Notable Labs (NTBLQ) 10-Q 14 Aug 24 2024 Q2 Quarterly report Financial data

Cover

Cover - ₪ / shares	6 Months Ended
	Jun. 30, 2024	Aug. 14, 2024
Cover [Abstract]
Document Type	10-Q
Amendment Flag	false
Document Quarterly Report	true
Document Transition Report	false
Document Period End Date	Jun. 30, 2024
Document Fiscal Period Focus	Q2
Document Fiscal Year Focus	2024
Current Fiscal Year End Date	--12-31
Entity File Number	001-36581
Entity Registrant Name	Notable Labs, Ltd.
Entity Central Index Key	0001603207
Entity Tax Identification Number	00-0000000
Entity Incorporation, State or Country Code	L3
Entity Address, Address Line One	320 Hatch Drive
Entity Address, City or Town	Foster City
Entity Address, State or Province	CA
Entity Address, Postal Zip Code	94404
City Area Code	(415)
Local Phone Number	851-2410
Title of 12(b) Security	Ordinary Shares, par value NIS 0.35 per share
Trading Symbol	NTBL
Security Exchange Name	NASDAQ
Entity Current Reporting Status	Yes
Entity Interactive Data Current	Yes
Entity Filer Category	Non-accelerated Filer
Entity Small Business	true
Entity Emerging Growth Company	false
Entity Shell Company	false
Entity Common Stock, Shares Outstanding		9,659,496
Entity Common Stock, Shares Outstanding	₪ 0.35

Condensed Consolidated Balance

Condensed Consolidated Balance Sheets - USD ($) $ in Thousands	Jun. 30, 2024	Dec. 31, 2023
Current assets:
Cash and cash equivalents	$ 4,092	$ 11,825
Prepaid expenses and other current assets	2,892	3,645
Total current assets	6,984	15,470
Property and equipment, net	346	316
Finance lease right-of-use assets, net	297	337
Operating lease right-of-use assets	1,467	1,694
Investment in SAFE		1,500
Investment in Series Seed Preferred Stock	1,500
Deferred financing costs	306
Other assets	104	224
Total assets	11,004	19,541
Current liabilities:
Accounts payable	1,140	1,755
Accrued expenses and other current liabilities	809	418
Accounts payable and accrued expenses - related party	22	42
Finance lease liabilities, current	79	78
Operating lease liabilities, current	467	445
Total current liabilities	2,517	2,738
Finance lease liabilities, net of current amount	224	263
Operating lease liabilities, net of current amount	1,025	1,263
Warrant liability	52	163
Total liabilities	3,818	4,427
Commitments and contingencies
Shareholders’ equity
Ordinary shares, NIS 0.35 par value, 34,285,714 shares authorized as of June 30, 2024 and December 31, 2023 and 9,659,496 issued and outstanding as of June 30, 2024 and 9,018,261 issued and outstanding as of December 31, 2023	849	788
Additional paid-in capital	97,514	96,524
Accumulated deficit	(91,293)	(82,308)
Accumulated other comprehensive income	116	110
Total shareholders’ equity	7,186	15,114
Total liabilities and shareholders’ equity	$ 11,004	$ 19,541

Condensed Consolidated Balanc_2

Condensed Consolidated Balance Sheets (Parenthetical) - ₪ / shares	Jun. 30, 2024	Dec. 31, 2023
Statement of Financial Position [Abstract]
Common stock, par value	₪ 0.35	₪ 0.35
Common stock, shares authorized	34,285,714	34,285,714
Common stock, shares issued	9,659,496	9,018,261
Common stock, shares outstanding	9,659,496	9,018,261

Condensed Consolidated Statemen

Condensed Consolidated Statements of Operations and Comprehensive Loss (Unaudited) - USD ($) $ in Thousands	3 Months Ended		6 Months Ended
	Jun. 30, 2024	Jun. 30, 2023	Jun. 30, 2024	Jun. 30, 2023
Income Statement [Abstract]
Services revenue	$ 2		$ 3
Cost of services
Gross profit	2		3
Operating expenses
Research and development	2,354	1,054	3,904	2,650
General and administrative	3,028	1,932	5,317	5,855
Total operating expenses	5,382	2,986	9,221	8,505
Loss from operations	(5,380)	(2,986)	(9,218)	(8,505)
Other income (expense), net
Change in fair value of SAFEs		(858)		(2,723)
Change in fair value of warrant liability	100	408	111	1,504
Other income	61	1	122	17
Total Other income (expense)	161	(449)	233	(1,202)
Net loss	(5,219)	(3,435)	(8,985)	(9,707)
Other comprehensive income (expense)
Change in foreign currency translation adjustment	(59)		6
Comprehensive loss	$ (5,278)	$ (3,435)	$ (8,979)	$ (9,707)
Net loss per share, basic	$ (0.55)	$ (3.54)	$ (0.97)	$ (10)
Net loss per share, diluted	$ (0.55)	$ (3.54)	$ (0.97)	$ (10)
Weighted-average common shares outstanding, basic	9,455,751	970,402	9,235,006	970,297
Weighted-average common shares outstanding, diluted	9,455,751	970,402	9,235,006	970,297

Condensed Consolidated Statem_2

Condensed Consolidated Statements of Changes in Redeemable Convertible Preferred Stock and Shareholders' Equity (Deficit) (Unaudited) - USD ($) $ in Thousands	Preferred Stock [Member] Redeemable Convertible Preferred Stock [Member]	Ordinary Shares [Member]	Common Stock [Member]	Additional Paid-in Capital [Member]	Retained Earnings [Member]	AOCI Attributable to Parent [Member]	Total
Balance at Dec. 31, 2022			$ 15	$ 34,061	$ (71,044)		$ (36,968)
Balance, shares at Dec. 31, 2022			970,192
Temporary equity, balance, shares at Dec. 31, 2022	464,321
Temporary equity, balance at Dec. 31, 2022	$ 35,352
Share-based compensation expense				116			116
Net loss					(6,272)		(6,272)
Balance at Mar. 31, 2023			$ 15	34,177	(77,316)		(43,124)
Balance, shares at Mar. 31, 2023			970,192
Temporary equity, balance, shares at Mar. 31, 2023	464,321
Temporary equity, balance at Mar. 31, 2023	$ 35,352
Balance at Dec. 31, 2022			$ 15	34,061	(71,044)		(36,968)
Balance, shares at Dec. 31, 2022			970,192
Temporary equity, balance, shares at Dec. 31, 2022	464,321
Temporary equity, balance at Dec. 31, 2022	$ 35,352
Net loss							$ (9,707)
Exercise of ordinary share options, shares							5,000
Balance at Jun. 30, 2023			$ 15	34,384	(80,751)		$ (46,352)
Balance, shares at Jun. 30, 2023			970,507
Temporary equity, balance, shares at Jun. 30, 2023	464,321
Temporary equity, balance at Jun. 30, 2023	$ 35,352
Balance at Mar. 31, 2023			$ 15	34,177	(77,316)		(43,124)
Balance, shares at Mar. 31, 2023			970,192
Temporary equity, balance, shares at Mar. 31, 2023	464,321
Temporary equity, balance at Mar. 31, 2023	$ 35,352
Share-based compensation expense				202			202
Net loss					(3,435)		(3,435)
Exercise of ordinary share options				5			$ 5
Exercise of ordinary share options, shares			315				5,000
Balance at Jun. 30, 2023			$ 15	34,384	(80,751)		$ (46,352)
Balance, shares at Jun. 30, 2023			970,507
Temporary equity, balance, shares at Jun. 30, 2023	464,321
Temporary equity, balance at Jun. 30, 2023	$ 35,352
Balance at Dec. 31, 2023		$ 788		96,524	(82,308)	110	15,114
Balance, shares at Dec. 31, 2023		9,018,261
Share-based compensation expense				132			132
Net loss					(3,766)	65	(3,701)
Balance at Mar. 31, 2024		$ 788		96,656	(86,074)	175	11,545
Balance, shares at Mar. 31, 2024		9,018,261
Balance at Dec. 31, 2023		$ 788		96,524	(82,308)	110	15,114
Balance, shares at Dec. 31, 2023		9,018,261
Net loss							$ (8,979)
Exercise of ordinary share options, shares							0
Balance at Jun. 30, 2024		$ 849		97,514	(91,293)	116	$ 7,186
Balance, shares at Jun. 30, 2024		9,659,496
Balance at Mar. 31, 2024		$ 788		96,656	(86,074)	175	11,545
Balance, shares at Mar. 31, 2024		9,018,261
Share-based compensation expense				156			156
Net loss					(5,219)	(59)	(5,278)
Issuance of restricted share awards		62		719			781
Issuance of restricted share awards, shares			656,235
Cancellation of restricted share awards		(1)		(17)			$ (18)
Cancellation of restricted share awards, shares			(15,000)
Exercise of ordinary share options, shares							0
Balance at Jun. 30, 2024		$ 849		$ 97,514	$ (91,293)	$ 116	$ 7,186
Balance, shares at Jun. 30, 2024		9,659,496

