Cover
Cover - shares | 3 Months Ended | |
Mar. 31, 2024 | May 08, 2024 | |
Document Type | 10-Q | |
Amendment Flag | false | |
Document Quarterly Report | true | |
Document Transition Report | false | |
Document Period End Date | Mar. 31, 2024 | |
Document Fiscal Period Focus | Q1 | |
Document Fiscal Year Focus | 2024 | |
Current Fiscal Year End Date | --12-31 | |
Entity File Number | 001-41463 | |
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 | 11,657,537 | |
Common Stock Par Value 0.007 Per Share [Member] | ||
Title of 12(b) Security | Common Stock, par value $0.007 per share | |
Trading Symbol | BIAF | |
Security Exchange Name | NASDAQ | |
Tradeable Warrants To Purchase Common Stock [Member] | ||
Title of 12(b) Security | Tradeable Warrants to purchase Common Stock | |
Trading Symbol | BIAFW | |
Security Exchange Name | NASDAQ |
Condensed Consolidated Balance
Condensed Consolidated Balance Sheets - USD ($) | Mar. 31, 2024 | Dec. 31, 2023 |
Current assets: | ||
Cash and cash equivalents | $ 2,453,165 | $ 2,821,570 |
Accounts and other receivables, net | 1,123,609 | 811,674 |
Inventory | 9,487 | 18,484 |
Prepaid expenses and other current assets | 344,900 | 321,017 |
Total current assets | 3,931,161 | 3,972,745 |
Non-current assets: | ||
Property and equipment, net | 461,209 | 458,633 |
Operating lease right-of-use asset, net | 347,860 | 370,312 |
Finance lease right-to-use, net | 1,069,601 | 1,165,844 |
Goodwill | 1,404,486 | 1,404,486 |
Intangible assets, net | 818,889 | 833,472 |
Other assets | 16,060 | 16,060 |
Total assets | 8,049,266 | 8,221,552 |
Current liabilities: | ||
Accounts payable | 383,993 | 604,789 |
Accrued expenses | 883,319 | 1,149,811 |
Unearned revenue | 30,174 | 33,058 |
Operating lease liability, current portion | 96,631 | 94,708 |
Finance lease liability, current portion | 372,787 | 365,463 |
Notes payable, current portion | 4,686 | |
Total current liabilities | 1,771,590 | 2,247,829 |
Non-current liabilities: | ||
Finance lease liability, net of current portion | 739,478 | 835,467 |
Operating lease liability, net of current portion | 258,110 | 283,001 |
Notes payable, net of current portion | 23,037 | |
Total liabilities | 2,792,215 | 3,366,297 |
Commitments and contingencies (See Note 11) | ||
Stockholders’ equity: | ||
Preferred stock, par value $0.001 per share; 20,000,000 shares authorized; no shares issued or outstanding at March 31, 2024, and December 31, 2023 | ||
Common stock, par value $0.007 per share; 25,000,000 shares authorized; 11,216,491 and 9,394,610 issued and outstanding at March 31, 2024, and at December 31, 2023, respectively. | 78,515 | 65,762 |
Additional paid-in capital | 51,744,830 | 49,393,972 |
Accumulated deficit | (46,566,294) | (44,604,479) |
Total stockholders’ equity | 5,257,051 | 4,855,255 |
Total liabilities and stockholders’ equity | $ 8,049,266 | $ 8,221,552 |
Condensed Consolidated Balanc_2
Condensed Consolidated Balance Sheets (Parenthetical) - $ / shares | Mar. 31, 2024 | Dec. 31, 2023 |
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 | 25,000,000 |
Common stock, shares issued | 11,216,491 | 9,394,610 |
Common stock, shares outstanding | 11,216,491 | 9,394,610 |
Condensed Consolidated Statemen
Condensed Consolidated Statements of Operations (Unaudited) - USD ($) | 3 Months Ended | |
Mar. 31, 2024 | Mar. 31, 2023 | |
Income Statement [Abstract] | ||
Net Revenue | $ 2,406,391 | $ 921 |
Operating expenses: | ||
Direct costs and expenses | 1,573,441 | 87 |
Research and development | 393,639 | 369,617 |
Clinical development | 48,960 | 19,628 |
Selling, general and administrative | 2,185,944 | 1,147,875 |
Depreciation and amortization | 149,637 | 21,684 |
Total operating expenses | 4,351,621 | 1,558,891 |
Loss from operations | (1,945,230) | (1,557,970) |
Other income (expense): | ||
Interest income | 6,127 | 38,654 |
Interest expense | (23,550) | (1,655) |
Other expense | 4,510 | |
Total other expense | (12,913) | 36,999 |
Net loss before provision for income taxes | (1,958,143) | (1,520,971) |
