Cover
Cover - shares | 9 Months Ended | |
Sep. 30, 2023 | Nov. 08, 2023 | |
Document Type | 10-Q | |
Amendment Flag | false | |
Document Quarterly Report | true | |
Document Transition Report | false | |
Document Period End Date | Sep. 30, 2023 | |
Document Fiscal Period Focus | Q3 | |
Document Fiscal Year Focus | 2023 | |
Current Fiscal Year End Date | --12-31 | |
Entity File Number | 001-41463 | |
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 Current Reporting Status | Yes | |
Entity Interactive Data Current | Yes | |
Entity Filer Category | Non-accelerated Filer | |
Entity Small Business | true | |
Entity Emerging Growth Company | true | |
Elected Not To Use the Extended Transition Period | false | |
Entity Shell Company | false | |
Entity Common Stock, Shares Outstanding | 9,502,243 | |
Common Stock, par value $0.007 per share | ||
Title of 12(b) Security | Common Stock, par value $0.007 per share | |
Trading Symbol | BIAF | |
Security Exchange Name | NASDAQ | |
Tradeable Warrants to purchase Common Stock | ||
Title of 12(b) Security | Tradeable Warrants to purchase Common Stock | |
Trading Symbol | BIAFW | |
Security Exchange Name | NASDAQ |
Condensed Consolidated Balance
Condensed Consolidated Balance Sheets - USD ($) | Sep. 30, 2023 | Dec. 31, 2022 |
Current assets: | ||
Cash and cash equivalents | $ 4,509,236 | $ 11,413,759 |
Accounts and other receivables, net | 1,108,414 | 10,489 |
Inventory | 9,908 | 5,540 |
Prepaid expenses and other current assets | 382,651 | 531,899 |
Total current assets | 6,010,209 | 11,961,687 |
Non-current assets: | ||
Property and equipment, net | 512,152 | 214,438 |
Operating lease right-of-use asset, net | 392,347 | |
Finance lease right-to-use, net | 1,262,087 | |
Goodwill | 1,148,553 | |
Intangible assets, net | 848,056 | |
Other assets | 16,060 | 6,000 |
Total assets | 10,189,464 | 12,182,125 |
Current liabilities: | ||
Accounts payable | 827,407 | 345,042 |
Accrued expenses | 643,786 | 541,894 |
Unearned revenue | 38,250 | |
Operating lease liability, current portion | 90,863 | |
Finance lease liability, current portion | 358,282 | |
Loan payable | 251,746 | |
Total current liabilities | 1,958,588 | 1,138,682 |
Non-current liabilities: | ||
Finance lease liability, net of current portion | 929,570 | |
Operating lease liability, net of current portion | 307,397 | |
Total liabilities | 3,195,555 | 1,138,682 |
Commitments and contingencies (See Note 9) | ||
Stockholders’ equity: | ||
Preferred stock, par value $0.001 per share; 20,000,000 shares authorized; no shares issued or outstanding at September 30, 2023, and December 31, 2022 | ||
Common stock, par value $0.007 per share; 25,000,000 and 14,285,714 shares authorized; 9,216,883 and 8,381,324 issued and outstanding at September 30, 2023 and at December 31, 2022, respectively. | 64,535 | 58,669 |
Additional paid-in capital | 49,160,689 | 47,652,242 |
Accumulated deficit | (42,231,315) | (36,667,468) |
Total stockholders’ equity | 6,993,909 | 11,043,443 |
Total liabilities and stockholders’ equity | $ 10,189,464 | $ 12,182,125 |
Condensed Consolidated Balanc_2
Condensed Consolidated Balance Sheets (Parenthetical) - $ / shares | Sep. 30, 2023 | Dec. 31, 2022 |
Statement of Financial Position [Abstract] | ||
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, par value | $ 0.007 | $ 0.007 |
Common stock, shares authorized | 25,000,000 | 14,285,714 |
Common stock, shares issued | 9,216,883 | 8,381,324 |
Common stock, shares outstanding | 9,216,883 | 8,381,324 |
Condensed Consolidated Statemen
Condensed Consolidated Statements of Operations (Unaudited) - USD ($) | 3 Months Ended | 9 Months Ended | |||
Sep. 30, 2023 | Sep. 30, 2022 | Sep. 30, 2023 | Sep. 30, 2022 | ||
Income Statement [Abstract] | |||||
Net Revenue | [1] | $ 298,484 | $ 1,150 | $ 319,143 | $ 2,457 |
Cost of sales | 74,704 | 146 | 76,025 | 292 | |
Gross profit | 223,780 | 1,004 | 243,118 | 2,165 | |
Operating expenses: | |||||
Research and development | 330,376 | 319,744 | 1,035,118 | 949,388 | |
Clinical development | 106,422 | 60,941 | 161,310 | 141,684 | |
Selling, general and administrative | 2,023,917 | 595,702 | 4,576,708 | 1,295,558 | |
Depreciation and amortization | 57,569 | 773 | 100,805 | 2,852 | |
Total operating expenses | 2,518,284 | 977,160 | 5,873,941 | 2,389,482 | |
Loss from operations | (2,294,504) | (976,156) | (5,630,823) | (2,387,317) | |
Other income (expense): | |||||
Interest income | 27,193 | 7,414 | 109,971 | 8,261 | |
Interest expense | (8,785) | (896,502) | (11,801) | (2,443,350) | |
Other income | 4,606 | 4,606 | |||
Other expense | (17,100) | (17,100) | |||
Gain on extinguishment of debt | 212,258 | ||||
Fair value adjustments on convertible notes payable | (3,053,914) | (1,866,922) | |||
Net loss before provision for income taxes | (2,288,590) | (4,919,158) | (5,545,147) | (6,477,070) | |
Income tax expense | (2,294) | (300) | (18,700) | (2,460) | |
Net loss | $ (2,290,884) | $ (4,919,458) | $ (5,563,847) | $ (6,479,530) | |
Net loss per common share, basic | $ (0.26) | $ (1.17) | $ (0.65) | $ (2.03) | |
Net loss per common share, diluted | $ (0.26) | $ (1.17) | $ (0.65) | $ (2.03) | |
Weighted average common shares outstanding, basic | 8,696,554 | 4,203,781 | 8,551,154 | 3,194,765 | |
Weighted average common shares outstanding, diluted | 8,696,554 | 4,203,781 | 8,551,154 | 3,194,765 | |
[1]The three months ended revenue for PPLS and its controlling interest entity, Village Oaks, only recognizes partial period of September 19 through September 30, 2023. |
Condensed Consolidated Statem_2
Condensed Consolidated Statements of Stockholders' Equity (Deficit) (Unaudited) - USD ($) | Preferred Stock [Member] | Common Stock [Member] | Additional Paid-in Capital [Member] | Retained Earnings [Member] | Total |
Balance, value at Dec. 31, 2021 | $ 4,044,318 | $ 18,740 | $ 12,703,896 | $ (28,513,355) | $ (15,790,719) |
Balance, shares at Dec. 31, 2021 | 756,558 | 2,677,140 | |||
Stock-based compensation expense | $ 127 | 211,618 | 211,745 | ||
Stock-based compensation expense, shares | 18,154 | ||||
Net loss | (6,479,530) | (6,479,530) | |||
Beneficial conversion feature for bridge notes | 348,219 | 348,219 | |||
Return of capital from stock split | (185) | (185) | |||
Debt discount for warrants issued | 383,696 | 383,696 | |||
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 | ||
Common stock issued upon initial public offering, net of underwriters commission and offering costs, 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 | |||
Balance, value at Sep. 30, 2022 | $ 58,588 | 47,532,797 | (34,992,885) | $ 12,598,500 | |
Balance, shares at Sep. 30, 2022 | 8,369,750 | ||||
Balance, value at Jun. 30, 2022 | $ 4,044,318 | $ 18,861 | 13,268,237 | (30,073,427) | (16,786,329) |
Balance, shares at Jun. 30, 2022 | 756,558 | 2,694,459 | |||
Stock-based compensation expense | $ 6 | 79,007 | 79,013 | ||
Stock-based compensation expense, shares | 835 | ||||
Net loss | (4,919,458) | (4,919,458) | |||
Beneficial conversion feature for bridge notes | 134,277 | 134,277 | |||
Debt discount for warrants issued | 165,723 | 165,723 | |||
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 | ||
Common stock issued upon initial public offering, net of underwriters commission and offering costs, 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 | ||||
Balance, value at Sep. 30, 2022 | $ 58,588 | 47,532,797 | (34,992,885) | 12,598,500 | |
Balance, shares at Sep. 30, 2022 | 8,369,750 | ||||
Balance, value at Dec. 31, 2022 | $ 58,669 | 47,652,242 | (36,667,468) | 11,043,443 | |
Balance, shares at Dec. 31, 2022 | 8,381,324 | ||||
Stock-based compensation expense | $ 1,911 | 512,402 | 514,313 | ||
Stock-based compensation expense, shares | 270,587 | ||||
Stock issued for acquisition | $ 3,955 | 996,045 | 1,000,000 | ||
Stock issued for acquisition, shares | 564,972 | ||||
Net loss | (5,563,847) | $ (5,563,847) | |||
Common stock issued upon initial public offering, net of underwriters commission and offering costs, shares | 9,350,297 | ||||
Exercise of stock options, shares | 0 | ||||
Balance, value at Sep. 30, 2023 | $ 64,535 | 49,160,689 | (42,231,315) | $ 6,993,909 | |
Balance, shares at Sep. 30, 2023 | 9,216,883 | ||||
Balance, value at Jun. 30, 2023 | $ 59,887 | 47,978,892 | (39,940,431) | 8,098,348 | |
Balance, shares at Jun. 30, 2023 | 8,555,365 | ||||
Stock-based compensation expense | $ 693 | 185,752 | 186,445 | ||
Stock-based compensation expense, shares | 96,546 | ||||
Stock issued for acquisition | $ 3,955 | 996,045 | 1,000,000 | ||
