Cover
Cover | 6 Months Ended |
Jun. 30, 2023 | |
Entity Addresses [Line Items] | |
Document Type | S-1 |
Amendment Flag | false |
Entity Registrant Name | bioAffinity Technologies, Inc. |
Entity Central Index Key | 0001712762 |
Entity Tax Identification Number | 46-5211056 |
Entity Incorporation, State or Country Code | DE |
Entity Address, Address Line One | 22211 W Interstate 10 |
Entity Address, Address Line Two | Suite 1206 |
Entity Address, City or Town | San Antonio |
Entity Address, State or Province | TX |
Entity Address, Postal Zip Code | 78257 |
City Area Code | 210 |
Local Phone Number | 698-5334 |
Entity Filer Category | Non-accelerated Filer |
Entity Small Business | true |
Entity Emerging Growth Company | true |
Elected Not To Use the Extended Transition Period | false |
Business Contact [Member] | |
Entity Addresses [Line Items] | |
Entity Address, Address Line One | 22211 W Interstate 10 |
Entity Address, Address Line Two | Suite 1206 |
Entity Address, City or Town | San Antonio |
Entity Address, State or Province | TX |
Entity Address, Postal Zip Code | 78257 |
City Area Code | 210 |
Local Phone Number | 698-5334 |
Contact Personnel Name | Maria Zannes |
Condensed Consolidated Balance
Condensed Consolidated Balance Sheets - USD ($) | Jun. 30, 2023 | Dec. 31, 2022 | Dec. 31, 2021 |
Current assets: | |||
Cash and cash equivalents | $ 8,279,182 | $ 11,413,759 | $ 1,360,638 |
Accounts and other receivables, net | 90,233 | 10,489 | 1,530 |
Inventory | 10,101 | 5,540 | |
Prepaid expenses and other current assets | 279,686 | 531,899 | 76,065 |
Total current assets | 8,659,202 | 11,961,687 | 1,438,233 |
Deferred offering costs | 7,942 | ||
Property and equipment, net | 207,377 | 214,438 | 4,633 |
Other assets | 6,920 | 6,000 | 2,500 |
Total assets | 8,873,499 | 12,182,125 | 1,453,308 |
Current liabilities: | |||
Accounts payable | 174,404 | 345,042 | 230,407 |
Accrued expenses | 515,663 | 541,894 | 483,501 |
Accrued interest | 1,121,392 | ||
Current portion of Paycheck Protection Program loan | 52,074 | ||
Unearned revenue | 42,750 | ||
Loan payable | 42,334 | 251,746 | |
Convertible notes payable at fair value | 11,152,151 | ||
Total current liabilities | 775,151 | 1,138,682 | 13,039,525 |
Paycheck Protection Program loan, less current portion | 160,184 | ||
Total liabilities | 775,151 | 1,138,682 | 13,199,709 |
Commitments and contingencies (See Note 9) | |||
Convertible preferred stock, par value $0.001 per share; 20,000,000 shares authorized; 0 and 756,558 shares issued and outstanding, aggregate liquidation preference of $0 and $5,825,648 at December 31, 2022 and 2021, respectively | 4,044,318 | ||
Stockholders’ equity (deficit): | |||
Preferred stock, no shares issued or outstanding at December 31, 2022 and 2021, respectively | |||
Common Stock, par value $0.007 per share; 14,285,714 shares authorized; 8,381,324 and 2,677,140 shares issued and outstanding as of December 31, 2022 and 2021, respectively | 59,887 | 58,669 | 18,740 |
Additional paid-in capital | 47,978,892 | 47,652,242 | 12,703,896 |
Accumulated deficit | (39,940,431) | (36,667,468) | (28,513,355) |
Total stockholders’ equity (deficit) | 8,098,348 | 11,043,443 | (15,790,719) |
Total liabilities, convertible preferred stock, and stockholders’ equity (deficit) | $ 8,873,499 | $ 12,182,125 | $ 1,453,308 |
Condensed Consolidated Balanc_2
Condensed Consolidated Balance Sheets (Parenthetical) - USD ($) | Jun. 30, 2023 | Dec. 31, 2022 | Dec. 31, 2021 |
Convertible preferred stock, par value | $ 0.001 | $ 0.001 | |
Convertible preferred stock, shares authorized | 20,000,000 | 20,000,000 | |
Convertible preferred stock, shares issued | 0 | 756,558 | |
Convertible preferred stock, shares outstanding | 0 | 756,558 | |
Convertible preferred stock, aggregate liquidation preference | $ 0 | $ 5,825,648 | |
Preferred stock, par value | $ 0.001 | ||
Preferred stock, shares authorized | 20,000,000 | ||
Preferred stock, shares issued | 0 | 0 | |
Preferred stock, shares outstanding | 0 | 0 | |
Common stock par value | $ 0.007 | $ 0.007 | |
Common stock, shares authorized | 14,285,714 | 14,285,714 | |
Common stock, shares issued | 8,381,324 | 2,677,140 | |
Common stock, shares outstanding | 8,381,324 | 2,677,140 | |
Preferred Stock [Member] | |||
Preferred stock, par value | $ 0.001 | $ 0.001 | |
Preferred stock, shares authorized | 20,000,000 | 20,000,000 | |
Preferred stock, shares issued | 0 | 0 | |
Preferred stock, shares outstanding | 0 | 0 | |
Common Stock [Member] | |||
Common stock par value | $ 0.007 | $ 0.007 | |
Common stock, shares authorized | 25,000,000 | 25,000,000 | |
Common stock, shares issued | 8,555,365 | 8,381,324 | |
Common stock, shares outstanding | 8,555,365 | 8,381,324 |
Condensed Consolidated Statemen
Condensed Consolidated Statements of Operations - USD ($) | 3 Months Ended | 6 Months Ended | 12 Months Ended | |||
Jun. 30, 2023 | Jun. 30, 2022 | Jun. 30, 2023 | Jun. 30, 2022 | Dec. 31, 2022 | Dec. 31, 2021 | |
Income Statement [Abstract] | ||||||
Revenue | $ 19,738 | $ 1,306 | $ 20,659 | $ 1,306 | $ 4,803 | |
Cost of sales | 1,234 | 146 | 1,322 | 146 | 467 | |
Gross profit | 18,504 | 1,160 | 19,337 | 1,160 | 4,336 | |
Operating expenses: | ||||||
Research and development | 335,125 | 248,419 | 704,741 | 528,267 | 1,142,777 | 1,007,476 |
Clinical development | 35,260 | 28,240 | 54,888 | 80,744 | 145,546 | 130,475 |
Selling, general and administrative | 1,426,469 | 408,620 | 2,596,028 | 803,311 | 2,727,071 | 1,068,871 |
Total operating expenses | 1,796,854 | 685,279 | 3,355,657 | 1,412,322 | 4,015,394 | 2,206,822 |
Loss from operations | (1,778,350) | (684,119) | (3,336,320) | (1,411,162) | (4,011,058) | (2,206,822) |
Other income (expense): | ||||||
Interest income | 44,124 | 276 | 82,778 | 847 | 46,708 | 424 |
Interest expense | (1,360) | (399,265) | (3,015) | (1,546,848) | (2,532,640) | (1,001,854) |
Gain on extinguishment of debt | 212,258 | 212,258 | 212,258 | 239,200 | ||
Fair value of warrants issued | (4,080,339) | |||||
Fair value adjustments on convertible notes payable | 782,798 | 1,186,992 | (1,866,922) | 724,928 | ||
Loss before income taxes | (1,735,586) | (88,052) | (3,256,557) | (1,557,913) | (8,151,654) | (6,324,463) |
Income tax expense | 4,587 | 16,406 | 2,159 | 2,459 | 1,950 | |
Net loss | $ (1,740,173) | $ (88,052) | $ (3,272,963) | $ (1,560,072) | $ (8,154,113) | $ (6,326,413) |
Net loss per common share, basic | $ (0.20) | $ (0.03) | $ (0.38) | $ (0.58) | $ (1.81) | $ (2.36) |
Net loss per common share, diluted | $ (0.20) | $ (0.03) | $ (0.38) | $ (0.58) | $ (1.81) | $ (2.36) |
Weighted average common shares outstanding, basic | 8,520,714 | 2,693,511 | 8,477,656 | 2,687,431 | 4,498,964 | 2,675,270 |
Weighted average common shares outstanding, diluted | 8,520,714 | 2,693,511 | 8,477,656 | 2,687,431 | 4,498,964 | 2,675,270 |
Income tax expense | $ (4,587) | $ (16,406) | $ (2,159) | $ (2,459) | $ (1,950) |
Condensed Consolidated Statem_2
Condensed Consolidated Statements of Stockholders' Equity (Deficit) - USD ($) | Preferred Stock [Member] | Preferred Stock [Member] Convertible Preferred Stock [Member] | Common Stock [Member] | Additional Paid-in Capital [Member] | Retained Earnings [Member] | Total |
Beginning balance, value at Dec. 31, 2020 | $ 4,044,318 | $ 18,724 | $ 7,095,355 | $ (22,186,942) | $ (15,072,863) | |
Beginning balance, shares at Dec. 31, 2020 | 756,558 | 2,674,860 | ||||
Stock-based compensation expense | $ 16 | 42,996 | 43,012 | |||
Stock-based compensation expense, shares | 2,280 | |||||
Net loss | (6,326,413) | (6,326,413) | ||||
Beneficial conversion feature for bridge notes | 739,602 | 739,602 | ||||
Debt discount for warrants issued | 745,604 | 745,604 | ||||
Fair value of warrants issued | 4,080,339 | $ 4,080,339 | ||||
Exercise of stock options, shares | ||||||
Ending balance, value at Dec. 31, 2021 | $ 4,044,318 | $ 18,740 | 12,703,896 | (28,513,355) | $ (15,790,719) | |
Ending balance, shares at Dec. 31, 2021 | 756,558 | 2,677,140 | ||||
Stock-based compensation expense | $ 121 | 132,426 | 132,732 | |||
Stock-based compensation expense, shares | 17,319 | |||||
Net loss | (1,560,072) | (1,560,072) | ||||
Beneficial conversion feature for bridge notes | 213,942 | 213,942 | ||||
Debt discount for warrants issued | 217,973 | 217,973 | ||||
Common stock issued upon initial public offering, net of underwriters’ commission and offering costs of $1.8 million | ||||||
Exercise of stock options, shares | 0 | |||||
Ending balance, value at Jun. 30, 2022 | $ 4,044,318 | $ 18,861 | 13,268,237 | (30,073,427) | $ (16,786,329) | |
Ending balance, shares at Jun. 30, 2022 | 756,558 | 2,694,459 | ||||
Beginning balance, value at Dec. 31, 2021 | $ 4,044,318 | $ 18,740 | 12,703,896 | (28,513,355) | (15,790,719) | |
Beginning balance, shares at Dec. 31, 2021 | 756,558 | 2,677,140 | ||||
Stock-based compensation expense | $ 208 | 248,384 | 248,592 | |||
Stock-based compensation expense, shares | 29,728 | |||||
Net loss | (8,154,113) | (8,154,113) | ||||
Beneficial conversion feature for bridge notes | 462,344 | 462,344 | ||||
Debt discount for warrants issued | 352,250 | 352,250 | ||||
Common stock issued upon initial public offering, net of underwriters’ commission and offering costs of $1.8 million | 8,978 | 6,018,436 | 6,027,414 | |||
Return of capital from stock split | (185) | (185) | ||||
Common stock issued upon initial public offering, net of underwriters' commission and offering costs of $1.8 million, shares | 1,282,600 | |||||
Common stock issued on conversion of convertible preferred stock | $ (4,044,318) | $ 5,296 | 4,039,022 | 4,044,318 | ||
Common stock issued on conversion of convertible preferred stock, shares | (756,558) | 756,558 | ||||
Common stock issued on conversion of notes payable | $ 17,738 | 16,047,594 | 16,065,332 | |||
Common stock issued on conversion of notes payable, shares | 2,533,964 | |||||
Exercise of warrants | $ 7,255 | 7,706,055 | 7,713,310 | |||
Exercise of warrants, shares | 1,036,486 | |||||
Exercise of stock options | $ 454 | 74,446 | $ 74,900 | |||
Exercise of stock options, shares | 64,848 | 64,848 | ||||
Ending balance, value at Dec. 31, 2022 | $ 58,669 | 47,652,242 | (36,667,468) | $ 11,043,443 | ||
Ending balance, shares at Dec. 31, 2022 | 8,381,324 | |||||
Beginning balance, value at Mar. 31, 2022 | $ 4,044,318 | $ 18,850 | 13,241,748 | (29,985,375) | (16,724,777) | |
Beginning balance, shares at Mar. 31, 2022 | 756,558 | 2,692,912 | ||||
Stock-based compensation expense | $ 11 | 26,674 | 26,685 | |||
Stock-based compensation expense, shares | 1,547 | |||||
Net loss | (88,052) | (88,052) | ||||
Debt discount for warrants issued | (185) | (185) | ||||
Ending balance, value at Jun. 30, 2022 | $ 4,044,318 | $ 18,861 | 13,268,237 | (30,073,427) | (16,786,329) | |
Ending balance, shares at Jun. 30, 2022 | 756,558 | 2,694,459 | ||||
Beginning balance, value at Dec. 31, 2022 | $ 58,669 | 47,652,242 | (36,667,468) | 11,043,443 | ||
Beginning balance, shares at Dec. 31, 2022 | 8,381,324 | |||||
Stock-based compensation expense | $ 1,218 | 326,650 | 327,868 | |||
Stock-based compensation expense, shares | 174,041 | |||||
Net loss | (3,272,963) | $ (3,272,963) | ||||
Exercise of stock options, shares | 0 | |||||
Ending balance, value at Jun. 30, 2023 | $ 59,887 | 47,978,892 | (39,940,431) | $ 8,098,348 | ||
Ending balance, shares at Jun. 30, 2023 | 8,555,365 | |||||
Beginning balance, value at Mar. 31, 2023 | $ 59,241 | 47,809,283 | (38,200,258) | 9,668,266 | ||
Beginning balance, shares at Mar. 31, 2023 | 8,463,052 | |||||
Stock-based compensation expense | $ 646 | 169,609 | 170,255 | |||
Stock-based compensation expense, shares | 92,313 | |||||
Net loss | (1,740,173) | (1,740,173) | ||||
Ending balance, value at Jun. 30, 2023 | $ 59,887 | $ 47,978,892 | $ (39,940,431) | $ 8,098,348 | ||
Ending balance, shares at Jun. 30, 2023 | 8,555,365 |
Condensed Consolidated Statem_3
Condensed Consolidated Statements of Stockholders' Equity (Deficit) (Parenthetical) $ in Millions | 12 Months Ended |
Dec. 31, 2022 USD ($) | |
Statement of Stockholders' Equity [Abstract] | |
Underwriting discounts, commissions and offering expenses | $ 1.8 |
Condensed Consolidated Statem_4
Condensed Consolidated Statements of Cash Flows - USD ($) | 6 Months Ended | 12 Months Ended | ||
Jun. 30, 2023 | Jun. 30, 2022 | Dec. 31, 2022 | Dec. 31, 2021 | |
Cash flows from operating activities | ||||
Net loss | $ (3,272,963) | $ (1,560,072) | $ (8,154,113) | $ (6,326,413) |
Adjustments to reconcile net loss to net cash used in operating activities: | ||||
Depreciation and amortization | 43,236 | 2,079 | 10,182 | 4,817 |
Accretion of debt issuance costs | 1,205,255 | 2,055,627 | 480,574 | |
Fair value adjustments on convertible notes payable | (1,186,992) | 1,866,922 | (724,928) | |
Stock-based compensation expense | 327,868 | 132,732 | 248,592 | 43,012 |
Fair value of warrants issued | 4,080,339 | |||
Gain on extinguishment of debt | (212,258) | (212,258) | (239,200) | |
Changes in operating assets and liabilities: | ||||
Accounts and other receivables | (79,743) | (6,287) | (8,959) | |
Inventory | (4,561) | (5,657) | (5,540) | |
Prepaid expenses and other assets | 251,292 | (28,304) | (492,753) | (34,990) |
Accounts payable | (170,638) | 354,560 | 114,635 | 39,020 |
Accrued expenses | (26,231) | (42,730) | 66,335 | 107,744 |
Accrued interest | 337,566 | 440,485 | 521,047 | |
Unearned revenue | 42,750 | |||
Net cash used in operating activities | (2,888,990) | (1,010,108) | (4,070,845) | (2,048,978) |
Cash flows from investing activities | ||||
Purchase of property and equipment | (36,175) | (219,987) | ||
Net cash used in investing activities | (36,175) | (219,987) | ||
Cash flows from financing activities | ||||
Proceeds from loan payable | 555,148 | 212,258 | ||
Payment on loans payable | (209,412) | (269,983) | ||
Payment of debt | (100,000) | |||
Issuance of loan payable | 65,031 | |||
Proceeds from issuance of convertible notes payable | 475,000 | 724,000 | 3,295,000 | |
Repayment of convertible loan payable | (425,000) | |||
Proceeds from issuance of common stock from the initial public offering, net of underwriting discounts, commissions and offering expenses of approximately $1.8 million | 6,027,414 | |||
Exercise of warrants | 7,713,310 | |||
Exercise of stock options | 74,900 | |||
Return of capital from stock split | (185) | |||
Payment of deferred offering costs | (520,506) | |||
Payment of debt issuance costs | (55,651) | (55,651) | (180,750) | |
Net cash provided by financing activities | (209,412) | (136,126) | 14,343,953 | 3,326,508 |
Net increase in cash and cash equivalents | (3,134,577) | (1,146,234) | 10,053,121 | 1,277,530 |
Cash and cash equivalents at beginning of year | 11,413,759 | 1,360,638 | 1,360,638 | 83,108 |
Cash and cash equivalents at end of year | 8,279,182 | 214,404 | 11,413,759 | 1,360,638 |
Supplemental disclosures of cash flow information: | ||||
Income taxes paid in cash | 16,406 | 2,159 | 2,459 | 1,950 |
Interest paid | 3,015 | 30,637 | ||
Conversion of convertible preferred stock into common stock | 4,044,318 | |||
Conversion of convertible notes payable into common stock | 16,065,332 | |||
Noncash financing activities: | ||||
Fair value of warrants issued to placement agents | 217,973 | 352,250 | 74,556 | |
Beneficial conversion feature for bridge notes | $ 213,942 | $ 462,344 | $ 739,602 |
Condensed Consolidated Statem_5
Condensed Consolidated Statements of Cash Flows (Parenthetical) $ in Millions | 12 Months Ended |
Dec. 31, 2022 USD ($) | |
Statement of Cash Flows [Abstract] | |
Underwriting discounts, commissions and offering expenses | $ 1.8 |
NATURE OF OPERATIONS, ORGANIZAT
NATURE OF OPERATIONS, ORGANIZATION, AND BASIS OF PRESENTATION | 6 Months Ended | 12 Months Ended |
Jun. 30, 2023 | Dec. 31, 2022 | |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | ||