Condensed Consolidated Statem_3

Condensed Consolidated Statements of Cash Flows (Unaudited) - USD ($) $ in Thousands	6 Months Ended
	Jun. 30, 2024	Jun. 30, 2023
CASH FLOWS FROM OPERATING ACTIVITIES
Net loss	$ (8,985)	$ (9,707)
Adjustments to reconcile net loss to net cash used in operating activities:
Depreciation	127	130
Share-based compensation	1,051	318
Non-cash operating leases	227	371
Change in fair value of SAFEs		2,723
Change in fair value of warrant liability	(111)	(1,504)
Change in operating assets and liabilities
Prepaid expenses	855	619
Other assets	18
Accounts payable	(607)	1,365
Accrued expenses and other current liabilities	390	227
Accounts payable - related parties	(20)
Operating lease liabilities	(216)	(375)
Net cash used in operating activities	(7,271)	(5,833)
CASH FLOWS FROM INVESTING ACTIVITIES
Purchases of property and equipment	(14)	(30)
Trademark costs	(1)
Net cash used in investing activities	(15)	(30)
CASH FLOWS FROM FINANCING ACTIVITIES
Proceeds from employee options		5
Repayment of finance lease liabilities	(38)	(25)
Deferred financing costs	(306)
Proceeds from issuance of the SAFE agreements		6,198
Net cash (used in) provided by financing activities	(344)	6,178
Net increase (decrease) in cash and cash equivalents	(7,630)	315
Effect of exchange rate changes on cash	(103)
Cash and cash equivalents at the beginning of the period	11,825	1,581
Cash and cash equivalents at the end of the period	4,092	1,896
SUPPLEMENTAL DISCLOSURE OF NON-CASH FINANCING ACTIVITIES:
Issuance of finance lease liability for finance lease right-of-use asset		405
Issuance of operating lease liability for operating lease right-of-use asset		$ 1,950

ORGANIZATION AND DESCRIPTION OF

ORGANIZATION AND DESCRIPTION OF BUSINESS	6 Months Ended
	Jun. 30, 2024
Accounting Policies [Abstract]
ORGANIZATION AND DESCRIPTION OF BUSINESS	NOTE 1 – ORGANIZATION AND DESCRIPTION OF BUSINESS Notable Labs, Ltd., previously known as Vascular Biogenics, Ltd., is an Israeli corporation (“Notable”). These consolidated financial statements include three wholly owned subsidiaries, Notable Labs, Inc. (“Notable US”), VBL, Inc. (“VBL”) and Notable Therapeutics, Inc. (“Therapeutics”) (together with Notable, the “Company”). All material intercompany transactions have been eliminated in consolidation. Notable US was incorporated as a Delaware corporation in 2014. Initially, Notable US developed its Predictive Medicines Platform (“PMP”) 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 PMP 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 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 Share 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 June 30, 2024 and December 31, 2023, the Company had an accumulated deficit of approximately $ 91.3 million and $ 82.3 million, respectively. As of June 30, 2024, the Company had cash of $ 4.1 million and has forecasted cash needs in excess of current liquidity. These conditions raise substantial doubt about its ability to continue as a going concern within one year after the date that the consolidated financial statements are issued. 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. NOTABLE LABS, LTD. NOTES TO UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS 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.

BASIS OF PREPARATION OF THE FIN

BASIS OF PREPARATION OF THE FINANCIAL STATEMENTS	6 Months Ended
	Jun. 30, 2024
Organization, Consolidation and Presentation of Financial Statements [Abstract]
BASIS OF PREPARATION OF THE FINANCIAL STATEMENTS	NOTE 2 – BASIS OF PREPARATION OF THE FINANCIAL STATEMENTS The accompanying unaudited condensed consolidated financial statements of Notable have been prepared in accordance with accounting principles generally accepted in the United States (“GAAP”) for interim financial information. Accordingly, they do not include all of the information and notes required by GAAP for annual financial statements. These unaudited interim condensed consolidated financial statements should therefore be read in conjunction with the audited consolidated financial statements and notes included in Form 10-K, filed with the Securities and Exchange Commission on April 11, 2024. In the opinion of management, all adjustments (of a normal recurring nature) considered necessary for the fair statement of the results for the interim periods presented have been included. Operating results for the interim period are not necessarily indicative of the results that may be expected for the full year. Notable affected a 1-for-35 reverse stock split

SIGNIFICANT ACCOUNTING POLICIES

SIGNIFICANT ACCOUNTING POLICIES	6 Months Ended
	Jun. 30, 2024
Accounting Policies [Abstract]
SIGNIFICANT ACCOUNTING POLICIES	NOTE 3 – SIGNIFICANT ACCOUNTING POLICIES The accounting policies and calculation methods applied in the preparation of the unaudited condensed consolidated interim financial statements as of June 30, 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 and six months ended June 30, 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 NOTABLE LABS, LTD. NOTES TO UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS An allowance for expected credit losses 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 expected credit losses 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 expected credit losses 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 June 30, 2024 and December 31, 2023, an allowance for expected credit losses 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, SAFEs and 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 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 June 30, 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 June 30, 2024, there are no recently issued accounting standards not yet adopted which the Company expects would have a material effect on the Company’s condensed consolidated financial statements.