Stock issued for acquisition, shares | 564,972 | ||||
Net loss | (2,290,884) | (2,290,884) | |||
Balance, value at Sep. 30, 2023 | $ 64,535 | $ 49,160,689 | $ (42,231,315) | $ 6,993,909 | |
Balance, shares at Sep. 30, 2023 | 9,216,883 |
Condensed Consolidated Statem_3
Condensed Consolidated Statements of Stockholders' Equity (Deficit) (Unaudited) (Parenthetical) $ in Millions | 9 Months Ended |
Sep. 30, 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 (Unaudited) - USD ($) | 9 Months Ended | |
Sep. 30, 2023 | Sep. 30, 2022 | |
Cash flows from operating activities | ||
Net loss | $ (5,563,847) | $ (6,479,530) |
Adjustments to reconcile net loss to net cash used in operating activities: | ||
Depreciation and amortization | 100,805 | 2,852 |
Accretion of debt issuance costs | 1,972,948 | |
Fair value adjustments on convertible notes payable | 1,866,922 | |
Stock-based compensation expense | 514,313 | 211,745 |
Gain on extinguishment of debt | (212,258) | |
Changes in operating assets and liabilities: | ||
Accounts and other receivables | 71,840 | (8,400) |
Inventory | (4,368) | (5,715) |
Prepaid expenses and other assets | 152,768 | (502,177) |
Accounts payable | 406,836 | (80,725) |
Accrued expenses | (144,013) | (1,524) |
Accrued interest | 465,653 | |
Unearned revenue | 38,250 | |
Operating lease right-of-use asset | 5,913 | |
Net cash used in operating activities | (4,421,503) | (2,770,209) |
Cash flows from investing activities | ||
Purchase of property and equipment | (36,344) | |
Acquisition of subsidiary, net cash acquired | (2,186,497) | |
Net cash used in investing activities | (2,222,841) | |
Cash flows from financing activities | ||
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 | |
Proceeds from loans payable | 555,148 | |
Payment on loans payable | (251,746) | (31,612) |
Principle repayments on finance leases | (8,433) | |
Proceeds from issuance of convertible notes payable | 724,000 | |
Repayment of convertible loan payable | (100,000) | |
Payment of debt issuance costs | (55,651) | |
Net cash (used in) provided by financing activities | (260,179) | 14,907,509 |
Net (decrease)/increase in cash and cash equivalents | (6,904,523) | 12,137,300 |
Cash and cash equivalents at beginning of period | 11,413,759 | 1,360,638 |
Cash and cash equivalents at end of period | 4,509,236 | 13,497,938 |
Supplemental disclosures of cash flow information: | ||
Interest expense paid in cash | 11,801 | 2,459 |
Income taxes paid in cash | 18,700 | 3,945 |
Noncash investing and financing activities: | ||
Common stock issuance for acquisition of subsidiary | 1,000,000 | |
Conversion of convertible preferred stock into common stock | 4,044,318 | |
Conversion of convertible notes payable into common stock | 16,065,332 | |
Fair value of warrants issued to placement agents | 383,696 | |
Beneficial conversion feature for bridge notes | $ 348,219 |
NATURE OF OPERATIONS, ORGANIZAT
NATURE OF OPERATIONS, ORGANIZATION, AND BASIS OF PRESENTATION | 9 Months Ended |
Sep. 30, 2023 | |
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,” 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 targets cancer cells and cell populations indicative of a diseased state. The Company’s 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. The condensed consolidated balance sheet as of December 31, 2022 was derived from the audited consolidated financial statements at that date but does not include all the information and footnotes required by GAAP. 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 on March 31, 2023. Liquidity and Capital Resources In accordance with Accounting Standards Update (“ASU”) 2014-15, Presentation of Financial Statements – Going Concern 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 $ 42.2 4.5 44 |
SUMMARY OF SIGNIFICANT ACCOUNTI
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES | 9 Months Ended |
Sep. 30, 2023 | |
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 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, stock-based compensation, valuation of goodwill and intangible assets related to the business combination, allowance for contractual adjustments and discounts related to service revenues, and the useful lives of fixed assets. Principles of Consolidation The Company’s condensed consolidated financial statements reflect its financial statements, those of its wholly owned subsidiaries and certain variable interest entities where the Company is the primary beneficiary. The accompanying condensed consolidated financial statements include all the accounts of the Company, its wholly owned subsidiaries, OncoSelect ® In determining whether the Company is the primary beneficiary of a variable interest entity, it applies a qualitative approach that determines whether it has both (1) the power to direct the economically significant activities of the entity and (2) the obligation to absorb losses of, or the right to receive benefits from, the entity that could potentially be significant to that entity. The Company continuously assesses whether it is the primary beneficiary of a variable interest entity as changes to existing relationships or future transactions may result in the Company consolidating or deconsolidating one or more of its collaborators or partners. Business Combination On September 18, 2023, the Company, in connection with the Asset Purchase Agreement it entered into with Village Oaks (the Seller”) and Dr. Roby P. Joyce, M.D., dated September 18, 2023, acquired substantially all the assets and assumed certain liabilities of Village Oaks (the “Acquisition”) in exchange for total consideration of $ 3,500,000 2.5 564,972 1 321,000 a clinical pathology laboratory regulated by the Centers for Medicare and Medicaid Services (“CMS”) and accredited by the College of American Pathologists (“CAP”) and certified under the Clinical Laboratory Improvement Amendments (“CLIA”) of 1988. The Company recognized goodwill of $ 1,149,000 The following table summarizes the purchase price and preliminary purchase price allocations relating to the Acquisition: SCHEDULE OF PURCHASE PRICE AND PRELIMINARY PURCHASE PRICE ALLOCATIONS Cash $ 2,500,000 Common Stock 1,000,000 Total purchase consideration $ 3,500,000 Assets Net working capital (including cash) $ 1,167,000 Property and equipment 326,000 Other assets 8,000 Customer relationships 700,000 Trade names and trademarks 150,000 Goodwill 1,149,000 Total net assets $ 3,500,000 Goodwill represents the excess fair value after the allocation to the identifiable net assets. The calculated goodwill is not deductible for tax purposes. 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 $ 43,000 13,000 10,000 5,000 Loss Per Share Basic loss per share is computed by dividing net loss attributable to common stockholders by the weighted-average number of shares of the Company’s common stock, par value $ 0.007 The following potentially dilutive securities have been excluded from the computations of weighted average shares of Common Stock outstanding as of September 30, 2023 and 2022, as they would be anti-dilutive: SCHEDULE OF POTENTIALLY DILUTIVE SECURITIES 2023 2022 As of September 30, 2023 2022 Shares underlying options outstanding 683,695 806,392 Shares underlying warrants outstanding 4,649,952 4,624,952 Shares underlying convertible notes — 83,373 Anti-dilutive securities 5,333,647 5,514,717 Revenue Recognition Post-acquisition of PPLS, additional revenue streams have been consolidated starting September 19, 2023. PPLS generates three sources of revenue: (1) patient service fees, (2) histology service fees, and (3) medical director fees. The revenue is recognized on the date of service (meeting the performance requirement of ASC 606). Pre-acquisition, bioAffinity’s revenue was generated in three ways for the nine months and three months ended September 30, 2023: (1) royalties from the Company’s 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 SCHEDULE OF REVENUE RECOGNITION For three months ended September 30, 2023 2022 Net Revenue Related Party 1 Consolidated Net Revenue Related Party 1 Consolidated Parent (bioAffinity Technologies): CyPath® Lung royalty income 1 $ 5,412 $ (487 ) $ 4,925 $ 1,150 - $ 1,150 Laboratory services 1 7,423 (1,265 ) 6,158 - - - Dept. of Defense study 4,500 - 4,500 - - - Subsidiaries ((PPLS) and Controlling Interest Entity 2 Patient fees 248,654 - 248,654 - - - Histology fees 31,854 - 31,854 - - - Medical director fees 2,392 - 2,393 - - - Total net revenue $ 300,236 $ (1,752 ) $ 298,484 $ 1,150 - $ 1,150 For the nine months ended September 30, 2023 2022 Net Revenue Related Party 1 Consolidated Net Revenue Related Party 1 Consolidated Parent (bioAffinity Technologies): CyPath® Lung royalty income 1 $ 13,164 $ (487 ) $ 12,677 $ 2,457 - $ 2,457 Laboratory services 1 10,500 (1,265 ) 9,315 - - - Dept. of Defense study 14,250 - 14,250 - - - Subsidiaries (VOPS/PPLS) 2 Patient fees 248,654 - 248,654 - - - Histology fees 31,854 - 31,854 - - - Medical director fees 2,393 - 2,393 - - - Total net revenue $ 320,895 $ (1,752 ) $ 319,143 $ 2,457 - $ 2,457 1 As of September 18, 2023 (date of the Acquisition), royalty and laboratory services income agreements are considered related parties and eliminated upon consolidation. 