NATURE OF OPERATIONS, ORGANIZATION, AND BASIS OF PRESENTATION | Note 1. NATURE OF OPERATIONS, ORGANIZATION, AND BASIS OF PRESENTATION Description of Business bioAffinity Technologies, Inc., a Delaware corporation (the “Company,” “we,” “our” or “bioAffinity Technologies”), addresses the need for noninvasive diagnosis of early-stage cancer and diseases of the lung. The Company also is conducting early-stage research focused on advancing therapeutic discoveries that could result in broad-spectrum cancer treatments. bioAffinity Technologies develops proprietary noninvasive diagnostic tests using technology that preferentially target cancer cells and cell populations indicative of a diseased state. Our first diagnostic test, CyPath ® in vitro Organization The Company was formed on March 26, 2014, as a Delaware corporation with its corporate offices located in San Antonio, Texas. On June 15, 2016, the Company formed a wholly owned subsidiary, OncoSelect ® Basis of Presentation The accompanying unaudited condensed consolidated financial statements have been prepared in accordance with generally accepted accounting principles in the United States (“GAAP”) and pursuant to the rules and regulations of the SEC for interim financial reporting. The condensed consolidated financial statements are unaudited and in management’s opinion include all adjustments, including normal recurring adjustments and accruals, necessary for a fair presentation of the results for the interim periods presented. Operating results for the periods presented are not necessarily indicative of the results that may be expected for the fiscal year ended December 31, 2023, or any future period. These unaudited condensed consolidated financial statements should be read in conjunction with the audited annual consolidated financial statements and notes included in the 2022 Form 10-K filed with the SEC. Liquidity and Capital Resources In accordance with Accounting Standards Update (“ASU”) 2014-15, Presentation of Financial Statements – Going Concern (Subtopic 205-40), the Company has evaluated whether there are conditions and events that raise substantial doubt about the Company’s ability to continue as a going concern for at least one year after the date the condensed consolidated financial statements are issued. The Company has incurred significant losses and negative cash flows from operations since inception and expects to continue to incur losses and negative cash flows for the foreseeable future. As a result, the Company had an accumulated deficit of $ 39.9 8.3 93 COVID-19 The rapid global spread of the COVID-19 virus since December 2019 has affected production and sales worldwide, disrupted supply chains across a range of industries, and created significant economic volatility. The impact of COVID-19 on the Company’s operational and financial performance will depend on numerous factors, including the spread, duration, and intensity of the pandemic (including resurgences), the emergence of new viral variants, and the impact of the pandemic on the Company’s customers, employees, clinical trial sites, and vendors. As the COVID-19 pandemic continues to evolve, the ultimate impact on the Company’s operations is highly uncertain and subject to change and will depend on future developments, which cannot be accurately predicted, including the duration of the pandemic, additional or modified government actions, and the actions taken to contain COVID-19 or address its impact, among others. Management does not yet know the full extent of potential delays or impacts on the Company, clinical trials, research programs, healthcare systems, or the global economy but continues to monitor the situation closely. | Note 1. BASIS OF PRESENTATION, ORGANIZATION AND NATURE OF OPERATIONS NATURE OF OPERATIONS, ORGANIZATION, AND BASIS OF PRESENTATION Description of Business bioAffinity Technologies, Inc., a Delaware corporation (the “Company,” “we,” or “our”), addresses the need for noninvasive diagnosis of early-stage cancer and diseases of the lung and for targeted cancer treatment. The Company develops proprietary noninvasive diagnostic tests and cancer therapeutics using technology that preferentially targets cancer cells and cell populations indicative of a diseased state. Our first diagnostic test, CyPath ® in vitro Organization and Initial Public Offering The Company was formed on March 26, 2014, as a Delaware corporation with its corporate offices located in San Antonio, Texas. On June 15, 2016, the Company formed a wholly owned subsidiary, OncoSelect ® On September 6, 2022, the Company completed its initial public offering (the “IPO”) of 1,282,600 6.125 Each Unit consists of (i) one share of the Company’s common stock, par value $ 0.007 7.35 7.656 7.8 In connection with the closing of the IPO, the Company converted 5,296,044 756,558 16.1 2,533,964 In June 2022, the Company completed a 1-for-7 reverse stock split 0.007 Basis of Presentation The consolidated financial statements of the Company have been prepared in accordance with U.S. accounting principles generally accepted (“GAAP”). In accordance with Accounting Standards Update (“ASU”) 2014-15, Disclosure of Uncertainties About an Entity’s Ability to Continue as a Going Concern (Subtopic 205-40), The Company has incurred significant losses and negative cash flows from operations since inception and expects to continue to incur losses and negative cash flows for the foreseeable future. As a result, the Company had an accumulated deficit of $ 36.7 11.4 93 COVID-19 The rapid global spread of the COVID-19 virus since December 2019 has affected production and sales, and disrupted supply chains across a range of industries. The impact of COVID-19 on the Company’s operations and financial performance will depend on numerous factors, including but not limited to the duration and spread of the virus and the impact on the Company’s customers, employees, clinical trial sites, and vendors. bioAffinity Technologies, Inc. Notes to Consolidated Financial Statements For the Years Ended December 31, 2022 and 2021 As the COVID-19 pandemic continues to evolve, the ultimate impact of the pandemic on the Company’s operations is highly uncertain and subject to change and will depend on future developments, which cannot be accurately predicted, including the duration of the pandemic, additional or modified government actions, and the actions taken to contain COVID-19 or address its impact, among others. Management does not yet know the full extent of potential delays or impacts on the Company, clinical trials, research programs, healthcare systems, or the global economy, but continues to monitor the situation closely. |
SUMMARY OF SIGNIFICANT ACCOUNTI
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES | 6 Months Ended | 12 Months Ended |
Jun. 30, 2023 | Dec. 31, 2022 | |
Accounting Policies [Abstract] | ||
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES | Note 2. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES Use of Estimates The preparation of condensed consolidated financial statements in conformity with U.S. GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the consolidated financial statements and the reported amounts of revenues and expenses during the reporting period. Actual results could differ from those estimates. Significant estimates include the valuation allowance on the Company’s deferred tax assets, and the useful lives of fixed assets. Principles of Consolidation The accompanying condensed consolidated financial statements include all of the accounts of the Company and its wholly owned subsidiary, OncoSelect ® Cash and Cash Equivalents For the purpose of the statement of cash flows, the Company considers all highly liquid investments with original maturities of three months or less at the time of purchase to be cash equivalents. Cash equivalents are stated at cost, which approximates market value, because of the short maturity of these instruments. Concentration of Risk The Company has significant cash balances at financial institutions which throughout the year regularly exceed the federally insured limit of $ 250,000 Advertising expense The Company expenses all advertising costs as incurred. Advertising expense was approximately $ 28,000 3,000 22,000 0 Loss Per Share Basic earnings (loss) per share is computed by dividing net income (loss) attributable to common stockholders by the weighted-average number of shares of the Company’s common stock, par value $0.007 per share (the “Common Stock”) outstanding during the period. Diluted earnings per share is computed by dividing net income attributable to common stockholders by the sum of the weighted-average number of shares of Common Stock outstanding during the period and the weighted-average number of dilutive Common Stock equivalents outstanding during the period, using the treasury stock method. Dilutive Common Stock equivalents are comprised of in-the-money stock options, convertible notes payable, and warrants based on the average stock price for each period using the treasury stock method. The following potentially dilutive securities have been excluded from the computations of weighted average shares of Common Stock outstanding as of June 30, 2023 and 2022, as they would be anti-dilutive: SCHEDULE OF POTENTIALLY DILUTIVE SECURITIES 2023 2022 As of June 30, 2023 2022 Convertible preferred stock — 776,871 Shares underlying options outstanding 806,392 883,690 Shares underlying warrants outstanding 4,649,952 2,057,740 Shares underlying convertible notes — 2,552,435 Anti-dilutive securities 5,556,344 6,270,736 Revenue Recognition Revenue is generated in three ways for the six months and three months, respectively, ended June 30, 2023: (1) royalties from the Company’s diagnostic test, CyPath ® 8,000 7,000 ® 3,000 3,000 ® 10,000 10,000 ® ® To determine revenue recognition for the arrangements that the Company determines are within the scope of ASC 606, Revenue from Contracts with Customers Reclassifications Certain prior year balances have been reclassified to conform to current year presentation. The Company reclassified patent expenses and annuity costs of approximately $ 101,000 59,000 Recent Accounting Pronouncements The Company continues to monitor new accounting pronouncements issued by the Financial Accounting Standards Board (“FASB”) and does not believe any accounting pronouncements issued through the date of this Quarterly Report will have a material impact on the Company’s condensed consolidated financial statements. | Note 2. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES Use of Estimates The preparation of consolidated financial statements in conformity with GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the consolidated financial statements and the reported amounts of revenues and expenses during the reporting period. Actual results could differ from those estimates. Significant estimates include: the fair value of the Company’s Common Stock used to measure stock-based compensation for options granted to employees and nonemployees; the valuation allowance on the Company’s deferred tax assets; and the fair value of the convertible notes payable. Principles of Consolidation The accompanying consolidated financial statements include all of the accounts of the Company and its wholly owned subsidiary, Oncoselect Therapeutics, LLC. All significant intercompany balances and transactions have been eliminated in consolidation. Cash and Cash Equivalents For the purpose of the statement of cash flows, the Company considers all highly liquid investments with original maturities of three months or less at the time of purchase to be cash equivalents. Cash equivalents are stated at cost, which approximates market value, because of the short maturity of these instruments. Concentration of Risk The Company has significant cash balances at financial institutions which throughout the year regularly exceed the federally insured limit of $ 250,000 Accounts and Other Receivables, Net Accounts and other receivables, net consists of amounts invoiced to Precision Pathology Services (“Precision Pathology”), a CAP-accredited, CLIA-certified clinical pathology laboratory and our licensee for royalties from sales of our first diagnostic test, CyPath® Lung. The allowance for doubtful accounts is based on forecasted losses and a review on a specific identification basis of the collectability of outstanding receivables. As of December 31, 2022 and 2021, there is no allowance for doubtful accounts. Prepaid Expenses and Other Assets Prepaid expenses and other assets consist of prepaid insurance, maintenance contracts, dues, and legal retainers, etc. Expense is calculated using the straight-line method over the estimated useful lives of the respective term of service. Deferred Offering Costs The Company capitalizes certain legal, accounting, and other third-party fees that are directly related to the Company’s equity financings, including its IPO, until such financings are consummated. After consummation of the equity financing, these costs are recorded as a reduction of the proceeds received as a result of the financing. The Company capitalized certain legal, accounting, and other third-party fees that were directly related to the Company’s IPO. After the completion of the IPO in September 2022, total deferred offering costs of approximately $ 1.8 8,000 Property and Equipment, Net Property and equipment are stated at cost less accumulated depreciation and amortization. Depreciation is calculated using the straight-line method over the estimated useful lives of the respective assets, generally three ( 3 Property and equipment is reviewed for impairment whenever events or changes in circumstances indicate that the carrying amount of such assets may not be recoverable. The Company recognizes an impairment charge in the event the net book value of such assets exceeds the future undiscounted cash flows attributable to the asset group. No impairment losses were incurred during the years ended December 31, 2022 and 2021, respectively. bioAffinity Technologies, Inc. Notes to Consolidated Financial Statements For the Years Ended December 31, 2022 and 2021 Patent Expenses Costs related to filing and pursuing patent applications, as well as costs related to maintaining the Company’s existing patent portfolio, are recorded as expenses as incurred since recoverability of such expenditures is uncertain. Stock-Based Compensation Expense Compensation expense related to stock options granted to employees and non-employees is measured at the grant date based on the estimated fair value of the award and is recognized on a straight-line basis over the requisite service period. Forfeitures are recognized as a reduction of stock-based compensation expense as they occur. The Company estimates the fair value of stock option grants using the Black-Scholes option pricing model. The Black-Scholes option pricing model used to compute share-based compensation expense requires use of accounting judgment and financial estimates. Items requiring estimation include the expected term option holders will retain their vested stock options before exercising them and the estimated volatility of the Company’s Common Stock price over the expected term of a stock option. Application of alternative assumptions could result in different share-based compensation amounts being recorded in the financial statements. See Note 11 for additional disclosures related to stock-based compensation. Advertising expense The Company expenses all advertising costs as incurred. Advertising expense was approximately $ 3,000 no Income Taxes Income taxes are accounted for under the asset and liability method. Deferred tax assets and liabilities are recognized for the future tax consequences attributable to differences between the financial statement carrying amounts of existing assets and liabilities and their respective tax bases and operating loss and tax credit carryforwards. Deferred tax assets and liabilities are measured using enacted tax rates expected to apply to taxable income in the years in which those temporary differences are expected to be recovered or settled. The effect on deferred tax assets and liabilities of a change in tax rates is recognized in operations in the period that includes the enactment date. A valuation allowance is provided when it is more likely than not that some portion or all of a deferred tax asset will not be realized. The ultimate realization of deferred tax assets is dependent upon the generation of future taxable income and the reversal of deferred tax liabilities during the period in which the related temporary difference becomes deductible. The Company includes interest and penalties related to uncertain tax positions as part of income tax expense, if any. No such interest or penalties were recognized during the years ended December 31, 2022 and 2021, and the Company had no accruals for interest and penalties at December 31, 2022 or 2021. Revenue Recognition Our revenue is generated exclusively from royalties for our first diagnostic test, CyPath ® ® To determine revenue recognition for the arrangements that the Company determines are within the scope of ASC 606, Revenue from Contracts with Customers, the Company performs the following five steps: (1) identify the contract(s) with a customer, (2) identify the performance obligations in the contract, (3) determine the transaction price, (4) allocate the transaction price to the performance obligations in the contract, and (5) recognize revenue when (or as) the entity satisfies a performance obligation. Loss Per Share Basic earnings (loss) per share is computed by dividing net income (loss) attributable to Common stockholders by the weighted-average number of common shares outstanding during the period. Diluted earnings per share is computed by dividing net income attributable to Common stockholders by the sum of the weighted-average number of common shares outstanding during the period and the weighted-average number of dilutive common share equivalents outstanding during the period, using the treasury stock method. Dilutive common share equivalents are comprised of