FAIR VALUE MEASUREMENTS

FAIR VALUE MEASUREMENTS	6 Months Ended
	Jun. 30, 2024
Fair Value Disclosures [Abstract]
FAIR VALUE MEASUREMENTS	NOTE 4 – FAIR VALUE MEASUREMENTS The following table sets forth the Company’s financial liabilities that are measured at fair value on a recurring basis by level within the fair value hierarchy (in thousands): SCHEDULE OF FAIR VALUE OF FINANCIAL LIABILITIES ON RECURRING BASIS Level 1 Level 2 Level 3 Total Fair As of June 30, 2024 Level 1 Level 2 Level 3 Total Fair Liabilities Warrant liability $ — $ — $ 52 $ 52 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 six months ended June 30, 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 June 30, 2024. The following assumptions were used in determining the fair value of the warrants: SCHEDULE OF FAIR VALUE ASSUMPTIONS OF WARRANT Risk Free interest rate 4.3 % Expected life (years) 7.96 Expected volatility 168.1 % Annual dividend yield 0 % Warrants measurement input 0 % The following is a summary of the Company’s warrant liability activity for the six months ended June 30, 2024 and 2023 (in thousands): SCHEDULE OF WARRANT LIABILITY ACTIVITY June 30, 2024 Balance as of December 31, 2023 $ 163 Change in fair value (111 ) Balance as of June 30, 2024 $ 52 June 30, 2023 Balance as of December 31, 2022 $ 5,113 Beginning balance $ 5,113 Change in fair value (1,504 ) Balance as of June 30, 2023 $ 3,609 Ending balance $ 3,609 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 June 30, 2024. The reduction for the six months ended June 30, 2024 related to the decrease in the price of the underlying shares and the reduction for the six months ended June 30, 2023 related to the decrease in the value of the underlying shares.

BALANCE SHEET COMPONENTS

BALANCE SHEET COMPONENTS	6 Months Ended
	Jun. 30, 2024
Organization, Consolidation and Presentation of Financial Statements [Abstract]
BALANCE SHEET COMPONENTS	NOTE 5 – BALANCE SHEET COMPONENTS Prepaid Expenses and Other Current Assets The following table presents the components of prepaid expenses and other current assets as of June 30, 2024 and December 31, 2023 (in thousands): SCHEDULE OF PREPAID EXPENSES AND OTHER CURRENT ASSETS June 30, 2024 December 31, 2023 Accounts receivable $ 184 $ 186 Employee retention credit 316 572 Prepaid expenses 2,352 2,857 Prepaid benefits 34 24 Prepaid clinical expenses 6 6 Total prepaid expenses and other current assets $ 2,892 $ 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 June 30, 2024 and December 31, 2023, $ 0.3 0.6 0.3 0.01 0.7 Property and Equipment, Net The following table presents the components of property and equipment, net, as of June 30, 2024 and December 31, 2023 (in thousands): SCHEDULE OF PROPERTY AND EQUIPMENT June 30, 2024 December 31, 2023 Computer equipment $ 202 $ 192 Laboratory equipment 2,102 1,999 Furniture and office equipment 29 29 Leasehold improvements 76 73 Total property and equipment, gross 2,409 2,293 Less: accumulated depreciation (2,063 ) (1,977 ) Total property and equipment, net $ 346 $ 316 Depreciation expense was approximately $ 0.0 0.1 NOTABLE LABS, LTD. NOTES TO UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS Investment in SAFE and Series Seed Preferred Stock In October 2021, the Company entered into a simple agreement for future equity (“Oncoheroes SAFE”) agreement for $ 1.5 1.5 1.5 Effective April 15, 2024, the Oncoheroes SAFE converted into Series Seed Preferred Stock of Oncoheroes (“Series Seed Preferred Stock”) with an aggregate liquidation preference of $ 1.5 1.5 No Accrued Expenses and Other Current Liabilities The following table presents the components of accrued expenses and other current liabilities as of June 30, 2024 and December 31, 2023 (in thousands): SCHEDULE OF ACCRUED EXPENSES AND OTHER CURRENT LIABILITIES June 30, 2024 December 31, 2023 Accrued expenses $ 370 107 Accrued employee expenses 8 78 Accrued bonuses 431 233 Total accrued expenses and other current liabilities $ 809 $ 418

TRADEMARKS

TRADEMARKS	6 Months Ended
	Jun. 30, 2024
Goodwill and Intangible Assets Disclosure [Abstract]
TRADEMARKS	NOTE 6 – TRADEMARKS Costs associated with the registration of trademarks have been capitalized in the amount of $ 1,300 20

ACCOUNTS PAYABLE - RELATED PART

ACCOUNTS PAYABLE - RELATED PARTIES	6 Months Ended
	Jun. 30, 2024
Payables and Accruals [Abstract]
ACCOUNTS PAYABLE - RELATED PARTIES	NOTE 7 – ACCOUNTS PAYABLE - RELATED PARTIES As of June 30, 2024 and December 31, 2023, the Company owed related parties the following (in thousands): SCHEDULE OF ACCOUNTS PAYABLE AND ACCRUED EXPENSES RELATED PARTIES June 30, 2024 December 31, 2023 Board Member $ 22 $ 42 For consulting services with the Board Member, the Company recorded general and administrative expenses of $ 65,691 128,250 61,623 105,401

CO-DEVELOPMENT AND LICENSE AGRE

CO-DEVELOPMENT AND LICENSE AGREEMENTS	6 Months Ended
	Jun. 30, 2024
Research and Development [Abstract]
CO-DEVELOPMENT AND LICENSE AGREEMENTS	NOTE 8 – 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 NOTABLE LABS, LTD. NOTES TO UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS 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 medicines 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 0.1 0.1 0.2

INCOME TAXES

INCOME TAXES	6 Months Ended
	Jun. 30, 2024
Income Tax Disclosure [Abstract]
INCOME TAXES	NOTE 9 – INCOME TAXES As of January 1, 2024, the Company had no no no Tax years from 2020 through 2023 remain subject to examination by major tax jurisdictions. There is no

LEASES

LEASES	6 Months Ended
	Jun. 30, 2024
Leases
LEASES	NOTE 10 - LEASES The following table summarizes total lease expense during the three and six months ended June 30, 2024 and 2023 (in thousands): SCHEDULE OF LEASES EXPENSES For the Three Months Ended For the Six Months Ended June 30, June 30, 2024 2023 2024 2023 Amortization of ROU assets - finance lease $ 20 $ 20 $ 40 $ 27 Interest on lease liabilities - finance lease $ 2 $ 3 $ 5 $ 4 Cash paid for financing lease liabilities $ 17 $ - $ 38 $ - Cash paid for operating lease liabilities $ 84 $ 188 $ 216 $ 375 Operating lease expense $ 137 $ 186 $ 257 $ 371 Variable lease expense $ - $ 20 $ 4 $ 42 Short-term lease expense $ 1 $ 1 $ 1 $ 1 NOTABLE LABS, LTD. NOTES TO UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS The following table summarizes amounts due under lease liabilities and the reconciliation of lease liabilities as of June 30, 2024 (in thousands): SCHEDULE OF MATURITIES OF LEASE LIABILITIES AND THE RECONCILIATION OF LEASE LIABILITIES Lease Obligation Finance Lease Facilities Lease 2024 $ 44 $ 272 2025 87 552 2026 87 569 2027 87 239 2028 and thereafter 15 - Total future undiscounted lease payments 320 1,632 Less: imputed interest (17 ) (140 ) Total lease liabilities $ 303 $ 1,492