2 The three months ended revenue for PPLS and its controlling interest entity, Village Oaks, only recognizes partial period of September 19 through September 30, 2023. Reclassifications Certain prior year balances have been reclassified to conform to current year presentation. The Company reclassified patent expenses and annuity costs of approximately $ 142,000 41,000 Property and Equipment In accordance with ASC 360-10, Accounting for the Impairment of Long-Lived Assets any September 30, 2023 or fiscal year ended December 31, 2022. Property and equipment are carried at cost, net of accumulated depreciation. Depreciation is computed using the straight-line method over the estimated useful life of the asset. Amortization of leasehold improvements is computed using the shorter of the lease term or estimated useful life of the asset. Additions and improvements are capitalized, while repairs and maintenance are expensed as incurred. Useful lives of each asset class are as follows: SCHEDULE OF PROPERTY AND EQUIPMENT USEFUL LIFE Asset Category Useful Life Computer equipment 3 5 Computer software 3 Equipment 3 5 Furniture and fixtures 5 7 Vehicles 5 Leasehold improvements Lesser of lease term or useful life Intangible Assets Intangible assets, net of accumulated amortization, are summarized as follows as of September 30, 2023: SCHEDULE OF INTANGIBLE ASSETS ADJUSTMENTS Description Date Acquired Useful Life Cost Amortization Net Goodwill 9/18/2023 $ 1,148,553 $ — $ 1,148,553 Trade names and trademarks 9/18/2023 18 150,000 (277 ) 149,723 Customer relationships 9/18/2023 14 700,000 (1,666 ) 698,334 Total Intangible Assets $ 1,998,553 $ (1,943 ) $ 1,996,610 For the three and nine months ended September 30, 2023, amortization of intangible assets totaled $ 1,943 0 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. The Company adopted FASB issued Accounting Standards Update (ASU) No. 2016-02, Leases (Topic 842) on September 18, 2023, with the business combination of Village Oaks Pathology Services, P.A. (VOPS) and Precision Pathology Laboratories Services, LLC (PPLS). The Company has one operating lease for its real estate and office space and multiple finance leases for lab equipment in Texas that was acquired through the September 18, 2023, acquisition. |
ACCOUNTS AND OTHER RECEIVABLES,
ACCOUNTS AND OTHER RECEIVABLES, NET | 9 Months Ended |
Sep. 30, 2023 | |
Receivables [Abstract] | |
ACCOUNTS AND OTHER RECEIVABLES, NET | Note 3. ACCOUNTS AND OTHER RECEIVABLES, NET The following is a summary of accounts receivable: SCHEDULE OF ACCOUNTS RECEIVABLE September 30, 2023 December 31, 2022 Parent (bioAffinity): CyPath ® $ 16,107 $ 4,803 Laboratory services 12,390 — Other receivables 4,730 5,686 Subsidiary (PPLS) and Controlling Interest Entity: Purchased receivables from acquisition, net of collections 791,852 — Net patient fees receivable 249,088 — Histology fees 31,854 — Medical director fees 2,393 — Accounts and other receivable, net $ 1,108,414 $ 10,489 |
PREPAID EXPENSES AND OTHER CURR
PREPAID EXPENSES AND OTHER CURRENT ASSETS | 9 Months Ended |
Sep. 30, 2023 | |
Prepaid Expenses And Other Current Assets | |
PREPAID EXPENSES AND OTHER CURRENT ASSETS | Note 4. PREPAID EXPENSES AND OTHER CURRENT ASSETS Prepaid expenses and other current assets are summarized below: SCHEDULE OF PREPAID EXPENSES AND OTHER CURRENT ASSETS September 30, 2023 December 31, 2022 Prepaid insurance $ 240,540 $ 340,078 Legal and professional 30,847 72,048 Other 111,264 119,773 Total prepaid expenses and other current assets $ 382,651 $ 531,899 |
PROPERTY AND EQUIPMENT, NET
PROPERTY AND EQUIPMENT, NET | 9 Months Ended |
Sep. 30, 2023 | |
Property, Plant and Equipment [Abstract] | |
PROPERTY AND EQUIPMENT, NET | Note 5. PROPERTY AND EQUIPMENT, NET Property and equipment are summarized below: SCHEDULE OF PROPERTY AND EQUIPMENT September 30, 2023 December 31, 2022 Lab equipment $ 649,499 $ 462,155 Computers and software 68,682 21,463 Leasehold improvements 9,941 — Vehicles 119,990 — Property and equipment, gross 848,112 483,617 Accumulated depreciation (335,960 ) (269,180 ) Total property and equipment, net $ 512,152 $ 214,438 Depreciation expense was approximately $ 66,800 2,900 23,500 800 |
ACCRUED EXPENSES
ACCRUED EXPENSES | 9 Months Ended |
Sep. 30, 2023 | |
Accrued Expenses | |
ACCRUED EXPENSES | Note 6. ACCRUED EXPENSES Accrued expenses are summarized below: SCHEDULE OF ACCRUED EXPENSES September 30, 2023 December 31, 2022 Compensation $ 554,511 $ 340,680 Legal and professional 18,487 144,440 Clinical 27,776 50,922 Billing fees 19,525 — Other 23,487 5,852 Total accrued expenses $ 643,786 $ 541,894 |
UNEARNED REVENUE
UNEARNED REVENUE | 9 Months Ended |
Sep. 30, 2023 | |
Revenue Recognition and Deferred Revenue [Abstract] | |
UNEARNED REVENUE | Note 7. UNEARNED REVENUE During the three months ended September 30, 2023, the Company engaged in an observational study of CyPath ® ® 38,250 |
FAIR VALUE MEASUREMENTS
FAIR VALUE MEASUREMENTS | 9 Months Ended |
Sep. 30, 2023 | |
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. 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. |
LEASES
LEASES | 9 Months Ended |
Sep. 30, 2023 | |
Leases [Abstract] | |
LEASES | Note 9. LEASES The Company has one operating lease for its real estate and office space and multiple finance leases for lab equipment in Texas that was acquired through the September 18, 2023, acquisition. The operating lease has a remaining lease term of 3.83 2.5 4.25 The lease agreements generally do not provide an implicit borrowing rate. Therefore, the Company used a benchmark approach as of September 18, 2023, to derive an appropriate incremental borrowing rate to discount remaining lease payments. The Company benchmarked itself against other companies of similar credit ratings and comparable quality and derived imputed interest rates ranging from 8.01 % to 8.07 % for the lease term lengths. Leases with an initial term of 12 months or less are not recorded on the balance sheet. There are no material residual guarantees associated with any of the Company’s leases, and there are no significant restrictions or covenants included in the Company’s lease agreements. Certain leases include variable payments related to common area maintenance and property taxes, which are billed by the landlord, as is customary with these types of charges for office space. The Company has not entered into any lease arrangements with related parties, and the Company is not the sublessor in any arrangement. The Company’s existing leases contain escalation clauses and renewal options. The Company has evaluated several factors in assessing whether there is reasonable certainty that the Company will exercise a contractual renewal option. For leases with renewal options that are reasonably certain to be exercised, the Company included the renewal term in the total lease term used in calculating the right-of-use asset and lease liability. Prior to adoption of ASU 2016-02 effective January 1, 2022, the Company accounted for operating lease transactions by recording lease expense on a straight-line basis over the expected term of the lease. The components of lease expense, which are included in selling, general and administrative expense and depreciation and amortization for the nine months ended September 30, 2023, and 2022 are as follows: SCHEDULE OF COMPONENTS OF LEASE EXPENSE Components of lease expense: 2023 Amortization of right-of-use assets - finance lease $ 32,081 $ — Interest on lease liabilities - finance lease 8,634 — Operating lease cost 9,972 — Total lease cost $ 50,687 $ — Supplemental balance sheet information relating to leases was as follows as of September 30, 2023 and December 31,2022: SCHEDULE OF BALANCE SHEET INFORMATION RELATING TO LEASES Operating leases: 2023 2022 Operating lease right-of-use assets $ 392,347 $ — Operating lease liability, current $ 90,863 $ — Operating lease liability, long-term $ 307,397 $ — Finance leases: 2023 2022 Finance lease right-of-use asset, gross $ 1,294,168 $ — Accumulated amortization (32,081 ) — Finance lease right-of-use asset, net 1,262,087 — Finance lease liability, current portion 358,282 — Finance lease liability, long-term 929,570 — Total finance lease liabilities $ 1,287,852 $ — Weighted-average remaining lease term: 2023 2022 Operating leases (in years) 3.83 — Finance leases (in years) 3.50 — Weighted-average discount rate: 2023 2022 Operating leases 8.07 % — Finance leases 8.01 % — Future minimum lease payment under non-cancellable lease as of September 30, 2023, are as follows: SCHEDULE OF FUTURE MINIMUM LEASE PAYMENT UNDER NON-CANCELLABLE Operating Leases Finance Leases Remaining 2023 $ 28,431 $ 112,126 2024 121,726 448,505 2025 121,726 448,505 2026 121,726 270,395 2027 and thereafter 71,007 202,970 Total undiscounted cash flows 464,616 1,482,501 Less discounting (66,356 ) (194,649 ) Present value of lease liabilities $ 398,260 $ 1,287,852 |
