets | 43 | |||
Loss on sale of marketable securities | 2 | |||
Gain from PPP loan forgiveness | (1,038) | |||
Change in fair value of SAFEs | 1,865 | 1,736 | ||
Change in fair value of redeemable convertible preferred stock warrant liability | (4,950) | 2,515 | ||
Change in fair value of warrant liability | (11) | (1,096) | ||
Change in operating assets and liabilities | ||||
Prepaid expenses and other current assets | (139) | 284 | ||
Prepaid expenses | 237 | 577 | ||
Other assets | 18 | 138 | ||
Accounts payable | (230) | 1,735 | 790 | 44 |
Accrued expenses and other current liabilities | 10 | 87 | (728) | (186) |
Accounts payable - related parties | (20) | (18) | 60 | |
Operating lease liabilities | (107) | (187) | (603) | (226) |
Net cash used in operating activities | (3,561) | (2,923) | (13,716) | (11,642) |
CASH FLOWS FROM INVESTING ACTIVITIES | ||||
Purchases of property and equipment | (6) | (4) | (65) | (41) |
Purchases of marketable securities | (594) | |||
Proceeds from disposal of property and equipment | 95 | |||
Proceeds from maturities of marketable securities | 594 | |||
Proceeds from sales of marketable securities | 870 | |||
Net cash from business combination | 15,605 | |||
Net cash used in investing activities | (6) | (4) | 15,540 | 924 |
CASH FLOWS FROM FINANCING ACTIVITIES | ||||
Proceeds from exercise of employee stock options | 5 | 79 | ||
Proceeds from issuance of redeemable convertible preferred stock and warrants, net of issuance costs | 3,983 | 5,810 | ||
Repayment of finance lease liabilities | (19) | (7) | (63) | |
Proceeds from issuance of SAFE agreements | 4,351 | 3,897 | 4,009 | |
Net cash (used in) provided by financing activities | (19) | 4,344 | 7,822 | 9,898 |
Net increase (decrease) in cash and cash equivalents | (3,586) | 1,417 | 9,646 | (820) |
Effect of exchange rate changes on cash | (68) | 598 | ||
Cash and cash equivalents at the beginning of the period | 11,825 | 1,581 | 1,581 | 2,401 |
Cash and cash equivalents at the end of the period | 8,171 | 2,998 | 11,825 | 1,581 |
SUPPLEMENTAL DISCLOSURE OF NON-CASH FINANCING ACTIVITIES: | ||||
Issuance of finance lease liability for finance lease right-of-use asset | $ 405 | 405 | ||
Issuance of operating lease liability for operating lease right-of-use asset | 1,950 | 181 | ||
Issuance of ordinary shares for conversion of Series A redeemable convertible preferred stock | 6,653 | |||
Issuance of ordinary shares for conversion of Series B redeemable convertible preferred stock | 21,440 | |||
Issuance of ordinary shares for conversion of Series C redeemable convertible preferred stock | 7,259 | |||
Issuance of ordinary shares for anti-dilution shares related to Series A, B, C, and D redeemable convertible preferred stock | 166 | |||
Issuance of ordinary shares for incentive shares related to Series A, B, C, and D redeemable convertible preferred stock | 230 | |||
Issuance of ordinary shares for conversion of SAFEs | 7,880 | |||
Fair value allocated at issuance to Series C warrants | 2,053 | |||
Series C redeemable convertible preferred stock issuance costs in accrued expenses | 38 | |||
Conversion of Series A and Series B redeemable convertible preferred stock to common stock | $ 30,722 |
ORGANIZATION AND DESCRIPTION OF
ORGANIZATION AND DESCRIPTION OF BUSINESS | 3 Months Ended | 12 Months Ended |
Mar. 31, 2024 | Dec. 31, 2023 | |
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. | 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 as of December 31, 2023, Notable Labs, Inc. (“Notable US”), VBL, Inc. (“VBL”) and Notable Therapeutics, Inc. (“Therapeutics”) (together, 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 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, 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 December 31, 2023 and 2022, the Company had an accumulated deficit of approximately $ 82.3 71.0 11.8 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 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. NOTABLE LABS, LTD. NOTES TO CONSOLIDATED FINANCIAL STATEMENTS DECEMBER 31, 2023 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. |
SIGNIFICANT ACCOUNTING POLICIES
SIGNIFICANT ACCOUNTING POLICIES | 3 Months Ended | 12 Months Ended |
Mar. 31, 2024 | Dec. 31, 2023 | |
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. 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. | NOTE 2 – SIGNIFICANT ACCOUNTING POLICIES (a) Basis of Presentation The accompanying consolidated financial statements have been prepared in accordance with accounting principles generally accepted in the United States of America (“GAAP”) and include all adjustments necessary for the fair presentation of the Company’s financial position for the periods presented. Any reference in these notes to applicable accounting guidance is meant to refer to the authoritative GAAP included in the Accounting Standards Codification (“ASC”), and Accounting Standards Update (“ASU”) issued by the Financial Accounting Standards Board (“FASB”) and pursuant to the rules and regulations of the Securities and Exchange Commission (“SEC”). Notable 1-for-35 reverse stock split be entitled to receive a fractional ordinary share was entitled to receive an additional Notable Ordinary Share. The number of shares on equity related disclosures included in this Annual Report on Form 10-K, including the consolidated financial statements and accompanying notes, were retroactively adjusted to reflect the effects of the Reverse Share Split and the Exchange Ratio. (b) Principles of Consolidation The consolidated financial statements include the accounts of Notable Labs, Ltd. and its wholly owned subsidiaries, all of which are denominated in U.S. dollars. All intercompany balances and transactions have been eliminated in consolidation. (c) Use of Estimates and Judgments The preparation of the consolidated financial statements in conformity with GAAP generally requires management to make certain estimates and assumptions that affect the reported amounts in the 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 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, and redeemable convertible preferred stock warrant liability in the accompanying 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 CONSOLIDATED FINANCIAL STATEMENTS DECEMBER 31, 2023 (d) Functional and Presentation Currency 1) Functional and presentation currency The U.S. dollar (“dollar”) is the currency of the primary economic environment in which the operations of the Company are conducted. Accordingly, the functional and presentation currency of the Company and its U.S. subsidiary is the dollar. 2) Transactions and balances Transactions and balances originally denominated in dollars are presented at their original amounts. Balances in non-dollar currencies are translated into dollars using historical and current exchange rates for non-monetary and monetary balances, respectively. For non-dollar transactions and other items in the consolidated statements of operations and comprehensive loss All foreign exchange gains and losses are presented in the consolidated statements of operations and comprehensive loss (e) Concentration of Credit Risk and Other Risks and Uncertainties Financial instruments that potentially subject the Company to significant concentrations of credit risk consist primarily of cash and cash equivalents. The Company has significant cash balances at financial institutions which throughout the year regularly exceed the federally insured limit of $ 250,000 The Company is subject to a number of risks similar to other early stage biopharmaceutical companies, including, but not limited to, the need to obtain adequate additional funding, possible failure of current or future preclinical studies or clinical trials, its reliance on third parties to conduct its clinical trials, the need to obtain regulatory and marketing approvals for its product candidates, competitors developing new technological innovations, the need to successfully commercialize and gain market acceptance of the Company’s product candidates, protection of its proprietary technology, and the need to secure and maintain adequate manufacturing arrangements with third parties. These efforts will require significant amounts of additional capital, adequate personnel infrastructure and extensive compliance and reporting. The Company’s product candidates are still in development and, to date, none of the Company’s product candidates have been approved for sale and, therefore, the Company has not generated any revenue from product sales. There can be no assurance that the Company’s research and development will be successfully completed, that adequate protection for the Company’s intellectual property will be obtained or maintained, that any products developed will obtain necessary government regulatory approval or that any approved products will be commercially viable. Even if the Company’s product development efforts are successful, it is uncertain when, if ever, the Company will generate revenue from product sales. The Company operates in an environment of rapid technological change and substantial competition from other pharmaceutical and biotechnology companies. In addition, the Company is dependent upon the services of its employees, consultants and other third parties. Significant customers are those that represent 10 98.1 59.8 40.1 100 100 NOTABLE LABS, LTD. NOTES TO CONSOLIDATED FINANCIAL STATEMENTS DECEMBER 31, 2023 (f) 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 the Company’s long-lived assets are maintained in, and all revenues and losses are attributable to, the United States of America. (g) Cash and Cash Equivalents The Company considers all highly liquid investments, which include short-term bank deposits (up to three months from date of deposit) that are not restricted as to withdrawal date or use, to be cash and cash equivalents. Financial instruments that potentially subject the Company to significant concentrations of credit risk consist primarily of cash and cash equivalents. The Company maintains bank deposits in federally insured financial institutions and these deposits may exceed federally insured limits. The Company is exposed to credit risk in the event of default by the financial institutions holding its cash and cash equivalents to the extent recorded in the balance sheet s (h) Deferred Offering Costs The Company capitalizes certain legal, professional accounting and other third-party fees that are directly associated with in-process equity financings as deferred offering costs until such financings are consummated. After consummation of the equity financing, these costs are recorded in shareholders’ equity (deficit) as a reduction of additional paid-in capital generated as a result of the offering. Should the in-process equity financing be abandoned, the deferred offering costs will be expensed immediately as a charge to operating expenses in the consolidated statements of operations and comprehensive loss. No (i) Property and Equipment, Net Property and equipment are presented at cost, net of accumulated depreciation. Depreciation is recorded using the straight-line method over the estimated useful life and begins at the time the asset is placed in service. The estimated useful life of each asset category is as follows: SCHEDULE OF ESTIMATED USEFUL LIVES Computer equipment 3 Laboratory equipment 5 Furniture and office equipment 7 Leasehold improvements Lesser of useful life or remaining lease term Upon sale or retirement of assets, the cost and related accumulated depreciation are removed from the consolidated balance sheets and the resulting gain or loss is reflected in the consolidated statements of operations and comprehensive loss. Maintenance and repairs are charged to expense as incurred and costs of major replacements or improvements are capitalized. NOTABLE LABS, LTD. NOTES TO CONSOLIDATED FINANCIAL STATEMENTS DECEMBER 31, 2023 (j) Impairment of Long-Lived Assets The Company evaluates the carrying amount of its long-lived assets, such as property and equipment, whenever events or changes in circumstances indicate that the assets may not be recoverable. The recoverability of assets to be held and used is assessed by comparing the carrying amount to the estimated undiscounted future cash flows expected to be generated by the asset or asset group. If the carrying amount exceeds the estimated undiscounted future cash flows, an impairment loss is recognized for the excess of the book value of the asset over fair value. There was no (k) Revenue Recognition The Company performed certain diagnostics services on a limited basis as an outsourced provider through the years ended December 31, 2023 and 2022, 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 December 31, 2023 and 2022, an allowance for doubtful accounts was not considered necessary as all accounts receivable were deemed collectible. (l) Leases Under ASC 842, Leases The Company determines whether leases meet the classification criteria of a finance or operating lease at the lease commencement date considering: (1) whether the lease transfers ownership of the underlying asset to the lessee at the end of the lease term, (2) whether the lease grants the lessee an option to purchase the underlying asset that the lessee is reasonably certain to exercise, (3) whether the lease term is for a major part of the remaining economic life of the underlying asset, (4) whether the present value of the sum of the lease payments and residual value guaranteed by the lessee equals or exceeds substantially all of the fair value of the underlying asset, and (5) whether the underlying asset is of such a specialized nature that it is expected to have no alternative use to the lessor at the end of the lease term. As of December 31, 2023 and 2022, the Company’s lease population consisted of real estate and laboratory equipment, all but one of which are classified as operating leases. As of December 31, 2023, the Company had one finance lease and as of December 31, 2022, the Company had no finance leases. The Company leases certain equipment under a finance lease. The economic substance of the lease is a financing transaction for acquisition of equipment. Accordingly, the right-of-use assets for this lease is included in the consolidated balance sheets as a finance lease, right-of-use (“ROU”) asset, net of accumulated depreciation, with a corresponding amount recorded in current portion of financing lease obligations or noncurrent portion of financing lease obligations, as appropriate. The financing lease assets are amortized over the life of the lease or, if shorter, the life of the leased asset, on a straight-line basis and included in depreciation expense. The interest associated with financing lease obligations is included in interest expense. Real estate lease agreements that include lease and non-lease components are accounted for as a single lease component. The Company has elected to not combine lease and non-lease components for laboratory equipment leases. Lease agreements with a noncancelable term of less than 12 months are not recorded on the Company’s consolidated balance sheets. Lease expense related to such short-term leases is recognized on a straight-line basis over the lease term. NOTABLE LABS, LTD. NOTES TO CONSOLIDATED FINANCIAL STATEMENTS DECEMBER 31, 2023 Operating lease right-of-use assets and operating lease liabilities are recognized at the lease commencement date based on the present value of lease payments over the lease term. ROU assets represent the Company’s right to use an underlying asset for the lease term and operating lease liabilities represent the Company’s obligation to make lease payments arising from the lease. In determining the present value of lease payments, the Company uses its incremental borrowing rate based on the information available at the lease commencement date if the rate implicit in the lease is not readily determinable. The Company determines the incremental borrowing rate based on the information available at the lease commencement date, which represents an internally developed rate that would be incurred to borrow, on a collateralized basis, over a similar term, an amount equal to the lease payments in a similar economic environment. Applying different judgments to the same facts and circumstances could result in the estimated amounts to vary. (m) Redeemable Convertible Preferred Stock The Company records redeemable convertible preferred stock at fair value on the dates of issuance, unless an exception applies, net of issuance costs. The redeemable convertible preferred stock has been classified outside of shareholders’ equity (deficit) as temporary equity on the accompanying consolidated balance sheets because the shares contain certain redemption features that are not solely within the control of the Company. The redeemable convertible preferred stock is not generally redeemable; however, upon certain change in control events including liquidation, sale or transfer of control of the Company, holders of the redeemable convertible preferred stock may have the right to receive its liquidation preference under the terms of the certificate of incorporation. The carrying values of the redeemable convertible preferred stock are adjusted to their liquidation preferences if and when it becomes probable that such a liquidation event will occur. All of the redeemable convertible preferred stock was converted at the time of the merger. (n) Redeemable Convertible Preferred Stock Warrant Liabilities The Company classifies warrants to purchase redeemable convertible preferred stock as liabilities at fair value when the underlying shares are contingently redeemable and adjusts the instruments to fair value at each reporting period. The warrants to purchase redeemable convertible preferred stock are subject to re-measurement at each balance sheet date until exercised or expired, and any change in fair value is recognized as a component of other income (expense), net in the consolidated statements of operations and comprehensive loss. Offering costs associated