in-the-money stock options, convertible notes payable, and warrants, based on the average stock price for each period using the treasury stock method. The following potentially dilutive securities have been excluded from the computations of weighted average shares outstanding as of December 31, 2022 and 2021, as they would be anti-dilutive: SCHEDULE OF POTENTIALLY DILUTIVE SECURITIES 2022 2021 Year Ended December 31, 2022 2021 Convertible preferred stock — 756,558 Shares underlying options outstanding 806,392 878,380 Shares underlying warrants outstanding 4,649,952 1,890,183 Shares underlying convertible notes outstanding — 2,357,941 Anti-dilutive securities 5,456,344 5,883,062 bioAffinity Technologies, Inc. Notes to Consolidated Financial Statements For the Years Ended December 31, 2022 and 2021 Segment Information The Company is organized as a single operating segment, whereby its chief operating decision maker assesses the performance of and allocates resources to the business as a whole. Fair Value of Financial Instruments Assets and liabilities recorded at fair value on a recurring basis in the consolidated balance sheets are categorized based upon 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. Valuation techniques used to measure fair value must maximize the use of observable inputs and minimize the use of unobservable inputs. The three-tier fair value hierarchy for disclosure of fair value measurements is as follows: ● Level 1 inputs consist of unadjusted quoted prices in active markets for identical assets or liabilities and have the highest priority. ● Level 2 valuations are based on quoted prices in markets that are not active. ● Level 3 valuations are based on inputs that are unobservable and supported by little or no market activity. See Note 7 for the fair value hierarchy table and inputs used in the fair value measurement for assets and liabilities. Research and Development Research and development costs are charged to expense as incurred. The Company’s research and development expenses consist primarily of expenditures for lab operations, preclinical studies, compensation, and consulting costs. The Company incurred research and development expenses of $ 1.1 million and $ 1.0 million for the years ended December 31, 2022 and 2021, respectively. Accrued Research and Development Costs The Company records accrued liabilities for estimated costs of research and development activities conducted by service providers, which include preclinical studies. The Company records the estimated costs of research and development activities based upon the estimated amount of services provided but not yet invoiced and includes these costs in accrued expenses in the accompanying balance sheets and within research and development expense in the accompanying consolidated statements of operations. The Company accrues for these costs based on factors such as estimates of the work completed and in accordance with agreements established with service providers. The Company makes significant judgments and estimates in determining the accrued expenses balance in each reporting period. As actual costs become known, the Company adjusts its accrued liabilities. The Company has not experienced any material differences between accrued costs and actual costs incurred since its inception. Regulatory Matters Regulations imposed by federal, state, and local authorities in the United States are a significant factor in providing medical care. In the United States, drugs, biological products, and medical devices are regulated by the United States Food, Drug and Cosmetic Act, which is administered by the U.S. Food and Drug Administration (“FDA”) and the Center for Medicare and Medicaid. The Company has not yet obtained marketing authorization from the FDA but is able to market its CyPath® Lung test as a Laboratory Developed test licensed to and sold by Precision Pathology Services, a CAP-accredited, CLIA-certified clinical pathology laboratory. Reclassifications Certain prior year balances have been reclassified to conform to current year presentation. The Company reclassified patent and annuity costs of approximately $ 236,000 188,000 bioAffinity Technologies, Inc. Notes to Consolidated Financial Statements For the Years Ended December 31, 2022 and 2021 Recently Issued Accounting Pronouncements In December 2019, the Financial Accounting Standards Board (“FASB”) issued Accounting Standards Update (“ASU”) No. 2019-12, Income Taxes (Topic 740): Simplifying the Accounting for Income Taxes (ASU 2019-12). ASU 2019-12 removes certain exceptions to the general principles in Topic 740 and also clarifies and amends existing guidance to improve consistency in application. ASU 2019-12 will be effective for public entities for interim and annual periods beginning after December 15, 2020, with early adoption permitted. The Company adopted ASU 2019-12 and concluded there is no impact on the Company’s consolidated financial statements. In August 2020, the FASB issued ASU No. 2020-06, Debt – Debt with Conversion and Other Options (Subtopic 470-20) and Derivatives and Hedging – Contracts in Entity’s Own Equity (Subtopic 815-40): Accounting for Convertible Instruments and Contracts in an Entity’s Own Equity, which simplifies the accounting for convertible instruments by eliminating the requirement to separate embedded conversion features from the host contract when the conversion features are not required to be accounted for as derivatives under Topic 815, Derivatives and Hedging, or that do not result in substantial premiums accounted for as paid-in capital. By removing the separation model, a convertible debt instrument will be reported as a single liability instrument with no separate accounting for embedded conversion features. This new standard also removes certain settlement conditions that are required for contracts to qualify for equity classification and simplifies the diluted earnings per share calculations by requiring that an entity use the if-converted method and that the effect of potential share settlement be included in diluted earnings per share calculations. The new standard will be effective for fiscal years beginning after December 15, 2023, for smaller reporting companies. As the Company currently does not have debt with conversion and other options, the Company does not believe the adoption will have a material impact on our consolidated financial statements. |
PREPAID EXPENSES AND OTHER CURR
PREPAID EXPENSES AND OTHER CURRENT ASSETS | 6 Months Ended | 12 Months Ended |
Jun. 30, 2023 | Dec. 31, 2022 | |
Prepaid Expenses And Other Current Assets | ||
PREPAID EXPENSES AND OTHER CURRENT ASSETS | Note 3. PREPAID EXPENSES AND OTHER CURRENT ASSETS Prepaid expenses and other current assets are summarized below: SCHEDULE OF PREPAID EXPENSES AND OTHER CURRENT ASSETS June 30, 2023 December 31, 2022 Prepaid insurance $ 104,294 $ 340,078 Legal and professional 47,200 72,048 Other 128,193 119,773 Total prepaid expenses and other current assets $ 279,686 $ 531,899 | Note 3. PREPAID EXPENSES AND OTHER CURRENT ASSETS Prepaid expenses and other current assets at December 31, 2022 and 2021, are summarized below: SCHEDULE OF PREPAID EXPENSES AND OTHER CURRENT ASSETS 2022 2021 December 31, 2022 2021 Prepaid insurance $ 340,078 $ 16,765 Legal and professional 72,048 55,081 Other 119,773 4,219 Total prepaid expenses and other current assets $ 531,899 $ 76,065 |
PROPERTY AND EQUIPMENT, NET
PROPERTY AND EQUIPMENT, NET | 6 Months Ended | 12 Months Ended |
Jun. 30, 2023 | Dec. 31, 2022 | |
Property, Plant and Equipment [Abstract] | ||
PROPERTY AND EQUIPMENT, NET | Note 4. PROPERTY AND EQUIPMENT, NET Property and equipment are summarized below: SCHEDULE OF PROPERTY AND EQUIPMENT June 30, 2023 December 31, 2022 Lab equipment $ 488,718 $ 462,155 Computers and software 31,076 21,463 Property and equipment, gross 519,794 483,618 Accumulated depreciation (312,417 ) (269,180 ) Total property and equipment, net $ 207,377 $ 214,438 Depreciation expense was approximately $ 41,000 2,000 21,000 1,000 | Note 4. PROPERTY AND EQUIPMENT, NET Property and equipment at December 31, 2022 and 2021, are summarized below: SCHEDULE OF PROPERTY AND EQUIPMENT 2022 2021 December 31, 2022 2021 Lab equipment $ 462,155 $ 242,168 Computers and software 21,463 21,463 Property and equipment, gross 483,618 263,631 Less: accumulated depreciation and amortization (269,180 ) (258,998 ) Total property and equipment, net $ 214,438 $ 4,633 Depreciation and amortization expense was $ 10,182 4,817 |
ACCRUED EXPENSES
ACCRUED EXPENSES | 6 Months Ended | 12 Months Ended |
Jun. 30, 2023 | Dec. 31, 2022 | |
Payables and Accruals [Abstract] | ||
ACCRUED EXPENSES | Note 5. ACCRUED EXPENSES Accrued expenses are summarized below: SCHEDULE OF ACCRUED EXPENSES June 30, 2023 December 31, 2022 Compensation $ 276,519 $ 340,680 Legal and professional 179,416 144,440 Clinical 54,728 50,922 Other 5,000 5,852 Total accrued expenses $ 515,663 $ 541,894 | Note 5. ACCRUED EXPENSES Accrued expenses at December 31, 2022 and 2021, are summarized below: SCHEDULE OF ACCRUED EXPENSES 2022 2021 December 31, 2022 2021 Compensation $ 340,680 $ 277,185 Legal and professional 144,440 166,069 Clinical 50,922 39,481 Other 5,852 766 Total accrued expenses $ 541,894 $ 483,501 bioAffinity Technologies, Inc. Notes to Consolidated Financial Statements For the Years Ended December 31, 2022 and 2021 |
UNEARNED REVENUE
UNEARNED REVENUE | 6 Months Ended |
Jun. 30, 2023 | |
Revenue Recognition and Deferred Revenue [Abstract] | |
UNEARNED REVENUE | Note 6. UNEARNED REVENUE During the three months ended June 30, 2023, the Company engaged in an observational study of CyPath ® 43,000 |
LOAN PAYABLE
LOAN PAYABLE | 6 Months Ended | 12 Months Ended |
Jun. 30, 2023 | Dec. 31, 2022 | |
Debt Disclosure [Abstract] | ||
LOAN PAYABLE | Note 7. LOAN PAYABLE In September 2022, the Company obtained short-term financing of approximately $ 0.5 ten monthly payments 42,000 4.3 42,000 252,000 | Note 6. LOAN PAYABLE The Coronavirus Aid, Relief, and Economic Security Act (the “CARES Act”) provided stimulus measures, including the Paycheck Protection Program (“PPP”), to provide certain small businesses with liquidity to support their operations during the COVID-19 pandemic. In April 2020, the Company received an initial $ 0.2 1 two years 239,000 In March 2021, the Company received a second PPP Loan for $ 0.2 1 five years 212,000 In September 2022, the Company obtained short-term financing of approximately $ 0.5 ten monthly payments 42,000 4.3 |
FAIR VALUE MEASUREMENTS
FAIR VALUE MEASUREMENTS | 6 Months Ended | 12 Months Ended |
Jun. 30, 2023 | Dec. 31, 2022 | |
Fair Value Disclosures [Abstract] | ||
FAIR VALUE MEASUREMENTS | Note 8. FAIR VALUE MEASUREMENTS The Company analyzes all financial instruments with features of both liabilities and equity under the FASB accounting standard for such instruments. Under this standard, financial assets and liabilities are classified in their entirety based on the lowest level of input that is significant to the fair value measurement. SCHEDULE OF FAIR VALUE INSTRUMENTS SCHEDULE OF FAIR VALUE ASSETS AND LIABILITIES SCHEDULE OF CHANGE IN FAIR VALUE The estimated fair value of certain financial instruments, including cash and cash equivalents, accounts and other receivables, prepaid and other current assets, accounts payable, accrued expenses, and loan payable, are carried at historical cost basis, which approximates their fair values because of the short-term nature of these instruments. | Note 7. FAIR VALUE MEASUREMENTS The Company analyzes all financial instruments with features of both liabilities and equity under the Financial Accounting Standard Board’s (“FASB”) accounting standard for such instruments. Under this standard, financial assets and liabilities are classified in their entirety based on the lowest level of input that is significant to the fair value measurement. The estimated fair value of certain financial instruments, including cash and cash equivalents, accounts receivable, prepaid and other expenses, accounts payable, and accrued expenses are carried at historical cost basis, which approximates their fair values because of the short-term nature of these instruments. There are no assets and liabilities that are measured at fair value at December 31, 2022. The table below summarizes the Company’s assets and liabilities that are measured at fair value at December 31, 2021: SCHEDULE OF FAIR VALUE INSTRUMENTS Fair value measured at December 31, 2021 Total at December 31, 2021 Quoted Prices in active markets Significant other observable inputs Significant unobservable inputs Convertible notes payable $ 11,152,151 — — $ 11,152,151 A description of the valuation techniques and the values used for significant unobservable inputs to derive fair value measurements for those assets and liabilities measured at fair value at December 31, 2021: SCHEDULE OF FAIR VALUE ASSETS AND LIABILITIES Fair value Valuation technique Unobservable Input Range (weighted average) Convertible notes payable at 12/31/21 $ 11,152,151 Risky Put + Stock Payoff Probability weighting assigned to automatic and optional conversion scenarios 90 10 % Applied discount rate 79.1 % Common share class volatility 46.1 % Preferred stock class volatility 3.9 % Negotiation discount 1.6 % bioAffinity Technologies, Inc. Notes to Consolidated Financial Statements For the Years Ended December 31, 2022 and 2021 The Company transferred $ 325,000 0.7 3.3 SCHEDULE OF CHANGE IN FAIR VALUE Fair value of convertible notes payable at December 31, 2020 $ 9,767,461 Convertible notes payable issued 3,295,000 Debt discount for warrants issued (1,665,956 ) Accretion of debt issuance costs 480,574 Change in fair value of convertible notes payable (724,928 ) Fair value of convertible notes payable at December 31, 2021 $ 11,152,151 Additional convertible notes payable issued 724,000 Repayment of convertible notes payable (100,000 ) Debt discount for warrants issued (870,245 ) Accretion of debt issuance costs 2,055,627 Change in fair value of convertible notes payable 1,866,922 Transfer from level 3 to level 2 (325,000 ) Conversion of convertible notes payable into common stock (14,503,455 ) Fair value of convertible notes payable at December 31, 2022 $ — |
COMMITMENTS AND CONTINGENCIES
COMMITMENTS AND CONTINGENCIES | 6 Months Ended | 12 Months Ended |
Jun. 30, 2023 | Dec. 31, 2022 | |
Commitments and Contingencies Disclosure [Abstract] | ||
COMMITMENTS AND CONTINGENCIES | Note 9. COMMITMENTS AND CONTINGENCIES Operating Leases The Company leases its corporate offices under a month-to-month agreement and leases its laboratory and additional office space under an operating lease that is renewable annually by written notice by the Company and will require renewal in February 2024. Rent expense for office and lab space amounted to approximately $ 53,000 26,000 26,000 13,000 Legal Matters From time to time, the Company is involved in various disputes and litigation matters that arise in the ordinary course of business. To date, the Company has no material pending legal proceedings. | Note 9. COMMITMENTS AND CONTINGENCIES Operating Leases The Company leases its corporate offices under a month-to-month agreement and lab space under an operating lease that is renewable annually and expires in February 2024. Rent expense for office and lab space amounted to approximately $ 65,000 52,000 Legal Matters From time to time, the Company is involved in various disputes and litigation matters that arise in the ordinary course of business. To date, the Company had no material pending legal proceedings. |
COMMON STOCK
COMMON STOCK | 6 Months Ended |
Jun. 30, 2023 | |
Common Stock | |
COMMON STOCK | Note 10. COMMON STOCK Common Stock The Company has authorized a total of 25,000,000 0.007 14,285,715 25,000,000 8,555,365 8,381,324 |
STOCK-BASED COMPENSATION
STOCK-BASED COMPENSATION | 6 Months Ended | 12 Months Ended |
Jun. 30, 2023 | Dec. 31, 2022 | |
Share-Based Payment Arrangement [Abstract] | ||