Income tax expense | (3,672) | (11,819) |
Net loss | $ (1,961,815) | $ (1,532,790) |
Net loss per common share, basic | $ (0.20) | $ (0.18) |
Net loss per common share, diluted | $ (0.20) | $ (0.18) |
Weighted average common shares outstanding, basic | 9,915,426 | 8,433,689 |
Weighted average common shares outstanding, diluted | 9,915,426 | 8,433,689 |
Condensed Consolidated Statem_2
Condensed Consolidated Statements of Stockholders' Equity (Unaudited) - USD ($) | Preferred Stock [Member] | Common Stock [Member] | Additional Paid-in Capital [Member] | Retained Earnings [Member] | Total |
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 | $ 572 | 157,041 | 157,613 | ||
Stock-based compensation expense, shares | 81,728 | ||||
Net loss | (1,532,790) | (1,532,790) | |||
Balance, value at Mar. 31, 2023 | $ 59,241 | 47,809,283 | (38,200,258) | 9,668,266 | |
Balance, shares at Mar. 31, 2023 | 8,463,052 | ||||
Balance, value at Dec. 31, 2023 | $ 65,762 | 49,393,972 | (44,604,479) | 4,855,255 | |
Balance, shares at Dec. 31, 2023 | 9,394,610 | ||||
Stock-based compensation expense | $ 1,099 | 282,613 | 283,712 | ||
Stock-based compensation expense, shares | 157,033 | ||||
Exercise of stock options | $ 454 | 74,445 | 74,899 | ||
Exercise of stock options, shares | 64,848 | ||||
Sale of common stock | $ 11,200 | 2,488,800 | 2,500,000 | ||
Sale of common stock, shares | 1,600,000 | ||||
Offering costs | (495,000) | (495,000) | |||
Net loss | (1,961,815) | (1,961,815) | |||
Balance, value at Mar. 31, 2024 | $ 78,515 | $ 51,744,830 | $ (46,566,294) | $ 5,257,051 | |
Balance, shares at Mar. 31, 2024 | 11,216,491 |
Condensed Consolidated Statem_3
Condensed Consolidated Statements of Cash Flows (Unaudited) - USD ($) | 3 Months Ended | |
Mar. 31, 2024 | Mar. 31, 2023 | |
Cash flows from operating activities | ||
Net loss | $ (1,961,815) | $ (1,532,790) |
Adjustments to reconcile net loss to net cash used in operating activities: | ||
Depreciation and amortization | 149,637 | 21,684 |
Stock-based compensation expense | 283,712 | 157,613 |
Changes in operating assets and liabilities: | ||
Accounts and other receivables | (311,935) | (538) |
Inventory | 8,997 | (5,795) |
Prepaid expenses and other assets | (23,883) | 89,847 |
Accounts payable | (220,796) | (198,505) |
Accrued expenses | (266,492) | (60,557) |
Unearned revenue | (2,884) | |
Operating lease right-of-use asset | (516) | |
Net cash used in operating activities | (2,345,975) | (1,529,041) |
Cash flows from investing activities | ||
Purchase of property and equipment | (41,387) | (32,314) |
Net cash used in investing activities | (41,387) | (32,314) |
Cash flows from financing activities | ||
Proceeds from issuance of common stock from direct offering, net of underwriting discounts, commissions and offering expenses of approximately $495,000 | 2,005,000 | |
Proceeds from exercised stock options | 74,899 | |
Proceeds from loans payable | 27,723 | |
Payment on loans payable | (83,316) | |
Principal repayments on finance leases | (88,665) | |
Net cash provided by (used in) financing activities | 2,018,957 | (83,316) |
Net decrease in cash and cash equivalents | (368,405) | (1,644,671) |
Cash and cash equivalents at beginning of period | 2,821,570 | 11,413,759 |
Cash and cash equivalents at end of period | 2,453,165 | 9,769,088 |
Supplemental disclosures of cash flow information: | ||
Interest expense paid in cash | 23,550 | 11,819 |
Income taxes paid in cash | $ 3,672 | $ 1,655 |
Condensed Consolidated Statem_4
Condensed Consolidated Statements of Cash Flows (Unaudited) (Parenthetical) | 3 Months Ended |
Mar. 31, 2024 USD ($) | |
Statement of Cash Flows [Abstract] | |
Underwriting discounts, commissions and offering expenses | $ 495,000 |
NATURE OF OPERATIONS, ORGANIZAT
NATURE OF OPERATIONS, ORGANIZATION, AND BASIS OF PRESENTATION | 3 Months Ended |
Mar. 31, 2024 | |