with the issuance of redeemable convertible preferred stock warrant liabilities are allocated on a relative basis and expensed as incurred. (o) Research and Development Expenses Research and development expenses are charged to expense as incurred. Research and development expenses include payroll and personnel costs related to research and development activities, materials costs, external clinical drug product manufacturing costs, outside services costs, repair, maintenance and depreciation costs for research and development equipment, as well as facility costs used for research and development activities. Nonrefundable advance payments for goods or services that will be used or rendered for future research and development activities are capitalized and expensed as the goods are delivered or the related services are performed. The Company continues to evaluate whether it expects the goods to be delivered or services to be rendered and charges to expense any portion of the advance payment that has been capitalized when the entity no longer expects the goods to be delivered or services to be rendered. (p) Accrued Research and Development Expenses The Company records accruals for estimated costs of research, preclinical studies, clinical trials, and manufacturing development, within accrued expenses and other current liabilities which are significant components of research and development expenses. Some of the Company’s ongoing research and development activities are conducted by third-party service providers, contract research organizations (“CROs”) and contract development and manufacturing organizations (“CDMOs”). The financial terms of these contracts are subject to negotiations, which vary from contract to contract and may result in payment flows that do not match the periods over which materials or services are provided to the Company under such contracts. The Company accrues the costs incurred under agreements with these third parties based on estimates of actual work completed in accordance with the respective agreements. The Company determines the estimated costs through discussions with internal personnel and external service providers as to the progress, stage of completion or actual timeline (start-date and end-date) of the services and the agreed-upon fees to be paid for such services. NOTABLE LABS, LTD. NOTES TO CONSOLIDATED FINANCIAL STATEMENTS DECEMBER 31, 2023 If the actual timing of the performance of services or the level of effort varies from the estimate, the Company adjusts accrued expenses or prepaid expenses accordingly, which impact research and development expenses. Although the Company does not expect its estimates to be materially different from amounts actually incurred, the Company’s understanding of the status and timing of services performed relative to the actual status and timing of services performed may vary and may result in reporting amounts that are too high or too low in any particular period. To date, there have not been any material adjustments to the Company’s prior estimates of research and development expenses. (q) Stock-Based Compensation Expense The Company maintains equity incentive plans as a long-term incentive for employees, consultants, and directors. The plans allow for the issuance of incentive stock options (“ISO”), non-statutory stock options (“NSO”), and restricted stock awards. The Company measures the estimated fair value of the stock-based awards on the date of the grant and recognizes compensation expense for those awards over the requisite service period, which is generally the vesting period of the respective awards. The Company records expense for awards with service-based vesting using the straight-line method. The Company accounts for forfeitures as they occur. For performance-based awards, the Company recognizes share-based compensation expense over the requisite service period using the accelerated attribution method when achievement of the performance criteria becomes probable. The fair value of each stock award is determined based on the number of shares granted and the value of the ordinary shares on the date of grant. Subsequent to the merger, the Company has an active market for the Company’s ordinary shares and uses the Black-Scholes option-pricing model that requires the use of a number of complex, subjective assumptions including the estimated fair value of the ordinary shares, expected volatility, risk-free interest rate, expected dividend rate, and expected term of the option. Previous to the merger, there was an absence of an active market for Notable US common and restricted stock that required the Board of Directors (the “Board”) to determine the fair value of its common and restricted stock for purposes of granting stock awards with assistance from management and an independent third-party valuation firm. The fair value of each stock option award was estimated on the date of grant using the Black-Scholes option pricing model. Notable US had been a private company and lacked company-specific historical and implied fair value information, therefore, determining the best estimated fair value of Notable US’ common and restricted stock required significant judgment. The Board considered numerous objective and subjective factors to determine the fair value of Notable US’ common stock options at each meeting in which awards are approved. The factors considered included, but were not limited to (i) the results of contemporaneous independent third-party valuations of Notable US’ common stock and the prices, rights, preferences and privileges of Notable US’ redeemable convertible preferred stock relative to those of its common stock; (ii) the lack of marketability of the Notable US’ common stock; (iii) actual operating and financial results; (iv) current business conditions and projections in relation to Notable US’ stage of development; (v) the likelihood of achieving a liquidity event, such as an initial public offering or sale of Notable US, given prevailing market conditions; (vi) precedent transactions involving Notable US’ shares; and (vii) significant milestones and progress of research and development efforts. Subsequent to the merger, the Company determines the expected ordinary share volatility using the weighted average historical volatility of the Company’s ordinary shares. Prior to the merger, the Company determined the expected stock volatility using a weighted average of the historical volatility of a group of guideline companies that issued options with substantially similar terms, and expects to continue to do so until such time as the Company has adequate historical data regarding the volatility of its own traded stock price. The expected term of the Company’s stock options has been determined utilizing the simplified method. The risk-free interest rate is determined by reference to the U.S. Treasury yield curve in effect at the time of grant of the award for time periods approximately equal to the expected term of the award. The Company has not paid, and does not anticipate paying, cash dividends on its common stock; therefore, the expected dividend yield is assumed to be zero. The Company classifies stock-based compensation expense in its consolidated statements of operations and comprehensive loss in the same manner in which the award recipient’s cash compensation costs are classified. NOTABLE LABS, LTD. NOTES TO CONSOLIDATED FINANCIAL STATEMENTS DECEMBER 31, 2023 See Note 12 for the assumptions used by the Company in determining the grant date fair value of stock-based awards granted, as well as a summary of the stock-based award activity under the Company’s equity incentive plans for the year ended December 31, 2023. (r) Fair Value Measurement Fair value accounting is applied for all financial assets and liabilities that are recognized or disclosed at fair value in the consolidated financial statements on a recurring basis. Financial instruments such as cash and cash equivalents, accounts payable and accrued liabilities approximate fair value due to their relatively short maturities. Assets and liabilities recorded at fair value on a recurring basis in the consolidated balance sheets are categorized based on the level of judgment associated with the inputs used to measure their fair values. Fair value is defined as the exchange price that would be received for an asset or an exit price that would be paid to transfer a liability in the principal or most advantageous market for the asset or liability in an orderly transaction between market participants on the measurement date. The Company determines the fair value of financial assets and liabilities using the fair value hierarchy that describes three levels of inputs that may be used to measure fair value as follows: Level 1 Observable inputs such as unadjusted, quoted prices in active markets for identical assets or liabilities at the measurement date. Level 2 Inputs (other than quoted prices included in Level 1) are either directly or indirectly observable for the asset or liability. These include quoted prices for similar assets or liabilities in active markets and quoted prices for identical or similar assets or liabilities in markets that are not active. Level 3 Unobservable inputs that reflect management’s best estimate of what market participants would use in pricing the asset or liability at the measurement date. Consideration is given to the risk inherent in the valuation technique and the risk inherent in the inputs to the model. (s) Income Taxes The Company accounts for income taxes using the liability method, whereby deferred tax asset and liability account balances are determined based on differences between the financial reporting and tax bases of assets and liabilities and are measured using the enacted tax rates and laws that will be in effect when the differences are expected to reverse. The Company provides a valuation allowance when it is more likely than not that some portion, or all, of the Company’s deferred tax assets will not be realized. The Company accounts for income tax contingencies using a benefit recognition model. If it considers that a tax position is more likely than not to be sustained upon audit, based solely on the technical merits of the position, it recognizes the benefit. The Company measures the benefit by determining the amount that is greater than 50% The Company is subject to taxation in the Israel, the United States federal jurisdiction and various state jurisdictions. Due to the Company’s losses incurred, the Company has been subject to the income tax examination by authorities since inception. The Company’s policy is to recognize interest expense and penalties related to income tax matters as a component of income tax expense. As of December 31, 2023, there were no (t) Net Loss Per Share Basic net loss per share attributable to ordinary shareholders is calculated by dividing the net loss attributable to ordinary shareholders by the weighted-average number of shares of ordinary shares outstanding during the period, without consideration for potentially dilutive securities. NOTABLE LABS, LTD. NOTES TO CONSOLIDATED FINANCIAL STATEMENTS DECEMBER 31, 2023 Diluted net loss per share attributable to ordinary shareholders is computed by dividing the net loss attributable to ordinary shareholders by the weighted-average number of ordinary shares and potentially dilutive securities outstanding for the period. For purposes of the diluted net loss per share calculation, redeemable convertible preferred stock, stock options, and warrants to purchase redeemable convertible preferred stock are considered to be potentially dilutive securities. The Company applies the two-class method to calculate its basic and diluted net loss per share as the Company has issued shares that meet the definition of participating securities. The two-class method is an earnings allocation formula that treats a participating security as having rights to earnings that otherwise would have been available to ordinary shareholders. The Company’s participating securities contractually entitle the holders of such shares to participate in dividends, but do not contractually require the holders of such shares to participate in losses of the Company. Accordingly, in periods in which the Company reports a net loss, such losses are not allocated to such participating securities. Accordingly, in periods in which the Company reports a net loss, diluted net loss per share is the same as basic net loss per share, since dilutive ordinary shares are not assumed to have been issued if their effect is anti-dilutive. (u) Commitments and Contingencies Liabilities for loss contingencies arising from claims, assessments, litigation, fines, and penalties and other sources are recorded if and when it is probable that a liability has been incurred and the amount can be reasonably estimated. Legal costs incurred in connection with loss contingencies are expensed as incurred. (v) Recent Accounting Pronouncements From time to time, new accounting pronouncements are issued by the FASB or other standard setting bodies and adopted by the Company as of the specified effective date. There are no recently issued accounting pronouncements that management believes will have a material impact on the Company’s financial position, results of operations or cash flows. (w) Recently Adopted Accounting Pronouncements As of December 31, 2023, there are no recently issued accounting standards not yet adopted which would have a material effect on the Company’s consolidated financial statements. |
BUSINESS COMBINATION
BUSINESS COMBINATION | 12 Months Ended |
Dec. 31, 2023 | |
Business Combination, Asset Acquisition, and Joint Venture Formation [Abstract] | |
BUSINESS COMBINATION | NOTE 3 – BUSINESS COMBINATION Upon completion of the Merger and the transactions contemplated in the Merger Agreement, Notable issued 6,717,883 post reverse stock split Ordinary Shares to the former stakeholders of pre-Merger Notable Labs, Inc. at the Exchange Ratio. Upon completion of the Merger and the transactions contemplated in the Merger Agreement, the former stakeholders of pre-Merger Notable Labs, Inc. held approximately 74.2 of Notable’s Ordinary Shares outstanding on a fully diluted basis, including 160,635 Ordinary Shares underlying options and 94,988 Ordinary Shares underlying warrants to purchase shares of pre-Merger Notable Labs, Inc. Holders of pre-Merger Ordinary Shares of Notable held approximately 25.8 % of the outstanding equity of post-merger Notable. In accordance with ASC 805, the Company accounted for the transaction as a reverse merger with Notable Labs, Ltd. (formerly known as Vascular Biogenics, Ltd.) as the legal acquirer and pre-Merger Notable Labs, Inc. as the accounting acquirer. As a result of the transaction, the Company treated the merger as a recapitalization of equity. The Company received approximately $ 15.6 The holders of approximately 52.4 NOTABLE LABS, LTD. NOTES TO CONSOLIDATED FINANCIAL STATEMENTS DECEMBER 31, 2023 |
FAIR VALUE MEASUREMENTS
FAIR VALUE MEASUREMENTS | 3 Months Ended | 12 Months Ended |
Mar. 31, 2024 | Dec. 31, 2023 | |
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 % 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. | NOTE 4 – FAIR VALUE MEASUREMENTS The following tables set forth the Company’s financial liabilities that are measured at fair value on a recurring basis by level with the fair value hierarchy (in thousands): SCHEDULE OF FAIR VALUE OF FINANCIAL LIABILITIES ON RECURRING BASIS As of December 31, 2023 Level 1 Level 2 Level 3 Total Fair Value Liabilities Preferred stock warrant liability $ — $ — $ 163 $ 163 As of December 31, 2022 Level 1 Level 2 Level 3 Total Fair Value Liabilities Preferred stock warrant liability $ — $ — $ 5,113 $ 5,113 There were no transfers between Levels 1, 2, or 3 during the years ended December 31, 2023 and 2022. Additionally, there were no The value of the warrants was based on the estimated value of the warrant using the Black-Scholes model as of December 31, 2023 (Note 11). SCHEDULE BLACK-SCHOLES FAIR VALUE OF WARRANTS ASSUMPTION In connection with the Merger Agreement, the Company entered into Simple Agreements for Future Equity (SAFE) with certain investors by which the Company received $ 4.3 384,837 On June 28, 2023, Notable entered into the D-2 SAFE with an investor who committed to purchase shares of Series D-2 Preferred Stock pursuant to the Series D Purchase Agreement. The D-2 SAFE converted into shares of Series D-2 Preferred Stock without a discount and reduced the purchase price owed by each such investor under the Series D Purchase Agreement on a dollar-for-dollar basis. The SAFE holder exchanged the SAFE for 124,023 The following is a summary of the Company’s SAFE warrant liability and SAFE notes activity for the year ended December 31, 2023: SCHEDULE OF SAFE WARRANT LIABILITY Redeemable convertible preferred stock warrant liability SAFE notes Balance as of December 31, 2021 $ - $ — Fair value of warrants at issuance 2,053 - Change in fair value 3,060 - Balance as of December 31, 2022 5,113 — Fair value of SAFE notes at issuance — 6,353 Change in fair value (4,950 ) (3,576 ) Conversion at time of merger - (2,777 ) Balance as of December 31, 2023 $ 163 $ - NOTABLE LABS, LTD. NOTES TO CONSOLIDATED FINANCIAL STATEMENTS DECEMBER 31, 2023 The change in the fair value of the redeemable convertible preferred stock warrant liability resulted from a reduction in the value per warrant based on the fair market valuation of the warrants as of December 31, 2023. The reduction primarily related to the price of the underlying stock being substantially less than previously expected (Note 2(r)). The fair value of SAFE notes at issuance consists of the $ 4.3 2.0 As of December 31, 2023 and 2022, the fair value of financial instruments (cash and cash equivalents, short term bank deposits, restricted bank deposits, other current assets and accounts payable) approximate their carrying amounts. |
BALANCE SHEET COMPONENTS
BALANCE SHEET COMPONENTS | 3 Months Ended | 12 Months Ended |