STOCK-BASED COMPENSATION | Note 11. STOCK-BASED COMPENSATION The Company grants options and restricted stock awards under its 2014 Equity Incentive Plan (the “Plan”). Under the Plan, the Company is authorized to grant options or restricted stock for up to 2,000,000 1,142,857 2,000,000 The Company has recorded stock-based compensation expense (credit) related to the issuance of restricted stock awards in the following line items in the accompanying condensed consolidated statement of operations: SUMMARY OF STOCK-BASED COMPENSATION EXPENSE RECOGNIZED FOR STOCK OPTION AWARDS 2023 2022 2023 2022 Three Months Ended Six Months Ended 2023 2022 2023 2022 Research and development $ 10,620 $ 2,363 $ 21,889 $ 7,860 General and administrative 159,634 24,322 305,979 124,872 Total stock-based compensation expense $ 170,255 $ 26,685 $ 327,868 $ 132,732 The following table summarizes stock option activity under the Plan: SUMMARY OF OPTION ACTIVITY Number of Weighted-average Weighted-average Aggregate Outstanding at December 31, 2022 806,392 $ 4.33 Granted — — Exercised — — Forfeited — — Outstanding at June 30, 2023 806,392 $ 4.33 3.8 $ 271,298 Vested and exercisable at June 30, 2023 803,813 $ 4.32 3.7 $ 271,298 As of June 30, 2023, there was no no no 7,142 2.84 The following table summarizes restricted stock award activity under the Plan: SUMMARY OF RESTRICTED STOCK AWARD Number of restricted stock awards (RSA) Weighted-average grant price FMV on grant date Vested number of RSA Unvested number of RSA Balance at December 31, 2022 114,920 $ 3.56 $ 409,437 32,008 82,912 Granted 219,812 1.82 401,079 174,043 Forfeited — — — — — Balance at June 30, 2023 806,392 $ 4.33 $ 810,517 206,051 128,681 During the six months ended June 30, 2023, the Company issued restricted stock awards (RSAs) for 219,812 31,020 143,023 During the six months ended June 30, 2022, the Company issued RSAs for 14,999 5,000 The following table summarizes weighted-average assumptions using the Black-Scholes option-pricing model used on the date of the grants issued during the six months ended June 30, 2022. No stock options have been issued during the six months ended June 30, 2023: SCHEDULE OF FAIR VALUE ASSUMPTIONS 2022 Fair value of Common Stock $ 4.62 Volatility 63.9 % Expected term (years) 6.0 Risk-free interest rate 2.20 % Dividend yield 0 % | Note 11. STOCK-BASED COMPENSATION The Company grants options under its 2014 Equity Incentive Plan (the “Plan”). The Plan is authorized to grant Incentive Stock Options, Non-statutory Stock Options, or Restricted Stock for up to 1.1 1.1 The Company has recorded stock-based compensation expense related to the issuance of stock option awards in the following line items in the accompanying consolidated statements of operations: SUMMARY OF STOCK-BASED COMPENSATION EXPENSE RECOGNIZED FOR STOCK OPTION AWARDS 2022 2021 Research and development $ 7,832 $ 25,262 Selling, general and administrative 240,760 17,750 Total stock-based compensation expense $ 248,592 $ 43,012 The following table summarizes stock option activity under the Plan: SUMMARY OF OPTION ACTIVITY Number of Weighted- Weighted- Aggregate Outstanding at December 31, 2020 824,104 $ 4.10 Granted 79,273 5.49 Exercised — — Forfeited (24,997 ) 7.70 Outstanding at December 31, 2021 878,380 $ 4.12 Granted 7,142 4.20 Exercised (64,848 ) 1.16 Forfeited (14,282 ) 5.95 Outstanding at December 31, 2022 806,392 $ 4.33 4.0 $ 164,255 Vested and exercisable at December 31, 2022 800,838 $ 4.31 4.0 $ 164,255 As of December 31, 2022, there was no During the year ended December 31, 2021, the Company issued options to purchase 79,273 2.23 no During the year ended December 31, 2021, the Company issued restricted stock units (RSUs) for 7,856 6,000 1.7 During the year ended December 31, 2022, the Company issued options to purchase 7,142 2.84 64,848 75,000 bioAffinity Technologies, Inc. Notes to Consolidated Financial Statements For the Years Ended December 31, 2022 and 2021 The following table summarizes weighted-average assumptions using the Black-Scholes option-pricing model used on the date of the grants issued during the years ended December 31, 2022, and 2021, respectively: SCHEDULE OF FAIR VALUE ASSUMPTIONS 2022 2021 Fair value of Common Stock $ 4.62 $ 3.79 Volatility 63.9 % 72.8 % Expected term (years) 6.0 6.1 Risk-free interest rate 2.20 % 1.14 % Dividend yield 0 % 0 % Black-Scholes requires the use of subjective assumptions which determine the fair value of stock-based awards. These assumptions include: Fair value of Common Stock Expected term Expected volatility Risk-free interest rate Expected dividend |
WARRANTS
WARRANTS | 6 Months Ended | 12 Months Ended |
Jun. 30, 2023 | Dec. 31, 2022 | |
Warrants | ||
WARRANTS | Note 12. WARRANTS The Company accounts for Common Stock warrants as either equity instruments or derivative liabilities depending on the specific terms of the warrant agreement. Warrants are accounted for as derivative liabilities if the warrants allow for cash settlement or provide for modification of the warrant exercise price in the event subsequent sales of Common Stock by the Company are at a lower price per share than the then-current warrant exercise price. The Company classifies derivative warrant liabilities on the condensed consolidated balance sheet at fair value, and changes in fair value during the periods presented in the condensed consolidated statement of operations, which is revalued at each balance sheet date subsequent to the initial issuance of the stock warrant. SCHEDULE OF FAIR VALUE OF WARRANTS As of June 30, 2023, and December 31, 2022, the Company had 4,649,952 6.15 no | Note 12. WARRANTS We account for Common Stock warrants as either equity instruments or derivative liabilities depending on the specific terms of the warrant agreement. Warrants are accounted for as derivative liabilities if the warrants allow for cash settlement or provide for modification of the warrant exercise price in the event subsequent sales of Common Stock by the Company are at a lower price per share than the then-current warrant exercise price. We classify derivative warrant liabilities on the consolidated balance sheet at fair value, and changes in fair value during the periods presented in the consolidated statement of operations, which is revalued at each consolidated balance sheet date subsequent to the initial issuance of the stock warrant. In September 2022, in connection with our IPO, we issued a total of 1,282,600 7.35 1,282,600 7.656 Pursuant to the underwriting agreement dated August 31, 2022, (the “Underwriting Agreement”) between the Company and WallachBeth Capital, LLC, as representative of the underwriters (the “Underwriters”), and solely for purposes of covering any over-allotments made in connection with our IPO, we granted the Underwriters an option to purchase up to an additional 192,390 0.02 192,390 0.01 192,390 0.01 110,167 0.01 110,167 0.01 bioAffinity Technologies, Inc. Notes to Consolidated Financial Statements For the Years Ended December 31, 2022 and 2021 In 2022, 1,036,486 7.7 no In 2022, the Company issued an additional 226,842 0.5 2.1 From October 2021 through August 2022, the Company issued approximately $ 2.7 (“Bridge Notes”), 6 5.25 In 2021, the Company issued an aggregate of 464,272 0.7 0.5 In connection with the issuance of the Bridge Notes, the Company amended the 2018 and 2020 Notes whereby upon completion of an IPO, all outstanding principal and interest will convert into shares of the Company’s Common Stock and at $ 4.20 1,419,483 4.1 The following table summarizes the calculated aggregate fair values for the warrant derivative liability using the Black-Scholes method based on the following assumptions at December 31, 2022: SCHEDULE OF FAIR VALUE OF WARRANTS Exercise price per share of warrant $ 5.25 Fair market closing price per share of Common Stock $ 4.13 Volatility 107 121 % Expected term (years) 5.0 Risk-free interest rate 1.37 1.62 % Dividend yield 0 % In March 2017, the Company issued an aggregate of 6,428 7.00 |
SUBSEQUENT EVENTS
SUBSEQUENT EVENTS | 6 Months Ended | 12 Months Ended |
Jun. 30, 2023 | Dec. 31, 2022 | |
Subsequent Events [Abstract] | ||
SUBSEQUENT EVENTS | Note 13. SUBSEQUENT EVENTS The Company evaluated subsequent events and transactions that occurred after the balance sheet date up to the date that the condensed consolidated financial statements were available to be issued. Based upon this review, the Company did not identify any subsequent events that would have required adjustment or disclosure in the condensed consolidated financial statements. | Note 15. SUBSEQUENT EVENTS The Company evaluated all events or transactions that occurred after December 31, 2022, up through the date the consolidated financial statements were issued. During this period, the Company did not have any material subsequent events required to be disclosed as of and for the period ended December 31, 2022. |
CONVERTIBLE NOTES PAYABLE
CONVERTIBLE NOTES PAYABLE | 12 Months Ended |
Dec. 31, 2022 | |
Debt Disclosure [Abstract] | |
CONVERTIBLE NOTES PAYABLE | Note 8. CONVERTIBLE NOTES PAYABLE In September 2022, in connection with the closing of the IPO, the Company converted approximately $ 16.1 9.1 1.6 5.4 2,533,964 From August 2018 through July 2020, the Company issued a total of $ 5.0 2.7 5.0 70 6.62 December 31, 2020 8 The Company obtained the necessary noteholder approvals to extend the maturity date of the notes in November 2021 to May 31, 2022, and in May 2022 to August 2022. In July 2022, the Company obtained approval from a majority of the noteholders to extend the maturity date from August 31, 2022, to October 31, 2022, for certain Bridge Notes in exchange for a Common Stock purchase warrant equal to the principal amount of each note divided by 10.5. 478,446 5.25 From October 2020 through June 2021, the Company issued a total of $ 0.9 0.5 5.0 80 6.62 8 October 2021 The Company obtained the necessary noteholder approvals to extend the maturity date of the notes in December 2021 to May 2022 and in May 2022 to August 2022. In July 2022, the Company obtained approval from a majority of the noteholders to extend the maturity date from August 31, 2022, to October 31, 2022, for certain Bridge Notes in exchange for a Common Stock purchase warrant equal to the principal amount of each note divided by 10.5. 79,795 5.25 0.9 100,000 In the second and third quarters of 2021, the Company issued a total of approximately $ 0.9 0.1 5.0 80 6.62 December 2022 8 bioAffinity Technologies, Inc. Notes to Consolidated Financial Statements For the Years Ended December 31, 2022 and 2021 Bridge Notes In the fourth quarter of 2021 and until our IPO in the third quarter of 2022, the Company issued a total of $ 2.6 4.20 6 May 31, 2022 In May 2022, the Company obtained the necessary noteholder approvals to extend the maturity date of the notes to August 31, 2022. In July 2022, the Company obtained approval from a majority of the noteholders to extend the maturity date to October 31, 2022, for certain Bridge Notes in exchange for a Common Stock purchase warrant equal to the principal amount of the note divided by 10.5. 758,227 5.25 2.3 325,000 Additionally, each noteholder received a warrant to purchase one share of Common Stock based on the investor’s bridge note principal balance investment. The warrants have a five-year 5.25 9 54,464 The Company elected to account for the convertible notes payable at fair value with any changes in fair value being recognized through the consolidated statements of operations until the convertible notes are settled. The fair value of the convertible notes was determined with the assistance of a third-party specialist, considering the value of the notes payable that would be received by converting into common stock in each scenario, plus a put option. In coordination with the Company’s IPO, the notes were converted to Common Stock. Convertible notes payable consisted of the following: SCHEDULE OF CONVERTIBLE NOTES PAYABLE December 31, 2021 Secured convertible notes payable $ 5,041,957 Unsecured convertible notes payable 3,740,000 Principal amount of convertible notes payable 8,781,957 Debt issuance costs (1,185,382 ) Fair value adjustments on convertible notes payable 3,555,576 Total convertible notes payable $ 11,152,151 The Company elected to account for the convertible notes payable at fair value with any changes in fair value being recognized through the consolidated statements of operations until the convertible notes are settled. The fair value of the convertible notes was determined with the assistance of a third-party specialist, considering the value of the notes payable that would be received by converting into Common Stock in each scenario, plus a put option. |
CONVERTIBLE PREFERRED STOCK AND
CONVERTIBLE PREFERRED STOCK AND STOCKHOLDERS’ EQUITY (DEFICIT) | 12 Months Ended |
Dec. 31, 2022 | |
Equity [Abstract] | |
CONVERTIBLE PREFERRED STOCK AND STOCKHOLDERS’ EQUITY (DEFICIT) | Note 10. CONVERTIBLE PREFERRED STOCK AND STOCKHOLDERS’ EQUITY (DEFICIT) In June 2022, the Company completed a 1-for-7 reverse stock split 0.007 bioAffinity Technologies, Inc. Notes to Consolidated Financial Statements For the Years Ended December 31, 2022 and 2021 Convertible Preferred Stock The Company has authorized a total of 20,000,000 0.001 0.2 1.5 0.6 2.6 In accordance with the Certificate of Designation of the Series A preferred stock, all of the shares of Series A preferred stock that were issued and outstanding at the time of the IPO were automatically converted into 756,558 1-for-7 reverse stock split no The Company classifies convertible preferred stock outside of stockholders’ deficit because the shares contain deemed liquidation rights that are a contingent redemption feature not solely within the control of the Company. The holders of the Series A preferred stock had various rights, preferences, and privileges as follows: Voting Rights Each share of Series A preferred stock was entitled to the number of votes equal to the number of shares of Common Stock into which each share of Series A preferred stock could be converted at the record date for determination of the stockholders entitled to vote. The voting rights and powers were equal to the voting rights and powers of the Common Stock. For so long as 30% or more of the shares of Series A preferred stock remain outstanding, the holders of the Series A preferred stock, voting together as a single class, were entitled to elect one director of the Company Dividends The holders of shares of Series A preferred stock were entitled to receive dividends, when, as, and if declared by the Company’s board of directors, out of any assets legally available therefor, prior, and in preference to any declaration of payment of any dividend on the Company’s Common Stock at the rate of 8% per share. The right to receive dividends was not cumulative, and no right to such dividends would accrue to the holders of Series A preferred stock by reason of the fact that dividends on such shares are not declared or paid in any year Optional Conversion Rights Each share of Series A preferred stock was convertible, at the option of the holder, at any time after the date of issuance of such share into such number of fully paid and nonassessable shares of Common Stock as is determined by dividing the Series A original issuance price by the conversion price in effect at the time of conversion. As of December 31, 2021, each of the 756,558 Mandatory Conversion Rights Each share of Series A preferred stock automatically converted into the number of shares of Common Stock determined in accordance with the conversion rate upon the earlier of: (a) the closing of a public offering of Common Stock at a price of at least $ 3.00 10,000,000 Liquidation Preference In the event of any liquidation, dissolution, or winding up of the Company, either voluntary or involuntary, the holders of Series A preferred stock were entitled to receive an amount equal to $ 7.70 bioAffinity Technologies, Inc. Notes to Consolidated Financial Statements For the Years Ended December 31, 2022 and 2021 Common Stock The Company has authorized a total of 14,285,714 0.007 8,381,324 In November 2021, the Company received shareholder approval to increase the number of authorized shares from 7,142,857 14,285,714 0.007 |
INCOME TAXES
INCOME TAXES | 12 Months Ended |
Dec. 31, 2022 | |
Income Tax Disclosure [Abstract] | |
INCOME TAXES | Note 13. INCOME TAXES Deferred tax assets and valuation allowance The Company had, subject to limitation, approximately $ 18.4 million of net operating loss carryforwards at December 31, 2022, of which approximately $ 6.0 million will begin expiring in 2034. The remaining balance of approximately $ 12.4 million will carry forward indefinitely. A 100 % valuation allowance has been provided for the deferred tax benefits resulting from the net operating loss carryover due to a lack of earnings history. In addressing the realizability of deferred tax assets, management considers whether it is more likely than not that some portion or all of the deferred tax assets will not be realized. The ultimate realization of deferred tax assets is dependent upon the generation of future taxable income during the periods in which those temporary differences are deductible. The valuation allowance increased by approximately $ 0.8 million and $ 0.5 million for the years ended December 31, 2022, and 2021, respectively. Significant components of deferred tax assets are as follows: SCHEDULE OF DEFERRED TAX ASSETS December 31, 2022 2021 Deferred tax assets: Net operating loss carryover $ 3,871,192 $ 3,302,836 Stock compensation 477,055 434,645 Capitalized R&E costs 260,560 — Depreciation and amortization (7,337 ) 1,099 Other 5,708 3,974 Tax credits 443,867 484,778 Total deferred tax assets 5,051,045 4,227,332 Less: valuation allowance (5,051,045 ) (4,227,332 ) Net deferred tax assets $ — $ — bioAffinity Technologies, Inc. Notes to Consolidated Financial Statements For the Years Ended December 31, 2022 and 2021 The reconciliation of the statutory federal income tax rate to the Company’s effective tax rate for the years ended December 31, 2022 and 2021, was as follows: SCHEDULE OF RECONCILIATION OF STATUTORY FEDERAL INCOME TAX RATE Year Ended December 31, 2022 2021 Tax at federal statutory rate (21.0 )% (21.0 )% Permanent differences 10.4 14.8 Research and development credits 2.2 (1.9 ) Change in valuation allowance 10.1 8.1 Effective income tax rate — % — % Unrecognized tax benefits As of December 31, 2022 and 2021, the Company has unrecognized tax benefits related to tax credits of $ 190,229 49,646 no SCHEDULE OF UNRECOGNIZED TAX BENEFITS December 31, 2022 2021 Beginning balance $ 49,646 $ 70,893 Deductions based on tax positions related to the prior year 110,681 (21,247 ) Additions based on tax positions related to the current year 29,902 — Ending balance $ 190,229 $ 49,646 The Company is not under audit with any taxing jurisdiction at this time. The Company’s tax returns for the previous three years remain open for audit by the respective tax jurisdictions. |