EQUITY INCENTIVE PLANS AND STOC

EQUITY INCENTIVE PLANS AND STOCK BASED COMPENSATION EXPENSE	6 Months Ended
	Jun. 30, 2024
Share-Based Payment Arrangement [Abstract]
EQUITY INCENTIVE PLANS AND STOCK BASED COMPENSATION EXPENSE	NOTE 11 – EQUITY INCENTIVE PLANS AND STOCK BASED COMPENSATION EXPENSE 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 Notable’s public offering. Under the 2014 Plan, Notable reserved up to 26,514 Ordinary Shares. The Ordinary Shares to be issued upon exercise of the options confer the same rights as the other Ordinary Shares, immediately upon allotment. 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 shares reserved for future issuance. Under amendments to the 2015 Plan, an additional 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 2014 Plan, such Ordinary Shares shall be added to the 2024 Plan. 4 NOTABLE LABS, LTD. NOTES TO UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS Options under the 2024 Plan may be granted for periods of up to 10 years and at prices no less than 100% of the estimated fair value of the underlying shares of common stock on the date of grant as determined by the Board provided that the exercise price of an ISO granted to a 10% stockholder shall not be less than 110% of the estimated fair value of the shares on the date of grant. The 2024 Plan requires that options be exercised no later than 10 years after the grant. Options granted to employees generally vest ratably on a monthly basis over four years, subject to cliff vesting restrictions and continuing service. Share Option Awards The following summarizes stock option activity under all of the Plans: SCHEDULE OF STOCK OPTIONS Options Outstanding Total Options Weighted-Average Weighted-Average Aggregate (in years) (in thousands) Outstanding as of December 31, 2023 284,437 $ 49.67 4.0 $ - Granted 865,299 $ 1.20 - - Cancelled (154,368 ) $ 67.26 - - Outstanding as of June 30, 2024 995,368 $ 4.80 9.4 $ - Exercisable as of June 30, 2024 136,101 $ 25.67 7.4 $ - Vested and expected to vest as of June 30, 2024 995,368 $ 4.80 9.4 $ - No 5,000 During the three and six months ended June 30, 2024, the Company issued in aggregate 810,000 865,299 1.19 1.20 ● Risk-free interest rate ● Expected volatility ● Expected term ● Expected dividend rate NOTABLE LABS, LTD. NOTES TO UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS The fair value of stock options granted during the six months ended June 30, 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 4.5 % Expected dividend rate - % Expected volatility 168. 170.7 % The following table summarizes the components of share-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 June 30, Six Months Ended June 30, 2024 2023 2024 2023 Research and development $ 46 $ 25 $ 145 $ 51 General and administrative 109 177 143 267 Total $ 155 $ 202 $ 288 $ 318 As of June 30, 2024, the total share-based compensation expense related to stock awards not yet recognized was $ 1.3 2.8 Restricted Share Awards The following summarizes restricted stock awards (“RSA”) activity under all of the Plans: SCHEDULE OF RESTRICTED STOCK AWARDS Total RSAs Outstanding as of December 31, 2023 - Granted 656,235 Cancelled (15,000 ) Outstanding as of June 30, 2024 641,235 Exercisable as of June 30, 2024 - Vested and expected to vest as of June 30, 2024 641,235 During the three and six months ended June 30, 2024, the Company issued RSAs to purchase 656,235 780,920 30,000 15,000 The vesting terms of 226,235 400,000 15,000 The following table summarizes the components of share-based compensation expense relating to RSAs recognized in the Company’s condensed consolidated statement of operations and comprehensive loss (in thousands): SCHEDULE OF SHARE BASED COMPENSATION 2024 2023 2024 2023 Three Months Ended June 30, Six Months Ended June 30, 2024 2023 2024 2023 Research and development $ - $ - $ - $ - General and administrative 763 - 763 - Total $ 763 $ - $ 763 $ - As of June 30, 2024, the total share-based compensation expense related to stock awards not yet recognized was $ 0.0 NOTABLE LABS, LTD. NOTES TO UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

NET LOSS PER SHARE

NET LOSS PER SHARE	6 Months Ended
	Jun. 30, 2024
Earnings Per Share [Abstract]
NET LOSS PER SHARE	NOTE 12 – 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 For the Three Months For the Six Months 2024 2023 2024 2023 Numerator: Net loss $ (5,219 ) $ (3,435 ) $ (8,985 ) $ (9,707 ) Denominator: Weighted-average ordinary shares outstanding used to compute net loss per share, basic and diluted 9,455,751 970,402 9,235,006 970,297 Net loss per share, basic and diluted: $ (0.55 ) $ (3.54 ) $ (0.97 ) $ (10.00 ) The Company’s potentially dilutive securities have been excluded from the computation of diluted net loss per share as the effect would be antidilutive. Therefore, the weighted-average number of ordinary shares outstanding used to calculate both basic and diluted net loss per share is the same.

SUBSEQUENT EVENTS

SUBSEQUENT EVENTS	6 Months Ended
	Jun. 30, 2024
Subsequent Events [Abstract]
SUBSEQUENT EVENTS	NOTE 13 – SUBSEQUENT EVENTS On July 17, 2024, the Company received a written notification (the “Notice”) from the Nasdaq Stock Market LLC (“Nasdaq”), indicating that the Company was not in compliance with the minimum closing bid price requirement set forth in Nasdaq Rules for continued listing on the Nasdaq Capital Market. Nasdaq Listing Rule 5550(a)(2) requires listed securities to maintain a minimum bid price of $ 1.00

SIGNIFICANT ACCOUNTING POLICI_2

SIGNIFICANT ACCOUNTING POLICIES (Policies)	6 Months Ended
	Jun. 30, 2024
Accounting Policies [Abstract]
Revenue Recognition	Revenue Recognition The Company performed certain diagnostics services on a limited basis as an outsourced provider during the three and six months ended June 30, 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 NOTABLE LABS, LTD. NOTES TO UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS An allowance for expected credit losses 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 expected credit losses 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 expected credit losses 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 June 30, 2024 and December 31, 2023, an allowance for expected credit losses was not considered necessary as all accounts receivable were deemed collectible.
Cost of Services	Cost of Services Cost of services represents costs directly related to the services performed. Cost of services is primarily comprised of cost of samples and labor.
Use of Estimates	Use of Estimates The preparation of the condensed consolidated financial statements in conformity with GAAP generally requires management to make certain estimates and assumptions that affect the reported amounts in the condensed consolidated financial statements and accompanying notes. The Company regularly evaluates estimates and assumptions related to assets and liabilities, and disclosures of contingent assets and liabilities at the dates of the condensed consolidated financial statements and the reported amounts of expenses during the reporting period. Areas where management uses subjective judgments include, but are not limited to, measurement of lease liabilities and right-of-use assets, impairment of long-lived assets, stock-based compensation, accrued research and development costs, SAFEs and 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	Segments The Company operates and manages its business as one reportable operating segment, which is the business of developing predictive medicines that treat various forms of cancer. The Company’s chief executive officer, who is the chief operating decision maker, reviews financial information on an aggregate basis for allocating resources and evaluating financial performance. All of the Company’s long-lived assets are maintained in, and all revenues and losses are attributable to, the United States of America.
Recently Adopted Accounting Pronouncements	Recently Adopted Accounting Pronouncements As of June 30, 2024, there are no recently adopted accounting standards which the Company expects would have a material effect on the Company’s condensed consolidated financial statements.
Recently Issued Accounting Pronouncements Not Yet Adopted	Recently Issued Accounting Pronouncements Not Yet Adopted As of June 30, 2024, there are no recently issued accounting standards not yet adopted which the Company expects would have a material effect on the Company’s condensed consolidated financial statements.