Mar. 31, 2024 | Dec. 31, 2023 | |
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 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 | 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 December 31, 2023 and 2022 (in thousands): SCHEDULE OF PREPAID EXPENSES AND OTHER CURRENT ASSETS 2023 2022 December 31, 2023 2022 Accounts receivable $ 186 $ 8 Employee retention credit 572 1,237 Prepaid expenses 2,857 119 Prepaid benefits 24 37 Prepaid clinical expenses 6 6 Total prepaid expenses and other current assets $ 3,645 $ 1,407 During fiscal years 2020 and 2021, the Company benefitted from 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. As of December 31, 2023 and 2022, $ 0.6 1.2 0.7 Property and Equipment, Net The following table presents the components of property and equipment, net, as of December 31, 2023 and 2022 (in thousands): SCHEDULE OF PROPERTY AND EQUIPMENT 2023 2022 December 31, 2023 2022 Computer equipment $ 192 $ 171 Laboratory equipment 1,999 1,950 Furniture and office equipment 29 29 Leasehold improvements 73 73 Property plant and equipment, gross 2,293 2,223 Less: accumulated depreciation (1,977 ) (1,781 ) Total property and equipment, net $ 316 $ 442 Depreciation expense was approximately $ 0.3 NOTABLE LABS, LTD. NOTES TO CONSOLIDATED FINANCIAL STATEMENTS DECEMBER 31, 2023 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 December 31, 2023 and 2022 (in thousands): SCHEDULE OF ACCRUED EXPENSES AND OTHER CURRENT LIABILITIES 2023 2022 December 31, 2023 2022 Accrued expenses $ 107 $ 591 Accrued employee expenses 78 10 Accrued bonuses 233 239 Total accrued expenses and other current liabilities $ 418 $ 840 |
ACCOUNTS PAYABLE - RELATED PART
ACCOUNTS PAYABLE - RELATED PARTIES | 3 Months Ended | 12 Months Ended |
Mar. 31, 2024 | Dec. 31, 2023 | |
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 | NOTE 6 – ACCOUNTS PAYABLE AND ACCRUED EXPENSES - RELATED PARTIES ACCOUNTS PAYABLE - RELATED PARTIES As of December 31, 2023 and 2022, the Company owed related parties the following (in thousands): SCHEDULE OF ACCOUNTS PAYABLE AND ACCRUED EXPENSES RELATED PARTIES December 31, 2023 December 31, 2022 Accounts Accrued Accounts Accrued Payable Expenses Total Payable Expenses Total Former Chairman of Board of Directors $ - $ - $ - $ - $ 60 $ 60 Board Member $ 42 $ - $ 42 $ - $ - $ - For consulting services with the Former Chairman of the Board, the Company recorded general and administrative expenses of $ 273,750 365,000 For consulting services with the Board Member, the Company recorded general and administrative expenses of $ 218,903 0 NOTABLE LABS, LTD. NOTES TO CONSOLIDATED FINANCIAL STATEMENTS DECEMBER 31, 2023 |
CO-DEVELOPMENT AND LICENSE AGRE
CO-DEVELOPMENT AND LICENSE AGREEMENTS | 3 Months Ended | 12 Months Ended |
Mar. 31, 2024 | Dec. 31, 2023 | |
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. 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 | 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. 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 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 Notable is primarily focused on optimizing Notable’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 $ 46 1.1 |
LEASES
LEASES | 3 Months Ended | 12 Months Ended |
Mar. 31, 2024 | Dec. 31, 2023 | |
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 $ - 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 | NOTE 8 - LEASES In February 2023, the Company entered into a finance lease for equipment with a value of $ 405,000 158,000 Leases In April 2023, the Company extended the lease for its facilities in Foster City, California. The term of the lease is extended beginning in June 2023 to May 2027. The Company has the right to terminate the lease effective as of March 2025 upon providing four months of notice and four months of base rent for the year of the notice as an early lease termination fee. The weighted average incremental borrowing rate is 6.0 2.2 The following table summarizes total lease expense during the years ended December 31, 2023 and 2022 (in thousands): SCHEDULE OF LEASES EXPENSES December 31, 2023 December 31, 2022 Amortization of ROU assets - finance lease $ 67 $ - Interest on Lease liabilities - finance lease $ 10 $ - Cash paid for financing lease liabilities $ 73 $ - Cash paid for operating lease liabilities $ 632 $ 751 Operating lease expense $ 728 $ 749 Variable lease expense $ 81 $ 94 Short-term lease expense $ 2 $ 167 NOTABLE LABS, LTD. NOTES TO CONSOLIDATED FINANCIAL STATEMENTS DECEMBER 31, 2023 The following table summarizes maturities of lease liabilities and the reconciliation of lease liabilities as of December 31, 2023 (in thousands): SCHEDULE OF MATURITIES OF LEASE LIABILITIES AND THE RECONCILIATION OF LEASE LIABILITIES Finance Lease Facilities Lease Lease Obligation Finance Lease Facilities Lease 2024 $ 87 $ 536 2025 87 552 2026 87 569 2027 87 240 2028 and thereafter 15 - Total future undiscounted lease payments 363 1,897 Less: imputed interest (22 ) (189 ) Total lease liabilities $ 341 $ 1,708 Information related to the Company’s ROU assets and related lease liabilities was as follows (in thousands except for remaining lease term and discount rate): SCHEDULE OF ROU ASSETS AND RELATED LEASE LIABILITIES Finance Lease Facilities Lease December 31, 2023 Finance Lease Facilities Lease Current finance lease liabilities $ 78 $ - Non-current finance lease liabilities $ 263 $ - Current operating lease liabilities $ - $ 445 Non-current operating lease liabilities $ - $ 1,263 Weighted average remaining lease term in years 4.2 3.4 Weighted average discount rate 3.1 % 6.0 % Finance Lease Facilities Lease December 31, 2022 Facilities Lease Equipment Leases Current operating lease liabilities $ 211 $ 150 Non-current operating lease liabilities $ - $ - Weighted average remaining lease term in years 0.3 0.7 Weighted average discount rate 7.0 % 7.2 % |
PAYCHECK PROTECTION PROGRAM LOA
PAYCHECK PROTECTION PROGRAM LOANS | 12 Months Ended |
Dec. 31, 2023 | |
Paycheck Protection Program Loans | |
PAYCHECK PROTECTION PROGRAM LOANS | NOTE 9 – PAYCHECK PROTECTION PROGRAM LOANS In February 2021, the Company applied for a promissory note under the Paycheck Protection Program and was approved for $ 1.04 1 NOTABLE LABS, LTD. NOTES TO CONSOLIDATED FINANCIAL STATEMENTS DECEMBER 31, 2023 |
CAPITAL STRUCTURE
CAPITAL STRUCTURE | 12 Months Ended |
Dec. 31, 2023 | |
Equity [Abstract] | |
CAPITAL STRUCTURE | NOTE 10 – CAPITAL STRUCTURE Common Stock On October 16, 2023, immediately prior to the closing of the Merger, Notable of Association 0.35 34,285,714 12,000,000 As a result of the Reverse Share Split, the number of issued and outstanding Ordinary Shares immediately prior to the Reverse Share Split was reduced into a smaller number of Ordinary Shares, such that every 35 Ordinary Shares held by a shareholder immediately prior to the Reverse Share Split were combined and reclassified into one Ordinary Share. 9,018,261 As of December 31, 2022, Notable US was authorized to issue 2,836,790 0.001 Simple Agreements for Future Equity Between January and May 2022, Notable US entered into simple agreements for future equity (the “2022 SAFEs”) with certain investors, receiving $ 4.0 If there was a future equity financing before the termination of the SAFEs, on the initial closing of such equity financing, the 2022 SAFEs would automatically convert into the number of shares of preferred stock which would be issued in the equity financing equal to the purchase amount divided by the lowest price per share of the preferred stock sold in the equity financing multiplied by 85%. If there was a liquidity event or dissolution event, the holders of the 2022 SAFEs would automatically be entitled to recieve a portion of the Purchase Amount. The 2022 SAFEs were recorded as a liability at issuance and subject to remeasurement at each reporting date, with changes in fair value recorded in other income (expense), net in the consolidated statements of operations and comprehensive loss. In connection with Notable US’ issuance of shares of Series C-1 redeemable convertible preferred stock beginning in June 2022 at an issuance price of $ 7.1319 6.062115 661,282 0.5 NOTABLE LABS, LTD. NOTES TO CONSOLIDATED FINANCIAL STATEMENTS DECEMBER 31, 2023 Redeemable Convertible Preferred Stock As of December 31, 2022, Notable US was authorized to issue 2,118,892 0.001 From June 2022 to July 2022, Notable US issued a total of 53,393 7.1319 6.1 For each Series C redeemable convertible preferred share issued, Notable US also issued a warrant to purchase Series C redeemable convertible preferred shares (“Series C Warrants”). Approximately $ 2.1 In June 2022, Notable US amended the Certificate of Incorporation to include a Special Mandatory Conversion clause requiring all existing redeemable convertible preferred stockholders to participate in the Series C Preferred Stock issuance. Failure to participate in the Series C Preferred Stock issuance would result in the automatic conversion of the holder’s preferred shares into common shares. In July 2022, 411,858 196,157 Notable US entered into SAFEs with certain investors, during the year ended December 31, 2023, but prior to the Merger, by which Notable US received $ 4.3 384,837 370,602 6.0 124,023 2.0 370,602 6.0 The redeemable convertible preferred shares had the following rights and privileges: Optional Conversion Each share of redeemable convertible preferred stock was convertible, at the option of the holder at any time, into common stock as determined by dividing the original issue price by the conversion price in effect at the time of conversion. As of December 31, 2022, the initial conversion price per share of redeemable convertible preferred stock was equivalent to the original issue price and as such convert on a one-for-one basis prior to any adjustments. The respective applicable conversion price was subject to adjustment upon any future stock splits or stock combinations, reclassifications or exchanges of similar stock, upon a reorganization, merger or consolidation of Notable US, or upon the issuance or sale by Notable US of common stock for consideration less than the applicable conversion price. Mandatory Conversion Each of the redeemable convertible preferred shares would automatically convert into the number of shares of common stock determined in accordance with the conversion rate upon the earlier of (a) the closing of the sale of shares of Common Stock to the public in a firm-commitment underwritten public offering pursuant to an effective registration statement under the Securities Act of 1933, as amended, resulting in at least $ 50,000,000 NOTABLE LABS, LTD. NOTES TO CONSOLIDATED FINANCIAL STATEMENTS DECEMBER 31, 2023 Liquidation Preference In the event of any voluntary or involuntary liquidation, dissolution or winding up of Notable US the holders of shares of outstanding redeemable convertible preferred stock were entitled, on a pro rata, as converted and pari passu basis, to be paid out of the assets of Notable US available for distribution to its stockholders before any payment shall be made to the holders of common stock by reason of their ownership thereof, an amount per share equal to the greater of (i) the applicable original issue price for such series of preferred stock, plus any declared but unpaid dividends, or (ii) such amount per share as would have been payable had all shares of redeemable convertible preferred stock been converted into common stock immediately prior to such liquidation, dissolution, winding up or deemed liquidation event. If the assets of Notable US to be distributed among the holders of redeemable convertible preferred stock were insufficient to permit the payment to such holders, then any assets of Notable US legally available for distribution would be distributed ratably among the holders of redeemable convertible preferred stock in proportion to the preferential amount each such holder was otherwise entitled to receive. After the payment to the holders of redeemable convertible preferred stock of the full preferential amount specified above, any remaining assets of Notable US available for distribution to its stockholders were to be distributed pro rata among the holders of common stock. Dividends The holders of redeemable convertible preferred stock were entitled to receive dividends out of any assets legally available only when, as, and if declared by Notable US’ Board, prior to and in preference to any declaration or payment of any dividend on the common stock. Such dividends are noncumulative. As of December 31, 2023 and 2022, there were no cumulative dividends owed or in arrears. Voting Each holder of redeemable convertible preferred stock was entitled to the number of votes equal to the number of whole shares of common stock into which such shares of redeemable convertible preferred stock could then be converted as of the record date. Holders of redeemable convertible preferred stock were to vote together with the holders of common stock as a single class. The holders of Series A redeemable convertible preferred stock, exclusively and voting together as a separate class on a converted to common stock basis, were entitled to elect one director to the Notable US’ Board. The holders of Series B redeemable convertible preferred stock, exclusively and voting together as a separate class on a converted to common stock basis, were entitled to elect one director to Notable US’ Board. Down-Round Antidilution Protection In the event Notable US issued its common stock without consideration or for consideration per share that is less than the conversion price in effect for each series of the redeemable convertible preferred stock, then the conversion price for that series was to be reduced to increase the number of shares of common stock into which such series of redeemable convertible preferred shares is convertible. At the time of the Merger, all shares of redeemable convertible preferred stock were converted into Notable ordinary shares. Pursuant to the redeemable convertible preferred stock agreements, Series A redeemable convertible preferred stockholders received 145,650 223,683 94,988 755,439 1,893,649 2,633,967 |
WARRANTS TO PURCHASE REDEEMABLE
WARRANTS TO PURCHASE REDEEMABLE CONVERTIBLE PREFERRED STOCK | 12 Months Ended |
Dec. 31, 2023 | |
Equity [Abstract] | |
WARRANTS TO PURCHASE REDEEMABLE CONVERTIBLE PREFERRED STOCK | NOTE 11 – WARRANTS TO PURCHASE REDEEMABLE CONVERTIBLE PREFERRED STOCK In April 2021, Notable issued 230,000 8,050,000 1.89 0.35 all of In connection with the issuance of Series C redeemable convertible preferred stock, Notable US issued warrants to purchase Series C redeemable convertible preferred stock (“Series C Warrant” and collectively “Series C Warrants”). The Series C Warrant holders are entitled to purchase up to 94,988 113.35 NOTABLE LABS, LTD. NOTES TO CONSOLIDATED FINANCIAL STATEMENTS DECEMBER 31, 2023 The Company measures its Series C Warrant liability, classified as a Level 3 liability, at fair value on a recurring basis with the change in fair value recorded in the consolidated statements of operations and comprehensive loss until the warrants are exercised, expire or other facts and circumstances lead the warrant liability to be reclassified as an equity instrument. The fair value is determined using an option-pricing backsolve method. The fair value of the Series C Warrant Liability as of December 31, 2022 was determined by using a probability weighted expected return method under a scenario in which Notable US completes a merger with a public company and a scenario in which Notable US continues to operate until a later exit, which was estimated using the option pricing method. The fair value of the Series C Warrant Liability as of December 31, 2023 was determined using the Black-Scholes option pricing model. The following assumptions were used in estimating the fair value of the warrants: SCHEDULE OF ESTIMATING FAIR VALUE OF WARRANTS As of December 31, 2023: Risk-free interest rate 3.88 % Expected life (years) 8.46 Expected volatility 163.0 % Annual dividend yield 0.00 % As of issuance in July 2022: Risk-free interest rate 3.11 % Expected life (years) 2.5 Expected volatility 95.0 % Annual dividend yield 0.0 % As of December 31, 2022: Risk-free interest rate 4.41 % Expected life (years) 2.00 Expected volatility 95.0 % Annual dividend yield 0.00 % The following is a summary of the Company’s redeemable convertible preferred stock warrant liability activity for the years ended December 31, 2023 and 2022: SCHEDULE OF REDEEMABLE CONVERTIBLE PREFERRED STOCK WARRANT LIABILITY ACTIVITY Redeemable convertible preferred stock warrant liability Balance as of December 31, 2021 $ — Fair value of warrants at issuance 2,053 Change in fair value 3,060 Balance as of December 31, 2022 5,113 Change in fair value (4,950 ) Balance as of December 31, 2023 $ 163 NOTABLE LABS, LTD. NOTES TO CONSOLIDATED FINANCIAL STATEMENTS DECEMBER 31, 2023 |
EQUITY INCENTIVE PLANS AND STOC
EQUITY INCENTIVE PLANS AND STOCK BASED COMPENSATION EXPENSE | 3 Months Ended | 12 Months Ended |
Mar. 31, 2024 | Dec. 31, 2023 | |