RELATED PARTY TRANSACTIONS
RELATED PARTY TRANSACTIONS | 12 Months Ended |
Dec. 31, 2022 | |
Related Party Transactions [Abstract] | |
RELATED PARTY TRANSACTIONS | Note 14. RELATED PARTY TRANSACTIONS From August 2018 through July 2020, the Company has issued a total of $ 5.0 3.1 0.9 0.5 0.9 0.1 All of these notes bore interest at 8 4.20 In August 2022, Maria Zannes, the founder, President, Chief Executive Officer, and a director of the Company, purchased a Bridge Note in the principal amount of $ 99,000 23,672 23,571 5.25 In August 2022, Steven Girgenti, the Executive Chairman and a director of the Company, purchased a Bridge Note in the principal amount of $ 150,000 35,866 35,714 5.25 |
SUMMARY OF SIGNIFICANT ACCOUN_2
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Policies) | 6 Months Ended | 12 Months Ended |
Jun. 30, 2023 | Dec. 31, 2022 | |
Accounting Policies [Abstract] | ||
Use of Estimates | Use of Estimates The preparation of condensed consolidated financial statements in conformity with U.S. GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the consolidated financial statements and the reported amounts of revenues and expenses during the reporting period. Actual results could differ from those estimates. Significant estimates include the valuation allowance on the Company’s deferred tax assets, and the useful lives of fixed assets. | Use of Estimates The preparation of consolidated financial statements in conformity with GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the consolidated financial statements and the reported amounts of revenues and expenses during the reporting period. Actual results could differ from those estimates. Significant estimates include: the fair value of the Company’s Common Stock used to measure stock-based compensation for options granted to employees and nonemployees; the valuation allowance on the Company’s deferred tax assets; and the fair value of the convertible notes payable. |
Principles of Consolidation | Principles of Consolidation The accompanying condensed consolidated financial statements include all of the accounts of the Company and its wholly owned subsidiary, OncoSelect ® | Principles of Consolidation The accompanying consolidated financial statements include all of the accounts of the Company and its wholly owned subsidiary, Oncoselect Therapeutics, LLC. All significant intercompany balances and transactions have been eliminated in consolidation. |
Cash and Cash Equivalents | Cash and Cash Equivalents For the purpose of the statement of cash flows, the Company considers all highly liquid investments with original maturities of three months or less at the time of purchase to be cash equivalents. Cash equivalents are stated at cost, which approximates market value, because of the short maturity of these instruments. | Cash and Cash Equivalents For the purpose of the statement of cash flows, the Company considers all highly liquid investments with original maturities of three months or less at the time of purchase to be cash equivalents. Cash equivalents are stated at cost, which approximates market value, because of the short maturity of these instruments. |
Concentration of Risk | Concentration of Risk The Company has significant cash balances at financial institutions which throughout the year regularly exceed the federally insured limit of $ 250,000 | Concentration of Risk The Company has significant cash balances at financial institutions which throughout the year regularly exceed the federally insured limit of $ 250,000 |
Advertising expense | Advertising expense The Company expenses all advertising costs as incurred. Advertising expense was approximately $ 28,000 3,000 22,000 0 | Advertising expense The Company expenses all advertising costs as incurred. Advertising expense was approximately $ 3,000 no |
Loss Per Share | Loss Per Share Basic earnings (loss) per share is computed by dividing net income (loss) attributable to common stockholders by the weighted-average number of shares of the Company’s common stock, par value $0.007 per share (the “Common Stock”) outstanding during the period. Diluted earnings per share is computed by dividing net income attributable to common stockholders by the sum of the weighted-average number of shares of Common Stock outstanding during the period and the weighted-average number of dilutive Common Stock equivalents outstanding during the period, using the treasury stock method. Dilutive Common Stock equivalents are comprised of in-the-money stock options, convertible notes payable, and warrants based on the average stock price for each period using the treasury stock method. The following potentially dilutive securities have been excluded from the computations of weighted average shares of Common Stock outstanding as of June 30, 2023 and 2022, as they would be anti-dilutive: SCHEDULE OF POTENTIALLY DILUTIVE SECURITIES 2023 2022 As of June 30, 2023 2022 Convertible preferred stock — 776,871 Shares underlying options outstanding 806,392 883,690 Shares underlying warrants outstanding 4,649,952 2,057,740 Shares underlying convertible notes — 2,552,435 Anti-dilutive securities 5,556,344 6,270,736 | Loss Per Share Basic earnings (loss) per share is computed by dividing net income (loss) attributable to Common stockholders by the weighted-average number of common shares outstanding during the period. Diluted earnings per share is computed by dividing net income attributable to Common stockholders by the sum of the weighted-average number of common shares outstanding during the period and the weighted-average number of dilutive common share equivalents outstanding during the period, using the treasury stock method. Dilutive common share equivalents are comprised of in-the-money stock options, convertible notes payable, and warrants, based on the average stock price for each period using the treasury stock method. The following potentially dilutive securities have been excluded from the computations of weighted average shares outstanding as of December 31, 2022 and 2021, as they would be anti-dilutive: SCHEDULE OF POTENTIALLY DILUTIVE SECURITIES 2022 2021 Year Ended December 31, 2022 2021 Convertible preferred stock — 756,558 Shares underlying options outstanding 806,392 878,380 Shares underlying warrants outstanding 4,649,952 1,890,183 Shares underlying convertible notes outstanding — 2,357,941 Anti-dilutive securities 5,456,344 5,883,062 bioAffinity Technologies, Inc. Notes to Consolidated Financial Statements For the Years Ended December 31, 2022 and 2021 |
Revenue Recognition | Revenue Recognition Revenue is generated in three ways for the six months and three months, respectively, ended June 30, 2023: (1) royalties from the Company’s diagnostic test, CyPath ® 8,000 7,000 ® 3,000 3,000 ® 10,000 10,000 ® ® To determine revenue recognition for the arrangements that the Company determines are within the scope of ASC 606, Revenue from Contracts with Customers | Revenue Recognition Our revenue is generated exclusively from royalties for our first diagnostic test, CyPath ® ® To determine revenue recognition for the arrangements that the Company determines are within the scope of ASC 606, Revenue from Contracts with Customers, the Company performs the following five steps: (1) identify the contract(s) with a customer, (2) identify the performance obligations in the contract, (3) determine the transaction price, (4) allocate the transaction price to the performance obligations in the contract, and (5) recognize revenue when (or as) the entity satisfies a performance obligation. |
Reclassifications | Reclassifications Certain prior year balances have been reclassified to conform to current year presentation. The Company reclassified patent expenses and annuity costs of approximately $ 101,000 59,000 | Reclassifications Certain prior year balances have been reclassified to conform to current year presentation. The Company reclassified patent and annuity costs of approximately $ 236,000 188,000 bioAffinity Technologies, Inc. Notes to Consolidated Financial Statements For the Years Ended December 31, 2022 and 2021 |
Recently Issued Accounting Pronouncements | Recent Accounting Pronouncements The Company continues to monitor new accounting pronouncements issued by the Financial Accounting Standards Board (“FASB”) and does not believe any accounting pronouncements issued through the date of this Quarterly Report will have a material impact on the Company’s condensed consolidated financial statements. | Recently Issued Accounting Pronouncements In December 2019, the Financial Accounting Standards Board (“FASB”) issued Accounting Standards Update (“ASU”) No. 2019-12, Income Taxes (Topic 740): Simplifying the Accounting for Income Taxes (ASU 2019-12). ASU 2019-12 removes certain exceptions to the general principles in Topic 740 and also clarifies and amends existing guidance to improve consistency in application. ASU 2019-12 will be effective for public entities for interim and annual periods beginning after December 15, 2020, with early adoption permitted. The Company adopted ASU 2019-12 and concluded there is no impact on the Company’s consolidated financial statements. In August 2020, the FASB issued ASU No. 2020-06, Debt – Debt with Conversion and Other Options (Subtopic 470-20) and Derivatives and Hedging – Contracts in Entity’s Own Equity (Subtopic 815-40): Accounting for Convertible Instruments and Contracts in an Entity’s Own Equity, which simplifies the accounting for convertible instruments by eliminating the requirement to separate embedded conversion features from the host contract when the conversion features are not required to be accounted for as derivatives under Topic 815, Derivatives and Hedging, or that do not result in substantial premiums accounted for as paid-in capital. By removing the separation model, a convertible debt instrument will be reported as a single liability instrument with no separate accounting for embedded conversion features. This new standard also removes certain settlement conditions that are required for contracts to qualify for equity classification and simplifies the diluted earnings per share calculations by requiring that an entity use the if-converted method and that the effect of potential share settlement be included in diluted earnings per share calculations. The new standard will be effective for fiscal years beginning after December 15, 2023, for smaller reporting companies. As the Company currently does not have debt with conversion and other options, the Company does not believe the adoption will have a material impact on our consolidated financial statements. |
Accounts and Other Receivables, Net | Accounts and Other Receivables, Net Accounts and other receivables, net consists of amounts invoiced to Precision Pathology Services (“Precision Pathology”), a CAP-accredited, CLIA-certified clinical pathology laboratory and our licensee for royalties from sales of our first diagnostic test, CyPath® Lung. The allowance for doubtful accounts is based on forecasted losses and a review on a specific identification basis of the collectability of outstanding receivables. As of December 31, 2022 and 2021, there is no allowance for doubtful accounts. | |
Prepaid Expenses and Other Assets | Prepaid Expenses and Other Assets Prepaid expenses and other assets consist of prepaid insurance, maintenance contracts, dues, and legal retainers, etc. Expense is calculated using the straight-line method over the estimated useful lives of the respective term of service. | |
Deferred Offering Costs | Deferred Offering Costs The Company capitalizes certain legal, accounting, and other third-party fees that are directly related to the Company’s equity financings, including its IPO, until such financings are consummated. After consummation of the equity financing, these costs are recorded as a reduction of the proceeds received as a result of the financing. The Company capitalized certain legal, accounting, and other third-party fees that were directly related to the Company’s IPO. After the completion of the IPO in September 2022, total deferred offering costs of approximately $ 1.8 8,000 | |
Property and Equipment, Net | Property and Equipment, Net Property and equipment are stated at cost less accumulated depreciation and amortization. Depreciation is calculated using the straight-line method over the estimated useful lives of the respective assets, generally three ( 3 Property and equipment is reviewed for impairment whenever events or changes in circumstances indicate that the carrying amount of such assets may not be recoverable. The Company recognizes an impairment charge in the event the net book value of such assets exceeds the future undiscounted cash flows attributable to the asset group. No impairment losses were incurred during the years ended December 31, 2022 and 2021, respectively. bioAffinity Technologies, Inc. Notes to Consolidated Financial Statements For the Years Ended December 31, 2022 and 2021 | |
Patent Expenses | Patent Expenses Costs related to filing and pursuing patent applications, as well as costs related to maintaining the Company’s existing patent portfolio, are recorded as expenses as incurred since recoverability of such expenditures is uncertain. | |
Stock-Based Compensation Expense | Stock-Based Compensation Expense Compensation expense related to stock options granted to employees and non-employees is measured at the grant date based on the estimated fair value of the award and is recognized on a straight-line basis over the requisite service period. Forfeitures are recognized as a reduction of stock-based compensation expense as they occur. The Company estimates the fair value of stock option grants using the Black-Scholes option pricing model. The Black-Scholes option pricing model used to compute share-based compensation expense requires use of accounting judgment and financial estimates. Items requiring estimation include the expected term option holders will retain their vested stock options before exercising them and the estimated volatility of the Company’s Common Stock price over the expected term of a stock option. Application of alternative assumptions could result in different share-based compensation amounts being recorded in the financial statements. See Note 11 for additional disclosures related to stock-based compensation. | |
Income Taxes | Income Taxes Income taxes are accounted for under the asset and liability method. Deferred tax assets and liabilities are recognized for the future tax consequences attributable to differences between the financial statement carrying amounts of existing assets and liabilities and their respective tax bases and operating loss and tax credit carryforwards. Deferred tax assets and liabilities are measured using enacted tax rates expected to apply to taxable income in the years in which those temporary differences are expected to be recovered or settled. The effect on deferred tax assets and liabilities of a change in tax rates is recognized in operations in the period that includes the enactment date. A valuation allowance is provided when it is more likely than not that some portion or all of a deferred tax asset will not be realized. The ultimate realization of deferred tax assets is dependent upon the generation of future taxable income and the reversal of deferred tax liabilities during the period in which the related temporary difference becomes deductible. The Company includes interest and penalties related to uncertain tax positions as part of income tax expense, if any. No such interest or penalties were recognized during the years ended December 31, 2022 and 2021, and the Company had no accruals for interest and penalties at December 31, 2022 or 2021. | |
Segment Information | Segment Information The Company is organized as a single operating segment, whereby its chief operating decision maker assesses the performance of and allocates resources to the business as a whole. | |