COMMITMENTS AND CONTINGENCIES
COMMITMENTS AND CONTINGENCIES | 9 Months Ended |
Sep. 30, 2023 | |
Commitments and Contingencies Disclosure [Abstract] | |
COMMITMENTS AND CONTINGENCIES | Note 10. COMMITMENTS AND CONTINGENCIES Operating Leases In addition to the operating lease listed in Note 9, 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 $ 35,000 15,000 88,000 41,000 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. |
COMMON STOCK
COMMON STOCK | 9 Months Ended |
Sep. 30, 2023 | |
Common Stock | |
COMMON STOCK | Note 11. COMMON STOCK Common Stock The Company has authorized a total of 25,000,000 0.007 14,285,715 25,000,000 9,350,297 133,414 8,381,324 |
STOCK-BASED COMPENSATION
STOCK-BASED COMPENSATION | 9 Months Ended |
Sep. 30, 2023 | |
Share-Based Payment Arrangement [Abstract] | |
STOCK-BASED COMPENSATION | Note 12. 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 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 Three Months Ended September 30, Nine Months Ended September 30, 2023 2022 2023 2022 Research and development $ 10,304 $ 4,072 $ 32,193 $ 3,318 General and administrative 181,140 74,941 482,120 208,427 Total stock-based compensation expense $ 186,445 $ 79,013 $ 514,313 $ 211,745 The following table summarizes stock option activity under the Plan: SUMMARY OF OPTION ACTIVITY Number of options Weighted-average exercise price Weighted-average remaining contractual term (in years) Aggregate intrinsic value Outstanding at December 31, 2022 806,392 $ 4.33 Granted — — Exercised — — Forfeited (122,697 ) 5.86 Outstanding at September 30, 2023 683,695 $ 3.99 3.2 $ 254,225 Vested and exercisable at September 30, 2023 681,711 $ 3.99 3.2 $ 254,225 As of September 30, 2023, there was no During the nine months ended September 30, 2023, no 64,848 74,900 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 79,814 35,106 Granted 326,068 1.86 607,313 227,760 98,308 Forfeited (4,979 ) 2.76 (13,742 ) (4,979 ) — Balance at September 30, 2023 436,009 $ 2.30 $ 1,003,008 302,595 133,414 During the nine months ended September 30, 2023, the Company issued restricted stock awards (RSAs) for 326,068 42,825 227,760 During the nine months ended September 30, 2022, the Company issued RSAs for 14,999 21,000 The following table summarizes weighted-average assumptions using the Black-Scholes option-pricing model used on the date of the options grants issued during the nine months ended September 30, 2022. No stock options have been issued during the nine months ended September 30, 2023: SCHEDULE OF FAIR VALUE ASSUMPTIONS 2023 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 % |
WARRANTS
WARRANTS | 9 Months Ended |
Sep. 30, 2023 | |
Warrants | |
WARRANTS | Note 13. WARRANTS The Company accounts for Common Stock warrants as equity instruments. As of September 30, 2023, and December 31, 2022, the Company had 4,649,952 5.03 no 1,036,486 On September 17, 2023, the Company entered into a warrant amendment with certain holders of (i) tradeable warrants (the “Tradeable Warrants”) to who have the right to purchase 73,568 73,568 1,109,475 |
SUBSEQUENT EVENTS
SUBSEQUENT EVENTS | 9 Months Ended |
Sep. 30, 2023 | |
Subsequent Events [Abstract] | |
SUBSEQUENT EVENTS | Note 14. 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. |
SUMMARY OF SIGNIFICANT ACCOUN_2
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Policies) | 9 Months Ended |
Sep. 30, 2023 | |
Accounting Policies [Abstract] | |
Use of Estimates | Use of Estimates The preparation of condensed 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 valuation allowance on the Company’s deferred tax assets, stock-based compensation, valuation of goodwill and intangible assets related to the business combination, allowance for contractual adjustments and discounts related to service revenues, and the useful lives of fixed assets. |
Principles of Consolidation | Principles of Consolidation The Company’s condensed consolidated financial statements reflect its financial statements, those of its wholly owned subsidiaries and certain variable interest entities where the Company is the primary beneficiary. The accompanying condensed consolidated financial statements include all the accounts of the Company, its wholly owned subsidiaries, OncoSelect ® In determining whether the Company is the primary beneficiary of a variable interest entity, it applies a qualitative approach that determines whether it has both (1) the power to direct the economically significant activities of the entity and (2) the obligation to absorb losses of, or the right to receive benefits from, the entity that could potentially be significant to that entity. The Company continuously assesses whether it is the primary beneficiary of a variable interest entity as changes to existing relationships or future transactions may result in the Company consolidating or deconsolidating one or more of its collaborators or partners. |
Business Combination | Business Combination On September 18, 2023, the Company, in connection with the Asset Purchase Agreement it entered into with Village Oaks (the Seller”) and Dr. Roby P. Joyce, M.D., dated September 18, 2023, acquired substantially all the assets and assumed certain liabilities of Village Oaks (the “Acquisition”) in exchange for total consideration of $ 3,500,000 2.5 564,972 1 321,000 a clinical pathology laboratory regulated by the Centers for Medicare and Medicaid Services (“CMS”) and accredited by the College of American Pathologists (“CAP”) and certified under the Clinical Laboratory Improvement Amendments (“CLIA”) of 1988. The Company recognized goodwill of $ 1,149,000 The following table summarizes the purchase price and preliminary purchase price allocations relating to the Acquisition: SCHEDULE OF PURCHASE PRICE AND PRELIMINARY PURCHASE PRICE ALLOCATIONS Cash $ 2,500,000 Common Stock 1,000,000 Total purchase consideration $ 3,500,000 Assets Net working capital (including cash) $ 1,167,000 Property and equipment 326,000 Other assets 8,000 Customer relationships 700,000 Trade names and trademarks 150,000 Goodwill 1,149,000 Total net assets $ 3,500,000 Goodwill represents the excess fair value after the allocation to the identifiable net assets. The calculated goodwill is not deductible for tax purposes. |
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. |
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 |
Advertising expense | Advertising expense The Company expenses all advertising costs as incurred. Advertising expense was approximately $ 43,000 13,000 10,000 5,000 |
Loss Per Share | Loss Per Share Basic loss per share is computed by dividing net loss attributable to common stockholders by the weighted-average number of shares of the Company’s common stock, par value $ 0.007 The following potentially dilutive securities have been excluded from the computations of weighted average shares of Common Stock outstanding as of September 30, 2023 and 2022, as they would be anti-dilutive: SCHEDULE OF POTENTIALLY DILUTIVE SECURITIES 2023 2022 As of September 30, 2023 2022 Shares underlying options outstanding 683,695 806,392 Shares underlying warrants outstanding 4,649,952 4,624,952 Shares underlying convertible notes — 83,373 Anti-dilutive securities 5,333,647 5,514,717 |