FAIR VALUE MEASUREMENTS (Tables

FAIR VALUE MEASUREMENTS (Tables)	6 Months Ended
	Jun. 30, 2024
Fair Value Disclosures [Abstract]
SCHEDULE OF FAIR VALUE OF FINANCIAL LIABILITIES ON RECURRING BASIS	The following table sets forth the Company’s financial liabilities that are measured at fair value on a recurring basis by level within the fair value hierarchy (in thousands): SCHEDULE OF FAIR VALUE OF FINANCIAL LIABILITIES ON RECURRING BASIS Level 1 Level 2 Level 3 Total Fair As of June 30, 2024 Level 1 Level 2 Level 3 Total Fair Liabilities Warrant liability $ — $ — $ 52 $ 52 Level 1 Level 2 Level 3 Total Fair As of December 31, 2023 Level 1 Level 2 Level 3 Total Fair Liabilities Warrant liability $ — $ — $ 163 $ 163
SCHEDULE OF FAIR VALUE ASSUMPTIONS OF WARRANT	The value of the warrants was based on the estimated value of the warrant using the Black-Scholes-Merton model as of June 30, 2024. The following assumptions were used in determining the fair value of the warrants: SCHEDULE OF FAIR VALUE ASSUMPTIONS OF WARRANT Risk Free interest rate 4.3 % Expected life (years) 7.96 Expected volatility 168.1 % Annual dividend yield 0 % Warrants measurement input 0 %
SCHEDULE OF WARRANT LIABILITY ACTIVITY	The following is a summary of the Company’s warrant liability activity for the six months ended June 30, 2024 and 2023 (in thousands): SCHEDULE OF WARRANT LIABILITY ACTIVITY June 30, 2024 Balance as of December 31, 2023 $ 163 Change in fair value (111 ) Balance as of June 30, 2024 $ 52 June 30, 2023 Balance as of December 31, 2022 $ 5,113 Beginning balance $ 5,113 Change in fair value (1,504 ) Balance as of June 30, 2023 $ 3,609 Ending balance $ 3,609

BALANCE SHEET COMPONENTS (Table

BALANCE SHEET COMPONENTS (Tables)	6 Months Ended
	Jun. 30, 2024
Organization, Consolidation and Presentation of Financial Statements [Abstract]
SCHEDULE OF PREPAID EXPENSES AND OTHER CURRENT ASSETS	The following table presents the components of prepaid expenses and other current assets as of June 30, 2024 and December 31, 2023 (in thousands): SCHEDULE OF PREPAID EXPENSES AND OTHER CURRENT ASSETS June 30, 2024 December 31, 2023 Accounts receivable $ 184 $ 186 Employee retention credit 316 572 Prepaid expenses 2,352 2,857 Prepaid benefits 34 24 Prepaid clinical expenses 6 6 Total prepaid expenses and other current assets $ 2,892 $ 3,645
SCHEDULE OF PROPERTY AND EQUIPMENT	The following table presents the components of property and equipment, net, as of June 30, 2024 and December 31, 2023 (in thousands): SCHEDULE OF PROPERTY AND EQUIPMENT June 30, 2024 December 31, 2023 Computer equipment $ 202 $ 192 Laboratory equipment 2,102 1,999 Furniture and office equipment 29 29 Leasehold improvements 76 73 Total property and equipment, gross 2,409 2,293 Less: accumulated depreciation (2,063 ) (1,977 ) Total property and equipment, net $ 346 $ 316
SCHEDULE OF ACCRUED EXPENSES AND OTHER CURRENT LIABILITIES	The following table presents the components of accrued expenses and other current liabilities as of June 30, 2024 and December 31, 2023 (in thousands): SCHEDULE OF ACCRUED EXPENSES AND OTHER CURRENT LIABILITIES June 30, 2024 December 31, 2023 Accrued expenses $ 370 107 Accrued employee expenses 8 78 Accrued bonuses 431 233 Total accrued expenses and other current liabilities $ 809 $ 418

ACCOUNTS PAYABLE - RELATED PA_2

ACCOUNTS PAYABLE - RELATED PARTIES (Tables)	6 Months Ended
	Jun. 30, 2024
Payables and Accruals [Abstract]
SCHEDULE OF ACCOUNTS PAYABLE AND ACCRUED EXPENSES RELATED PARTIES	As of June 30, 2024 and December 31, 2023, the Company owed related parties the following (in thousands): SCHEDULE OF ACCOUNTS PAYABLE AND ACCRUED EXPENSES RELATED PARTIES June 30, 2024 December 31, 2023 Board Member $ 22 $ 42

LEASES (Tables)

LEASES (Tables)	6 Months Ended
	Jun. 30, 2024
Leases
SCHEDULE OF LEASES EXPENSES	The following table summarizes total lease expense during the three and six months ended June 30, 2024 and 2023 (in thousands): SCHEDULE OF LEASES EXPENSES For the Three Months Ended For the Six Months Ended June 30, June 30, 2024 2023 2024 2023 Amortization of ROU assets - finance lease $ 20 $ 20 $ 40 $ 27 Interest on lease liabilities - finance lease $ 2 $ 3 $ 5 $ 4 Cash paid for financing lease liabilities $ 17 $ - $ 38 $ - Cash paid for operating lease liabilities $ 84 $ 188 $ 216 $ 375 Operating lease expense $ 137 $ 186 $ 257 $ 371 Variable lease expense $ - $ 20 $ 4 $ 42 Short-term lease expense $ 1 $ 1 $ 1 $ 1
SCHEDULE OF MATURITIES OF LEASE LIABILITIES AND THE RECONCILIATION OF LEASE LIABILITIES	The following table summarizes amounts due under lease liabilities and the reconciliation of lease liabilities as of June 30, 2024 (in thousands): SCHEDULE OF MATURITIES OF LEASE LIABILITIES AND THE RECONCILIATION OF LEASE LIABILITIES Lease Obligation Finance Lease Facilities Lease 2024 $ 44 $ 272 2025 87 552 2026 87 569 2027 87 239 2028 and thereafter 15 - Total future undiscounted lease payments 320 1,632 Less: imputed interest (17 ) (140 ) Total lease liabilities $ 303 $ 1,492