Fair Value of Financial Instruments | Fair Value of Financial Instruments Assets and liabilities recorded at fair value on a recurring basis in the consolidated balance sheets are categorized based upon 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. Valuation techniques used to measure fair value must maximize the use of observable inputs and minimize the use of unobservable inputs. The three-tier fair value hierarchy for disclosure of fair value measurements is as follows: ● Level 1 inputs consist of unadjusted quoted prices in active markets for identical assets or liabilities and have the highest priority. ● Level 2 valuations are based on quoted prices in markets that are not active. ● Level 3 valuations are based on inputs that are unobservable and supported by little or no market activity. See Note 7 for the fair value hierarchy table and inputs used in the fair value measurement for assets and liabilities. | |
Research and Development | Research and Development Research and development costs are charged to expense as incurred. The Company’s research and development expenses consist primarily of expenditures for lab operations, preclinical studies, compensation, and consulting costs. The Company incurred research and development expenses of $ 1.1 million and $ 1.0 million for the years ended December 31, 2022 and 2021, respectively. | |
Accrued Research and Development Costs | Accrued Research and Development Costs The Company records accrued liabilities for estimated costs of research and development activities conducted by service providers, which include preclinical studies. The Company records the estimated costs of research and development activities based upon the estimated amount of services provided but not yet invoiced and includes these costs in accrued expenses in the accompanying balance sheets and within research and development expense in the accompanying consolidated statements of operations. The Company accrues for these costs based on factors such as estimates of the work completed and in accordance with agreements established with service providers. The Company makes significant judgments and estimates in determining the accrued expenses balance in each reporting period. As actual costs become known, the Company adjusts its accrued liabilities. The Company has not experienced any material differences between accrued costs and actual costs incurred since its inception. | |
Regulatory Matters | Regulatory Matters Regulations imposed by federal, state, and local authorities in the United States are a significant factor in providing medical care. In the United States, drugs, biological products, and medical devices are regulated by the United States Food, Drug and Cosmetic Act, which is administered by the U.S. Food and Drug Administration (“FDA”) and the Center for Medicare and Medicaid. The Company has not yet obtained marketing authorization from the FDA but is able to market its CyPath® Lung test as a Laboratory Developed test licensed to and sold by Precision Pathology Services, a CAP-accredited, CLIA-certified clinical pathology laboratory. |
SUMMARY OF SIGNIFICANT ACCOUN_3
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Tables) | 6 Months Ended | 12 Months Ended |
Jun. 30, 2023 | Dec. 31, 2022 | |
Accounting Policies [Abstract] | ||
SCHEDULE OF POTENTIALLY DILUTIVE SECURITIES | The following potentially dilutive securities have been excluded from the computations of weighted average shares of Common Stock outstanding as of June 30, 2023 and 2022, as they would be anti-dilutive: SCHEDULE OF POTENTIALLY DILUTIVE SECURITIES 2023 2022 As of June 30, 2023 2022 Convertible preferred stock — 776,871 Shares underlying options outstanding 806,392 883,690 Shares underlying warrants outstanding 4,649,952 2,057,740 Shares underlying convertible notes — 2,552,435 Anti-dilutive securities 5,556,344 6,270,736 | SCHEDULE OF POTENTIALLY DILUTIVE SECURITIES 2022 2021 Year Ended December 31, 2022 2021 Convertible preferred stock — 756,558 Shares underlying options outstanding 806,392 878,380 Shares underlying warrants outstanding 4,649,952 1,890,183 Shares underlying convertible notes outstanding — 2,357,941 Anti-dilutive securities 5,456,344 5,883,062 |
PREPAID EXPENSES AND OTHER CU_2
PREPAID EXPENSES AND OTHER CURRENT ASSETS (Tables) | 6 Months Ended | 12 Months Ended |
Jun. 30, 2023 | Dec. 31, 2022 | |
Prepaid Expenses And Other Current Assets | ||
SCHEDULE OF PREPAID EXPENSES AND OTHER CURRENT ASSETS | Prepaid expenses and other current assets are summarized below: SCHEDULE OF PREPAID EXPENSES AND OTHER CURRENT ASSETS June 30, 2023 December 31, 2022 Prepaid insurance $ 104,294 $ 340,078 Legal and professional 47,200 72,048 Other 128,193 119,773 Total prepaid expenses and other current assets $ 279,686 $ 531,899 | Prepaid expenses and other current assets at December 31, 2022 and 2021, are summarized below: SCHEDULE OF PREPAID EXPENSES AND OTHER CURRENT ASSETS 2022 2021 December 31, 2022 2021 Prepaid insurance $ 340,078 $ 16,765 Legal and professional 72,048 55,081 Other 119,773 4,219 Total prepaid expenses and other current assets $ 531,899 $ 76,065 |
PROPERTY AND EQUIPMENT, NET (Ta
PROPERTY AND EQUIPMENT, NET (Tables) | 6 Months Ended | 12 Months Ended |
Jun. 30, 2023 | Dec. 31, 2022 | |
Property, Plant and Equipment [Abstract] | ||
SCHEDULE OF PROPERTY AND EQUIPMENT | Property and equipment are summarized below: SCHEDULE OF PROPERTY AND EQUIPMENT June 30, 2023 December 31, 2022 Lab equipment $ 488,718 $ 462,155 Computers and software 31,076 21,463 Property and equipment, gross 519,794 483,618 Accumulated depreciation (312,417 ) (269,180 ) Total property and equipment, net $ 207,377 $ 214,438 | Property and equipment at December 31, 2022 and 2021, are summarized below: SCHEDULE OF PROPERTY AND EQUIPMENT 2022 2021 December 31, 2022 2021 Lab equipment $ 462,155 $ 242,168 Computers and software 21,463 21,463 Property and equipment, gross 483,618 263,631 Less: accumulated depreciation and amortization (269,180 ) (258,998 ) Total property and equipment, net $ 214,438 $ 4,633 |
ACCRUED EXPENSES (Tables)
ACCRUED EXPENSES (Tables) | 6 Months Ended | 12 Months Ended |
Jun. 30, 2023 | Dec. 31, 2022 | |
Payables and Accruals [Abstract] | ||
SCHEDULE OF ACCRUED EXPENSES | Accrued expenses are summarized below: SCHEDULE OF ACCRUED EXPENSES June 30, 2023 December 31, 2022 Compensation $ 276,519 $ 340,680 Legal and professional 179,416 144,440 Clinical 54,728 50,922 Other 5,000 5,852 Total accrued expenses $ 515,663 $ 541,894 | Accrued expenses at December 31, 2022 and 2021, are summarized below: SCHEDULE OF ACCRUED EXPENSES 2022 2021 December 31, 2022 2021 Compensation $ 340,680 $ 277,185 Legal and professional 144,440 166,069 Clinical 50,922 39,481 Other 5,852 766 Total accrued expenses $ 541,894 $ 483,501 |
FAIR VALUE MEASUREMENTS (Tables
FAIR VALUE MEASUREMENTS (Tables) | 6 Months Ended | 12 Months Ended |
Jun. 30, 2023 | Dec. 31, 2022 | |
Fair Value Disclosures [Abstract] | ||
SCHEDULE OF FAIR VALUE INSTRUMENTS | SCHEDULE OF FAIR VALUE INSTRUMENTS | SCHEDULE OF FAIR VALUE INSTRUMENTS Fair value measured at December 31, 2021 Total at December 31, 2021 Quoted Prices in active markets Significant other observable inputs Significant unobservable inputs Convertible notes payable $ 11,152,151 — — $ 11,152,151 |
SCHEDULE OF FAIR VALUE ASSETS AND LIABILITIES | SCHEDULE OF FAIR VALUE ASSETS AND LIABILITIES | SCHEDULE OF FAIR VALUE ASSETS AND LIABILITIES Fair value Valuation technique Unobservable Input Range (weighted average) Convertible notes payable at 12/31/21 $ 11,152,151 Risky Put + Stock Payoff Probability weighting assigned to automatic and optional conversion scenarios 90 10 % Applied discount rate 79.1 % Common share class volatility 46.1 % Preferred stock class volatility 3.9 % Negotiation discount 1.6 % |
SCHEDULE OF CHANGE IN FAIR VALUE | SCHEDULE OF CHANGE IN FAIR VALUE | SCHEDULE OF CHANGE IN FAIR VALUE Fair value of convertible notes payable at December 31, 2020 $ 9,767,461 Convertible notes payable issued 3,295,000 Debt discount for warrants issued (1,665,956 ) Accretion of debt issuance costs 480,574 Change in fair value of convertible notes payable (724,928 ) Fair value of convertible notes payable at December 31, 2021 $ 11,152,151 Additional convertible notes payable issued 724,000 Repayment of convertible notes payable (100,000 ) Debt discount for warrants issued (870,245 ) Accretion of debt issuance costs 2,055,627 Change in fair value of convertible notes payable 1,866,922 Transfer from level 3 to level 2 (325,000 ) Conversion of convertible notes payable into common stock (14,503,455 ) Fair value of convertible notes payable at December 31, 2022 $ — |
STOCK-BASED COMPENSATION (Table
STOCK-BASED COMPENSATION (Tables) | 6 Months Ended | 12 Months Ended |
Jun. 30, 2023 | Dec. 31, 2022 | |
Share-Based Payment Arrangement [Abstract] | ||
SUMMARY OF STOCK-BASED COMPENSATION EXPENSE RECOGNIZED FOR STOCK OPTION AWARDS | The Company has recorded stock-based compensation expense (credit) related to the issuance of restricted stock awards in the following line items in the accompanying condensed consolidated statement of operations: SUMMARY OF STOCK-BASED COMPENSATION EXPENSE RECOGNIZED FOR STOCK OPTION AWARDS 2023 2022 2023 2022 Three Months Ended Six Months Ended 2023 2022 2023 2022 Research and development $ 10,620 $ 2,363 $ 21,889 $ 7,860 General and administrative 159,634 24,322 305,979 124,872 Total stock-based compensation expense $ 170,255 $ 26,685 $ 327,868 $ 132,732 | The Company has recorded stock-based compensation expense related to the issuance of stock option awards in the following line items in the accompanying consolidated statements of operations: SUMMARY OF STOCK-BASED COMPENSATION EXPENSE RECOGNIZED FOR STOCK OPTION AWARDS 2022 2021 Research and development $ 7,832 $ 25,262 Selling, general and administrative 240,760 17,750 Total stock-based compensation expense $ 248,592 $ 43,012 |
SUMMARY OF OPTION ACTIVITY | The following table summarizes stock option activity under the Plan: SUMMARY OF OPTION ACTIVITY Number of Weighted-average Weighted-average Aggregate Outstanding at December 31, 2022 806,392 $ 4.33 Granted — — Exercised — — Forfeited — — Outstanding at June 30, 2023 806,392 $ 4.33 3.8 $ 271,298 Vested and exercisable at June 30, 2023 803,813 $ 4.32 3.7 $ 271,298 | The following table summarizes stock option activity under the Plan: SUMMARY OF OPTION ACTIVITY Number of Weighted- Weighted- Aggregate Outstanding at December 31, 2020 824,104 $ 4.10 Granted 79,273 5.49 Exercised — — Forfeited (24,997 ) 7.70 Outstanding at December 31, 2021 878,380 $ 4.12 Granted 7,142 4.20 Exercised (64,848 ) 1.16 Forfeited (14,282 ) 5.95 Outstanding at December 31, 2022 806,392 $ 4.33 4.0 $ 164,255 Vested and exercisable at December 31, 2022 800,838 $ 4.31 4.0 $ 164,255 |
SUMMARY OF RESTRICTED STOCK AWARD | The following table summarizes restricted stock award activity under the Plan: SUMMARY OF RESTRICTED STOCK AWARD Number of restricted stock awards (RSA) Weighted-average grant price FMV on grant date Vested number of RSA Unvested number of RSA Balance at December 31, 2022 114,920 $ 3.56 $ 409,437 32,008 82,912 Granted 219,812 1.82 401,079 174,043 Forfeited — — — — — Balance at June 30, 2023 806,392 $ 4.33 $ 810,517 206,051 128,681 | |
SCHEDULE OF FAIR VALUE ASSUMPTIONS | The following table summarizes weighted-average assumptions using the Black-Scholes option-pricing model used on the date of the grants issued during the six months ended June 30, 2022. No stock options have been issued during the six months ended June 30, 2023: SCHEDULE OF FAIR VALUE ASSUMPTIONS 2022 Fair value of Common Stock $ 4.62 Volatility 63.9 % Expected term (years) 6.0 Risk-free interest rate 2.20 % Dividend yield 0 % | The following table summarizes weighted-average assumptions using the Black-Scholes option-pricing model used on the date of the grants issued during the years ended December 31, 2022, and 2021, respectively: SCHEDULE OF FAIR VALUE ASSUMPTIONS 2022 2021 Fair value of Common Stock $ 4.62 $ 3.79 Volatility 63.9 % 72.8 % Expected term (years) 6.0 6.1 Risk-free interest rate 2.20 % 1.14 % Dividend yield 0 % 0 % |
WARRANTS (Tables)
WARRANTS (Tables) | 6 Months Ended | 12 Months Ended |
Jun. 30, 2023 | Dec. 31, 2022 | |
Warrants | ||
SCHEDULE OF FAIR VALUE OF WARRANTS | SCHEDULE OF FAIR VALUE OF WARRANTS | The following table summarizes the calculated aggregate fair values for the warrant derivative liability using the Black-Scholes method based on the following assumptions at December 31, 2022: SCHEDULE OF FAIR VALUE OF WARRANTS Exercise price per share of warrant $ 5.25 Fair market closing price per share of Common Stock $ 4.13 Volatility 107 121 % Expected term (years) 5.0 Risk-free interest rate 1.37 1.62 % Dividend yield 0 % |
CONVERTIBLE NOTES PAYABLE (Tabl
CONVERTIBLE NOTES PAYABLE (Tables) | 12 Months Ended |
Dec. 31, 2022 | |
Debt Disclosure [Abstract] | |
SCHEDULE OF CONVERTIBLE NOTES PAYABLE | The Company elected to account for the convertible notes payable at fair value with any changes in fair value being recognized through the consolidated statements of operations until the convertible notes are settled. The fair value of the convertible notes was determined with the assistance of a third-party specialist, considering the value of the notes payable that would be received by converting into common stock in each scenario, plus a put option. In coordination with the Company’s IPO, the notes were converted to Common Stock. Convertible notes payable consisted of the following: SCHEDULE OF CONVERTIBLE NOTES PAYABLE December 31, 2021 Secured convertible notes payable $ 5,041,957 Unsecured convertible notes payable 3,740,000 Principal amount of convertible notes payable 8,781,957 Debt issuance costs (1,185,382 ) Fair value adjustments on convertible notes payable 3,555,576 Total convertible notes payable $ 11,152,151 |
INCOME TAXES (Tables)
INCOME TAXES (Tables) | 12 Months Ended |
Dec. 31, 2022 | |
Income Tax Disclosure [Abstract] | |
SCHEDULE OF DEFERRED TAX ASSETS | SCHEDULE OF DEFERRED TAX ASSETS December 31, 2022 2021 Deferred tax assets: Net operating loss carryover $ 3,871,192 $ 3,302,836 Stock compensation 477,055 434,645 Capitalized R&E costs 260,560 — Depreciation and amortization (7,337 ) 1,099 Other 5,708 3,974 Tax credits 443,867 484,778 Total deferred tax assets 5,051,045 4,227,332 Less: valuation allowance (5,051,045 ) (4,227,332 ) Net deferred tax assets $ — $ — |
SCHEDULE OF RECONCILIATION OF STATUTORY FEDERAL INCOME TAX RATE | The reconciliation of the statutory federal income tax rate to the Company’s effective tax rate for the years ended December 31, 2022 and 2021, was as follows: SCHEDULE OF RECONCILIATION OF STATUTORY FEDERAL INCOME TAX RATE Year Ended December 31, 2022 2021 Tax at federal statutory rate (21.0 )% (21.0 )% Permanent differences 10.4 14.8 Research and development credits 2.2 (1.9 ) Change in valuation allowance 10.1 8.1 Effective income tax rate — % — % |
SCHEDULE OF UNRECOGNIZED TAX BENEFITS | SCHEDULE OF UNRECOGNIZED TAX BENEFITS December 31, 2022 2021 Beginning balance $ 49,646 $ 70,893 Deductions based on tax positions related to the prior year 110,681 (21,247 ) Additions based on tax positions related to the current year 29,902 — Ending balance $ 190,229 $ 49,646 |
NATURE OF OPERATIONS, ORGANIZ_2
NATURE OF OPERATIONS, ORGANIZATION, AND BASIS OF PRESENTATION (Details Narrative) - USD ($) | 1 Months Ended | 12 Months Ended | |||||
Sep. 06, 2022 | Jun. 23, 2022 | Sep. 30, 2022 | Dec. 31, 2022 | Jun. 30, 2023 | Dec. 31, 2021 | Nov. 30, 2021 | |
Accumulated deficit | $ 36,667,468 | $ 39,940,431 | $ 28,513,355 | ||||
Cash and cash equivalents | $ 11,413,759 | $ 8,279,182 | $ 1,360,638 | ||||
Total assets, percent | 93% | 93% | |||||
Common stock par value | $ 0.007 | $ 0.007 | $ 0.007 | $ 0.007 | |||
Reverse stock split | 1-for-7 reverse stock split | ||||||
Tradeable Warrant [Member] | |||||||
Warrant exercise price | $ 7.35 | ||||||
Non Tradeable Warrant [Member] | |||||||
Warrant exercise price | $ 7.656 | ||||||
Common Stock [Member] | |||||||
Stock issued during period, shares | 1,282,600 | ||||||
Common stock par value | $ 0.007 | $ 0.007 | |||||
IPO [Member] | |||||||
Stock issued during period, shares | 1,282,600 | ||||||
Offering price, per share | $ 6.125 | ||||||
Initial public offering, description | Each Unit consists of (i) one share of the Company’s common stock, par value $0.007 per share (“Common Stock”), (ii) one tradeable warrant (a “Tradeable Warrant”) exercisable for the purchase of one share of Common Stock at an exercise price of $7.35 per share, and (iii) one non-tradeable warrant (a “Non-tradeable Warrant”) exercisable for the purchase of one share of Common Stock at an exercise price of $7.656 per share. | ||||||
Common stock par value | $ 0.007 | ||||||
Gross proceeds before underwriting discounts, commissions and offering expenses | $ 7,800,000 | ||||||