Revenue Recognition | Revenue Recognition Post-acquisition of PPLS, additional revenue streams have been consolidated starting September 19, 2023. PPLS generates three sources of revenue: (1) patient service fees, (2) histology service fees, and (3) medical director fees. The revenue is recognized on the date of service (meeting the performance requirement of ASC 606). Pre-acquisition, bioAffinity’s revenue was generated in three ways for the nine months and three months ended September 30, 2023: (1) royalties from the Company’s 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 SCHEDULE OF REVENUE RECOGNITION For three months ended September 30, 2023 2022 Net Revenue Related Party 1 Consolidated Net Revenue Related Party 1 Consolidated Parent (bioAffinity Technologies): CyPath® Lung royalty income 1 $ 5,412 $ (487 ) $ 4,925 $ 1,150 - $ 1,150 Laboratory services 1 7,423 (1,265 ) 6,158 - - - Dept. of Defense study 4,500 - 4,500 - - - Subsidiaries ((PPLS) and Controlling Interest Entity 2 Patient fees 248,654 - 248,654 - - - Histology fees 31,854 - 31,854 - - - Medical director fees 2,392 - 2,393 - - - Total net revenue $ 300,236 $ (1,752 ) $ 298,484 $ 1,150 - $ 1,150 For the nine months ended September 30, 2023 2022 Net Revenue Related Party 1 Consolidated Net Revenue Related Party 1 Consolidated Parent (bioAffinity Technologies): CyPath® Lung royalty income 1 $ 13,164 $ (487 ) $ 12,677 $ 2,457 - $ 2,457 Laboratory services 1 10,500 (1,265 ) 9,315 - - - Dept. of Defense study 14,250 - 14,250 - - - Subsidiaries (VOPS/PPLS) 2 Patient fees 248,654 - 248,654 - - - Histology fees 31,854 - 31,854 - - - Medical director fees 2,393 - 2,393 - - - Total net revenue $ 320,895 $ (1,752 ) $ 319,143 $ 2,457 - $ 2,457 1 As of September 18, 2023 (date of the Acquisition), royalty and laboratory services income agreements are considered related parties and eliminated upon consolidation. 2 The three months ended revenue for PPLS and its controlling interest entity, Village Oaks, only recognizes partial period of September 19 through September 30, 2023. |
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 $ 142,000 41,000 |
Property and Equipment | Property and Equipment In accordance with ASC 360-10, Accounting for the Impairment of Long-Lived Assets any September 30, 2023 or fiscal year ended December 31, 2022. Property and equipment are carried at cost, net of accumulated depreciation. Depreciation is computed using the straight-line method over the estimated useful life of the asset. Amortization of leasehold improvements is computed using the shorter of the lease term or estimated useful life of the asset. Additions and improvements are capitalized, while repairs and maintenance are expensed as incurred. Useful lives of each asset class are as follows: SCHEDULE OF PROPERTY AND EQUIPMENT USEFUL LIFE Asset Category Useful Life Computer equipment 3 5 Computer software 3 Equipment 3 5 Furniture and fixtures 5 7 Vehicles 5 Leasehold improvements Lesser of lease term or useful life |
Intangible Assets | Intangible Assets Intangible assets, net of accumulated amortization, are summarized as follows as of September 30, 2023: SCHEDULE OF INTANGIBLE ASSETS ADJUSTMENTS Description Date Acquired Useful Life Cost Amortization Net Goodwill 9/18/2023 $ 1,148,553 $ — $ 1,148,553 Trade names and trademarks 9/18/2023 18 150,000 (277 ) 149,723 Customer relationships 9/18/2023 14 700,000 (1,666 ) 698,334 Total Intangible Assets $ 1,998,553 $ (1,943 ) $ 1,996,610 For the three and nine months ended September 30, 2023, amortization of intangible assets totaled $ 1,943 0 |
Recent 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. The Company adopted FASB issued Accounting Standards Update (ASU) No. 2016-02, Leases (Topic 842) on September 18, 2023, with the business combination of Village Oaks Pathology Services, P.A. (VOPS) and Precision Pathology Laboratories Services, LLC (PPLS). The Company has one operating lease for its real estate and office space and multiple finance leases for lab equipment in Texas that was acquired through the September 18, 2023, acquisition. |
SUMMARY OF SIGNIFICANT ACCOUN_3
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Tables) | 9 Months Ended |
Sep. 30, 2023 | |
Accounting Policies [Abstract] | |
SCHEDULE OF PURCHASE PRICE AND PRELIMINARY PURCHASE PRICE ALLOCATIONS | The following table summarizes the purchase price and preliminary purchase price allocations relating to the Acquisition: SCHEDULE OF PURCHASE PRICE AND PRELIMINARY PURCHASE PRICE ALLOCATIONS Cash $ 2,500,000 Common Stock 1,000,000 Total purchase consideration $ 3,500,000 Assets Net working capital (including cash) $ 1,167,000 Property and equipment 326,000 Other assets 8,000 Customer relationships 700,000 Trade names and trademarks 150,000 Goodwill 1,149,000 Total net assets $ 3,500,000 |
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 September 30, 2023 and 2022, as they would be anti-dilutive: SCHEDULE OF POTENTIALLY DILUTIVE SECURITIES 2023 2022 As of September 30, 2023 2022 Shares underlying options outstanding 683,695 806,392 Shares underlying warrants outstanding 4,649,952 4,624,952 Shares underlying convertible notes — 83,373 Anti-dilutive securities 5,333,647 5,514,717 |
SCHEDULE OF REVENUE RECOGNITION | SCHEDULE OF REVENUE RECOGNITION For three months ended September 30, 2023 2022 Net Revenue Related Party 1 Consolidated Net Revenue Related Party 1 Consolidated Parent (bioAffinity Technologies): CyPath® Lung royalty income 1 $ 5,412 $ (487 ) $ 4,925 $ 1,150 - $ 1,150 Laboratory services 1 7,423 (1,265 ) 6,158 - - - Dept. of Defense study 4,500 - 4,500 - - - Subsidiaries ((PPLS) and Controlling Interest Entity 2 Patient fees 248,654 - 248,654 - - - Histology fees 31,854 - 31,854 - - - Medical director fees 2,392 - 2,393 - - - Total net revenue $ 300,236 $ (1,752 ) $ 298,484 $ 1,150 - $ 1,150 For the nine months ended September 30, 2023 2022 Net Revenue Related Party 1 Consolidated Net Revenue Related Party 1 Consolidated Parent (bioAffinity Technologies): CyPath® Lung royalty income 1 $ 13,164 $ (487 ) $ 12,677 $ 2,457 - $ 2,457 Laboratory services 1 10,500 (1,265 ) 9,315 - - - Dept. of Defense study 14,250 - 14,250 - - - Subsidiaries (VOPS/PPLS) 2 Patient fees 248,654 - 248,654 - - - Histology fees 31,854 - 31,854 - - - Medical director fees 2,393 - 2,393 - - - Total net revenue $ 320,895 $ (1,752 ) $ 319,143 $ 2,457 - $ 2,457 1 As of September 18, 2023 (date of the Acquisition), royalty and laboratory services income agreements are considered related parties and eliminated upon consolidation. 2 The three months ended revenue for PPLS and its controlling interest entity, Village Oaks, only recognizes partial period of September 19 through September 30, 2023. |
SCHEDULE OF PROPERTY AND EQUIPMENT USEFUL LIFE | Property and equipment are carried at cost, net of accumulated depreciation. Depreciation is computed using the straight-line method over the estimated useful life of the asset. Amortization of leasehold improvements is computed using the shorter of the lease term or estimated useful life of the asset. Additions and improvements are capitalized, while repairs and maintenance are expensed as incurred. Useful lives of each asset class are as follows: SCHEDULE OF PROPERTY AND EQUIPMENT USEFUL LIFE Asset Category Useful Life Computer equipment 3 5 Computer software 3 Equipment 3 5 Furniture and fixtures 5 7 Vehicles 5 Leasehold improvements Lesser of lease term or useful life |
SCHEDULE OF INTANGIBLE ASSETS ADJUSTMENTS | Intangible assets, net of accumulated amortization, are summarized as follows as of September 30, 2023: SCHEDULE OF INTANGIBLE ASSETS ADJUSTMENTS Description Date Acquired Useful Life Cost Amortization Net Goodwill 9/18/2023 $ 1,148,553 $ — $ 1,148,553 Trade names and trademarks 9/18/2023 18 150,000 (277 ) 149,723 Customer relationships 9/18/2023 14 700,000 (1,666 ) 698,334 Total Intangible Assets $ 1,998,553 $ (1,943 ) $ 1,996,610 |
ACCOUNTS AND OTHER RECEIVABLE_2
ACCOUNTS AND OTHER RECEIVABLES, NET (Tables) | 9 Months Ended |
Sep. 30, 2023 | |
Receivables [Abstract] | |
SCHEDULE OF ACCOUNTS RECEIVABLE | The following is a summary of accounts receivable: SCHEDULE OF ACCOUNTS RECEIVABLE September 30, 2023 December 31, 2022 Parent (bioAffinity): CyPath ® $ 16,107 $ 4,803 Laboratory services 12,390 — Other receivables 4,730 5,686 Subsidiary (PPLS) and Controlling Interest Entity: Purchased receivables from acquisition, net of collections 791,852 — Net patient fees receivable 249,088 — Histology fees 31,854 — Medical director fees 2,393 — Accounts and other receivable, net $ 1,108,414 $ 10,489 |
PREPAID EXPENSES AND OTHER CU_2
PREPAID EXPENSES AND OTHER CURRENT ASSETS (Tables) | 9 Months Ended |