EQUITY INCENTIVE PLANS AND ST_2

EQUITY INCENTIVE PLANS AND STOCK BASED COMPENSATION EXPENSE (Tables)	6 Months Ended
	Jun. 30, 2024
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items]
SCHEDULE OF STOCK OPTIONS	The following summarizes stock option activity under all of the Plans: SCHEDULE OF STOCK OPTIONS Options Outstanding Total Options Weighted-Average Weighted-Average Aggregate (in years) (in thousands) Outstanding as of December 31, 2023 284,437 $ 49.67 4.0 $ - Granted 865,299 $ 1.20 - - Cancelled (154,368 ) $ 67.26 - - Outstanding as of June 30, 2024 995,368 $ 4.80 9.4 $ - Exercisable as of June 30, 2024 136,101 $ 25.67 7.4 $ - Vested and expected to vest as of June 30, 2024 995,368 $ 4.80 9.4 $ -
SCHEDULE OF STOCK OPTIONS GRANTED ASSUMPTION	The fair value of stock options granted during the six months ended June 30, 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 4.5 % Expected dividend rate - % Expected volatility 168. 170.7 %
SCHEDULE OF SHARE BASED COMPENSATION	The following table summarizes the components of share-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 June 30, Six Months Ended June 30, 2024 2023 2024 2023 Research and development $ 46 $ 25 $ 145 $ 51 General and administrative 109 177 143 267 Total $ 155 $ 202 $ 288 $ 318
SCHEDULE OF RESTRICTED STOCK AWARDS	The following summarizes restricted stock awards (“RSA”) activity under all of the Plans: SCHEDULE OF RESTRICTED STOCK AWARDS Total RSAs Outstanding as of December 31, 2023 - Granted 656,235 Cancelled (15,000 ) Outstanding as of June 30, 2024 641,235 Exercisable as of June 30, 2024 - Vested and expected to vest as of June 30, 2024 641,235
Restricted Stock Awards [Member]
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items]
SCHEDULE OF SHARE BASED COMPENSATION	The following table summarizes the components of share-based compensation expense relating to RSAs recognized in the Company’s condensed consolidated statement of operations and comprehensive loss (in thousands): SCHEDULE OF SHARE BASED COMPENSATION 2024 2023 2024 2023 Three Months Ended June 30, Six Months Ended June 30, 2024 2023 2024 2023 Research and development $ - $ - $ - $ - General and administrative 763 - 763 - Total $ 763 $ - $ 763 $ -

NET LOSS PER SHARE (Tables)

NET LOSS PER SHARE (Tables)	6 Months Ended
	Jun. 30, 2024
Earnings Per Share [Abstract]
SCHEDULE OF BASIC AND DILUTED LOSS PER SHARE	The following table sets forth the computation of the basic and diluted net loss per share (in thousands except share and per share data): SCHEDULE OF BASIC AND DILUTED LOSS PER SHARE For the Three Months For the Six Months 2024 2023 2024 2023 Numerator: Net loss $ (5,219 ) $ (3,435 ) $ (8,985 ) $ (9,707 ) Denominator: Weighted-average ordinary shares outstanding used to compute net loss per share, basic and diluted 9,455,751 970,402 9,235,006 970,297 Net loss per share, basic and diluted: $ (0.55 ) $ (3.54 ) $ (0.97 ) $ (10.00 )

ORGANIZATION AND DESCRIPTION _2

ORGANIZATION AND DESCRIPTION OF BUSINESS (Details Narrative) $ / shares in Units, $ in Thousands		6 Months Ended
	Oct. 16, 2023 $ / shares	Jun. 30, 2024 USD ($)	Jun. 30, 2024 ₪ / shares	Dec. 31, 2023 USD ($)	Dec. 31, 2023 ₪ / shares	Oct. 16, 2023 ₪ / shares
Collaborative Arrangement and Arrangement Other than Collaborative [Line Items]
Common stock, par value | ₪ / shares			₪ 0.35		₪ 0.35
Reverse stock split		1-for-35 reverse stock split
Retained Earnings (Accumulated Deficit) | $		$ 91,293		$ 82,308
Cash and Cash Equivalents, at Carrying Value | $		$ 4,092		$ 11,825
Merger Agreement [Member]
Collaborative Arrangement and Arrangement Other than Collaborative [Line Items]
Common stock, par value | $ / shares	$ 0.001
Exchange ratio of shares	0.0629					0.0629
Preferred stock, par value | ₪ / shares						₪ 0.35
Reverse stock split	1-for-35 reverse stock split

BASIS OF PREPARATION OF THE F_2

BASIS OF PREPARATION OF THE FINANCIAL STATEMENTS (Details Narrative)	6 Months Ended
	Jun. 30, 2024
Organization, Consolidation and Presentation of Financial Statements [Abstract]
Reverse stock split	1-for-35 reverse stock split

SIGNIFICANT ACCOUNTING POLICI_3

SIGNIFICANT ACCOUNTING POLICIES (Details Narrative) - USD ($)	Jun. 30, 2024	Dec. 31, 2023
Accounting Policies [Abstract]
Deferred revenue	$ 0	$ 0

SCHEDULE OF FAIR VALUE OF FINAN

SCHEDULE OF FAIR VALUE OF FINANCIAL LIABILITIES ON RECURRING BASIS (Details) - USD ($) $ in Thousands	Jun. 30, 2024	Dec. 31, 2023
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]
Warrant liability	$ 52	$ 163
Fair Value, Inputs, Level 1 [Member]
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]
Warrant liability
Fair Value, Inputs, Level 2 [Member]
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]
Warrant liability
Fair Value, Inputs, Level 3 [Member]
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]
Warrant liability	$ 52	$ 163

SCHEDULE OF FAIR VALUE ASSUMPTI

SCHEDULE OF FAIR VALUE ASSUMPTIONS OF WARRANT (Details)	Jun. 30, 2024
Measurement Input, Risk Free Interest Rate [Member]
Fair Value Measurement Inputs and Valuation Techniques [Line Items]
Warrants measurement input	4.3
Measurement Input, Expected Term [Member]
Fair Value Measurement Inputs and Valuation Techniques [Line Items]
Expected life (years)	7 years 11 months 15 days
Measurement Input, Option Volatility [Member]
Fair Value Measurement Inputs and Valuation Techniques [Line Items]
Warrants measurement input	168.1
Measurement Input, Expected Dividend Rate [Member]
Fair Value Measurement Inputs and Valuation Techniques [Line Items]
Warrants measurement input	0

SCHEDULE OF WARRANT LIABILITY A

SCHEDULE OF WARRANT LIABILITY ACTIVITY (Details) - USD ($) $ in Thousands	3 Months Ended		6 Months Ended
	Jun. 30, 2024	Jun. 30, 2023	Jun. 30, 2024	Jun. 30, 2023
Beginning balance			$ 163
Change in fair value	$ 100	$ 408	111	$ 1,504
Ending balance	52		52
Warrant Liability [Member]
Beginning balance			163	5,113
Change in fair value			(111)	(1,504)
Ending balance	$ 52	$ 3,609	$ 52	$ 3,609

FAIR VALUE MEASUREMENTS (Detail

FAIR VALUE MEASUREMENTS (Details Narrative) - USD ($)	Jun. 30, 2024	Dec. 31, 2023
Fair Value Disclosures [Abstract]
Cash equivalents	$ 0	$ 0
Marketable securities	$ 0	$ 0

SCHEDULE OF PREPAID EXPENSES AN

SCHEDULE OF PREPAID EXPENSES AND OTHER CURRENT ASSETS (Details) - USD ($) $ in Thousands	Jun. 30, 2024	Dec. 31, 2023
Organization, Consolidation and Presentation of Financial Statements [Abstract]
Accounts receivable	$ 184	$ 186
Employee retention credit	316	572
Prepaid expenses	2,352	2,857
Prepaid benefits	34	24
Prepaid clinical expenses	6	6
Total prepaid expenses and other current assets	$ 2,892	$ 3,645