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 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 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 | NOTE 12 – EQUITY INCENTIVE PLAN AND STOCK BASED COMPENSATION EXPENSE 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 US 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 shares reserved for future issuance. Under amendments to the 2015 Plan, an additional 160,253 shares in 2017, 141,094 shares in 2019, and 31,450 shares in 2022 were authorized to be reserved for future issuance. As of December 31, 2023, there were 66,975 shares Ordinary Shares reserved for future issuance pursuant to the 2015 Plan, which was adopted by Notable pursuant to the Merger. 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. 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, 2022 179,107 $ 22.73 7.3 $ 1,419 Assumption of Notable options pursuant to merger 243,389 83.54 4.4 - Granted - $ - Exercised (48,571 ) $ 0.35 Cancelled (89,488 ) $ 44.74 Outstanding as of December 31, 2023 284,437 $ 49.67 4.0 $ - Exercisable as of December 31, 2023 227,800 $ 51.97 0.9 $ - Vested and expected to vest as of December 31, 2023 284,437 $ 49.67 4.0 $ - NOTABLE LABS, LTD. NOTES TO CONSOLIDATED FINANCIAL STATEMENTS DECEMBER 31, 2023 The aggregate intrinsic value of stock options exercised was $ 0 74 no Assumption of Notable US Stock Options Under the terms of the Merger Agreement, Notable assumed all of pre-Merger Notable US’ rights and obligations under pre-Merger Notable US’ stock options that were outstanding immediately prior to the effective time of the Merger, and each such stock option, whether or not vested, was converted into a stock option representing the right to purchase Notable Ordinary Shares, on terms substantially the same as those in effect immediately prior to the effective time, except that the number of Notable Ordinary Shares issuable and the exercise price per share of such stock options was adjusted by the Reverse Stock Split. Stock-Based Compensation Expense There were no 1.03 per share. Notable US estimated the fair value of stock options using the Black-Scholes option pricing model which requires the use of highly subjective assumptions to determine the fair value of stock-based awards. The fair value of employee and non-employee stock options is recognized as expense on the straight-line basis over the requisite service period of the awards. These assumptions include: ● Risk-free interest rate ● Expected volatility ● Expected term ● Expected dividend rate The fair value of employee stock options granted during the years ended December 31, 2023, and 2022 was estimated using the following weighted-average assumptions: SCHEDULE OF STOCK OPTIONS GRANTED ASSUMPTION Year ended December 31, 2023 2022 Expected term (in years) - 6.00 Risk-free interest rate - % 1.61 % Expected dividend rate - % 0.0 % Expected volatility - % 75.73 % NOTABLE LABS, LTD. NOTES TO CONSOLIDATED FINANCIAL STATEMENTS DECEMBER 31, 2023 The following table summarizes the components of stock-based compensation expense relating to options recognized in the Company’s statement of operations and comprehensive loss (in thousands): SCHEDULE OF SHARE BASED COMPENSATION Year ended December 31, 2023 2022 Research and development $ 100 $ 146 General and administrative 489 435 Total $ 589 $ 581 As of December 31, 2023, the total stock-based compensation expense related to stock awards not yet recognized was $ 0.4 0.5 |
COMMITMENTS AND CONTINGENCIES
COMMITMENTS AND CONTINGENCIES | 12 Months Ended |
Dec. 31, 2023 | |
Commitments and Contingencies Disclosure [Abstract] | |
COMMITMENTS AND CONTINGENCIES | NOTE 13 – COMMITMENTS AND CONTINGENCIES Employee Benefit Plan The Company sponsors a 401(k) defined contribution plan for its employees. This plan provides for tax-deferred salary deductions for all employees. Employee contributions are voluntary. Employees may contribute up to 100% of their annual compensation to this plan, as limited by an annual maximum amount as determined by the IRS. The Company does not make matching contributions under its 401(k) plan. Contingencies From time to time, the Company may become involved in legal proceedings arising in the ordinary course of business. The Company was not subject to any material legal proceedings during the years ended December 31, 2023 or 2022 and no material legal proceedings are currently pending or threatened. Indemnification In the ordinary course of business, Notable enters into agreements that may include indemnification provisions. As permitted under Israeli law, Notable indemnifies its officers and directors for certain events or occurrences while the officer or director is or was serving in such capacity. In some cases, the indemnification will continue after the termination of the agreement. The maximum potential amount of future payments that Notable could be required to make under these provisions is not determinable. Notable has never incurred material costs to defend lawsuits or settle claims related to these indemnification provisions. Notable is not currently aware of any indemnification claims. Accordingly, Notable has not recorded any liabilities for these indemnification rights and agreements as of December 31, 2023 and 2022. |
INCOME TAXES
INCOME TAXES | 3 Months Ended | 12 Months Ended |
Mar. 31, 2024 | Dec. 31, 2023 | |
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 | NOTE 14 – INCOME TAXES The reconciliation of the federal statutory income tax to the Company’s effective income tax expense from the years ended December 31, 2023 and 2022 is as follows: SCHEDULE OF RECONCILIATION OF FEDERAL STATUTORY INCOME TAX 2023 2022 Year Ended December 31, 2023 2022 Federal statutory income tax 21.0 % 21.0 % State income taxes 8.9 7.7 Foreign income taxes 2.0 - PPP loan forgiveness - 1.5 R&D credits 2.7 4.2 ASC 740-10 reserve (0.7 ) (1.0 ) SAFE liability remeasurement 9.2 (3.7 ) Loss on convertible debt (3.2 ) - Deferred true-ups (8.9 ) - Deferred tax assets acquired through merger 502.3 - Exchange rate true up 57.2 - Other (1.0 ) (1.2 ) Change in valuation allowance (589.5 ) (28.5 ) Total provision for income taxes — % — % NOTABLE LABS, LTD. NOTES TO CONSOLIDATED FINANCIAL STATEMENTS DECEMBER 31, 2023 Deferred income taxes reflect the net tax effect of temporary differences between amounts recorded for financial reporting purposes and the amounts used for tax purposes. Deferred income taxes consist of the following (in thousands): SCHEDULE OF DEFERRED TAX ASSETS AND LIABILITIES 2023 2022 December 31, 2023 2022 Deferred tax assets: Net operating loss carryforwards $ 78,730 $ 15,403 Tax credit carryforwards 2,649 2,675 Property and equipment 7 23 Capitalized research and experimental cost 4,202 1,401 Stock compensation 391 252 Other 58 96 Subtotal 86,037 19,850 Valuation allowance (86,037 ) (19,850 ) Net deferred tax assets (liabilities) $ — $ — A valuation allowance is provided when it is more likely than not that the deferred tax assets will not be realized. Due to the uncertainties surrounding the realization of deferred tax assets through future taxable income, the Company has provided a full valuation allowance and therefore no benefit has been recognized for the net operating loss carryforwards and other deferred tax assets. The valuation allowance increased by $ 66.2 As of December 31, 2023, the Company had federal, state and foreign net operating loss (“NOL”) carryforwards of approximately $ 69.2 million, $ 51.7 million and $ 263.6 million, respectively. As of December 31, 2022, the Company had federal and state net NOL carryforwards of $ 57.4 million and $ 38.1 million, respectively. Federal and State net operating loss carryforwards will begin to expire in 2034, if not utilized. The Company acquired foreign net operating loss carryforwards of $ 236.5 million as a result of the Merger, which increased the valuation allowance by $ 54.4 million. As of December 31, 2023, the Company had federal and California research and development (“R&D”) credit carryforwards of approximately $ 2.1 million and $ 1.8 million. As of December 31, 2022, the Company had federal and California research and development (“R&D”) credit carryforwards of approximately $ 1.9 million and $ 1.6 million, respectively. The Federal R&D credit carryforwards will begin to expire in 2034, if not utilized. California R&D credit carryforward may be carried forward indefinitely. The Company’s ability to utilize net operating losses in the future may be subject to substantial restriction in the event of past or future ownership changes as defined in Section 382 of the Internal Revenue Code and similar state tax laws. In the event the Company should experience an ownership change, as defined, utilization of its net operating loss carryforwards and credits may be subject to a substantial annual limitation. The annual limitation may result in the expiration of net operating losses and credits before utilization. The Company complies with ASC 740-10, Accounting for Uncertainty in Income Taxes, which prescribes a comprehensive model for the recognition, measurement, presentation and disclosure in financial statements of any uncertain tax positions that have been taken or expected to be taken on a tax return. The Company adopted the provisions set forth in FASB ASC Topic 740-10, issued originally as FASB Interpretation No. 48, Accounting for Uncertainty in Income Taxes NOTABLE LABS, LTD. NOTES TO CONSOLIDATED FINANCIAL STATEMENTS DECEMBER 31, 2023 Uncertain tax positions are comprised as follows (in thousands): SCHEDULE OF UNCERTAIN TAX POSITIONS 2023 2022 December 31, 2023 2022 Balance at the beginning of the period $ 892 $ 742 Additions for tax positions taken in current year 84 150 Ending balance $ 976 $ 892 In connection with the unrecognized tax benefits noted above, no The Company files federal income tax returns and income tax returns for several states within the United States. The Company is not currently under examination by income tax authorities in Federal or State jurisdictions. All tax returns will remain open for examination by the Federal and State authorities for three and four years, respectively, from the date of utilization of any NOL. |
NET LOSS PER SHARE
NET LOSS PER SHARE | 3 Months Ended | 12 Months Ended |
Mar. 31, 2024 | Dec. 31, 2023 | |
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. | NOTE 15 – LOSS PER SHARE 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 2023 2022 Year ended December 31, 2023 2022 Numerator: Net loss $ (11,264 ) $ (14,407 ) Denominator: Weighted-average shares of common stock outstanding used to compute net loss per share, basic and diluted 3,302,818 655,665 Net loss per share, basic and diluted: $ (3.41 ) $ (21.97 ) 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 shares of Common Stock outstanding used to calculate both basic and diluted net loss per share is the same. Potentially dilutive securities that were not included in the diluted per share calculations because they would be anti-dilutive were as follows: SCHEDULE OF ANTIDILUTIVE SECURITIES EXCLUDED FROM COMPUTATION OF EARNINGS PER SHARE 2023 2022 Year Ended December 31, 2023 2022 Series A-1 redeemable convertible preferred stock - 114,194 Series A-2 redeemable convertible preferred stock - 19,411 Series A-3 redeemable convertible preferred stock - 12,045 Series A-4 redeemable convertible preferred stock — - Series A-5 redeemable convertible preferred stock — - Series A-6 redeemable convertible preferred stock — - Series B-1 redeemable convertible preferred stock - 3,662 Series B-2 redeemable convertible preferred stock - 220,021 Series C-1 redeemable convertible preferred stock - 53,393 Series C-2 redeemable convertible preferred stock - 41,595 Warrants to purchase redeemable convertible preferred stock 94,988 94,988 Stock options, issued and outstanding 284,437 179,107 Total 379,425 738,416 |
SUBSEQUENT EVENTS
SUBSEQUENT EVENTS | 3 Months Ended | 12 Months Ended |
Mar. 31, 2024 | Dec. 31, 2023 | |
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 | NOTE 16 – SUBSEQUENT EVENTS The Company has evaluated all events occurring through April 1, 2024, the date on which the consolidated financial statements were available for issuance, during which time, nothing has occurred outside the normal course of business operations that would require disclosure other than the events disclosed below. On January 24, 2024, the Company issued 9,753 6,534 70,000 2 On March 22, 2023, the shareholders of the Company approved the Company’s Employee Share Ownership and Option Plan (2024). |
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 POLICI_2
SIGNIFICANT ACCOUNTING POLICIES (Policies) | 3 Months Ended | 12 Months Ended |
Mar. 31, 2024 | Dec. 31, 2023 | |
Accounting Policies [Abstract] | ||
Basis of Presentation | (a) Basis of Presentation The accompanying consolidated financial statements have been prepared in accordance with accounting principles generally accepted in the United States of America (“GAAP”) and include all adjustments necessary for the fair presentation of the Company’s financial position for the periods presented. Any reference in these notes to applicable accounting guidance is meant to refer to the authoritative GAAP included in the Accounting Standards Codification (“ASC”), and Accounting Standards Update (“ASU”) issued by the Financial Accounting Standards Board (“FASB”) and pursuant to the rules and regulations of the Securities and Exchange Commission (“SEC”). Notable 1-for-35 reverse stock split be entitled to receive a fractional ordinary share was entitled to receive an additional Notable Ordinary Share. The number of shares on equity related disclosures included in this Annual Report on Form 10-K, including the consolidated financial statements and accompanying notes, were retroactively adjusted to reflect the effects of the Reverse Share Split and the Exchange Ratio. | |
Principles of Consolidation | (b) Principles of Consolidation The consolidated financial statements include the accounts of Notable Labs, Ltd. and its wholly owned subsidiaries, all of which are denominated in U.S. dollars. All intercompany balances and transactions have been eliminated in consolidation. | |
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. | (c) Use of Estimates and Judgments The preparation of the consolidated financial statements in conformity with GAAP generally requires management to make certain estimates and assumptions that affect the reported amounts in the 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 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, and redeemable convertible preferred stock warrant liability in the accompanying 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 CONSOLIDATED FINANCIAL STATEMENTS DECEMBER 31, 2023 |
Functional and Presentation Currency | (d) Functional and Presentation Currency 1) Functional and presentation currency The U.S. dollar (“dollar”) is the currency of the primary economic environment in which the operations of the Company are conducted. Accordingly, the functional and presentation currency of the Company and its U.S. subsidiary is the dollar. 2) Transactions and balances Transactions and balances originally denominated in dollars are presented at their original amounts. Balances in non-dollar currencies are translated into dollars using historical and current exchange rates for non-monetary and monetary balances, respectively. For non-dollar transactions and other items in the consolidated statements of operations and comprehensive loss All foreign exchange gains and losses are presented in the consolidated statements of operations and comprehensive loss | |
Concentration of Credit Risk and Other Risks and Uncertainties | (e) Concentration of Credit Risk and Other Risks and Uncertainties Financial instruments that potentially subject the Company to significant concentrations of credit risk consist primarily of cash and cash equivalents. The Company has significant cash balances at financial institutions which throughout the year regularly exceed the federally insured limit of $ 250,000 The Company is subject to a number of risks similar to other early stage biopharmaceutical companies, including, but not limited to, the need to obtain adequate additional funding, possible failure of current or future preclinical studies or clinical trials, its reliance on third parties to conduct its clinical trials, the need to obtain regulatory and marketing approvals for its product candidates, competitors developing new technological innovations, the need to successfully commercialize and gain market acceptance of the Company’s product candidates, protection of its proprietary technology, and the need to secure and maintain adequate manufacturing arrangements with third parties. These efforts will require significant amounts of additional capital, adequate personnel infrastructure and extensive compliance and reporting. The Company’s product candidates are still in development and, to date, none of the Company’s product candidates have been approved for sale and, therefore, the Company has not generated any revenue from product sales. There can be no assurance that the Company’s research and development will be successfully completed, that adequate protection for the Company’s intellectual property will be obtained or maintained, that any products developed will obtain necessary government regulatory approval or that any approved products will be commercially viable. Even if the Company’s product development efforts are successful, it is uncertain when, if ever, the Company will generate revenue from product sales. The Company operates in an environment of rapid technological change and substantial competition from other pharmaceutical and biotechnology companies. In addition, the Company is dependent upon the services of its employees, consultants and other third parties. Significant customers are those that represent 10 98.1 59.8 40.1 100 100 NOTABLE LABS, LTD. NOTES TO CONSOLIDATED FINANCIAL STATEMENTS DECEMBER 31, 2023 | |
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. | (f) 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 the Company’s long-lived assets are maintained in, and all revenues and losses are attributable to, the United States of America. |
Cash and Cash Equivalents | (g) Cash and Cash Equivalents The Company considers all highly liquid investments, which include short-term bank deposits (up to three months from date of deposit) that are not restricted as to withdrawal date or use, to be cash and cash equivalents. Financial instruments that potentially subject the Company to significant concentrations of credit risk consist primarily of cash and cash equivalents. The Company maintains bank deposits in federally insured financial institutions and these deposits may exceed federally insured limits. The Company is exposed to credit risk in the event of default by the financial institutions holding its cash and cash equivalents to the extent recorded in the balance sheet s | |