Convertible notes converted amount | $ 16,100,000 | $ 16,100,000 | |||||
Number of shares issued in debt conversion | 2,533,964 | 2,533,964 | |||||
IPO [Member] | Convertible Preferred Stock [Member] | |||||||
Number of shares converted | 5,296,044 | ||||||
IPO [Member] | Tradeable Warrant [Member] | |||||||
Warrant exercise price | $ 7.35 | ||||||
IPO [Member] | Non Tradeable Warrant [Member] | |||||||
Warrant exercise price | $ 7.656 | ||||||
IPO [Member] | Common Stock [Member] | |||||||
Number of shares issued during conversion | 756,558 |
SCHEDULE OF POTENTIALLY DILUTIV
SCHEDULE OF POTENTIALLY DILUTIVE SECURITIES (Details) - shares | 6 Months Ended | 12 Months Ended | ||
Jun. 30, 2023 | Jun. 30, 2022 | Dec. 31, 2022 | Dec. 31, 2021 | |
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | ||||
Anti-dilutive securities | 5,556,344 | 6,270,736 | 5,456,344 | 5,883,062 |
Convertible Preferred Stock [Member] | ||||
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | ||||
Anti-dilutive securities | 776,871 | 756,558 | ||
Share-Based Payment Arrangement, Option [Member] | ||||
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | ||||
Anti-dilutive securities | 806,392 | 883,690 | 806,392 | 878,380 |
Warrant [Member] | ||||
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | ||||
Anti-dilutive securities | 4,649,952 | 2,057,740 | 4,649,952 | 1,890,183 |
Convertible Debt Securities [Member] | ||||
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | ||||
Anti-dilutive securities | 2,552,435 | 2,357,941 |
SUMMARY OF SIGNIFICANT ACCOUN_4
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Details Narrative) - USD ($) | 3 Months Ended | 6 Months Ended | 12 Months Ended | |||
Jun. 30, 2023 | Jun. 30, 2022 | Jun. 30, 2023 | Jun. 30, 2022 | Dec. 31, 2022 | Dec. 31, 2021 | |
Product Information [Line Items] | ||||||
Insured limit | $ 250,000 | $ 250,000 | $ 250,000 | |||
Advertising expense | 22,000 | $ 0 | 28,000 | $ 3,000 | 3,000 | $ 0 |
Deferred offering costs | $ 1,800,000 | 8,000 | ||||
Property and equipment estimated useful lives | 3 years | |||||
Research and development expenses | 335,125 | 248,419 | 704,741 | 528,267 | $ 1,142,777 | 1,007,476 |
Selling, General and Administrative Expenses [Member] | ||||||
Product Information [Line Items] | ||||||
Patent and annuity costs | $ 236,000 | $ 188,000 | ||||
Selling, General and Administrative Expenses [Member] | Revision of Prior Period, Adjustment [Member] | ||||||
Product Information [Line Items] | ||||||
Reclassified patent expenses and annuity costs | $ 59,000 | $ 101,000 | ||||
Diagnostic Test [Member] | ||||||
Product Information [Line Items] | ||||||
Revenues | 7,000 | 8,000 | ||||
Cytometry Services [Member] | ||||||
Product Information [Line Items] | ||||||
Revenues | 3,000 | 3,000 | ||||
U. S. Department Of Defense [Member] | ||||||
Product Information [Line Items] | ||||||
Revenues | $ 10,000 | $ 10,000 |
SCHEDULE OF PREPAID EXPENSES AN
SCHEDULE OF PREPAID EXPENSES AND OTHER CURRENT ASSETS (Details) - USD ($) | Jun. 30, 2023 | Dec. 31, 2022 | Dec. 31, 2021 |
Prepaid Expenses And Other Current Assets | |||
Prepaid insurance | $ 104,294 | $ 340,078 | $ 16,765 |
Legal and professional | 47,200 | 72,048 | 55,081 |
Other | 128,193 | 119,773 | 4,219 |
Total prepaid expenses and other current assets | $ 279,686 | $ 531,899 | $ 76,065 |
SCHEDULE OF PROPERTY AND EQUIPM
SCHEDULE OF PROPERTY AND EQUIPMENT (Details) - USD ($) | Jun. 30, 2023 | Dec. 31, 2022 | Dec. 31, 2021 |
Property, Plant and Equipment [Line Items] | |||
Property and equipment, gross | $ 519,794 | $ 483,618 | $ 263,631 |
Less: accumulated depreciation and amortization | (312,417) | (269,180) | (258,998) |
Total property and equipment, net | 207,377 | 214,438 | 4,633 |
Lab Equipment [Member] | |||
Property, Plant and Equipment [Line Items] | |||
Property and equipment, gross | 488,718 | 462,155 | 242,168 |
Computer And Software [Member] | |||
Property, Plant and Equipment [Line Items] | |||
Property and equipment, gross | $ 31,076 | $ 21,463 | $ 21,463 |
PROPERTY AND EQUIPMENT, NET (De
PROPERTY AND EQUIPMENT, NET (Details Narrative) - USD ($) | 3 Months Ended | 6 Months Ended | 12 Months Ended | |||
Jun. 30, 2023 | Jun. 30, 2022 | Jun. 30, 2023 | Jun. 30, 2022 | Dec. 31, 2022 | Dec. 31, 2021 | |
Property, Plant and Equipment [Abstract] | ||||||
Depreciation | $ 21,000 | $ 1,000 | $ 41,000 | $ 2,000 | ||
Depreciation and amortization | $ 43,236 | $ 2,079 | $ 10,182 | $ 4,817 |
SCHEDULE OF ACCRUED EXPENSES (D
SCHEDULE OF ACCRUED EXPENSES (Details) - USD ($) | Jun. 30, 2023 | Dec. 31, 2022 | Dec. 31, 2021 |
Payables and Accruals [Abstract] | |||
Compensation | $ 276,519 | $ 340,680 | $ 277,185 |
Legal and professional | 179,416 | 144,440 | 166,069 |
Clinical | 54,728 | 50,922 | 39,481 |
Other | 5,000 | 5,852 | 766 |
Total accrued expenses | $ 515,663 | $ 541,894 | $ 483,501 |
UNEARNED REVENUE (Details Narra
UNEARNED REVENUE (Details Narrative) | Jun. 30, 2023 USD ($) |
Revenue Recognition and Deferred Revenue [Abstract] | |
Deferred revenue | $ 43,000 |
LOAN PAYABLE (Details Narrative
LOAN PAYABLE (Details Narrative) - USD ($) | 1 Months Ended | 3 Months Ended | 6 Months Ended | 12 Months Ended | |||||||
Sep. 30, 2022 | Apr. 30, 2022 | Jun. 30, 2021 | Mar. 31, 2021 | Apr. 30, 2020 | Jun. 30, 2023 | Jun. 30, 2022 | Jun. 30, 2023 | Jun. 30, 2022 | Dec. 31, 2022 | Dec. 31, 2021 | |
Short-Term Debt [Line Items] | |||||||||||
Loan payable | $ 42,334 | $ 42,334 | $ 251,746 | ||||||||
Gain on extinguishment of debt | $ 212,258 | $ 212,258 | 212,258 | $ 239,200 | |||||||
Short-Term Debt [Member] | |||||||||||
Short-Term Debt [Line Items] | |||||||||||
Loan payable | $ 500,000 | ||||||||||
Loan payment term | ten monthly payments | ||||||||||
Loan periodic payment amount | $ 42,000 | ||||||||||
Loan interest rate | 4.30% | ||||||||||
Loan periodic payment amount | $ 42,000 | $ 42,000 | $ 252,000 | ||||||||
PPP Loan [Member] | |||||||||||
Short-Term Debt [Line Items] | |||||||||||
Loan payable | $ 200,000 | $ 200,000 | |||||||||
Loan interest rate | 1% | 1% | |||||||||
Loan maturity term | 5 years | 2 years | |||||||||
Gain on extinguishment of debt | $ 212,000 | $ 239,000 |
COMMITMENTS AND CONTINGENCIES (
COMMITMENTS AND CONTINGENCIES (Details Narrative) - USD ($) | 3 Months Ended | 6 Months Ended | 12 Months Ended | |||
Jun. 30, 2023 | Jun. 30, 2022 | Jun. 30, 2023 | Jun. 30, 2022 | Dec. 31, 2022 | Dec. 31, 2021 | |
Commitments and Contingencies Disclosure [Abstract] | ||||||
Rent expense | $ 26,000 | $ 13,000 | $ 53,000 | $ 26,000 | $ 65,000 | $ 52,000 |
COMMON STOCK (Details Narrative
COMMON STOCK (Details Narrative) - $ / shares | Jun. 30, 2023 | Jun. 06, 2023 | Jun. 05, 2023 | Dec. 31, 2022 | Jun. 23, 2022 | Dec. 31, 2021 | Nov. 30, 2021 |
Common stock, shares authorized | 25,000,000 | 14,285,715 | 14,285,714 | 14,285,714 | |||
Common stock par value | $ 0.007 | $ 0.007 | $ 0.007 | $ 0.007 | |||
Common stock, shares issued | 8,381,324 | 2,677,140 | |||||
Common Stock [Member] | |||||||
Common stock, shares authorized | 25,000,000 | 25,000,000 | |||||
Common stock par value | $ 0.007 | $ 0.007 | |||||
Common stock, shares issued | 8,555,365 | 8,381,324 |
SUMMARY OF STOCK-BASED COMPENSA
SUMMARY OF STOCK-BASED COMPENSATION EXPENSE RECOGNIZED FOR STOCK OPTION AWARDS (Details) - USD ($) | 3 Months Ended | 6 Months Ended | 12 Months Ended | |||
Jun. 30, 2023 | Jun. 30, 2022 | Jun. 30, 2023 | Jun. 30, 2022 | Dec. 31, 2022 | Dec. 31, 2021 | |
Share-Based Payment Arrangement, Expensed and Capitalized, Amount [Line Items] | ||||||
Total stock-based compensation expense | $ 170,255 | $ 26,685 | $ 327,868 | $ 132,732 | $ 248,592,000 | $ 43,012,000 |
Research and Development Expense [Member] | ||||||
Share-Based Payment Arrangement, Expensed and Capitalized, Amount [Line Items] | ||||||
Total stock-based compensation expense | 10,620 | 2,363 | 21,889 | 7,860 | 7,832,000 | 25,262,000 |
Selling, General and Administrative Expenses [Member] | ||||||
Share-Based Payment Arrangement, Expensed and Capitalized, Amount [Line Items] | ||||||
Total stock-based compensation expense | $ 159,634 | $ 24,322 | $ 305,979 | $ 124,872 | $ 240,760,000 | $ 17,750,000 |
SUMMARY OF OPTION ACTIVITY (Det
SUMMARY OF OPTION ACTIVITY (Details) - USD ($) | 6 Months Ended | 12 Months Ended | ||
Jun. 30, 2023 | Jun. 30, 2022 | Dec. 31, 2022 | Dec. 31, 2021 | |
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items] | ||||
Options Outstanding, beginning balance | 806,392 | 878,380 | 878,380 | 824,104 |
Weighted-Average Exercise Price Outstanding, ending balance | $ 4.33 | $ 4.12 | $ 4.12 | $ 4.10 |
Options Granted | 0 | 7,142 | 7,142 | 79,273 |
Weighted-Average Exercise Price, Granted | $ 4.20 | $ 5.49 | ||
Options Exercised | 0 | 0 | 64,848 | |
Weighted-Average Exercise Price, Exercised | $ 1.16 | |||
Options, Forfeited | 14,282 | 24,997 | ||
Weighted-Average Exercise Price,Forfeited | $ 5.95 | $ 7.70 | ||
Options Outstanding, ending balance | 806,392 | 878,380 | ||
Weighted-Average Exercise Price Outstanding, ending balance | $ 4.33 | $ 4.12 | ||
Weighted- Average Remaining Contractual Term, Outstanding | 4 years | |||
Aggregate Intrinsic Value Outstanding, ending balance | $ 164,255 | |||
Options, Vested and exercisable | 800,838 | |||
Weighted-Average Exercise Price, Vested and exercisable | $ 4.31 | |||
Weighted- Average Remaining Contractual Term, Vested and exercisable | 4 years | |||
Aggregate Intrinsic Value, Vested and exercisable | $ 164,255 | |||
Options Exercised | 0 | 0 | (64,848) | |
Options, Forfeited | (14,282) | (24,997) | ||
Equity Incentive Plan [Member] | ||||
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items] | ||||
Options Outstanding, beginning balance | 806,392 | |||
Weighted-Average Exercise Price Outstanding, ending balance | $ 4.33 | |||
Options Granted | 0 | |||
Weighted-Average Exercise Price, Granted | ||||
Options Exercised | 0 | |||
Weighted-Average Exercise Price, Exercised | ||||
Options, Forfeited | ||||
Weighted-Average Exercise Price,Forfeited | ||||
Options Outstanding, ending balance | 806,392 | 806,392 | ||
Weighted-Average Exercise Price Outstanding, ending balance | $ 4.33 | $ 4.33 | ||
Weighted- Average Remaining Contractual Term, Outstanding | 3 years 9 months 18 days | |||
Aggregate Intrinsic Value Outstanding, ending balance | $ 271,298 | |||
Options, Vested and exercisable | 803,813 | |||
Weighted-Average Exercise Price, Vested and exercisable | $ 4.32 | |||
Weighted- Average Remaining Contractual Term, Vested and exercisable | 3 years 8 months 12 days | |||
Aggregate Intrinsic Value, Vested and exercisable | $ 271,298 | |||
Options Exercised | 0 | |||
Options, Forfeited |
SUMMARY OF RESTRICTED STOCK AWA
SUMMARY OF RESTRICTED STOCK AWARD (Details) - USD ($) | 6 Months Ended | 12 Months Ended | ||
Jun. 30, 2023 | Jun. 30, 2022 | Dec. 31, 2022 | Dec. 31, 2021 | |
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items] | ||||
Restricted stock awards, Granted | 0 | 7,142 | 7,142 | 79,273 |
Vested number of RSA, Forfeited | 143,023 | |||
Equity Incentive Plan [Member] | ||||
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items] | ||||
Restricted stock awards, Granted | 0 | |||
Restricted Stock [Member] | ||||
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items] | ||||
Vested number of RSA, Forfeited | 31,020 | |||
Restricted Stock [Member] | Equity Incentive Plan [Member] | ||||
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items] | ||||
Restricted stock awards, Beginning Balance | 114,920 | |||
Weighted-average grant price, Beginning Balance | $ 3.56 | |||
FMV on grant date, Beginning Balance | $ 409,437 | |||
Vested number of RSA, Beginning Balance | 32,008 | |||
Unvested number of RSA, Beginning Balance | 82,912 | |||
Restricted stock awards, Granted | 219,812 | |||
Weighted-average grant price, Granted | $ 1.82 | |||
FMV on grant date, Granted | $ 401,079 | |||
Vested number of RSA, Granted | 174,043 | |||
Restricted stock awards, Forfeited | ||||
Weighted-average grant price, Forfeited | ||||
FMV on grant date, Forfeited | ||||
Vested number of RSA, Forfeited | ||||
Unvested number of RSA, Forfeited | ||||
Restricted stock awards, Ending Balance | 806,392 | 114,920 | ||
Weighted-average grant price, Ending Balance | $ 4.33 | $ 3.56 | ||
FMV on grant date, Ending Balance | $ 810,517 | $ 409,437 | ||
Vested number of RSA, Ending Balance | 206,051 | 32,008 | ||
Unvested number of RSA, Ending Balance | 128,681 | 82,912 |
SCHEDULE OF FAIR VALUE ASSUMPTI
SCHEDULE OF FAIR VALUE ASSUMPTIONS (Details) - $ / shares | 6 Months Ended | 12 Months Ended | |
Jun. 30, 2022 | Dec. 31, 2022 | Dec. 31, 2021 | |
Share-Based Payment Arrangement [Abstract] | |||
Fair value of Common Stock | $ 4.62 | $ 4.62 | $ 3.79 |
Volatility | 63.90% | 63.90% | 72.80% |
Expected term (in years) | 6 years | 6 years | 6 years 1 month 6 days |
Risk-free interest rate | 2.20% | 2.20% | 1.14% |
Dividend yield | 0% | 0% | 0% |
STOCK-BASED COMPENSATION (Detai
STOCK-BASED COMPENSATION (Details Narrative) - USD ($) | 6 Months Ended | 12 Months Ended | |||||
Jun. 30, 2023 | Jun. 30, 2022 | Dec. 31, 2022 | Dec. 31, 2021 | Jun. 06, 2023 | Jun. 05, 2023 | Nov. 30, 2021 | |
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items] | |||||||
Grant option, outstanding | 2,000,000 | 1,100,000 | |||||
Common stock, shares authorized | 14,285,714 | 14,285,714 | 25,000,000 | 14,285,715 | |||
Unrecognized compensation | $ 0 | $ 0 | |||||
Options exercised, shares | 0 | 0 | 64,848 | ||||
Grant date fair value of options granted | 0 | 7,142 | 7,142 | 79,273 | |||
Weighted-average grant date fair value of options granted | $ 2.84 | $ 2.84 | $ 2.23 | ||||
Restricted stock awards | 143,023 | ||||||
Shares reserved | 1,100,000 | ||||||
Options exercised, value | $ 74,900 | ||||||
Equity Incentive Plan [Member] | |||||||
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items] | |||||||
Options exercised, shares | 0 | ||||||
Grant date fair value of options granted | 0 | ||||||
Restricted Stock [Member] | |||||||
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items] | |||||||
Restricted stock awards | 31,020 | ||||||
Restricted Stock [Member] | Equity Incentive Plan [Member] | |||||||
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items] | |||||||
Grant date fair value of options granted | 219,812 | ||||||
Restricted stock awards | |||||||
Restricted Stock Units (RSUs) [Member] | |||||||
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items] | |||||||
Grant date fair value of options granted | 14,999 | 7,856 | |||||
Unissued shares | 5,000 | 6,000 | |||||
Weighted average period | 1 year 8 months 12 days | ||||||
Minimum [Member] | |||||||
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items] | |||||||
Common stock, shares authorized | 1,142,857 | 7,142,857 | |||||
Maximum [Member] | |||||||
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items] | |||||||
Common stock, shares authorized | 2,000,000 | 14,285,714 |
SCHEDULE OF FAIR VALUE INSTRUME
SCHEDULE OF FAIR VALUE INSTRUMENTS (Details) - USD ($) | Dec. 31, 2022 | Dec. 31, 2021 |
Platform Operator, Crypto-Asset [Line Items] | ||
Convertible notes payable | $ 11,152,151 | |
Fair Value, Inputs, Level 1 [Member] | ||
Platform Operator, Crypto-Asset [Line Items] | ||
Convertible notes payable | ||
Fair Value, Inputs, Level 2 [Member] | ||
Platform Operator, Crypto-Asset [Line Items] | ||
Convertible notes payable | ||
Fair Value, Inputs, Level 3 [Member] | ||
Platform Operator, Crypto-Asset [Line Items] | ||
Convertible notes payable | $ 11,152,151 |
SCHEDULE OF FAIR VALUE ASSETS A
SCHEDULE OF FAIR VALUE ASSETS AND LIABILITIES (Details) - USD ($) | Dec. 31, 2022 | Dec. 31, 2021 |
Fair value | $ 11,152,151 | |
Applied Discount Rate [Member] | ||
Weighted average | 79.10% | |
Common Share Class Volatility [Member] | ||
Weighted average | 46.10% | |
Preferred Stock Class Volatility [Member] | ||
Weighted average | 3.90% | |
Negotiation Discount [Member] | ||
Weighted average | 1.60% | |
Maximum [Member] | ||
Weighted average | 90% | |
Minimum [Member] | ||
Weighted average | 10% |
SCHEDULE OF CHANGE IN FAIR VALU
SCHEDULE OF CHANGE IN FAIR VALUE (Details) - USD ($) | 12 Months Ended | |
Dec. 31, 2022 | Dec. 31, 2021 | |
Warrants | ||
Fair value of convertible notes payable at December 31, 2021 | $ 11,152,151 | $ 9,767,461 |
Convertible notes payable issued | 3,295,000 | |
Debt discount for warrants issued | (870,245) | (1,665,956) |
Accretion of debt issuance costs | 2,055,627 | 480,574 |
Change in fair value of convertible notes payable | 1,866,922 | (724,928) |
Additional convertible notes payable issued | 724,000 | |
Repayment of convertible notes payable | (100,000) | |
Transfer from level 3 to level 2 | (325,000) | |
Conversion of convertible notes payable | (14,503,455) | |
Fair value of convertible notes payable at December 31, 2022 | $ 11,152,151 |
WARRANTS (Details Narrative)
WARRANTS (Details Narrative) - USD ($) | 1 Months Ended | 6 Months Ended | 12 Months Ended | ||||