SCHEDULE OF PROPERTY AND EQUIPM

SCHEDULE OF PROPERTY AND EQUIPMENT (Details) - USD ($) $ in Thousands	Jun. 30, 2024	Dec. 31, 2023
Property, Plant and Equipment [Line Items]
Total property and equipment, gross	$ 2,409	$ 2,293
Less: accumulated depreciation	(2,063)	(1,977)
Total property and equipment, net	346	316
Computer Equipment [Member]
Property, Plant and Equipment [Line Items]
Total property and equipment, gross	202	192
Laboratory Equipment [Member]
Property, Plant and Equipment [Line Items]
Total property and equipment, gross	2,102	1,999
Furniture and Office Equipment [Member]
Property, Plant and Equipment [Line Items]
Total property and equipment, gross	29	29
Leasehold Improvements [Member]
Property, Plant and Equipment [Line Items]
Total property and equipment, gross	$ 76	$ 73

SCHEDULE OF ACCRUED EXPENSES AN

SCHEDULE OF ACCRUED EXPENSES AND OTHER CURRENT LIABILITIES (Details) - USD ($) $ in Thousands	Jun. 30, 2024	Dec. 31, 2023
Organization, Consolidation and Presentation of Financial Statements [Abstract]
Accrued expenses	$ 370	$ 107
Accrued employee expenses	8	78
Accrued bonuses	431	233
Total accrued expenses and other current liabilities	$ 809	$ 418

BALANCE SHEET COMPONENTS (Detai

BALANCE SHEET COMPONENTS (Details Narrative) - USD ($)	3 Months Ended		6 Months Ended
	Jun. 30, 2024	Jun. 30, 2023	Jun. 30, 2024	Jun. 30, 2023	Apr. 15, 2024	Dec. 31, 2023	Oct. 31, 2021
Collaborative Arrangement and Arrangement Other than Collaborative [Line Items]
Employee retention credit	$ 316,000		$ 316,000			$ 572,000
Proceeds from accounts receivable			300,000	$ 700,000
Bad debt			10,000
Depreciation expense	0	$ 0	127,000	130,000
Investment						1,500,000
Oncoheroes Safe Agreement [Member]
Collaborative Arrangement and Arrangement Other than Collaborative [Line Items]
Investment in SAFE					$ 1,500,000		$ 1,500,000
Receivable amount							$ 1,500,000
Investment	$ 1,500,000		1,500,000			$ 1,500,000
Liquidation preference					$ 1,500,000
Impairment losses on Investment			$ 0	$ 0

TRADEMARKS (Details Narrative)

TRADEMARKS (Details Narrative) - Trademarks [Member] - USD ($)	Jun. 30, 2024	Dec. 31, 2023
Finite-Lived Intangible Assets [Line Items]
Capitalized costs included in other assets	$ 1,300
Amortized estimated useful life	20 years	20 years

SCHEDULE OF ACCOUNTS PAYABLE AN

SCHEDULE OF ACCOUNTS PAYABLE AND ACCRUED EXPENSES RELATED PARTIES (Details) - USD ($) $ in Thousands	Jun. 30, 2024	Dec. 31, 2023
Total	$ 22	$ 42
Board Member [Member]
Total	$ 22	$ 42

ACCOUNTS PAYABLE - RELATED PA_3

ACCOUNTS PAYABLE - RELATED PARTIES (Details Narrative) - USD ($)	3 Months Ended		6 Months Ended
	Jun. 30, 2024	Jun. 30, 2023	Jun. 30, 2024	Jun. 30, 2023
General and administrative expenses	$ 3,028,000	$ 1,932,000	$ 5,317,000	$ 5,855,000
Board Member [Member]
General and administrative expenses	$ 65,691	$ 61,623	$ 128,250	$ 105,401

CO-DEVELOPMENT AND LICENSE AG_2

CO-DEVELOPMENT AND LICENSE AGREEMENTS (Details Narrative) - USD ($)	1 Months Ended	3 Months Ended		6 Months Ended
	Sep. 30, 2021	Jun. 30, 2024	Jun. 30, 2023	Jun. 30, 2024	Jun. 30, 2023	Apr. 15, 2024	Oct. 31, 2021
Collaborative Arrangement and Arrangement Other than Collaborative [Line Items]
Research and development expense		$ 2,354,000	$ 1,054,000	$ 3,904,000	$ 2,650,000
Oncoheroes Safe Agreement [Member]
Collaborative Arrangement and Arrangement Other than Collaborative [Line Items]
Milestone payments				0	0
Frequency of payments	When a licensed product is submitted to NDA, the Company is required to pay $1 million, upon US NDA approval, the Company is required to pay $4 million and upon EU MAA Approval, the Company is required to pay $3 million. In the event the Company grants a sublicense of rights, the Company will need to pay Oncoheroes a high single digit percentage of any upfront payment obtained from such sublicenses.
Investment in SAFE						$ 1,500,000	$ 1,500,000
Oncoheroes Safe Agreement [Member] | Maximum [Member]
Collaborative Arrangement and Arrangement Other than Collaborative [Line Items]
Milestone payments	$ 8,000,000
CicloMed Agreement [Member]
Collaborative Arrangement and Arrangement Other than Collaborative [Line Items]
Research and development expense		$ 0	$ 100,000	$ 100,000	$ 200,000

INCOME TAXES (Details Narrative

INCOME TAXES (Details Narrative) - USD ($)	6 Months Ended
	Jun. 30, 2024	Jun. 30, 2023	Jan. 01, 2024
Income Tax Disclosure [Abstract]
Accrual for uncertain tax positions	$ 0		$ 0
Change in unrecognized tax benefits	$ 0
Income tax examination description	Tax years from 2020 through 2023 remain subject to examination by major tax jurisdictions.
Income tax benefit	$ 0	$ 0

SCHEDULE OF LEASES EXPENSES (De

SCHEDULE OF LEASES EXPENSES (Details) - USD ($) $ in Thousands	3 Months Ended		6 Months Ended
	Jun. 30, 2024	Jun. 30, 2023	Jun. 30, 2024	Jun. 30, 2023
Leases
Amortization of ROU assets - finance lease	$ 20	$ 20	$ 40	$ 27
Interest on lease liabilities - finance lease	2	3	5	4
Cash paid for financing lease liabilities	17		38
Cash paid for operating lease liabilities	84	188	216	375
Operating lease expense	137	186	257	371
Variable lease expense		20	4	42
Short-term lease expense	$ 1	$ 1	$ 1	$ 1

SCHEDULE OF MATURITIES OF LEASE

SCHEDULE OF MATURITIES OF LEASE LIABILITIES AND THE RECONCILIATION OF LEASE LIABILITIES (Details) $ in Thousands	Jun. 30, 2024 USD ($)
Leases
Finance Lease Obligation, 2024	$ 44
Facilities Lease Obligation, 2024	272
Finance Lease Obligation, 2025	87
Facilities Lease Obligation, 2025	552
Finance Lease Obligation, 2026	87
Facilities Lease Obligation, 2026	569
Finance Lease Obligation, 2027	87
Facilities Lease Obligation, 2027	239
Finance Lease Obligation, 2028 and thereafter	15
Facilities Lease Obligation, 2028 and thereafter
Finance Lease Obligation, Total future undiscounted lease payments	320
Facilities Lease Obligation, Total future undiscounted lease payments	1,632
Finance Lease Obligation, imputed interest	(17)
Facilities Lease Obligation, imputed interest	(140)
Total Finance Lease Obligation	303
Total Facilities Lease Obligation	$ 1,492