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 identifies cancer cells and cell populations indicative of a diseased state for analysis using proprietary platforms developed using artificial intelligence (“AI”). 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 Securities and Exchange Commission (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, 2023, 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, 2024, 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 Annual Report on Form 10-K for the year ended December 31, 2023, filed with the SEC on April 1, 2024 (the “2023 Form 10-K”) filed with the SEC on April 1, 2024. 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 $ 46.6 2.5 30 1,600,000 0.007 1,600,000 1.64 2.05 |
SUMMARY OF SIGNIFICANT ACCOUNTI
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES | 3 Months Ended |
Mar. 31, 2024 | |
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 condensed 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 Roby P. Joyce, M.D., dated September 18, 2023, acquired substantially all the assets and assumed certain liabilities of Village Oaks in exchange for total consideration of $ 3,500,000 2.5 564,972 1 ® The Company recognized goodwill of $ 1,404,000 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) $ 912,000 Property and equipment 326,000 Other assets 8,000 Customer relationships 700,000 Trade names and trademarks 150,000 Goodwill 1,404,000 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. The preliminary purchase price allocations relating to the acquisition previously reported in the Quarterly Report on Form 10-Q filed October 14, 2023, reported Net Working Capital of $ 1,167,000 1,149,000 811,000 For prior year comparative purposes, the pro-forma statement of operations as if combined on January 1, 2022, would result in net revenues of $ 1,806,196 1,779,300 0.21 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 $ 11,920 6,049 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 March 31, 2024 and 2023, as they would be anti-dilutive: SCHEDULE OF POTENTIALLY DILUTIVE SECURITIES 2024 2023 As of March 31, 2024 2023 Shares underlying options outstanding 618,847 806,392 Shares underlying warrants outstanding 8,838,717 4,649,952 Anti-dilutive securities 9,457,564 5,456,344 Revenue Recognition The Company recognizes as revenue the amount that reflects the consideration to which it expects to be entitled in exchange for goods sold or services rendered primarily upon completion of the testing process (when results are reported) or when services have been rendered. Patient Service Fee revenue Net revenues from patient service fees accounted for greater than 95 The process for estimating revenues and the ultimate collection of accounts receivable involves significant judgment and estimation. The Company follows a standard process, which considers historical denial and collection experience and other factors (including the period of time that the receivables have been outstanding), to estimate contractual allowances and implicit price concessions, recording adjustments in the current period as changes in estimates. Further adjustments to the allowances, based on actual receipts, may be recorded upon settlement. SCHEDULE OF REVENUE RECOGNITION 2024 2023 For the three months ended 2024 2023 Patient service fees 1 $ 2,149,049 $ — Histology service fees 237,972 — Medical director fees 16,058 — Department of Defense observational studies 2,885 — Other revenues 2 427 921 Total net revenue $ 2,406,391 $ 921 1 Patient services fees include direct billing for CyPath ® 2 Other revenues include pre-acquisition CyPath ® Property and Equipment In accordance with ASC 360-10, Accounting for the Impairment of Long-Lived Assets 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 March 31, 2024: SCHEDULE OF INTANGIBLE ASSETS ADJUSTMENTS Description Date Acquired Useful Life Cost Amortization Net Goodwill 9/18/2023 $ 1,404,486 $ — $ 1,404,486 Trade names and trademarks 9/18/2023 18 150,000 (4,444 ) 145,556 Customer relationships 9/18/2023 14 700,000 (26,667 ) 673,333 Total Intangible Assets $ 2,254,486 $ (31,111 ) $ 2,223,375 For the three months ended March 31, 2024, amortization of intangible assets totaled $ 14,583 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. 