Sep. 30, 2023 | |
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 September 30, 2023 December 31, 2022 Prepaid insurance $ 240,540 $ 340,078 Legal and professional 30,847 72,048 Other 111,264 119,773 Total prepaid expenses and other current assets $ 382,651 $ 531,899 |
PROPERTY AND EQUIPMENT, NET (Ta
PROPERTY AND EQUIPMENT, NET (Tables) | 9 Months Ended |
Sep. 30, 2023 | |
Property, Plant and Equipment [Abstract] | |
SCHEDULE OF PROPERTY AND EQUIPMENT | Property and equipment are summarized below: SCHEDULE OF PROPERTY AND EQUIPMENT September 30, 2023 December 31, 2022 Lab equipment $ 649,499 $ 462,155 Computers and software 68,682 21,463 Leasehold improvements 9,941 — Vehicles 119,990 — Property and equipment, gross 848,112 483,617 Accumulated depreciation (335,960 ) (269,180 ) Total property and equipment, net $ 512,152 $ 214,438 |
ACCRUED EXPENSES (Tables)
ACCRUED EXPENSES (Tables) | 9 Months Ended |
Sep. 30, 2023 | |
Accrued Expenses | |
SCHEDULE OF ACCRUED EXPENSES | Accrued expenses are summarized below: SCHEDULE OF ACCRUED EXPENSES September 30, 2023 December 31, 2022 Compensation $ 554,511 $ 340,680 Legal and professional 18,487 144,440 Clinical 27,776 50,922 Billing fees 19,525 — Other 23,487 5,852 Total accrued expenses $ 643,786 $ 541,894 |
LEASES (Tables)
LEASES (Tables) | 9 Months Ended |
Sep. 30, 2023 | |
Leases [Abstract] | |
SCHEDULE OF COMPONENTS OF LEASE EXPENSE | The components of lease expense, which are included in selling, general and administrative expense and depreciation and amortization for the nine months ended September 30, 2023, and 2022 are as follows: SCHEDULE OF COMPONENTS OF LEASE EXPENSE Components of lease expense: 2023 Amortization of right-of-use assets - finance lease $ 32,081 $ — Interest on lease liabilities - finance lease 8,634 — Operating lease cost 9,972 — Total lease cost $ 50,687 $ — |
SCHEDULE OF BALANCE SHEET INFORMATION RELATING TO LEASES | Supplemental balance sheet information relating to leases was as follows as of September 30, 2023 and December 31,2022: SCHEDULE OF BALANCE SHEET INFORMATION RELATING TO LEASES Operating leases: 2023 2022 Operating lease right-of-use assets $ 392,347 $ — Operating lease liability, current $ 90,863 $ — Operating lease liability, long-term $ 307,397 $ — Finance leases: 2023 2022 Finance lease right-of-use asset, gross $ 1,294,168 $ — Accumulated amortization (32,081 ) — Finance lease right-of-use asset, net 1,262,087 — Finance lease liability, current portion 358,282 — Finance lease liability, long-term 929,570 — Total finance lease liabilities $ 1,287,852 $ — Weighted-average remaining lease term: 2023 2022 Operating leases (in years) 3.83 — Finance leases (in years) 3.50 — Weighted-average discount rate: 2023 2022 Operating leases 8.07 % — Finance leases 8.01 % — |
SCHEDULE OF FUTURE MINIMUM LEASE PAYMENT UNDER NON-CANCELLABLE | Future minimum lease payment under non-cancellable lease as of September 30, 2023, are as follows: SCHEDULE OF FUTURE MINIMUM LEASE PAYMENT UNDER NON-CANCELLABLE Operating Leases Finance Leases Remaining 2023 $ 28,431 $ 112,126 2024 121,726 448,505 2025 121,726 448,505 2026 121,726 270,395 2027 and thereafter 71,007 202,970 Total undiscounted cash flows 464,616 1,482,501 Less discounting (66,356 ) (194,649 ) Present value of lease liabilities $ 398,260 $ 1,287,852 |
STOCK-BASED COMPENSATION (Table
STOCK-BASED COMPENSATION (Tables) | 9 Months Ended |
Sep. 30, 2023 | |
Share-Based Payment Arrangement [Abstract] | |
SUMMARY OF STOCK-BASED COMPENSATION EXPENSE RECOGNIZED FOR STOCK OPTION AWARDS | The Company has recorded stock-based compensation expense 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 Three Months Ended September 30, Nine Months Ended September 30, 2023 2022 2023 2022 Research and development $ 10,304 $ 4,072 $ 32,193 $ 3,318 General and administrative 181,140 74,941 482,120 208,427 Total stock-based compensation expense $ 186,445 $ 79,013 $ 514,313 $ 211,745 |
SUMMARY OF OPTION ACTIVITY | The following table summarizes stock option activity under the Plan: SUMMARY OF OPTION ACTIVITY Number of options Weighted-average exercise price Weighted-average remaining contractual term (in years) Aggregate intrinsic value Outstanding at December 31, 2022 806,392 $ 4.33 Granted — — Exercised — — Forfeited (122,697 ) 5.86 Outstanding at September 30, 2023 683,695 $ 3.99 3.2 $ 254,225 Vested and exercisable at September 30, 2023 681,711 $ 3.99 3.2 $ 254,225 |
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 79,814 35,106 Granted 326,068 1.86 607,313 227,760 98,308 Forfeited (4,979 ) 2.76 (13,742 ) (4,979 ) — Balance at September 30, 2023 436,009 $ 2.30 $ 1,003,008 302,595 133,414 |
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 options grants issued during the nine months ended September 30, 2022. No stock options have been issued during the nine months ended September 30, 2023: SCHEDULE OF FAIR VALUE ASSUMPTIONS 2023 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 % |
NATURE OF OPERATIONS, ORGANIZ_2
NATURE OF OPERATIONS, ORGANIZATION, AND BASIS OF PRESENTATION (Details Narrative) - USD ($) | Sep. 30, 2023 | Dec. 31, 2022 |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | ||
Accumulated deficit | $ 42,231,315 | $ 36,667,468 |
Cash and cash equivalents | $ 4,509,236 | $ 11,413,759 |
Total assets, percent | 44% |
SCHEDULE OF PURCHASE PRICE AND
SCHEDULE OF PURCHASE PRICE AND PRELIMINARY PURCHASE PRICE ALLOCATIONS (Details) | Sep. 30, 2023 USD ($) |
Accounting Policies [Abstract] | |
Cash | $ 2,500,000 |
Common Stock | 1,000,000 |
Total net assets | 3,500,000 |
Assets | |
Net working capital (including cash) | 1,167,000 |
Property and equipment | 326,000 |
Other assets | 8,000 |
Customer relationships | 700,000 |
Trade names and trademarks | 150,000 |
Goodwill | $ 1,149,000 |
SCHEDULE OF POTENTIALLY DILUTIV
SCHEDULE OF POTENTIALLY DILUTIVE SECURITIES (Details) - shares | 9 Months Ended | |
Sep. 30, 2023 | Sep. 30, 2022 | |
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | ||
Anti-dilutive securities | 5,333,647 | 5,514,717 |
Share-Based Payment Arrangement, Option [Member] | ||
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | ||
Anti-dilutive securities | 683,695 | 806,392 |
Warrant [Member] | ||
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | ||
Anti-dilutive securities | 4,649,952 | 4,624,952 |
Convertible Debt Securities [Member] | ||
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | ||
Anti-dilutive securities | 83,373 |
SCHEDULE OF REVENUE RECOGNITION
SCHEDULE OF REVENUE RECOGNITION (Details) - USD ($) | 3 Months Ended | 9 Months Ended | |||
Sep. 30, 2023 | Sep. 30, 2022 | Sep. 30, 2023 | Sep. 30, 2022 | ||
Product Information [Line Items] | |||||
Revenue related party | [1] | $ 300,236 | $ 1,150 | $ 320,895 | $ 2,457 |
Revenue consolidated | [1] | 298,484 | 1,150 | 319,143 | 2,457 |
Related Party [Member] | |||||
Product Information [Line Items] | |||||
Revenue related party | [1],[2] | (1,752) | (1,752) | ||
Royalty Income [Member] | |||||
Product Information [Line Items] | |||||
Revenue related party | [2] | 5,412 | 1,150 | 13,164 | 2,457 |
Revenue consolidated | [2] | 4,925 | 1,150 | 12,677 | 2,457 |
Royalty Income [Member] | Related Party [Member] | |||||
Product Information [Line Items] | |||||
Revenue related party | [2] | (487) | (487) | ||
Laboratory Services [Member] | |||||
Product Information [Line Items] | |||||
Revenue related party | [2] | 7,423 | 10,500 | ||
Revenue consolidated | [2] | 6,158 | 9,315 | ||
Laboratory Services [Member] | Related Party [Member] | |||||
Product Information [Line Items] | |||||
Revenue related party | [2] | (1,265) | (1,265) | ||
Defense Study [Member] | |||||
Product Information [Line Items] | |||||
Revenue related party | 4,500 | 14,250 | |||
Revenue consolidated | 4,500 | 14,250 | |||
Defense Study [Member] | Related Party [Member] | |||||
Product Information [Line Items] | |||||
Revenue related party | [2] | ||||
Health Care, Patient Service [Member] | Precision Pathology Laboratories Services LLC [Member] | |||||
Product Information [Line Items] | |||||
Revenue related party | [1] | 248,654 | |||
Revenue consolidated | [1] | 248,654 | 248,654 | ||
Health Care, Patient Service [Member] | Village Oaks Pathology Services P.A And Precision Pathology Laboratories Services LLC [Member] | |||||
Product Information [Line Items] | |||||
Revenue related party | [1] | 248,654 | |||
Health Care, Patient Service [Member] | Related Party [Member] | Precision Pathology Laboratories Services LLC [Member] | |||||