SCHEDULE OF STOCK OPTIONS (Deta

SCHEDULE OF STOCK OPTIONS (Details)	6 Months Ended
	Jun. 30, 2024 USD ($) $ / shares shares
Share-Based Payment Arrangement [Abstract]
Total Options Outstanding, Outstanding beginning balance | shares	284,437
Weighted Average Exercise Price, Outstanding beginning balance | $ / shares	$ 49.67
Weighted Average Remaining Contractual Life (in years), Outstanding	4 years
Aggregate Intrinsic Value, Outstanding | $
Total Options Outstanding, Granted | shares	865,299
Weighted Average Exercise Price, Granted | $ / shares	$ 1.20
Total Options Outstanding, Cancelled | shares	(154,368)
Weighted Average Exercise Price, Cancelled | $ / shares	$ 67.26
Total Options Outstanding, Outstanding ending balance | shares	995,368
Weighted Average Exercise Price, Outstanding ending balance | $ / shares	$ 4.80
Weighted Average Remaining Contractual Life (in years), Outstanding	9 years 4 months 24 days
Aggregate Intrinsic Value, Outstanding | $
Total Options Outstanding, Exercisable | shares	136,101
Weighted Average Exercise Price, Exercisable | $ / shares	$ 25.67
Weighted Average Remaining Contractual Life (in years), Exercisable	7 years 4 months 24 days
Aggregate Intrinsic Value, Exercisable | $
Total Options Outstanding, Vested and expected to vest | shares	995,368
Weighted Average Exercise Price, Vested and expected to vest | $ / shares	$ 4.80
Weighted Average Remaining Contractual Life (in years), Vested and expected to vest	9 years 4 months 24 days
Aggregate Intrinsic Value, Vested and expected to vest | $

SCHEDULE OF STOCK OPTIONS GRANT

SCHEDULE OF STOCK OPTIONS GRANTED ASSUMPTION (Details)	6 Months Ended
	Jun. 30, 2024
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items]
Expected term (in years)	10 years
Expected dividend rate
Minimum [Member]
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items]
Risk-free interest rate	4.20%
Expected volatility	168%
Maximum [Member]
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items]
Risk-free interest rate	4.50%
Expected volatility	170.70%

SCHEDULE OF SHARE BASED COMPENS

SCHEDULE OF SHARE BASED COMPENSATION (Details) - USD ($) $ in Thousands	3 Months Ended		6 Months Ended
	Jun. 30, 2024	Jun. 30, 2023	Jun. 30, 2024	Jun. 30, 2023
Share-Based Payment Arrangement, Expensed and Capitalized, Amount [Line Items]
Total	$ 155	$ 202	$ 288	$ 318
Restricted Stock Awards [Member]
Share-Based Payment Arrangement, Expensed and Capitalized, Amount [Line Items]
Total	763		763
Research and Development Expense [Member]
Share-Based Payment Arrangement, Expensed and Capitalized, Amount [Line Items]
Total	46	25	145	51
Research and Development Expense [Member] | Restricted Stock Awards [Member]
Share-Based Payment Arrangement, Expensed and Capitalized, Amount [Line Items]
Total
General and Administrative Expense [Member]
Share-Based Payment Arrangement, Expensed and Capitalized, Amount [Line Items]
Total	109	177	143	267
General and Administrative Expense [Member] | Restricted Stock Awards [Member]
Share-Based Payment Arrangement, Expensed and Capitalized, Amount [Line Items]
Total	$ 763		$ 763

SCHEDULE OF RESTRICTED STOCK AW

SCHEDULE OF RESTRICTED STOCK AWARDS (Details)	6 Months Ended
	Jun. 30, 2024 shares
Share-Based Payment Arrangement [Abstract]
Total RSAs Outstanding, Outstanding Beginning Balance
Total RSAs Outstanding, Outstanding Beginning Balance	656,235
Total RSAs Outstanding, Cancelled	(15,000)
Total RSAs Outstanding, Outstanding Ending Balance	641,235
Total RSAs Outstanding, Exercisable
Total RSAs Outstanding, Vested and expected	641,235

EQUITY INCENTIVE PLANS AND ST_3

EQUITY INCENTIVE PLANS AND STOCK BASED COMPENSATION EXPENSE (Details Narrative) - USD ($)	1 Months Ended	3 Months Ended		6 Months Ended
	Sep. 30, 2014	Jun. 30, 2024	Jun. 30, 2023	Jun. 30, 2024	Jun. 30, 2023	Dec. 31, 2022	Dec. 31, 2019	Dec. 31, 2017
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items]
Stock options exercised		0	5,000	0	5,000
Options granted				865,299
Options grant date fair value per share		$ 1.19		$ 1.20
Share-based compensation expense related to stock awards not yet recognized		$ 1,300,000		$ 1,300,000
Weighted-average remaining period				2 years 9 months 18 days
Number of ordinary shares expired				15,000
Restricted Stock Awards [Member]
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items]
Share-based compensation expense related to stock awards not yet recognized		$ 0		$ 0
Number of ordinary shares expired				15,000
Vesting term				15,000
Restricted Stock Awards [Member] | Two Equal Annual Installments [Member]
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items]
Vesting term				226,235
Resticted stock awards				400,000
Board Members and One Consultant [Member] | Restricted Stock Awards [Member]
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items]
Number of shares issued		656,235		656,235
Fair market value				$ 780,920
Consultant [Member] | Restricted Stock Awards [Member]
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items]
Number of shares issued				30,000
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.
2014 Plan [Member] | Six Board Members [Member]
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items]
Options granted		810,000		865,299
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	141,094	160,253
Share-based compensation arrangement by share-based payment award, description				Options under the 2015 Plan may be granted for periods of up to 10 years and at prices no less than 100% of the estimated fair value of the underlying shares of common stock on the date of grant as determined by the Board provided that the exercise price of an ISO granted to a 10% stockholder shall not be less than 110% of the estimated fair value of the shares on the date of grant. The 2015 Plan requires that options be exercised no later than 10 years after the grant. Options granted to employees generally vest ratably on a monthly basis over four years, subject to cliff vesting restrictions and continuing service.
2024 Employee Share Ownership and Option Plan [Member]
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items]
Ordinary shares reserved for future issuance		4,000,000		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 2014 Plan, such Ordinary Shares shall be added to the 2024 Plan.

SCHEDULE OF BASIC AND DILUTED L

SCHEDULE OF BASIC AND DILUTED LOSS PER SHARE (Details) - USD ($) $ / shares in Units, $ in Thousands	3 Months Ended		6 Months Ended
	Jun. 30, 2024	Jun. 30, 2023	Jun. 30, 2024	Jun. 30, 2023
Earnings Per Share [Abstract]
Net loss	$ (5,219)	$ (3,435)	$ (8,985)	$ (9,707)
Weighted-average ordinary shares outstanding used to compute net loss per share, basic	9,455,751	970,402	9,235,006	970,297
Weighted-average ordinary shares outstanding used to compute net loss per share, diluted	9,455,751	970,402	9,235,006	970,297
Net loss per share, basic	$ (0.55)	$ (3.54)	$ (0.97)	$ (10)
Net loss per share, diluted	$ (0.55)	$ (3.54)	$ (0.97)	$ (10)

SUBSEQUENT EVENTS (Details Narr

SUBSEQUENT EVENTS (Details Narrative)	Jul. 17, 2024 $ / shares
Subsequent Event [Member] | Minimum [Member]
Subsequent Event [Line Items]
Bid price	$ 1