Deferred Offering Costs | (h) Deferred Offering Costs The Company capitalizes certain legal, professional accounting and other third-party fees that are directly associated with in-process equity financings as deferred offering costs until such financings are consummated. After consummation of the equity financing, these costs are recorded in shareholders’ equity (deficit) as a reduction of additional paid-in capital generated as a result of the offering. Should the in-process equity financing be abandoned, the deferred offering costs will be expensed immediately as a charge to operating expenses in the consolidated statements of operations and comprehensive loss. No | |
Property and Equipment, Net | (i) Property and Equipment, Net Property and equipment are presented at cost, net of accumulated depreciation. Depreciation is recorded using the straight-line method over the estimated useful life and begins at the time the asset is placed in service. The estimated useful life of each asset category is as follows: SCHEDULE OF ESTIMATED USEFUL LIVES Computer equipment 3 Laboratory equipment 5 Furniture and office equipment 7 Leasehold improvements Lesser of useful life or remaining lease term Upon sale or retirement of assets, the cost and related accumulated depreciation are removed from the consolidated balance sheets and the resulting gain or loss is reflected in the consolidated statements of operations and comprehensive loss. Maintenance and repairs are charged to expense as incurred and costs of major replacements or improvements are capitalized. NOTABLE LABS, LTD. NOTES TO CONSOLIDATED FINANCIAL STATEMENTS DECEMBER 31, 2023 | |
Impairment of Long-Lived Assets | (j) Impairment of Long-Lived Assets The Company evaluates the carrying amount of its long-lived assets, such as property and equipment, whenever events or changes in circumstances indicate that the assets may not be recoverable. The recoverability of assets to be held and used is assessed by comparing the carrying amount to the estimated undiscounted future cash flows expected to be generated by the asset or asset group. If the carrying amount exceeds the estimated undiscounted future cash flows, an impairment loss is recognized for the excess of the book value of the asset over fair value. There was no | |
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. | (k) Revenue Recognition The Company performed certain diagnostics services on a limited basis as an outsourced provider through the years ended December 31, 2023 and 2022, 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 December 31, 2023 and 2022, an allowance for doubtful accounts was not considered necessary as all accounts receivable were deemed collectible. |
Leases | (l) Leases Under ASC 842, Leases The Company determines whether leases meet the classification criteria of a finance or operating lease at the lease commencement date considering: (1) whether the lease transfers ownership of the underlying asset to the lessee at the end of the lease term, (2) whether the lease grants the lessee an option to purchase the underlying asset that the lessee is reasonably certain to exercise, (3) whether the lease term is for a major part of the remaining economic life of the underlying asset, (4) whether the present value of the sum of the lease payments and residual value guaranteed by the lessee equals or exceeds substantially all of the fair value of the underlying asset, and (5) whether the underlying asset is of such a specialized nature that it is expected to have no alternative use to the lessor at the end of the lease term. As of December 31, 2023 and 2022, the Company’s lease population consisted of real estate and laboratory equipment, all but one of which are classified as operating leases. As of December 31, 2023, the Company had one finance lease and as of December 31, 2022, the Company had no finance leases. The Company leases certain equipment under a finance lease. The economic substance of the lease is a financing transaction for acquisition of equipment. Accordingly, the right-of-use assets for this lease is included in the consolidated balance sheets as a finance lease, right-of-use (“ROU”) asset, net of accumulated depreciation, with a corresponding amount recorded in current portion of financing lease obligations or noncurrent portion of financing lease obligations, as appropriate. The financing lease assets are amortized over the life of the lease or, if shorter, the life of the leased asset, on a straight-line basis and included in depreciation expense. The interest associated with financing lease obligations is included in interest expense. Real estate lease agreements that include lease and non-lease components are accounted for as a single lease component. The Company has elected to not combine lease and non-lease components for laboratory equipment leases. Lease agreements with a noncancelable term of less than 12 months are not recorded on the Company’s consolidated balance sheets. Lease expense related to such short-term leases is recognized on a straight-line basis over the lease term. NOTABLE LABS, LTD. NOTES TO CONSOLIDATED FINANCIAL STATEMENTS DECEMBER 31, 2023 Operating lease right-of-use assets and operating lease liabilities are recognized at the lease commencement date based on the present value of lease payments over the lease term. ROU assets represent the Company’s right to use an underlying asset for the lease term and operating lease liabilities represent the Company’s obligation to make lease payments arising from the lease. In determining the present value of lease payments, the Company uses its incremental borrowing rate based on the information available at the lease commencement date if the rate implicit in the lease is not readily determinable. The Company determines the incremental borrowing rate based on the information available at the lease commencement date, which represents an internally developed rate that would be incurred to borrow, on a collateralized basis, over a similar term, an amount equal to the lease payments in a similar economic environment. Applying different judgments to the same facts and circumstances could result in the estimated amounts to vary. | |
Redeemable Convertible Preferred Stock | (m) Redeemable Convertible Preferred Stock The Company records redeemable convertible preferred stock at fair value on the dates of issuance, unless an exception applies, net of issuance costs. The redeemable convertible preferred stock has been classified outside of shareholders’ equity (deficit) as temporary equity on the accompanying consolidated balance sheets because the shares contain certain redemption features that are not solely within the control of the Company. The redeemable convertible preferred stock is not generally redeemable; however, upon certain change in control events including liquidation, sale or transfer of control of the Company, holders of the redeemable convertible preferred stock may have the right to receive its liquidation preference under the terms of the certificate of incorporation. The carrying values of the redeemable convertible preferred stock are adjusted to their liquidation preferences if and when it becomes probable that such a liquidation event will occur. All of the redeemable convertible preferred stock was converted at the time of the merger. | |
Redeemable Convertible Preferred Stock Warrant Liabilities | (n) Redeemable Convertible Preferred Stock Warrant Liabilities The Company classifies warrants to purchase redeemable convertible preferred stock as liabilities at fair value when the underlying shares are contingently redeemable and adjusts the instruments to fair value at each reporting period. The warrants to purchase redeemable convertible preferred stock are subject to re-measurement at each balance sheet date until exercised or expired, and any change in fair value is recognized as a component of other income (expense), net in the consolidated statements of operations and comprehensive loss. Offering costs associated with the issuance of redeemable convertible preferred stock warrant liabilities are allocated on a relative basis and expensed as incurred. | |
Research and Development Expenses | (o) Research and Development Expenses Research and development expenses are charged to expense as incurred. Research and development expenses include payroll and personnel costs related to research and development activities, materials costs, external clinical drug product manufacturing costs, outside services costs, repair, maintenance and depreciation costs for research and development equipment, as well as facility costs used for research and development activities. Nonrefundable advance payments for goods or services that will be used or rendered for future research and development activities are capitalized and expensed as the goods are delivered or the related services are performed. The Company continues to evaluate whether it expects the goods to be delivered or services to be rendered and charges to expense any portion of the advance payment that has been capitalized when the entity no longer expects the goods to be delivered or services to be rendered. | |
Accrued Research and Development Expenses | (p) Accrued Research and Development Expenses The Company records accruals for estimated costs of research, preclinical studies, clinical trials, and manufacturing development, within accrued expenses and other current liabilities which are significant components of research and development expenses. Some of the Company’s ongoing research and development activities are conducted by third-party service providers, contract research organizations (“CROs”) and contract development and manufacturing organizations (“CDMOs”). The financial terms of these contracts are subject to negotiations, which vary from contract to contract and may result in payment flows that do not match the periods over which materials or services are provided to the Company under such contracts. The Company accrues the costs incurred under agreements with these third parties based on estimates of actual work completed in accordance with the respective agreements. The Company determines the estimated costs through discussions with internal personnel and external service providers as to the progress, stage of completion or actual timeline (start-date and end-date) of the services and the agreed-upon fees to be paid for such services. NOTABLE LABS, LTD. NOTES TO CONSOLIDATED FINANCIAL STATEMENTS DECEMBER 31, 2023 If the actual timing of the performance of services or the level of effort varies from the estimate, the Company adjusts accrued expenses or prepaid expenses accordingly, which impact research and development expenses. Although the Company does not expect its estimates to be materially different from amounts actually incurred, the Company’s understanding of the status and timing of services performed relative to the actual status and timing of services performed may vary and may result in reporting amounts that are too high or too low in any particular period. To date, there have not been any material adjustments to the Company’s prior estimates of research and development expenses. | |
Stock-Based Compensation Expense | (q) Stock-Based Compensation Expense The Company maintains equity incentive plans as a long-term incentive for employees, consultants, and directors. The plans allow for the issuance of incentive stock options (“ISO”), non-statutory stock options (“NSO”), and restricted stock awards. The Company measures the estimated fair value of the stock-based awards on the date of the grant and recognizes compensation expense for those awards over the requisite service period, which is generally the vesting period of the respective awards. The Company records expense for awards with service-based vesting using the straight-line method. The Company accounts for forfeitures as they occur. For performance-based awards, the Company recognizes share-based compensation expense over the requisite service period using the accelerated attribution method when achievement of the performance criteria becomes probable. The fair value of each stock award is determined based on the number of shares granted and the value of the ordinary shares on the date of grant. Subsequent to the merger, the Company has an active market for the Company’s ordinary shares and uses the Black-Scholes option-pricing model that requires the use of a number of complex, subjective assumptions including the estimated fair value of the ordinary shares, expected volatility, risk-free interest rate, expected dividend rate, and expected term of the option. Previous to the merger, there was an absence of an active market for Notable US common and restricted stock that required the Board of Directors (the “Board”) to determine the fair value of its common and restricted stock for purposes of granting stock awards with assistance from management and an independent third-party valuation firm. The fair value of each stock option award was estimated on the date of grant using the Black-Scholes option pricing model. Notable US had been a private company and lacked company-specific historical and implied fair value information, therefore, determining the best estimated fair value of Notable US’ common and restricted stock required significant judgment. The Board considered numerous objective and subjective factors to determine the fair value of Notable US’ common stock options at each meeting in which awards are approved. The factors considered included, but were not limited to (i) the results of contemporaneous independent third-party valuations of Notable US’ common stock and the prices, rights, preferences and privileges of Notable US’ redeemable convertible preferred stock relative to those of its common stock; (ii) the lack of marketability of the Notable US’ common stock; (iii) actual operating and financial results; (iv) current business conditions and projections in relation to Notable US’ stage of development; (v) the likelihood of achieving a liquidity event, such as an initial public offering or sale of Notable US, given prevailing market conditions; (vi) precedent transactions involving Notable US’ shares; and (vii) significant milestones and progress of research and development efforts. Subsequent to the merger, the Company determines the expected ordinary share volatility using the weighted average historical volatility of the Company’s ordinary shares. Prior to the merger, the Company determined the expected stock volatility using a weighted average of the historical volatility of a group of guideline companies that issued options with substantially similar terms, and expects to continue to do so until such time as the Company has adequate historical data regarding the volatility of its own traded stock price. The expected term of the Company’s stock options has been determined utilizing the simplified method. The risk-free interest rate is determined by reference to the U.S. Treasury yield curve in effect at the time of grant of the award for time periods approximately equal to the expected term of the award. The Company has not paid, and does not anticipate paying, cash dividends on its common stock; therefore, the expected dividend yield is assumed to be zero. The Company classifies stock-based compensation expense in its consolidated statements of operations and comprehensive loss in the same manner in which the award recipient’s cash compensation costs are classified. NOTABLE LABS, LTD. NOTES TO CONSOLIDATED FINANCIAL STATEMENTS DECEMBER 31, 2023 See Note 12 for the assumptions used by the Company in determining the grant date fair value of stock-based awards granted, as well as a summary of the stock-based award activity under the Company’s equity incentive plans for the year ended December 31, 2023. | |
Fair Value Measurement | (r) Fair Value Measurement Fair value accounting is applied for all financial assets and liabilities that are recognized or disclosed at fair value in the consolidated financial statements on a recurring basis. Financial instruments such as cash and cash equivalents, accounts payable and accrued liabilities approximate fair value due to their relatively short maturities. Assets and liabilities recorded at fair value on a recurring basis in the consolidated balance sheets are categorized based on the level of judgment associated with the inputs used to measure their fair values. Fair value is defined as the exchange price that would be received for an asset or an exit price that would be paid to transfer a liability in the principal or most advantageous market for the asset or liability in an orderly transaction between market participants on the measurement date. The Company determines the fair value of financial assets and liabilities using the fair value hierarchy that describes three levels of inputs that may be used to measure fair value as follows: Level 1 Observable inputs such as unadjusted, quoted prices in active markets for identical assets or liabilities at the measurement date. Level 2 Inputs (other than quoted prices included in Level 1) are either directly or indirectly observable for the asset or liability. These include quoted prices for similar assets or liabilities in active markets and quoted prices for identical or similar assets or liabilities in markets that are not active. Level 3 Unobservable inputs that reflect management’s best estimate of what market participants would use in pricing the asset or liability at the measurement date. Consideration is given to the risk inherent in the valuation technique and the risk inherent in the inputs to the model. | |