Product Information [Line Items] | |||||
Revenue related party | [1],[2] | ||||
Health Care, Patient Service [Member] | Related Party [Member] | Village Oaks Pathology Services P.A And Precision Pathology Laboratories Services LLC [Member] | |||||
Product Information [Line Items] | |||||
Revenue related party | [1],[2] | ||||
Histology Fees [Member] | Precision Pathology Laboratories Services LLC [Member] | |||||
Product Information [Line Items] | |||||
Revenue related party | [1] | 31,854 | |||
Revenue consolidated | [1] | 31,854 | 31,854 | ||
Histology Fees [Member] | Village Oaks Pathology Services P.A And Precision Pathology Laboratories Services LLC [Member] | |||||
Product Information [Line Items] | |||||
Revenue related party | [1] | 31,854 | |||
Histology Fees [Member] | Related Party [Member] | Precision Pathology Laboratories Services LLC [Member] | |||||
Product Information [Line Items] | |||||
Revenue related party | [1],[2] | ||||
Histology Fees [Member] | Related Party [Member] | Village Oaks Pathology Services P.A And Precision Pathology Laboratories Services LLC [Member] | |||||
Product Information [Line Items] | |||||
Revenue related party | [1],[2] | ||||
Health Care, Other [Member] | Precision Pathology Laboratories Services LLC [Member] | |||||
Product Information [Line Items] | |||||
Revenue related party | [1] | 2,392 | |||
Revenue consolidated | [1] | 2,393 | 2,393 | ||
Health Care, Other [Member] | Village Oaks Pathology Services P.A And Precision Pathology Laboratories Services LLC [Member] | |||||
Product Information [Line Items] | |||||
Revenue related party | [1] | 2,393 | |||
Health Care, Other [Member] | Related Party [Member] | Precision Pathology Laboratories Services LLC [Member] | |||||
Product Information [Line Items] | |||||
Revenue related party | [1],[2] | ||||
Health Care, Other [Member] | Related Party [Member] | Village Oaks Pathology Services P.A And Precision Pathology Laboratories Services LLC [Member] | |||||
Product Information [Line Items] | |||||
Revenue related party | [1],[2] | ||||
[1]The three months ended revenue for PPLS and its controlling interest entity, Village Oaks, only recognizes partial period of September 19 through September 30, 2023.[2]As of September 18, 2023 (date of the Acquisition), royalty and laboratory services income agreements are considered related parties and eliminated upon consolidation. |
SCHEDULE OF PROPERTY AND EQUIPM
SCHEDULE OF PROPERTY AND EQUIPMENT USEFUL LIFE (Details) | 9 Months Ended |
Sep. 30, 2023 | |
Property, Plant and Equipment [Line Items] | |
Property, plant and equipment, useful life | Lesser of lease term or useful life |
Computer Equipment [Member] | Minimum [Member] | |
Property, Plant and Equipment [Line Items] | |
Property, plant and equipment, useful life | 3 years |
Computer Equipment [Member] | Maximum [Member] | |
Property, Plant and Equipment [Line Items] | |
Property, plant and equipment, useful life | 5 years |
Computer Software [Member] | |
Property, Plant and Equipment [Line Items] | |
Property, plant and equipment, useful life | 3 years |
Equipment [Member] | Minimum [Member] | |
Property, Plant and Equipment [Line Items] | |
Property, plant and equipment, useful life | 3 years |
Equipment [Member] | Maximum [Member] | |
Property, Plant and Equipment [Line Items] | |
Property, plant and equipment, useful life | 5 years |
Furniture and Fixtures [Member] | Minimum [Member] | |
Property, Plant and Equipment [Line Items] | |
Property, plant and equipment, useful life | 5 years |
Furniture and Fixtures [Member] | Maximum [Member] | |
Property, Plant and Equipment [Line Items] | |
Property, plant and equipment, useful life | 7 years |
Vehicles [Member] | |
Property, Plant and Equipment [Line Items] | |
Property, plant and equipment, useful life | 5 years |
SCHEDULE OF INTANGIBLE ASSETS A
SCHEDULE OF INTANGIBLE ASSETS ADJUSTMENTS (Details) | 9 Months Ended |
Sep. 30, 2023 USD ($) | |
Indefinite-Lived Intangible Assets [Line Items] | |
Intangible assets cost | $ 1,998,553 |
Amortization | (1,943) |
Intangible assets net | $ 1,996,610 |
Goodwill [Member] | |
Indefinite-Lived Intangible Assets [Line Items] | |
Date acquired | Sep. 18, 2023 |
Intangible assets cost | $ 1,148,553 |
Amortization | |
Intangible assets net | $ 1,148,553 |
Trademarks and Trade Names [Member] | |
Indefinite-Lived Intangible Assets [Line Items] | |
Date acquired | Sep. 18, 2023 |
Intangible assets cost | $ 150,000 |
Amortization | (277) |
Intangible assets net | $ 149,723 |
Useful life | 18 years |
Customer Relationships [Member] | |
Indefinite-Lived Intangible Assets [Line Items] | |
Date acquired | Sep. 18, 2023 |
Intangible assets cost | $ 700,000 |
Amortization | (1,666) |
Intangible assets net | $ 698,334 |
Useful life | 14 years |
SUMMARY OF SIGNIFICANT ACCOUN_4
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Details Narrative) - USD ($) | 3 Months Ended | 9 Months Ended | ||||
Sep. 18, 2023 | Sep. 30, 2023 | Sep. 30, 2022 | Sep. 30, 2023 | Sep. 30, 2022 | Dec. 31, 2022 | |
Assets net | $ 3,500,000 | $ 3,500,000 | ||||
Cash | 2,500,000 | 2,500,000 | ||||
Stock issued during period, value | 1,000,000 | 1,000,000 | ||||
Goodwill | 1,148,553 | 1,148,553 | ||||
Federal insured limit | 250,000 | 250,000 | ||||
Advertising expense | $ 10,000 | $ 5,000 | $ 43,000 | $ 13,000 | ||
Common stock par value | $ 0.007 | $ 0.007 | $ 0.007 | |||
Amortization of intangible assets | $ 1,943 | 0 | $ 1,943 | 0 | ||
Selling, General and Administrative Expenses [Member] | Revision of Prior Period, Adjustment [Member] | ||||||
Reclassified patent expenses and annuity costs | $ 41,000 | $ 142,000 | ||||
Village O aks [Member] | ||||||
Assets net | $ 3,500,000 | |||||
Cash | $ 2,500,000 | |||||
Shares acquisitions for common stock | 564,972 | |||||
Stock issued during period, value | $ 1,000,000 | |||||
Liabilities assumed | 321,000 | |||||
Goodwill | $ 1,149,000 |
SCHEDULE OF ACCOUNTS RECEIVABLE
SCHEDULE OF ACCOUNTS RECEIVABLE (Details) - USD ($) | Sep. 30, 2023 | Dec. 31, 2022 |
Receivables [Abstract] | ||
CyPath® Lung royalty income | $ 16,107 | $ 4,803 |
Laboratory services | 12,390 | |
Other receivables | 4,730 | 5,686 |
Purchased receivables from acquisition, net of collections | 791,852 | |
Net patient fees receivable | 249,088 | |
Histology fees | 31,854 | |
Medical director fees | 2,393 | |
Accounts and other receivable, net | $ 1,108,414 | $ 10,489 |
SCHEDULE OF PREPAID EXPENSES AN
SCHEDULE OF PREPAID EXPENSES AND OTHER CURRENT ASSETS (Details) - USD ($) | Sep. 30, 2023 | Dec. 31, 2022 |
Prepaid Expenses And Other Current Assets | ||
Prepaid insurance | $ 240,540 | $ 340,078 |
Legal and professional | 30,847 | 72,048 |
Other | 111,264 | 119,773 |
Total prepaid expenses and other current assets | $ 382,651 | $ 531,899 |
SCHEDULE OF PROPERTY AND EQUI_2
SCHEDULE OF PROPERTY AND EQUIPMENT (Details) - USD ($) | Sep. 30, 2023 | Dec. 31, 2022 |
Property, Plant and Equipment [Line Items] | ||
Property and equipment, gross | $ 848,112 | $ 483,617 |
Accumulated depreciation | (335,960) | (269,180) |
Total property and equipment, net | 512,152 | 214,438 |
Lab Equipment [Member] | ||
Property, Plant and Equipment [Line Items] | ||
Property and equipment, gross | 649,499 | 462,155 |
Computer and Software [Member] | ||
Property, Plant and Equipment [Line Items] | ||
Property and equipment, gross | 68,682 | 21,463 |
Leasehold Improvements [Member] | ||
Property, Plant and Equipment [Line Items] | ||
Property and equipment, gross | 9,941 | |
Vehicles [Member] | ||
Property, Plant and Equipment [Line Items] | ||
Property and equipment, gross | $ 119,990 |
PROPERTY AND EQUIPMENT, NET (De
PROPERTY AND EQUIPMENT, NET (Details Narrative) - USD ($) | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2023 | Sep. 30, 2022 | Sep. 30, 2023 | Sep. 30, 2022 | |
Property, Plant and Equipment [Abstract] | ||||
Depreciation | $ 23,500 | $ 800 | $ 66,800 | $ 2,900 |
SCHEDULE OF ACCRUED EXPENSES (D
SCHEDULE OF ACCRUED EXPENSES (Details) - USD ($) | Sep. 30, 2023 | Dec. 31, 2022 |
Accrued Expenses | ||
Compensation | $ 554,511 | $ 340,680 |
Legal and professional | 18,487 | 144,440 |
Clinical | 27,776 | 50,922 |
Billing fees | 19,525 | |
Other | 23,487 | 5,852 |
Total accrued expenses | $ 643,786 | $ 541,894 |
UNEARNED REVENUE (Details Narra
UNEARNED REVENUE (Details Narrative) | Sep. 30, 2023 USD ($) |
Revenue Recognition and Deferred Revenue [Abstract] | |
Deferred revenue | $ 38,250 |
SCHEDULE OF COMPONENTS OF LEASE
SCHEDULE OF COMPONENTS OF LEASE EXPENSE (Details) - USD ($) | 9 Months Ended | |