Sep. 30, 2022 | Aug. 31, 2022 | Jun. 30, 2023 | Jun. 30, 2022 | Dec. 31, 2022 | Dec. 31, 2021 | Mar. 31, 2017 | |
Aggregate warrants | 4,649,952 | 4,649,952 | |||||
Class of warrant description | Pursuant to the underwriting agreement dated August 31, 2022, (the “Underwriting Agreement”) between the Company and WallachBeth Capital, LLC, as representative of the underwriters (the “Underwriters”), and solely for purposes of covering any over-allotments made in connection with our IPO, we granted the Underwriters an option to purchase up to an additional 192,390 shares of Common Stock at the Offering Price per Unit less $0.02, and/or up to 192,390 Tradeable Warrants at $0.01 per Tradeable Warrant, and/or up to 192,390 Non-tradeable Warrants at $0.01 per Non-tradeable Warrant, or any combination of additional shares of Common Stock, Tradeable Warrants, and Non-tradeable Warrants representing in the aggregate up to 15% of the number of Units sold in the IPO (the “Over-Allotment Option”). The Over-Allotment Option was exercisable for a period of 45 days from the date of our Final Prospectus | ||||||
Fair value of warrants | $ 500,000 | $ 700,000 | |||||
Interest expense | 2,100,000 | 500,000 | |||||
Convertible debt | 700,000 | $ 3,300,000 | |||||
Fair Value, Inputs, Level 2 [Member] | |||||||
Convertible notes payable | $ 325,000 | ||||||
Bridge Notes [Member] | |||||||
Aggregate warrants | 226,842 | 464,272 | |||||
Fair value of warrants | $ 4,100,000 | ||||||
Stock issued for conversion of debt, value | $ 2,700,000 | ||||||
Accrued interest rate | 6% | ||||||
Aggregate warrants | $ 1,419,483 | ||||||
Warrant [Member] | |||||||
Exercise price | $ 6.15 | $ 6.15 | $ 7 | ||||
Exercise of warrants | 0 | 0 | |||||
Warrants exercised | 1,036,486 | 0 | |||||
Net proceeds from direct offering costs | $ 7,700,000 | ||||||
Aggregate warrants | $ 6,428 | ||||||
Warrant [Member] | Bridge Notes [Member] | |||||||
Exercise price | $ 5.25 | $ 4.20 | |||||
Tradeable Warrant [Member] | |||||||
Exercise price | $ 7.35 | ||||||
Warrants exercised | 1,282,600 | ||||||
Tradeable Warrant [Member] | Over-Allotment Option [Member] | |||||||
Exercise price | $ 0.01 | ||||||
Warrants exercised | 110,167 | ||||||
Tradeable Warrant [Member] | Underwriting Agreement [Member] | |||||||
Exercise price | $ 0.01 | ||||||
Stock issued during period, shares | 192,390 | ||||||
Non Tradeable Warrant [Member] | |||||||
Exercise price | $ 7.656 | ||||||
Warrants exercised | 1,282,600 | ||||||
Non Tradeable Warrant [Member] | Over-Allotment Option [Member] | |||||||
Exercise price | $ 0.01 | ||||||
Warrants exercised | 110,167 | ||||||
Non Tradeable Warrant [Member] | Underwriting Agreement [Member] | |||||||
Exercise price | $ 0.01 | ||||||
Stock issued during period, shares | 192,390 | ||||||
Common Stock [Member] | |||||||
Stock issued during period, shares | 1,282,600 | ||||||
Common Stock [Member] | Underwriting Agreement [Member] | |||||||
Exercise price | $ 0.02 | ||||||
Stock issued during period, shares | 192,390 |
SCHEDULE OF CONVERTIBLE NOTES P
SCHEDULE OF CONVERTIBLE NOTES PAYABLE (Details) - USD ($) | Dec. 31, 2022 | Dec. 31, 2021 |
Short-Term Debt [Line Items] | ||
Principal amount of convertible notes payable | $ 8,781,957 | |
Debt issuance costs | (1,185,382) | |
Fair value adjustments on convertible notes payable | 3,555,576 | |
Total convertible notes payable | 11,152,151 | |
Secured Debt [Member] | ||
Short-Term Debt [Line Items] | ||
Principal amount of convertible notes payable | 5,041,957 | |
Unsecured Debt [Member] | ||
Short-Term Debt [Line Items] | ||
Principal amount of convertible notes payable | $ 3,740,000 |
CONVERTIBLE NOTES PAYABLE (Deta
CONVERTIBLE NOTES PAYABLE (Details Narrative) | 1 Months Ended | 3 Months Ended | 9 Months Ended | 12 Months Ended | 24 Months Ended | |||||||
Sep. 06, 2022 USD ($) shares | Oct. 31, 2022 USD ($) | Sep. 30, 2022 USD ($) $ / shares shares | Dec. 31, 2022 USD ($) $ / shares shares | Dec. 31, 2021 USD ($) $ / shares shares | Sep. 30, 2021 USD ($) $ / shares | Jun. 30, 2021 USD ($) $ / shares shares | Sep. 30, 2022 USD ($) $ / shares shares | Jun. 30, 2021 USD ($) $ / shares shares | Dec. 31, 2022 USD ($) $ / shares shares | Dec. 31, 2021 USD ($) $ / shares shares | Jul. 31, 2020 USD ($) $ / shares shares | |
Short-Term Debt [Line Items] | ||||||||||||
Convertible debt | $ 700,000 | $ 3,300,000 | $ 700,000 | $ 3,300,000 | ||||||||
Convertible notes payable at fair value | 11,152,151 | 11,152,151 | ||||||||||
Conversion price per share | $ / shares | $ 4.20 | $ 4.20 | ||||||||||
Payment for note not converted | $ 425,000 | |||||||||||
Related Party [Member] | ||||||||||||
Short-Term Debt [Line Items] | ||||||||||||
Notes payable to related parties | $ 100,000 | $ 100,000 | $ 100,000 | $ 3,100,000 | ||||||||
Convertible Notes Payable [Member] | ||||||||||||
Short-Term Debt [Line Items] | ||||||||||||
Notes converted amount | 900,000 | |||||||||||
Convertible notes payable at fair value | 900,000 | 900,000 | 900,000 | 5,000,000 | ||||||||
Notes payable to related parties | 100,000 | 500,000 | 500,000 | 2,700,000 | ||||||||
Proceeds from issued and sale of equity | $ 5,000,000 | $ 5,000,000 | $ 5,000,000 | $ 5,000,000 | ||||||||
Conversion price percentage | 0.80 | 0.80 | 0.80 | 0.70 | ||||||||
Conversion price per share | $ / shares | $ 6.62 | $ 6.62 | $ 6.62 | $ 6.62 | ||||||||
Maturity date | Dec. 31, 2020 | |||||||||||
Interest rate | 8% | 8% | 8% | 8% | ||||||||
Maturity date extension description | The Company obtained the necessary noteholder approvals to extend the maturity date of the notes in December 2021 to May 2022 and in May 2022 to August 2022. In July 2022, the Company obtained approval from a majority of the noteholders to extend the maturity date from August 31, 2022, to October 31, 2022, for certain Bridge Notes in exchange for a Common Stock purchase warrant equal to the principal amount of each note divided by 10.5. | The Company obtained the necessary noteholder approvals to extend the maturity date of the notes in November 2021 to May 31, 2022, and in May 2022 to August 2022. In July 2022, the Company obtained approval from a majority of the noteholders to extend the maturity date from August 31, 2022, to October 31, 2022, for certain Bridge Notes in exchange for a Common Stock purchase warrant equal to the principal amount of each note divided by 10.5. | ||||||||||
Warrants to purchase common stock | shares | 79,795 | 79,795 | 478,446 | |||||||||
Warrants exercise price | $ / shares | $ 5.25 | $ 5.25 | $ 5.25 | |||||||||
Maturity period | 2022-12 | 2022-12 | 2021-10 | |||||||||
Payment for note not converted | $ 100,000 | |||||||||||
Notes payable | $ 900,000 | $ 900,000 | $ 900,000 | |||||||||
Bridge Notes [Member] | ||||||||||||
Short-Term Debt [Line Items] | ||||||||||||
Notes converted amount | $ 2,300,000 | $ 2,300,000 | ||||||||||
Conversion price per share | $ / shares | $ 4.20 | $ 4.20 | $ 4.20 | $ 4.20 | ||||||||
Maturity date | May 31, 2022 | May 31, 2022 | ||||||||||
Interest rate | 6% | 6% | 6% | 6% | ||||||||
Maturity date extension description | In May 2022, the Company obtained the necessary noteholder approvals to extend the maturity date of the notes to August 31, 2022. In July 2022, the Company obtained approval from a majority of the noteholders to extend the maturity date to October 31, 2022, for certain Bridge Notes in exchange for a Common Stock purchase warrant equal to the principal amount of the note divided by 10.5. | In May 2022, the Company obtained the necessary noteholder approvals to extend the maturity date of the notes to August 31, 2022. In July 2022, the Company obtained approval from a majority of the noteholders to extend the maturity date to October 31, 2022, for certain Bridge Notes in exchange for a Common Stock purchase warrant equal to the principal amount of the note divided by 10.5. | ||||||||||
Warrants to purchase common stock | shares | 758,227 | 758,227 | 758,227 | 758,227 | ||||||||
Warrants exercise price | $ / shares | $ 5.25 | $ 5.25 | $ 5.25 | $ 5.25 | $ 5.25 | $ 5.25 | ||||||
Payment for note not converted | $ 325,000 | |||||||||||
Notes payable | $ 2,600,000 | $ 2,600,000 | $ 2,600,000 | $ 2,600,000 | ||||||||
Warrants term | 5 years | 5 years | ||||||||||
Bridge Notes [Member] | Placement Agent [Member] | ||||||||||||
Short-Term Debt [Line Items] | ||||||||||||
Warrants to purchase common stock | shares | 54,464 | 54,464 | ||||||||||
Commission percentage | 9% | 9% | ||||||||||
IPO [Member] | ||||||||||||
Short-Term Debt [Line Items] | ||||||||||||
Notes converted amount | $ 16,100,000 | 16,100,000 | ||||||||||
Convertible debt | 9,100,000 | 9,100,000 | ||||||||||
Accrued interest | 1,600,000 | 1,600,000 | ||||||||||
DebtInstrument fair value | $ 5,400,000 | $ 5,400,000 | ||||||||||
Number of shares issued in debt conversion | shares | 2,533,964 | 2,533,964 |
SCHEDULE OF FAIR VALUE OF WARRA
SCHEDULE OF FAIR VALUE OF WARRANTS (Details) | Dec. 31, 2022 $ / shares |
Measurement Input, Risk Free Interest Rate [Member] | |
Fair Value Measurement Inputs and Valuation Techniques [Line Items] | |
Exercise price | $ 5.25 |
Warrants rights and outstadning measurement | 4.13 |
Measurement Input, Risk Free Interest Rate [Member] | Minimum [Member] | |
Fair Value Measurement Inputs and Valuation Techniques [Line Items] | |
Warrants rights and outstadning measurement | 1.37 |
Measurement Input, Risk Free Interest Rate [Member] | Maximum [Member] | |
Fair Value Measurement Inputs and Valuation Techniques [Line Items] | |
Warrants rights and outstadning measurement | 1.62 |
Measurement Input, Price Volatility [Member] | Minimum [Member] | |
Fair Value Measurement Inputs and Valuation Techniques [Line Items] | |
Warrants rights and outstadning measurement | 107 |
Measurement Input, Price Volatility [Member] | Maximum [Member] | |
Fair Value Measurement Inputs and Valuation Techniques [Line Items] | |
Warrants rights and outstadning measurement | 121 |
Measurement Input, Expected Term [Member] | |
Fair Value Measurement Inputs and Valuation Techniques [Line Items] | |
Expected term (years) | 5 years |
Measurement Input, Expected Dividend Rate [Member] | |
Fair Value Measurement Inputs and Valuation Techniques [Line Items] | |
Warrants rights and outstadning measurement | 0 |
CONVERTIBLE PREFERRED STOCK A_2
CONVERTIBLE PREFERRED STOCK AND STOCKHOLDERS’ EQUITY (DEFICIT) (Details Narrative) - USD ($) | 1 Months Ended | 12 Months Ended | |||||
Jun. 23, 2022 | Jul. 31, 2017 | Dec. 31, 2022 | Dec. 31, 2021 | Jun. 06, 2023 | Jun. 05, 2023 | Nov. 30, 2021 | |
Subsidiary, Sale of Stock [Line Items] | |||||||
Reverse stock split | 1-for-7 reverse stock split | ||||||
Common stock par value | $ 0.007 | $ 0.007 | $ 0.007 | $ 0.007 | |||
Preferred stock, shares authorized | 20,000,000 | ||||||
Preferred stock par value | $ 0.001 | ||||||
Proceeds from issuance of private placement | 0 | 0 | |||||
Net proceeds | $ 6,027,414 | ||||||
Preferred stock, shares outstanding | 0 | 0 | |||||
Conversion price per share | $ 4.20 | ||||||
Common stock, shares authorized | 14,285,714 | 14,285,714 | 25,000,000 | 14,285,715 | |||
Common stock, shares issued | 8,381,324 | 2,677,140 | |||||
Minimum [Member] | |||||||
Subsidiary, Sale of Stock [Line Items] | |||||||
Common stock, shares authorized | 1,142,857 | 7,142,857 | |||||
Maximum [Member] | |||||||
Subsidiary, Sale of Stock [Line Items] | |||||||
Common stock, shares authorized | 2,000,000 | 14,285,714 | |||||
Series A Preferred Stock [Member] | |||||||
Subsidiary, Sale of Stock [Line Items] | |||||||
Reverse stock split | 1-for-7 reverse stock split | ||||||
Proceeds from issuance of private placement | 600,000 | ||||||
Net proceeds | $ 1,500,000 | ||||||
Shares issued for exchange of notes payable and accrued interest | $ 2,600,000 | ||||||
Number of shares issued in debt conversion | 756,558 | ||||||
Preferred stock voting rights | Each share of Series A preferred stock was entitled to the number of votes equal to the number of shares of Common Stock into which each share of Series A preferred stock could be converted at the record date for determination of the stockholders entitled to vote. The voting rights and powers were equal to the voting rights and powers of the Common Stock. For so long as 30% or more of the shares of Series A preferred stock remain outstanding, the holders of the Series A preferred stock, voting together as a single class, were entitled to elect one director of the Company | ||||||
Dividend discription | The holders of shares of Series A preferred stock were entitled to receive dividends, when, as, and if declared by the Company’s board of directors, out of any assets legally available therefor, prior, and in preference to any declaration of payment of any dividend on the Company’s Common Stock at the rate of 8% per share. The right to receive dividends was not cumulative, and no right to such dividends would accrue to the holders of Series A preferred stock by reason of the fact that dividends on such shares are not declared or paid in any year | ||||||
Number of shares issued during conversion | 756,558 | ||||||
Conversion price per share | $ 3 | ||||||
Gross proceeds | $ 10,000,000 | ||||||
Share issued price per share | $ 7.70 | ||||||
Private Placement [Member] | |||||||
Subsidiary, Sale of Stock [Line Items] | |||||||
Proceeds from issuance of private placement | 200,000 |
SCHEDULE OF DEFERRED TAX ASSETS
SCHEDULE OF DEFERRED TAX ASSETS (Details) - USD ($) | Dec. 31, 2022 | Dec. 31, 2021 |
Income Tax Disclosure [Abstract] | ||
Net operating loss carryover | $ 3,871,192 | $ 3,302,836 |
Stock compensation | 477,055 | 434,645 |
Capitalized R&E costs | 260,560 | |
Depreciation and amortization | (7,337) | 1,099 |
Other | 5,708 | 3,974 |
Tax credits | 443,867 | 484,778 |
Total deferred tax assets | 5,051,045 | 4,227,332 |
Less: valuation allowance | (5,051,045) | (4,227,332) |
Net deferred tax assets |
SCHEDULE OF RECONCILIATION OF S
SCHEDULE OF RECONCILIATION OF STATUTORY FEDERAL INCOME TAX RATE (Details) | 12 Months Ended | |
Dec. 31, 2022 | Dec. 31, 2021 | |
Income Tax Disclosure [Abstract] | ||
Tax at federal statutory rate | (21.00%) | (21.00%) |
Permanent differences | 10.40% | 14.80% |
Research and development credits | 2.20% | (1.90%) |
Change in valuation allowance | 10.10% | 8.10% |
Effective income tax rate |
SCHEDULE OF UNRECOGNIZED TAX BE
SCHEDULE OF UNRECOGNIZED TAX BENEFITS (Details) - USD ($) | 12 Months Ended | |
Dec. 31, 2022 | Dec. 31, 2021 | |
Income Tax Disclosure [Abstract] | ||
Beginning balance | $ 49,646 | $ 70,893 |
Deductions based on tax positions related to the prior year | 110,681 | (21,247) |
Additions based on tax positions related to the current year | 29,902 | |
Ending balance | $ 190,229 | $ 49,646 |
INCOME TAXES (Details Narrative
INCOME TAXES (Details Narrative) - USD ($) | 12 Months Ended | ||
Dec. 31, 2022 | Dec. 31, 2021 | Dec. 31, 2020 | |
Tax Credit Carryforward [Line Items] | |||
Net operating loss carryforwards | $ 18,400,000 | ||
Valuation allowance percentage | 100% | ||
Increased in valuation allowance | $ 800,000 | $ 500,000 | |
Unrecognized tax benefits | 190,229 | $ 49,646 | $ 70,893 |
Recognized tax benefits income tax penalties | 0 | ||
Expiring In Two Thousand Thirty Four [Member] | |||
Tax Credit Carryforward [Line Items] | |||
Net operating loss carryforwards | 6,000,000 | ||
Indefinitely [Member] | |||
Tax Credit Carryforward [Line Items] | |||
Net operating loss carryforwards | $ 12,400,000 |
RELATED PARTY TRANSACTIONS (Det
RELATED PARTY TRANSACTIONS (Details Narrative) - USD ($) | 1 Months Ended | 12 Months Ended | ||||
Aug. 31, 2022 | Dec. 31, 2022 | Dec. 31, 2021 | Sep. 30, 2021 | Jun. 30, 2021 | Jul. 31, 2020 | |
Related Party Transaction [Line Items] | ||||||
Convertible notes payable at fair value | $ 11,152,151 | |||||
Debt conversion rate | 8% | |||||
Conversion of debt price per share | $ 4.20 | |||||
Principal amount | $ 8,781,957 | |||||
Chief Executive Officer [Member] | ||||||
Related Party Transaction [Line Items] | ||||||
Principal amount | $ 99,000 | |||||
Converted common stock | 23,672 | |||||
Warrants to purchase common stock | 23,571 | |||||
Warrants exercise price | $ 5.25 | |||||
Steven Girgenti [Member] | ||||||
Related Party Transaction [Line Items] | ||||||
Principal amount | $ 150,000 | |||||
Converted common stock | 35,866 | |||||
Warrants to purchase common stock | 35,714 | |||||
Warrants exercise price | $ 5.25 | |||||
Related Party [Member] | ||||||
Related Party Transaction [Line Items] | ||||||
Notes payable to related parties | $ 100,000 | $ 100,000 | $ 3,100,000 | |||
Convertible Notes Payable [Member] | ||||||
Related Party Transaction [Line Items] | ||||||
Convertible notes payable at fair value | 900,000 | 900,000 | 5,000,000 | |||
Notes payable to related parties | $ 100,000 | $ 500,000 | $ 2,700,000 | |||
Conversion of debt price per share | $ 6.62 | $ 6.62 | $ 6.62 | |||
Warrants to purchase common stock | 79,795 | 478,446 | ||||
Warrants exercise price | $ 5.25 | $ 5.25 |