Income Taxes | (s) Income Taxes The Company accounts for income taxes using the liability method, whereby deferred tax asset and liability account balances are determined based on differences between the financial reporting and tax bases of assets and liabilities and are measured using the enacted tax rates and laws that will be in effect when the differences are expected to reverse. The Company provides a valuation allowance when it is more likely than not that some portion, or all, of the Company’s deferred tax assets will not be realized. The Company accounts for income tax contingencies using a benefit recognition model. If it considers that a tax position is more likely than not to be sustained upon audit, based solely on the technical merits of the position, it recognizes the benefit. The Company measures the benefit by determining the amount that is greater than 50% The Company is subject to taxation in the Israel, the United States federal jurisdiction and various state jurisdictions. Due to the Company’s losses incurred, the Company has been subject to the income tax examination by authorities since inception. The Company’s policy is to recognize interest expense and penalties related to income tax matters as a component of income tax expense. As of December 31, 2023, there were no | |
Net Loss Per Share | (t) Net Loss Per Share Basic net loss per share attributable to ordinary shareholders is calculated by dividing the net loss attributable to ordinary shareholders by the weighted-average number of shares of ordinary shares outstanding during the period, without consideration for potentially dilutive securities. NOTABLE LABS, LTD. NOTES TO CONSOLIDATED FINANCIAL STATEMENTS DECEMBER 31, 2023 Diluted net loss per share attributable to ordinary shareholders is computed by dividing the net loss attributable to ordinary shareholders by the weighted-average number of ordinary shares and potentially dilutive securities outstanding for the period. For purposes of the diluted net loss per share calculation, redeemable convertible preferred stock, stock options, and warrants to purchase redeemable convertible preferred stock are considered to be potentially dilutive securities. The Company applies the two-class method to calculate its basic and diluted net loss per share as the Company has issued shares that meet the definition of participating securities. The two-class method is an earnings allocation formula that treats a participating security as having rights to earnings that otherwise would have been available to ordinary shareholders. The Company’s participating securities contractually entitle the holders of such shares to participate in dividends, but do not contractually require the holders of such shares to participate in losses of the Company. Accordingly, in periods in which the Company reports a net loss, such losses are not allocated to such participating securities. Accordingly, in periods in which the Company reports a net loss, diluted net loss per share is the same as basic net loss per share, since dilutive ordinary shares are not assumed to have been issued if their effect is anti-dilutive. | |
Commitments and Contingencies | (u) Commitments and Contingencies Liabilities for loss contingencies arising from claims, assessments, litigation, fines, and penalties and other sources are recorded if and when it is probable that a liability has been incurred and the amount can be reasonably estimated. Legal costs incurred in connection with loss contingencies are expensed as incurred. | |
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. | (v) Recent Accounting Pronouncements From time to time, new accounting pronouncements are issued by the FASB or other standard setting bodies and adopted by the Company as of the specified effective date. There are no recently issued accounting pronouncements that management believes will have a material impact on the Company’s financial position, results of operations or cash flows. |
Recently Adopted Accounting Pronouncements | (w) Recently Adopted Accounting Pronouncements As of December 31, 2023, there are no recently issued accounting standards not yet adopted which would have a material effect on the Company’s consolidated financial statements. | |
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. | |
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. |
SIGNIFICANT ACCOUNTING POLICI_3
SIGNIFICANT ACCOUNTING POLICIES (Tables) | 12 Months Ended |
Dec. 31, 2023 | |
Accounting Policies [Abstract] | |
SCHEDULE OF ESTIMATED USEFUL LIVES | SCHEDULE OF ESTIMATED USEFUL LIVES Computer equipment 3 Laboratory equipment 5 Furniture and office equipment 7 Leasehold improvements Lesser of useful life or remaining lease term |
FAIR VALUE MEASUREMENTS (Tables
FAIR VALUE MEASUREMENTS (Tables) | 3 Months Ended | 12 Months Ended |
Mar. 31, 2024 | Dec. 31, 2023 | |
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 | The following tables set forth the Company’s financial liabilities that are measured at fair value on a recurring basis by level with the fair value hierarchy (in thousands): SCHEDULE OF FAIR VALUE OF FINANCIAL LIABILITIES ON RECURRING BASIS As of December 31, 2023 Level 1 Level 2 Level 3 Total Fair Value Liabilities Preferred stock warrant liability $ — $ — $ 163 $ 163 As of December 31, 2022 Level 1 Level 2 Level 3 Total Fair Value Liabilities Preferred stock warrant liability $ — $ — $ 5,113 $ 5,113 |
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 % | The value of the warrants was based on the estimated value of the warrant using the Black-Scholes model as of December 31, 2023 (Note 11). SCHEDULE BLACK-SCHOLES FAIR VALUE OF WARRANTS ASSUMPTION |
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 | The following is a summary of the Company’s SAFE warrant liability and SAFE notes activity for the year ended December 31, 2023: SCHEDULE OF SAFE WARRANT LIABILITY Redeemable convertible preferred stock warrant liability SAFE notes Balance as of December 31, 2021 $ - $ — Fair value of warrants at issuance 2,053 - Change in fair value 3,060 - Balance as of December 31, 2022 5,113 — Fair value of SAFE notes at issuance — 6,353 Change in fair value (4,950 ) (3,576 ) Conversion at time of merger - (2,777 ) Balance as of December 31, 2023 $ 163 $ - |
BALANCE SHEET COMPONENTS (Table
BALANCE SHEET COMPONENTS (Tables) | 3 Months Ended | 12 Months Ended |
Mar. 31, 2024 | Dec. 31, 2023 | |
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 December 31, 2023 and 2022 (in thousands): SCHEDULE OF PREPAID EXPENSES AND OTHER CURRENT ASSETS 2023 2022 December 31, 2023 2022 Accounts receivable $ 186 $ 8 Employee retention credit 572 1,237 Prepaid expenses 2,857 119 Prepaid benefits 24 37 Prepaid clinical expenses 6 6 Total prepaid expenses and other current assets $ 3,645 $ 1,407 | |
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 | The following table presents the components of property and equipment, net, as of December 31, 2023 and 2022 (in thousands): SCHEDULE OF PROPERTY AND EQUIPMENT 2023 2022 December 31, 2023 2022 Computer equipment $ 192 $ 171 Laboratory equipment 1,999 1,950 Furniture and office equipment 29 29 Leasehold improvements 73 73 Property plant and equipment, gross 2,293 2,223 Less: accumulated depreciation (1,977 ) (1,781 ) Total property and equipment, net $ 316 $ 442 |
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 | The following table presents the components of accrued expenses and other current liabilities as of December 31, 2023 and 2022 (in thousands): SCHEDULE OF ACCRUED EXPENSES AND OTHER CURRENT LIABILITIES 2023 2022 December 31, 2023 2022 Accrued expenses $ 107 $ 591 Accrued employee expenses 78 10 Accrued bonuses 233 239 Total accrued expenses and other current liabilities $ 418 $ 840 |
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 |
ACCOUNTS PAYABLE - RELATED PA_2
ACCOUNTS PAYABLE - RELATED PARTIES (Tables) | 3 Months Ended | 12 Months Ended |
Mar. 31, 2024 | Dec. 31, 2023 | |
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 | As of December 31, 2023 and 2022, the Company owed related parties the following (in thousands): SCHEDULE OF ACCOUNTS PAYABLE AND ACCRUED EXPENSES RELATED PARTIES December 31, 2023 December 31, 2022 Accounts Accrued Accounts Accrued Payable Expenses Total Payable Expenses Total Former Chairman of Board of Directors $ - $ - $ - $ - $ 60 $ 60 Board Member $ 42 $ - $ 42 $ - $ - $ - |
LEASES (Tables)
LEASES (Tables) | 3 Months Ended | 12 Months Ended |
Mar. 31, 2024 | Dec. 31, 2023 | |
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 $ - | The following table summarizes total lease expense during the years ended December 31, 2023 and 2022 (in thousands): SCHEDULE OF LEASES EXPENSES December 31, 2023 December 31, 2022 Amortization of ROU assets - finance lease $ 67 $ - Interest on Lease liabilities - finance lease $ 10 $ - Cash paid for financing lease liabilities $ 73 $ - Cash paid for operating lease liabilities $ 632 $ 751 Operating lease expense $ 728 $ 749 Variable lease expense $ 81 $ 94 Short-term lease expense $ 2 $ 167 |
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 | The following table summarizes maturities of lease liabilities and the reconciliation of lease liabilities as of December 31, 2023 (in thousands): SCHEDULE OF MATURITIES OF LEASE LIABILITIES AND THE RECONCILIATION OF LEASE LIABILITIES Finance Lease Facilities Lease Lease Obligation Finance Lease Facilities Lease 2024 $ 87 $ 536 2025 87 552 2026 87 569 2027 87 240 2028 and thereafter 15 - Total future undiscounted lease payments 363 1,897 Less: imputed interest (22 ) (189 ) Total lease liabilities $ 341 $ 1,708 |
SCHEDULE OF ROU ASSETS AND RELATED LEASE LIABILITIES | Information related to the Company’s ROU assets and related lease liabilities was as follows (in thousands except for remaining lease term and discount rate): SCHEDULE OF ROU ASSETS AND RELATED LEASE LIABILITIES Finance Lease Facilities Lease December 31, 2023 Finance Lease Facilities Lease Current finance lease liabilities $ 78 $ - Non-current finance lease liabilities $ 263 $ - Current operating lease liabilities $ - $ 445 Non-current operating lease liabilities $ - $ 1,263 Weighted average remaining lease term in years 4.2 3.4 Weighted average discount rate 3.1 % 6.0 % Finance Lease Facilities Lease December 31, 2022 Facilities Lease Equipment Leases Current operating lease liabilities $ 211 $ 150 Non-current operating lease liabilities $ - $ - Weighted average remaining lease term in years 0.3 0.7 Weighted average discount rate 7.0 % 7.2 % |
WARRANTS TO PURCHASE REDEEMAB_2
WARRANTS TO PURCHASE REDEEMABLE CONVERTIBLE PREFERRED STOCK (Tables) | 12 Months Ended |
Dec. 31, 2023 | |
Equity [Abstract] | |
SCHEDULE OF ESTIMATING FAIR VALUE OF WARRANTS | The following assumptions were used in estimating the fair value of the warrants: SCHEDULE OF ESTIMATING FAIR VALUE OF WARRANTS As of December 31, 2023: Risk-free interest rate 3.88 % Expected life (years) 8.46 Expected volatility 163.0 % Annual dividend yield 0.00 % As of issuance in July 2022: Risk-free interest rate 3.11 % Expected life (years) 2.5 Expected volatility 95.0 % Annual dividend yield 0.0 % As of December 31, 2022: Risk-free interest rate 4.41 % Expected life (years) 2.00 Expected volatility 95.0 % Annual dividend yield 0.00 % |
SCHEDULE OF REDEEMABLE CONVERTIBLE PREFERRED STOCK WARRANT LIABILITY ACTIVITY | The following is a summary of the Company’s redeemable convertible preferred stock warrant liability activity for the years ended December 31, 2023 and 2022: SCHEDULE OF REDEEMABLE CONVERTIBLE PREFERRED STOCK WARRANT LIABILITY ACTIVITY Redeemable convertible preferred stock warrant liability Balance as of December 31, 2021 $ — Fair value of warrants at issuance 2,053 Change in fair value 3,060 Balance as of December 31, 2022 5,113 Change in fair value (4,950 ) Balance as of December 31, 2023 $ 163 |
EQUITY INCENTIVE PLANS AND ST_2
EQUITY INCENTIVE PLANS AND STOCK BASED COMPENSATION EXPENSE (Tables) | 3 Months Ended | 12 Months Ended |
Mar. 31, 2024 | Dec. 31, 2023 | |
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 | 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, 2022 179,107 $ 22.73 7.3 $ 1,419 Assumption of Notable options pursuant to merger 243,389 83.54 4.4 - Granted - $ - Exercised (48,571 ) $ 0.35 Cancelled (89,488 ) $ 44.74 Outstanding as of December 31, 2023 284,437 $ 49.67 4.0 $ - Exercisable as of December 31, 2023 227,800 $ 51.97 0.9 $ - Vested and expected to vest as of December 31, 2023 284,437 $ 49.67 4.0 $ - |
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 % | The fair value of employee stock options granted during the years ended December 31, 2023, and 2022 was estimated using the following weighted-average assumptions: SCHEDULE OF STOCK OPTIONS GRANTED ASSUMPTION Year ended December 31, 2023 2022 Expected term (in years) - 6.00 Risk-free interest rate - % 1.61 % Expected dividend rate - % 0.0 % Expected volatility - % 75.73 % |
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 | The following table summarizes the components of stock-based compensation expense relating to options recognized in the Company’s statement of operations and comprehensive loss (in thousands): SCHEDULE OF SHARE BASED COMPENSATION Year ended December 31, 2023 2022 Research and development $ 100 $ 146 General and administrative 489 435 Total $ 589 $ 581 |
INCOME TAXES (Tables)
INCOME TAXES (Tables) | 12 Months Ended |
Dec. 31, 2023 | |
Income Tax Disclosure [Abstract] | |
SCHEDULE OF RECONCILIATION OF FEDERAL STATUTORY INCOME TAX | The reconciliation of the federal statutory income tax to the Company’s effective income tax expense from the years ended December 31, 2023 and 2022 is as follows: SCHEDULE OF RECONCILIATION OF FEDERAL STATUTORY INCOME TAX 2023 2022 Year Ended December 31, 2023 2022 Federal statutory income tax 21.0 % 21.0 % State income taxes 8.9 7.7 Foreign income taxes 2.0 - PPP loan forgiveness - 1.5 R&D credits 2.7 4.2 ASC 740-10 reserve (0.7 ) (1.0 ) SAFE liability remeasurement 9.2 (3.7 ) Loss on convertible debt (3.2 ) - Deferred true-ups (8.9 ) - Deferred tax assets acquired through merger 502.3 - Exchange rate true up 57.2 - Other (1.0 ) (1.2 ) Change in valuation allowance (589.5 ) (28.5 ) Total provision for income taxes — % — % |
SCHEDULE OF DEFERRED TAX ASSETS AND LIABILITIES | Deferred income taxes reflect the net tax effect of temporary differences between amounts recorded for financial reporting purposes and the amounts used for tax purposes. Deferred income taxes consist of the following (in thousands): SCHEDULE OF DEFERRED TAX ASSETS AND LIABILITIES 2023 2022 December 31, 2023 2022 Deferred tax assets: Net operating loss carryforwards $ 78,730 $ 15,403 Tax credit carryforwards 2,649 2,675 Property and equipment 7 23 Capitalized research and experimental cost 4,202 1,401 Stock compensation 391 252 Other 58 96 Subtotal 86,037 19,850 Valuation allowance (86,037 ) (19,850 ) Net deferred tax assets (liabilities) $ — $ — |
SCHEDULE OF UNCERTAIN TAX POSITIONS | Uncertain tax positions are comprised as follows (in thousands): SCHEDULE OF UNCERTAIN TAX POSITIONS 2023 2022 December 31, 2023 2022 Balance at the beginning of the period $ 892 $ 742 Additions for tax positions taken in current year 84 150 Ending balance $ 976 $ 892 |
NET LOSS PER SHARE (Tables)
NET LOSS PER SHARE (Tables) | 3 Months Ended | 12 Months Ended |
Mar. 31, 2024 | Dec. 31, 2023 | |
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 ) | 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 2023 2022 Year ended December 31, 2023 2022 Numerator: Net loss $ (11,264 ) $ (14,407 ) Denominator: Weighted-average shares of common stock outstanding used to compute net loss per share, basic and diluted 3,302,818 655,665 Net loss per share, basic and diluted: $ (3.41 ) $ (21.97 ) |
SCHEDULE OF ANTIDILUTIVE SECURITIES EXCLUDED FROM COMPUTATION OF EARNINGS PER SHARE | SCHEDULE OF ANTIDILUTIVE SECURITIES EXCLUDED FROM COMPUTATION OF EARNINGS PER SHARE 2023 2022 Year Ended December 31, 2023 2022 Series A-1 redeemable convertible preferred stock - 114,194 Series A-2 redeemable convertible preferred stock - 19,411 Series A-3 redeemable convertible preferred stock - 12,045 Series A-4 redeemable convertible preferred stock — - Series A-5 redeemable convertible preferred stock — - Series A-6 redeemable convertible preferred stock — - Series B-1 redeemable convertible preferred stock - 3,662 Series B-2 redeemable convertible preferred stock - 220,021 Series C-1 redeemable convertible preferred stock - 53,393 Series C-2 redeemable convertible preferred stock - 41,595 Warrants to purchase redeemable convertible preferred stock 94,988 94,988 Stock options, issued and outstanding 284,437 179,107 Total 379,425 738,416 |
ORGANIZATION AND DESCRIPTION _2
ORGANIZATION AND DESCRIPTION OF BUSINESS (Details Narrative) $ / shares in Units, $ in Thousands | 3 Months Ended | 12 Months Ended | ||||
Oct. 16, 2023 $ / shares | Mar. 31, 2024 USD ($) | Dec. 31, 2023 USD ($) $ / shares | Oct. 16, 2023 ₪ / shares | Dec. 31, 2022 USD ($) $ / shares | Dec. 31, 2022 ₪ / shares | |
Collaborative Arrangement and Arrangement Other than Collaborative [Line Items] | ||||||
Common stock, par value | (per share) | $ 0.001 | ₪ 0.35 | $ 0.001 | ₪ 0.35 | ||
Converted shares | $ / shares | $ 0.0629 | |||||
Reverse stock split | 1-for-35 reverse stock split | 1-for-35 reverse stock split | ||||
Accumulated deficit | $ | $ 86,074 | $ 82,308 | $ 71,044 | |||
Cash | $ | 11,800 | |||||
Cash | $ | $ 8,171 | $ 11,825 | $ 1,581 | |||
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 |
SCHEDULE OF ESTIMATED USEFUL LI
SCHEDULE OF ESTIMATED USEFUL LIVES (Details) | Dec. 31, 2023 |
Computer Equipment [Member] | |
Property, Plant and Equipment [Line Items] | |
Estimated useful lives | 3 years |
Laboratory Equipment [Member] | |
Property, Plant and Equipment [Line Items] | |
Estimated useful lives | 5 years |
Furniture and Office Equipment [Member] | |
Property, Plant and Equipment [Line Items] | |
Estimated useful lives | 7 years |
Leasehold Improvements [Member] | |
Property, Plant and Equipment [Line Items] | |
Property, Plant, and Equipment, Useful Life, Term, Description [Extensible Enumeration] | us-gaap:UsefulLifeTermOfLeaseMember |
SIGNIFICANT ACCOUNTING POLICI_4
SIGNIFICANT ACCOUNTING POLICIES (Details Narrative) - USD ($) | 3 Months Ended | 12 Months Ended | |
Mar. 31, 2024 | Dec. 31, 2023 | Dec. 31, 2022 | |
Product Information [Line Items] | |||