Sep. 30, 2023 | Sep. 30, 2022 | |
Leases [Abstract] | ||
Amortization of right-of-use assets - finance lease | $ 32,081 | |
Interest on lease liabilities - finance lease | 8,634 | |
Operating lease cost | 9,972 | |
Total lease cost | $ 50,687 |
SCHEDULE OF BALANCE SHEET INFOR
SCHEDULE OF BALANCE SHEET INFORMATION RELATING TO LEASES (Details) - USD ($) | Sep. 30, 2023 | Dec. 31, 2022 |
Leases [Abstract] | ||
Operating lease right-of-use assets | $ 392,347 | |
Operating lease liability, current | 90,863 | |
Operating lease liability, long-term | 307,397 | |
Finance lease right-of-use asset, gross | 1,294,168 | |
Accumulated amortization | (32,081) | |
Finance lease right-of-use asset, net | 1,262,087 | |
Finance lease liability, current portion | 358,282 | |
Finance lease liability, long-term | 929,570 | |
Total finance lease liabilities | $ 1,287,852 | |
Weighted average remaining operating lease, term | 3 years 9 months 29 days | |
Weighted average remaining finance lease, term | 3 years 6 months | |
Operating leases | 8.07% | |
Finance leases | 8.01% |
SCHEDULE OF FUTURE MINIMUM LEAS
SCHEDULE OF FUTURE MINIMUM LEASE PAYMENT UNDER NON-CANCELLABLE (Details) - USD ($) | Sep. 30, 2023 | Dec. 31, 2022 |
Lessee, Operating Lease, Liability, to be Paid, Fiscal Year Maturity [Abstract] | ||
Remaining 2023 | $ 28,431 | |
2024 | 121,726 | |
2025 | 121,726 | |
2026 | 121,726 | |
2027 and thereafter | 71,007 | |
Total undiscounted cash flows | 464,616 | |
Less discounting | (66,356) | |
Present value of lease liabilities | 398,260 | |
Finance Lease, Liability, to be Paid, Fiscal Year Maturity [Abstract] | ||
Remaining 2023 | 112,126 | |
2024 | 448,505 | |
2025 | 448,505 | |
2026 | 270,395 | |
2027 and thereafter | 202,970 | |
Total undiscounted cash flows | 1,482,501 | |
Less discounting | (194,649) | |
Present value of lease liabilities | $ 1,287,852 |
LEASES (Details Narrative)
LEASES (Details Narrative) | Sep. 30, 2023 |
Operating lease, remaining lease term | 3 years 9 months 29 days |
Minimum [Member] | |
Finance lease, remaining lease term | 2 years 6 months |
Imputed interest, rate | 8.01% |
Maximum [Member] | |
Finance lease, remaining lease term | 4 years 3 months |
Imputed interest, rate | 8.07% |
COMMITMENTS AND CONTINGENCIES (
COMMITMENTS AND CONTINGENCIES (Details Narrative) - USD ($) | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2023 | Sep. 30, 2022 | Sep. 30, 2023 | Sep. 30, 2022 | |
Commitments and Contingencies Disclosure [Abstract] | ||||
Rent expense | $ 35,000 | $ 15,000 | $ 88,000 | $ 41,000 |
COMMON STOCK (Details Narrative
COMMON STOCK (Details Narrative) - $ / shares | 9 Months Ended | |||
Sep. 30, 2023 | Jun. 06, 2023 | Jun. 05, 2023 | Dec. 31, 2022 | |
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items] | ||||
Common stock, shares authorized | 25,000,000 | 25,000,000 | 14,285,715 | 14,285,714 |
Common stock par value | $ 0.007 | $ 0.007 | ||
Shares issued | 9,350,297 | |||
Common stock, shares issued | 9,216,883 | 8,381,324 | ||
Restricted Stock Units Unvested [Member] | ||||
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items] | ||||
Common stock, shares issued | 133,414 |
SUMMARY OF STOCK-BASED COMPENSA
SUMMARY OF STOCK-BASED COMPENSATION EXPENSE RECOGNIZED FOR STOCK OPTION AWARDS (Details) - USD ($) | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2023 | Sep. 30, 2022 | Sep. 30, 2023 | Sep. 30, 2022 | |
Share-Based Payment Arrangement, Expensed and Capitalized, Amount [Line Items] | ||||
Total stock-based compensation expense | $ 186,445 | $ 79,013 | $ 514,313 | $ 211,745 |
Research and Development Expense [Member] | ||||
Share-Based Payment Arrangement, Expensed and Capitalized, Amount [Line Items] | ||||
Total stock-based compensation expense | 10,304 | 4,072 | 32,193 | 3,318 |
Selling, General and Administrative Expenses [Member] | ||||
Share-Based Payment Arrangement, Expensed and Capitalized, Amount [Line Items] | ||||
Total stock-based compensation expense | $ 181,140 | $ 74,941 | $ 482,120 | $ 208,427 |
SUMMARY OF OPTION ACTIVITY (Det
SUMMARY OF OPTION ACTIVITY (Details) - USD ($) | 9 Months Ended | |
Sep. 30, 2023 | Sep. 30, 2022 | |
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items] | ||
Options Granted | 0 | 7,142 |
Options Exercised | 0 | 64,848 |
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, beginning balance | $ 4.33 | |
Options Granted | 0 | |
Weighted-Average Exercise Price, Granted | ||
Options Exercised | 0 | |
Weighted-Average Exercise Price, Exercised | ||
Options, Forfeited | (122,697) | |
Weighted-Average Exercise Price,Forfeited | $ 5.86 | |
Options Outstanding, ending balance | 683,695 | |
Weighted-Average Exercise Price Outstanding, ending balance | $ 3.99 | |
Weighted- Average Remaining Contractual Term, Outstanding | 3 years 2 months 12 days | |
Aggregate Intrinsic Value Outstanding, ending balance | $ 254,225 | |
Options, Vested and exercisable | 681,711 | |
Weighted-Average Exercise Price, Vested and exercisable | $ 3.99 | |
Weighted- Average Remaining Contractual Term, Vested and exercisable | 3 years 2 months 12 days | |
Aggregate Intrinsic Value, Vested and exercisable | $ 254,225 |
SUMMARY OF RESTRICTED STOCK AWA
SUMMARY OF RESTRICTED STOCK AWARD (Details) - $ / shares | 9 Months Ended | |
Sep. 30, 2023 | Sep. 30, 2022 | |
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items] | ||
Restricted stock awards, Granted | 0 | 7,142 |
Vested number of RSA, Forfeited | (227,760) | |
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 | (42,825) | |
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 | 79,814 | |
Unvested number of RSA, Beginning Balance | 35,106 | |
Restricted stock awards, Granted | 326,068 | |
Weighted-average grant price, Granted | $ 1.86 | |
FMV on grant date, Granted | 607,313 | |
Vested number of RSA, Granted | 227,760 | |
Unvested number of RSA, Granted | 98,308 | |
Restricted stock awards, Forfeited | (4,979) | |
Weighted-average grant price, Forfeited | $ 2.76 | |
FMV on grant date, Forfeited | (13,742) | |
Vested number of RSA, Forfeited | (4,979) | |
Unvested number of RSA, Forfeited | ||
Restricted stock awards, Ending Balance | 436,009 | |
Weighted-average grant price, Ending Balance | $ 2.30 | |
FMV on grant date, Ending Balance | 1,003,008 | |
Vested number of RSA, Ending Balance | 302,595 | |
Unvested number of RSA, Ending Balance | 133,414 |
SCHEDULE OF FAIR VALUE ASSUMPTI
SCHEDULE OF FAIR VALUE ASSUMPTIONS (Details) | 9 Months Ended |
Sep. 30, 2022 $ / shares | |
Share-Based Payment Arrangement [Abstract] | |
Fair value of Common Stock | $ 4.62 |
Volatility | 63.90% |
Expected term (in years) | 6 years |
Risk-free interest rate | 2.20% |
Dividend yield | 0% |
STOCK-BASED COMPENSATION (Detai
STOCK-BASED COMPENSATION (Details Narrative) - USD ($) | 9 Months Ended | |||||
Sep. 30, 2023 | Sep. 30, 2022 | Jun. 30, 2023 | Jun. 06, 2023 | Jun. 05, 2023 | Dec. 31, 2022 | |
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items] | ||||||
Grant option, outstanding | 2,000,000 | |||||
Common stock, shares authorized | 25,000,000 | 25,000,000 | 14,285,715 | 14,285,714 | ||
Unrecognized compensation | $ 0 | |||||
Options exercised, shares | 0 | 64,848 | ||||
Proceeds from stock options, exercised | $ 74,900 | |||||
Grant date fair value of options granted | 0 | 7,142 | ||||
Weighted-average grant date fair value of options granted | $ 2.84 | |||||
Restricted stock awards | 227,760 | |||||
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 | 42,825 | |||||
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 | 326,068 | |||||
Restricted stock awards | 4,979 | |||||
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 | |||||
Unissued shares | 21,000 | |||||
Minimum [Member] | ||||||
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items] | ||||||
Common stock, shares authorized | 1,142,857 | |||||
Maximum [Member] | ||||||
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items] | ||||||
Common stock, shares authorized | 2,000,000 |
WARRANTS (Details Narrative)
WARRANTS (Details Narrative) - $ / shares | 9 Months Ended | |||
Sep. 30, 2023 | Sep. 30, 2022 | Sep. 17, 2023 | Dec. 31, 2022 | |
Warrant outstanding | 4,649,952 | 4,649,952 | ||
Warrant [Member] | ||||
Weighted average exercise price | $ 5.03 | $ 5.03 | ||
Exercise of warrants | 0 | 1,036,486 | ||
Tradeable Warrant [Member] | ||||
Warrant outstanding | 73,568 | |||
Non-Tradeable Warrant [Member] | ||||
Warrant outstanding | 73,568 | |||
Pre-IPO Warrant [Member] | ||||
Warrant outstanding | 1,109,475 |