Reverse stock split | 1-for-35 reverse stock split | 1-for-35 reverse stock split | |
Federally insured limit | $ 250,000 | ||
Offering costs | 0 | $ 0 | |
Impairment of long-lived assets | 0 | 0 | |
Deferred revenue | $ 0 | $ 0 | $ 0 |
Income tax contingencies description | Tax years from 2020 through 2023 remain subject to examination by major tax jurisdictions | greater than 50% | |
Unrecognized tax benefits | $ 0 | ||
Customer Concentration Risk [Member] | Revenue Benchmark [Member] | Customers [Member] | |||
Product Information [Line Items] | |||
Total revenue | 10% | ||
Customer Concentration Risk [Member] | Revenue Benchmark [Member] | One Customers [Member] | |||
Product Information [Line Items] | |||
Total revenue | 59.80% | ||
Customer Concentration Risk [Member] | Revenue Benchmark [Member] | Two Customers [Member] | |||
Product Information [Line Items] | |||
Total revenue | 40.10% | ||
Customer Concentration Risk [Member] | Revenue Benchmark [Member] | Customers One [Member] | |||
Product Information [Line Items] | |||
Total revenue | 100% | ||
Customer Concentration Risk [Member] | Account Receivable [Member] | One Customers [Member] | |||
Product Information [Line Items] | |||
Total revenue | 98.10% | ||
Customer Concentration Risk [Member] | Immaterial Accounts Receivable [Member] | Customers One [Member] | |||
Product Information [Line Items] | |||
Total revenue | 100% |
BUSINESS COMBINATION (Details N
BUSINESS COMBINATION (Details Narrative) $ in Millions | 12 Months Ended |
Dec. 31, 2023 USD ($) shares | |
Collaborative Arrangement and Arrangement Other than Collaborative [Line Items] | |
Cash transaction | $ | $ 15.6 |
Merger Agreement [Member] | |
Collaborative Arrangement and Arrangement Other than Collaborative [Line Items] | |
Ordinary shares issued | 6,717,883 |
Ordinary shares outstanding percentage | 74.20% |
Ordinary Shares underlying options | 160,635 |
Ordinary Shares underlying warrants | 94,988 |
Common stock shares outstanding equity percentage | 25.80% |
Lockup Agreement [Member] | |
Collaborative Arrangement and Arrangement Other than Collaborative [Line Items] | |
Ordinary shares outstanding percentage | 52.40% |
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 | Dec. 31, 2022 |
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | |||
Warrant liability | $ 152 | $ 163 | $ 5,113 |
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 | $ 5,113 |
SCHEDULE OF SAFE WARRANT LIABIL
SCHEDULE OF SAFE WARRANT LIABILITY (Details) - USD ($) $ in Thousands | 3 Months Ended | 12 Months Ended | ||
Mar. 31, 2024 | Mar. 31, 2023 | Dec. 31, 2023 | Dec. 31, 2022 | |
Balance as of December 31, 2022 | $ 163 | $ 5,113 | $ 5,113 | |
Balance as of March 31, 2023 | 152 | 163 | $ 5,113 | |
Redeemable Convertible Preferred Stock Warrant Liability [Member] | ||||
Balance as of December 31, 2022 | 163 | 5,113 | 5,113 | |
Fair value of warrants at issuance | 2,053 | |||
Change in fair value | (4,950) | 3,060 | ||
Fair value of SAFE notes at issuance | ||||
Conversion at time of merger | ||||
Balance as of March 31, 2023 | 163 | 5,113 | ||
Safe Notes [Member] | ||||
Balance as of December 31, 2022 | ||||
Fair value of warrants at issuance | ||||
Change in fair value | (3,576) | |||
Fair value of SAFE notes at issuance | 6,353 | |||
Conversion at time of merger | (2,777) | |||
Balance as of March 31, 2023 | ||||
Warrant Liability [Member] | ||||
Balance as of December 31, 2022 | 163 | 5,113 | 5,113 | |
Change in fair value | (11) | (1,096) | ||
Balance as of March 31, 2023 | $ 152 | $ 4,017 | $ 163 | $ 5,113 |
FAIR VALUE MEASUREMENTS (Detail
FAIR VALUE MEASUREMENTS (Details Narrative) - USD ($) | 3 Months Ended | 6 Months Ended | 12 Months Ended | |||
Jun. 28, 2023 | Mar. 31, 2023 | Jun. 30, 2023 | Dec. 31, 2023 | Mar. 31, 2024 | Dec. 31, 2022 | |
Collaborative Arrangement and Arrangement Other than Collaborative [Line Items] | ||||||
Cash equivalents | $ 0 | $ 0 | $ 0 | |||
Series D1 Preferred Stock [Member] | ||||||
Collaborative Arrangement and Arrangement Other than Collaborative [Line Items] | ||||||
Fair value notes received | $ 4,300,000 | |||||
Series D2 Preferred Stock [Member] | ||||||
Collaborative Arrangement and Arrangement Other than Collaborative [Line Items] | ||||||
Fair value notes received | $ 2,000,000 | |||||
Series D Preferred Stock Purchase Agreement [Member] | ||||||
Collaborative Arrangement and Arrangement Other than Collaborative [Line Items] | ||||||
Fair value notes received | $ 4,300,000 | |||||
Exchanged, shares | 124,023 | 384,837 |
SCHEDULE OF PREPAID EXPENSES AN
SCHEDULE OF PREPAID EXPENSES AND OTHER CURRENT ASSETS (Details) - USD ($) $ in Thousands | Mar. 31, 2024 | Dec. 31, 2023 | Dec. 31, 2022 |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | |||
Accounts receivable | $ 183 | $ 186 | $ 8 |
Employee retention credit | 572 | 572 | 1,237 |
Prepaid expenses | 2,754 | 2,857 | 119 |
Prepaid benefits | 29 | 24 | 37 |
Prepaid clinical expenses | 6 | 6 | 6 |
Total prepaid expenses and other current assets | $ 3,544 | $ 3,645 | $ 1,407 |
SCHEDULE OF PROPERTY AND EQUIPM
SCHEDULE OF PROPERTY AND EQUIPMENT (Details) - USD ($) $ in Thousands | Mar. 31, 2024 | Dec. 31, 2023 | Dec. 31, 2022 |
Property, Plant and Equipment [Line Items] | |||
Property plant and equipment, gross | $ 2,298 | $ 2,293 | $ 2,223 |
Less: accumulated depreciation | (2,019) | (1,977) | (1,781) |
Total property and equipment, net | 279 | 316 | 442 |
Total property and equipment, net | 279 | 316 | 442 |
Computer Equipment [Member] | |||
Property, Plant and Equipment [Line Items] | |||
Property plant and equipment, gross | 194 | 192 | 171 |
Laboratory Equipment [Member] | |||
Property, Plant and Equipment [Line Items] | |||
Property plant and equipment, gross | 1,999 | 1,999 | 1,950 |
Furniture and Office Equipment [Member] | |||
Property, Plant and Equipment [Line Items] | |||
Property plant and equipment, gross | 29 | 29 | 29 |
Leasehold Improvements [Member] | |||
Property, Plant and Equipment [Line Items] | |||
Property plant and equipment, gross | $ 76 | $ 73 | $ 73 |
SCHEDULE OF ACCRUED EXPENSES AN
SCHEDULE OF ACCRUED EXPENSES AND OTHER CURRENT LIABILITIES (Details) - USD ($) $ in Thousands | Mar. 31, 2024 | Dec. 31, 2023 | Dec. 31, 2022 |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | |||
Accrued expenses | $ 102 | $ 107 | $ 591 |
Accrued employee expenses | 8 | 78 | 10 |
Accrued bonuses | 324 | 233 | 239 |
Total accrued expenses and other current liabilities | $ 434 | $ 418 | $ 840 |
BALANCE SHEET COMPONENTS (Detai
BALANCE SHEET COMPONENTS (Details Narrative) - USD ($) $ in Thousands | 3 Months Ended | 12 Months Ended | ||||
Feb. 28, 2023 | Oct. 31, 2021 | Mar. 31, 2024 | Mar. 31, 2023 | Dec. 31, 2023 | Dec. 31, 2022 | |
Collaborative Arrangement and Arrangement Other than Collaborative [Line Items] | ||||||
Prepaid and other current assets | $ 600 | $ 600 | $ 1,200 | |||
Proceeds from accounts receivable | $ 700 | $ 700 | ||||
Depreciation expense | 63 | $ 68 | 257 | 323 | ||
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 | $ 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 | Dec. 31, 2022 |
Total | $ 22 | $ 42 | $ 60 |
Former Chairman of Board of Directors [Member] | |||
Accounts payable | |||
Accrued expenses | 60 | ||
Total | 60 | ||
Board [Member] | |||
Accounts payable | 42 | ||
Accrued expenses | |||
Total | 42 | ||
Total | $ 22 | $ 42 |
ACCOUNTS PAYABLE - RELATED PA_3
ACCOUNTS PAYABLE - RELATED PARTIES (Details Narrative) - USD ($) | 3 Months Ended | 12 Months Ended | ||
Mar. 31, 2024 | Mar. 31, 2023 | Dec. 31, 2023 | Dec. 31, 2022 | |
Former Chairman of Board of Directors [Member] | ||||
General and administrative expenses | $ 273,750 | $ 365,000 | ||
Board [Member] | ||||
General and administrative expenses | $ 60,450 | $ 43,403 | $ 218,903 | $ 0 |
CO-DEVELOPMENT AND LICENSE AG_2
CO-DEVELOPMENT AND LICENSE AGREEMENTS (Details Narrative) - USD ($) $ in Thousands | 1 Months Ended | 3 Months Ended | 12 Months Ended | |||
Sep. 30, 2021 | Mar. 31, 2024 | Mar. 31, 2023 | Dec. 31, 2023 | Dec. 31, 2022 | 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 | $ 4,706 | $ 7,776 | ||
Oncoheroes Safe Agreement [Member] | ||||||
Collaborative Arrangement and Arrangement Other than Collaborative [Line Items] | ||||||
Milestone payments | ||||||
Investment in SAFE | $ 1,500 | |||||
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 | |||||
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 | $ 46 | $ 1,100 |
SCHEDULE OF LEASES EXPENSES (De
SCHEDULE OF LEASES EXPENSES (Details) - USD ($) $ in Thousands | 3 Months Ended | 12 Months Ended | ||
Mar. 31, 2024 | Mar. 31, 2023 | Dec. 31, 2023 | Dec. 31, 2022 | |
Leases | ||||
Amortization of ROU assets - finance lease | $ 20 | $ 7 | $ 67 | |
Interest on lease liabilities - finance lease | 3 | 1 | 10 | |
Cash paid for financing lease liabilities | 22 | 73 | ||
Cash paid for operating lease liabilities | 132 | 187 | 632 | 751 |
Operating lease expense | 120 | 185 | 728 | 749 |
Variable lease expense | 4 | 22 | 81 | 94 |
Short-term lease expense | $ 1 | $ 2 | $ 167 |
SCHEDULE OF MATURITIES OF LEASE
SCHEDULE OF MATURITIES OF LEASE LIABILITIES AND THE RECONCILIATION OF LEASE LIABILITIES (Details) - USD ($) $ in Thousands | Mar. 31, 2024 | Dec. 31, 2023 |
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items] | ||
Facilities Lease Obligation, 2025 | $ 552 | |
Facilities Lease Obligation, 2026 | 569 | |
Facilities Lease Obligation, 2027 | 239 | |
Facilities Lease Obligation, 2028 and thereafter | ||
Total future undiscounted lease payments | 1,764 | |
Facilities Lease Obligation, imputed interest | (163) | |
Total lease liabilities | 1,601 | |
Finance Lease Obligation, 2024 | 66 | |
Facilities Lease Obligation, 2024 | 404 | |
Finance Lease Obligation, 2025 | 87 | |
Finance Lease Obligation, 2026 | 87 | |
Finance Lease Obligation, 2027 | 87 | |
Finance Lease Obligation, 2028 and thereafter | 15 | |
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) | |
Total Finance Lease Obligation | 322 | |
Total Facilities Lease Obligation | $ 1,601 | |
Finance Lease [Member] | ||
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items] | ||
Facilities Lease Obligation, 2025 | $ 87 | |
Facilities Lease Obligation, 2026 | 87 | |
Facilities Lease Obligation, 2027 | 87 | |
Facilities Lease Obligation, 2028 and thereafter | 15 | |
Total future undiscounted lease payments | 363 | |
Facilities Lease Obligation, imputed interest | (22) | |
Total lease liabilities | 341 | |
Facilities Lease Obligation, Total future undiscounted lease payments | 363 | |
Total Facilities Lease Obligation | 341 | |
Facilities Lease [Member] | ||
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items] | ||
Facilities Lease Obligation, 2025 | 536 | |
Facilities Lease Obligation, 2026 | 552 | |
Facilities Lease Obligation, 2027 | 569 | |
Facilities Lease Obligation, 2028 and thereafter | ||
Total future undiscounted lease payments | 1,897 | |
Facilities Lease Obligation, imputed interest | (189) | |
Total lease liabilities | 1,708 | |
Facilities Lease Obligation, Total future undiscounted lease payments | 1,897 | |
Total Facilities Lease Obligation | $ 1,708 |
SCHEDULE OF ROU ASSETS AND RELA
SCHEDULE OF ROU ASSETS AND RELATED LEASE LIABILITIES (Details) - USD ($) $ in Thousands | Mar. 31, 2024 | Dec. 31, 2023 | Dec. 31, 2022 |
Property, Plant and Equipment [Line Items] | |||
Current finance lease liabilities | $ 79 | $ 78 | |
Non-current finance lease liabilities | 243 | 263 | |
Current operating lease liabilities | 456 | 445 | 361 |
Non-current operating lease liabilities | $ 1,145 | 1,263 | |
Finance Lease [Member] | |||
Property, Plant and Equipment [Line Items] | |||
Current finance lease liabilities | 78 | ||
Non-current finance lease liabilities | 263 | ||
Current operating lease liabilities | |||
Non-current operating lease liabilities | |||
Weighted average remaining lease term, Operating leases | 4 years 2 months 12 days | ||
Weighted average remaining lease term, Finance leases | 4 years 2 months 12 days | ||
Weighted average discount rate, operating leases | 3.10% | ||
Facilities Lease [Member] | |||
Property, Plant and Equipment [Line Items] | |||
Current finance lease liabilities | |||
Non-current finance lease liabilities | |||
Current operating lease liabilities | 445 | 211 | |
Non-current operating lease liabilities | $ 1,263 | ||
Weighted average remaining lease term, Operating leases | 3 years 4 months 24 days | 3 months 18 days | |
Weighted average remaining lease term, Finance leases | 3 years 4 months 24 days | ||
Weighted average discount rate, operating leases | 6% | 7% | |
Equipment Lease [Member] | |||
Property, Plant and Equipment [Line Items] | |||
Current operating lease liabilities | $ 150 | ||
Non-current operating lease liabilities | |||
Weighted average remaining lease term, Operating leases | 8 months 12 days | ||
Weighted average discount rate, operating leases | 7.20% |
LEASES (Details Narrative)
LEASES (Details Narrative) - USD ($) | 1 Months Ended | ||
Apr. 30, 2023 | Feb. 28, 2023 | Mar. 31, 2024 | |
Property, Plant and Equipment [Line Items] | |||
Finance lease liability | $ 322,000 | ||
Weighted average incremental borrowing rate | 6% | ||
Lease payments | $ 2,200,000 | ||
Equipment [Member] | |||
Property, Plant and Equipment [Line Items] | |||
Finance lease liability | $ 405,000 | ||
Service contract value | $ 158,000 |
PAYCHECK PROTECTION PROGRAM L_2
PAYCHECK PROTECTION PROGRAM LOANS (Details Narrative) $ in Thousands | Feb. 28, 2021 USD ($) |
Paycheck Protection Program Loans | |
Payroll protection program loans | $ 1,040 |
Bearing interest percentage | 1% |
CAPITAL STRUCTURE (Details Narr
CAPITAL STRUCTURE (Details Narrative) | 1 Months Ended | 2 Months Ended | 5 Months Ended | 12 Months Ended | ||||
Oct. 16, 2023 ILS (₪) ₪ / shares shares | Jul. 31, 2022 $ / shares shares | Jun. 30, 2022 $ / shares shares | Jul. 31, 2022 USD ($) $ / shares shares | May 31, 2022 USD ($) | Dec. 31, 2023 USD ($) $ / shares shares | Dec. 31, 2022 USD ($) $ / shares shares | Dec. 31, 2022 ₪ / shares shares | |
Class of Stock [Line Items] | ||||||||
Common stock, par value | (per share) | ₪ 0.35 | $ 0.001 | $ 0.001 | ₪ 0.35 | ||||
Common stock, shares authorized | 34,285,714 | 0 | 2,836,790 | 2,836,790 | ||||
Registered share capital, value | ₪ | ₪ 12,000,000 | |||||||
Stockholders' equity, reverse stock split | As a result of the Reverse Share Split, the number of issued and outstanding Ordinary Shares immediately prior to the Reverse Share Split was reduced into a smaller number of Ordinary Shares, such that every 35 Ordinary Shares held by a shareholder immediately prior to the Reverse Share Split were combined and reclassified into one Ordinary Share. | |||||||
Common stock, shares outstanding | 9,018,261 | 0 | 970,192 | 970,192 | ||||
Issuance price | $ / shares | $ 0.0629 | |||||||
Ordinary Shares [Member] | ||||||||
Class of Stock [Line Items] | ||||||||
Issuance of ordinary shares for anti-dilution shares | 1,893,649 | |||||||
Issuance of ordinary shares for incentive, value | 2,633,967 | |||||||
Series C-1 Redeemable Convertible Preferred Stock [Member] | ||||||||
Class of Stock [Line Items] | ||||||||
Number of shares issued | 53,393 | |||||||
Preferred stock, par value | $ / shares | $ 7.1319 | $ 7.1319 | ||||||
Preferred stock gross proceeds | $ | $ 6,100,000 | |||||||
Redeemable Convertible Preferred Stock [Member] | ||||||||
Class of Stock [Line Items] | ||||||||
Temporary equity, shares authorized | 2,118,892 | 2,118,892 | ||||||
Temporary equity, par value | $ / shares | $ 0.001 | |||||||
Series C Redeemable Convertible Preferred Stock Warrants [Member] | ||||||||
Class of Stock [Line Items] | ||||||||
Proceeds from warrant | $ | $ 2,100,000 | |||||||
Series A Redeemable Convertible Preferred Stock [Member] | ||||||||
Class of Stock [Line Items] | ||||||||
Temporary equity, shares authorized | 0 | 557,507 | 557,507 | |||||
Temporary equity, par value | $ / shares | $ 0.001 | $ 0.001 | ||||||
Issuance of common stock through conversion of redeemable convertible preferred stock, shares | 411,858 | |||||||
Temporary equity, shares issued | 0 | 145,650 | 145,650 | |||||
Series B Redeemable Convertible Preferred Stock [Member] | ||||||||
Class of Stock [Line Items] | ||||||||
Temporary equity, shares authorized | 0 | 419,841 | 419,841 | |||||
Temporary equity, par value | $ / shares | $ 0.001 | $ 0.001 | ||||||
Issuance of common stock through conversion of redeemable convertible preferred stock, shares | 196,157 | |||||||
Temporary equity, shares issued | 0 | 223,683 | 223,683 | |||||
Series D Preferred Stock [Member] | ||||||||
Class of Stock [Line Items] | ||||||||
Gross proceeds and sale | $ | $ 4,300,000 | |||||||
Series D One Preferred Stock [Member] | ||||||||
Class of Stock [Line Items] | ||||||||
Number of shares issued | 384,837 | |||||||
Series D Two Preferred Stock [Member] | ||||||||
Class of Stock [Line Items] | ||||||||
Gross proceeds and sale | $ | $ 6,000,000 | |||||||
Number of shares issued | 370,602 | |||||||
Number of shares issued | 124,023 | |||||||
Number of shares issued, value | $ | $ 2,000,000 | |||||||
Redeemable Preferred Stock [Member] | ||||||||
Class of Stock [Line Items] | ||||||||
Convertible preferred shares terms | (a) the closing of the sale of shares of Common Stock to the public in a firm-commitment underwritten public offering pursuant to an effective registration statement under the Securities Act of 1933, as amended, resulting in at least $50,000,000 of gross proceeds (before deducting underwriting discounts and commissions), to Notable US, or (b) the date and time, or the occurrence of an event, specified by vote or written consent of the holders of at least (i) a majority of the outstanding shares of Series A Preferred Stock, (ii) 55% of the outstanding shares of Series B Preferred Stock, and (iii) a majority of the outstanding shares of Series C Preferred Stock, voting together as a single class on an as converted to Common Stock basis. | |||||||
Proceeds from common stock | $ | $ 50,000,000 | |||||||
Series C Redeemable Convertible Preferred Stock [Member] | ||||||||
Class of Stock [Line Items] | ||||||||
Temporary equity, shares authorized | 0 | 1,141,544 | 1,141,544 | |||||
Temporary equity, par value | $ / shares | $ 0.001 | $ 0.001 | ||||||
Temporary equity, shares issued | 0 | 94,988 | 94,988 | |||||
Series D Redeemable Convertible Preferred Stock [Member] | ||||||||
Class of Stock [Line Items] | ||||||||
Temporary equity, shares issued | 755,439 | 755,439 | ||||||
2022 SAFEs [Member] | ||||||||
Class of Stock [Line Items] | ||||||||
Gross proceeds and sale | $ | $ 4,000,000 | |||||||
Convertible preferred shares terms | If there was a future equity financing before the termination of the SAFEs, on the initial closing of such equity financing, the 2022 SAFEs would automatically convert into the number of shares of preferred stock which would be issued in the equity financing equal to the purchase amount divided by the lowest price per share of the preferred stock sold in the equity financing multiplied by 85%. | |||||||
2022 SAFEs [Member] | Series C-1 Redeemable Convertible Preferred Stock [Member] | ||||||||
Class of Stock [Line Items] | ||||||||
Issuance price | $ / shares | $ 7.1319 | |||||||
2022 SAFEs [Member] | Series C-2 Redeemable Convertible Preferred Stock [Member] | ||||||||
Class of Stock [Line Items] | ||||||||
Issuance price | $ / shares | $ 6.062115 | |||||||
Number of shares issued | 661,282 | |||||||
Gain on equity | $ | $ 500,000 |
SCHEDULE OF ESTIMATING FAIR VAL
SCHEDULE OF ESTIMATING FAIR VALUE OF WARRANTS (Details) | Mar. 31, 2024 | Dec. 31, 2023 | Dec. 31, 2022 | Jul. 31, 2022 |
Measurement Input, Risk Free Interest Rate [Member] | ||||
Fair Value Measurement Inputs and Valuation Techniques [Line Items] | ||||
Warrants and rights outstanding, measurement input | 4.2 | 3.88 | 4.41 | 3.11 |
Measurement Input, Expected Term [Member] | ||||
Fair Value Measurement Inputs and Valuation Techniques [Line Items] | ||||
Warrants and rights outstanding, measurement input | 8.46 | 2 | 2.5 | |
Measurement Input, Price Volatility [Member] | ||||
Fair Value Measurement Inputs and Valuation Techniques [Line Items] | ||||
Warrants and rights outstanding, measurement input | 163 | 95 | 95 | |
Measurement Input, Expected Dividend Rate [Member] | ||||
Fair Value Measurement Inputs and Valuation Techniques [Line Items] | ||||
Warrants and rights outstanding, measurement input | 0 | 0 | 0 | 0 |
SCHEDULE OF REDEEMABLE CONVERTI
SCHEDULE OF REDEEMABLE CONVERTIBLE PREFERRED STOCK WARRANT LIABILITY ACTIVITY (Details) - USD ($) $ in Thousands | 3 Months Ended | 12 Months Ended | ||
Mar. 31, 2024 | Mar. 31, 2023 | Dec. 31, 2023 | Dec. 31, 2022 | |
Class of Stock [Line Items] | ||||
Fair value of warrants at issuance | $ (11) | $ (1,096) | ||
Series C Warrant [Member] | ||||
Class of Stock [Line Items] | ||||
Balance Beginning | $ 163 | $ 5,113 | $ 5,113 | |
Fair value of warrants at issuance | 2,053 | |||
Change in fair value | (4,950) | 3,060 | ||
Balance Ending | $ 163 | $ 5,113 |
WARRANTS TO PURCHASE REDEEMAB_3
WARRANTS TO PURCHASE REDEEMABLE CONVERTIBLE PREFERRED STOCK (Details Narrative) - $ / shares | 1 Months Ended | |
Apr. 30, 2021 | Dec. 31, 2023 | |
Class of Stock [Line Items] | ||
Shares Issued, Price Per Share | $ 0.0629 | |
Prefunded Warrants [Member] | ||
Class of Stock [Line Items] | ||
Purchase of warrants | 230,000 | |
Pre-reverse split stock | 8,050,000 | |
Shares Issued, Price Per Share | $ 1.89 | |
Exercise price per share | $ 0.35 | |
Series C Warrant [Member] | Common Stock [Member] | ||
Class of Stock [Line Items] | ||
Exercise price per share | $ 113.35 | |
Series C Warrant [Member] | Common Stock [Member] | Maximum [Member] | ||
Class of Stock [Line Items] | ||
Purchase of warrants | 94,988 |
SCHEDULE OF STOCK OPTIONS (Deta
SCHEDULE OF STOCK OPTIONS (Details) - USD ($) $ / shares in Units, $ in Thousands | 3 Months Ended | 12 Months Ended | |
Mar. 31, 2024 | Dec. 31, 2023 | Dec. 31, 2022 | |
Share-Based Payment Arrangement [Abstract] | |||
Total Options Outstanding, Outstanding beginning balance | 284,437 | 179,107 | |
Weighted Average Exercise Price, Outstanding beginning balance | $ 49.67 | $ 22.73 | |
Weighted Average Remaining Contractual Life (in years), Outstanding | 4 years | 4 years | 7 years 3 months 18 days |
Aggregate Intrinsic Value, Outstanding | $ 1,419 | ||
Total Options Outstanding, Assumption of options pursuant to merger | 243,389 | ||
Weighted Average Exercise Price, Assumption of options pursuant to merger | $ 83.54 | ||
Weighted Average Remaining Contractual Life (in years), Assumption of options pursuant to merger | 4 years 4 months 24 days | ||
Aggregate Intrinsic Value, Assumption of options pursuant to merger | |||
Total Options Outstanding, Granted | 55,299 | ||
Weighted Average Exercise Price, Granted | $ 1.28 | ||
Total Options Outstanding, Exercised | (48,571) | ||
Weighted Average Exercise Price, Exercised | $ 0.35 | ||
Total Options Outstanding, Cancelled | (141,289) | (89,488) | |
Weighted Average Exercise Price, Cancelled | $ 75.45 | $ 44.74 | |
Total Options Outstanding, Outstanding ending balance | 198,447 | 284,437 | 179,107 |
Weighted Average Exercise Price, Outstanding ending balance | $ 17.83 | $ 49.67 | $ 22.73 |
Aggregate Intrinsic Value, Outstanding | $ 27 | $ 1,419 | |
Total Options Outstanding, Exercisable | 135,375 | 227,800 | |
Weighted Average Exercise Price, Exercisable | $ 24.28 | $ 51.97 | |
Weighted Average Remaining Contractual Life (in years), Exercisable | 7 years | 10 months 24 days | |
Total Options Outstanding, Vested and expected to vest | 198,447 | 284,437 | |
Weighted Average Exercise Price, Vested and expected to vest | $ 17.83 | $ 49.67 | |
Weighted Average Remaining Contractual Life (in years), Vested and expected to vest | 4 years | ||
Aggregate Intrinsic Value, Vested and expected to vest | $ 27 | ||
Weighted Average Remaining Contractual Life (in years), Outstanding | 7 years 10 months 24 days | ||
Aggregate Intrinsic Value, Exercisable | |||
Weighted Average Remaining Contractual Life (in years), Vested and expected to vest | 7 years 10 months 24 days |
SCHEDULE OF STOCK OPTIONS GRANT
SCHEDULE OF STOCK OPTIONS GRANTED ASSUMPTION (Details) | 3 Months Ended | 12 Months Ended | |
Mar. 31, 2024 | Dec. 31, 2023 | Dec. 31, 2022 | |
Share-Based Payment Arrangement [Abstract] | |||
Expected term (in years) | 10 years | 6 years | |
Risk-free interest rate | 4.20% | 1.61% | |
Expected dividend rate | 0% | ||
Expected volatility | 170.70% | 75.73% |
SCHEDULE OF SHARE BASED COMPENS
SCHEDULE OF SHARE BASED COMPENSATION (Details) - USD ($) $ in Thousands | 3 Months Ended | 12 Months Ended | ||
Mar. 31, 2024 | Mar. 31, 2023 | Dec. 31, 2023 | Dec. 31, 2022 | |
Share-Based Payment Arrangement, Expensed and Capitalized, Amount [Line Items] | ||||
Share based compensation | $ 132 | $ 116 | $ 589 | $ 581 |
Research and Development Expense [Member] | ||||
Share-Based Payment Arrangement, Expensed and Capitalized, Amount [Line Items] | ||||
Share based compensation | 99 | 26 | 100 | 146 |
General and Administrative Expense [Member] | ||||
Share-Based Payment Arrangement, Expensed and Capitalized, Amount [Line Items] | ||||
Share based compensation | $ 33 | $ 90 | $ 489 | $ 435 |
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 | 12 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 ($) shares | Dec. 31, 2023 USD ($) $ / shares shares | Dec. 31, 2022 USD ($) $ / shares shares | Oct. 16, 2023 ₪ / shares | Dec. 31, 2022 ₪ / shares 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 | (per share) | $ 0.001 | $ 0.001 | ₪ 0.35 | ₪ 0.35 | ||||||||
Intrinsic value of stock options exercised | $ | $ 0 | $ 0 | $ 0 | $ 74 | ||||||||
Restricted stock activity, outstanding | ||||||||||||
Options grant date fair value per share | $ / shares | $ 1.28 | $ 0 | $ 1.03 | |||||||||
Stock-based compensation expense related to stock awards not yet recognized | $ | $ 500 | $ 400 | ||||||||||
Weighted-average remaining period | 8 months 12 days | 6 months | ||||||||||
Options granted | 55,299 | |||||||||||
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 | 66,975 | 31,450 | 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. | 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. | ||||||||||
Two Thousand Twenty Four 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 | |||||||||||
Maximum [Member] | 2014 Plan [Member] | ||||||||||||
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items] | ||||||||||||
Ordinary shares reserved for future issuance | 26,514 | |||||||||||
Board of Directors [Member] | 2020 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 | |||||||||||
Board of Directors [Member] | Maximum [Member] | 2020 Plan [Member] | ||||||||||||
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items] | ||||||||||||
Ordinary shares reserved for future issuance | 40,674 | |||||||||||
Board of Directors [Member] | Maximum [Member] | 2011 Plan [Member] | ||||||||||||
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items] | ||||||||||||
Ordinary shares reserved for future issuance | 21,913 | |||||||||||
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 RECONCILIATION OF F
SCHEDULE OF RECONCILIATION OF FEDERAL STATUTORY INCOME TAX (Details) | 12 Months Ended | |
Dec. 31, 2023 | Dec. 31, 2022 | |
Income Tax Disclosure [Abstract] | ||
Federal statutory income tax | 21% | 21% |
State income taxes | 8.90% | 7.70% |
Foreign income taxes | 2% | |
PPP loan forgiveness | 1.50% | |
R&D credits | 2.70% | 4.20% |
ASC 740-10 reserve | (0.70%) | (1.00%) |
SAFE liability remeasurement | 9.20% | (3.70%) |
Loss on convertible debt | (3.20%) | |
Deferred true-ups | (8.90%) | |
Deferred tax assets acquired through merger | 502.30% | |
Exchange rate true up | 57.20% | |
Other | (1.00%) | (1.20%) |
Change in valuation allowance | (589.50%) | (28.50%) |
Total provision for income taxes |
SCHEDULE OF DEFERRED TAX ASSETS
SCHEDULE OF DEFERRED TAX ASSETS AND LIABILITIES (Details) - USD ($) $ in Thousands | Dec. 31, 2023 | Dec. 31, 2022 |
Deferred tax assets: | ||
Net operating loss carryforwards | $ 78,730 | $ 15,403 |
Tax credit carryforwards | 2,649 | 2,675 |
Property and equipment | 7 | 23 |
Capitalized research and experimental cost | 4,202 | 1,401 |
Stock compensation | 391 | 252 |
Other | 58 | 96 |
Subtotal | 86,037 | 19,850 |
Valuation allowance | (86,037) | (19,850) |
Net deferred tax assets (liabilities) |
SCHEDULE OF UNCERTAIN TAX POSIT
SCHEDULE OF UNCERTAIN TAX POSITIONS (Details) - USD ($) $ in Thousands | 12 Months Ended | |
Dec. 31, 2023 | Dec. 31, 2022 | |
Income Tax Disclosure [Abstract] | ||
Balance at the beginning of the period | $ 892 | $ 742 |
Additions for tax positions taken in current year | 84 | 150 |
Ending balance | $ 976 | $ 892 |
INCOME TAXES (Details Narrative
INCOME TAXES (Details Narrative) - USD ($) | 3 Months Ended | 12 Months Ended | ||||
Mar. 31, 2024 | Mar. 31, 2023 | Dec. 31, 2023 | Jan. 01, 2023 | Dec. 31, 2022 | Dec. 31, 2021 | |
Effective Income Tax Rate Reconciliation [Line Items] | ||||||
Valuation allowance, deferred tax asset, increase (decrease), amount | $ 66,200,000 | |||||
Deferred Tax Assets, Operating Loss Carryforwards, Domestic | 69,200,000 | $ 57,400,000 | ||||
Deferred Tax Assets, Operating Loss Carryforwards, State and Local | 51,700,000 | 38,100,000 | ||||
Deferred Tax Assets, Operating Loss Carryforwards, Foreign | 263,600,000 | |||||
Recognized penalties and interest | 0 | |||||
unrecognized tax benefits | $ 976,000 | $ 0 | 892,000 | $ 742,000 | ||
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 | greater than 50% | ||||
Income tax benefit | $ 0 | $ 0 | ||||
Foreign Tax Jurisdiction [Member] | Merger Agreement [Member] | ||||||
Effective Income Tax Rate Reconciliation [Line Items] | ||||||
Valuation allowance, deferred tax asset, increase (decrease), amount | $ 54,400,000 | |||||
Operating loss carryforwards | 236,500,000 | |||||
Domestic Tax Jurisdiction [Member] | ||||||
Effective Income Tax Rate Reconciliation [Line Items] | ||||||
Research and development credit carryforwards | 2,100,000 | 1,900,000 | ||||
State and Local Jurisdiction [Member] | ||||||
Effective Income Tax Rate Reconciliation [Line Items] | ||||||
Research and development credit carryforwards | $ 1,800,000 | $ 1,600,000 |
SCHEDULE OF BASIC AND DILUTED L
SCHEDULE OF BASIC AND DILUTED LOSS PER SHARE (Details) - USD ($) $ / shares in Units, $ in Thousands | 3 Months Ended | 12 Months Ended | ||
Mar. 31, 2024 | Mar. 31, 2023 | Dec. 31, 2023 | Dec. 31, 2022 | |
Earnings Per Share [Abstract] | ||||
Net loss | $ (3,766) | $ (6,272) | $ (11,264) | $ (14,407) |
Weighted-average ordinary shares outstanding used to compute net loss per share, basic | 9,018,261 | 970,192 | 3,302,818 | 655,665 |
Weighted-average ordinary shares outstanding used to compute net loss per share, diluted | 9,018,261 | 970,192 | 3,302,818 | 655,665 |
Net loss per share, basic | $ (0.42) | $ (6.46) | $ (3.41) | $ (21.97) |
Net loss per share, diluted | $ (0.42) | $ (6.46) | $ (3.41) | $ (21.97) |
SCHEDULE OF ANTIDILUTIVE SECURI
SCHEDULE OF ANTIDILUTIVE SECURITIES EXCLUDED FROM COMPUTATION OF EARNINGS PER SHARE (Details) - shares | 12 Months Ended | |
Dec. 31, 2023 | Dec. 31, 2022 | |
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | ||
Total | 379,425 | 738,416 |
Series A-1 Redeemable Convertible Preferred Stock [Member] | ||
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | ||
Total | 114,194 | |
Series A-2 Redeemable Convertible Preferred Stock [Member] | ||
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | ||
Total | 19,411 | |
Series A-3 Redeemable Convertible Preferred Stock [Member] | ||
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | ||
Total | 12,045 | |
Series A-4 Redeemable Convertible Preferred Stock [Member] | ||
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | ||
Total | ||
Series A-5 Redeemable Convertible Preferred Stock [Member] | ||
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | ||
Total | ||
Series A-6 Redeemable Convertible Preferred Stock [Member] | ||
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | ||
Total | ||
Series B-1 Redeemable Convertible Preferred Stock [Member] | ||
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | ||
Total | 3,662 | |
Series B-2 Redeemable Convertible Preferred Stock [Member] | ||
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | ||
Total | 220,021 | |
Series C-1 Redeemable Convertible Preferred Stock [Member] | ||
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | ||
Total | 53,393 | |
Series C-2 Redeemable Convertible Preferred Stock [Member] | ||
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | ||
Total | 41,595 | |
Warrant [Member] | ||
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | ||
Total | 94,988 | 94,988 |
Share-Based Payment Arrangement, Option [Member] | ||
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | ||
Total | 284,437 | 179,107 |
SUBSEQUENT EVENTS (Details Narr
SUBSEQUENT EVENTS (Details Narrative) - USD ($) | 1 Months Ended | 3 Months Ended | 12 Months Ended | ||
May 08, 2024 | Jan. 24, 2024 | Apr. 30, 2024 | Mar. 31, 2024 | Dec. 31, 2023 | |
Subsequent Event [Line Items] | |||||
Share-Based Compensation Arrangement by Share-Based Payment Award, Options, Grants in Period, Gross | 55,299 | ||||
Subsequent Event [Member] | |||||
Subsequent Event [Line Items] | |||||
Options vested in fair value | $ 70,000 | ||||
Fair value of vesting term | 2 years | ||||
Received employee retention credit refund from deposit | $ 251,220 | ||||
Subsequent Event [Member] | Related Party Board Members [Member] | |||||
Subsequent Event [Line Items] | |||||
Share-Based Compensation Arrangement by Share-Based Payment Award, Options, Grants in Period, Gross | 6,534 | ||||
Five Board [Member] | Subsequent Event [Member] | |||||
Subsequent Event [Line Items] | |||||
Share-Based Compensation Arrangement by Share-Based Payment Award, Options, Grants in Period, Gross | 9,753 | ||||
Employees [Member] | Subsequent Event [Member] | |||||
Subsequent Event [Line Items] | |||||
Number of option to purchase share of ordinary shares | 390,000 | ||||
Consultants [Member] | Subsequent Event [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 [Member] | |||||
Subsequent Event [Line Items] | |||||
Number of option to purchase share of ordinary shares | 350,000 | ||||
Chief Executive Officer [Member] | Subsequent Event [Member] | |||||
Subsequent Event [Line Items] | |||||
Number of restricted ordinary shares issued | 400,000 | ||||
Board Member One [Member] | Subsequent Event [Member] | |||||
Subsequent Event [Line Items] | |||||
Number of restricted ordinary shares issued | 40,247 | ||||
Board Member Two [Member] | Subsequent Event [Member] | |||||
Subsequent Event [Line Items] | |||||
Number of restricted ordinary shares issued | 40,247 | ||||
Board Member Three [Member] | Subsequent Event [Member] | |||||
Subsequent Event [Line Items] | |||||
Number of restricted ordinary shares issued | 40,247 | ||||
Board Member Four [Member] | Subsequent Event [Member] | |||||
Subsequent Event [Line Items] | |||||
Number of restricted ordinary shares issued | 40,247 | ||||
Board of Directors Chairman [Member] | Subsequent Event [Member] | |||||
Subsequent Event [Line Items] | |||||
Number of restricted ordinary shares issued | 65,247 |
SCHEDULE OF FAIR VALUE OF WARRA
SCHEDULE OF FAIR VALUE OF WARRANT (Details) | Mar. 31, 2024 | Dec. 31, 2023 | Dec. 31, 2022 | Jul. 31, 2022 |
Measurement Input, Risk Free Interest Rate [Member] | ||||
Fair Value Measurement Inputs and Valuation Techniques [Line Items] | ||||
Annual dividend yield | 4.2 | 3.88 | 4.41 | 3.11 |
Measurement Input, Expected Term [Member] | ||||
Fair Value Measurement Inputs and Valuation Techniques [Line Items] | ||||
Annual dividend yield | 8.46 | 2 | 2.5 | |
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 | 0 | 0 | 0 |
BASIS OF PREPARATION OF THE F_2
BASIS OF PREPARATION OF THE FINANCIAL STATEMENTS (Details Narrative) | 3 Months Ended | 12 Months Ended |
Mar. 31, 2024 | Dec. 31, 2023 | |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | ||
Reverse stock split | 1-for-35 reverse stock split | 1-for-35 reverse stock split |