2023-07, Segment Reporting (Topic 280): Improvements to Reportable Segment Disclosures on December 31, 2023. The Company used the 5 steps to ASC 280 to evaluate what, if any, segment reporting would be beneficial for shareholders. These 5 steps included: 1) Evaluate operating segments for aggregation, 2) Perform quantitative threshold tests, 3) Evaluate remaining operating segments for aggregation, 4) Ensure that 75 percent of revenue is reported, and 5) Consider practical limit. Based on the analysis above against those 5 steps, management concludes that segment reporting is required for two segment operations: 1) diagnostic R&D and 2) laboratory services. Segment Information The Company is organized in two operating segments, Diagnostic Research and Development (R&D) and Laboratory Services, whereby its chief operating decision maker (“CODM”) assesses the performance of and allocates resources. The CODM is the Chief Executive Officer. Diagnostic R&D includes research and development and clinical development on diagnostic tests. Any revenues assigned to Diagnostic R&D are proceeds received from observational studies. Laboratory services include all the operations from Village Oaks and PPLS in addition to sales and marketing costs of CyPath ® SCHEDULE OF SEGMENT INFORMATION 2024 2023 As of March 31, 2024 2023 Net revenues: Diagnostic R&D $ 2,885 $ — Laboratory services 1 1 2,403,506 921 Total net revenues 2,406,391 921 Operating expenses: Diagnostic R&D (442,599 ) (389,245 ) Laboratory services (2,736,999 ) (87 ) General corporate activities (1,172,023 ) (1,169,559 ) Total operating loss (1,945,230 ) (1,557,970 ) Non-operating income (expense), net (12,913 ) 36,999 Net loss before income taxes (1,958,143 ) (1,520,971 ) Income tax expense (3,672 ) (11,819 ) Net loss $ (1,961,815 ) $ (1,532,790 ) 1 The majority of the increase versus the prior year is from the acquisition of Precision Pathology Laboratories Services, LLC on September 18, 2024. 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 $ 393,639 369,617 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 condensed consolidated balance sheets and within research and development expense in the accompanying condensed 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 U.S. are a significant factor in providing medical care. In the U.S., drugs, biological products, and medical devices are regulated by the Federal Food, Drug, and Cosmetic Act (“FDCA”), which is administered by the Food and Drug Administration (“FDA”) and the CMS. The Company has not yet obtained marketing authorization from the FDA but is able to market its CyPath ® |
ACCOUNTS AND OTHER RECEIVABLES,
ACCOUNTS AND OTHER RECEIVABLES, NET | 3 Months Ended |
Mar. 31, 2024 | |
Credit Loss [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 March 31, 2024 December 31, 2023 Patient service fees $ 951,636 $ 657,717 Histology service fees 112,790 121,301 Medical director fees 3,040 3,103 Other receivables 56,143 29,553 Total accounts and other receivables, net $ 1,123,609 $ 811,674 |
PREPAID EXPENSES AND OTHER CURR
PREPAID EXPENSES AND OTHER CURRENT ASSETS | 3 Months Ended |
Mar. 31, 2024 | |
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 March 31, 2024 December 31, 2023 Prepaid insurance $ 120,215 $ 171,855 Legal and professional 25,042 24,476 Other 199,643 124,686 Total prepaid expenses and other current assets $ 344,900 $ 321,017 |
PROPERTY AND EQUIPMENT, NET
PROPERTY AND EQUIPMENT, NET | 3 Months Ended |
Mar. 31, 2024 | |
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 March 31, 2024 December 31, 2023 Lab equipment $ 647,214 $ 647,214 Computers and software 68,682 68,682 Leasehold improvements 9,941 9,941 Vehicles 148,102 105,919 Property and equipment, gross 873,939 831,756 Accumulated depreciation (412,730 ) (373,123 ) Total property and equipment, net $ 461,209 $ 458,633 Depreciation expense was $ 38,811 21,685 |
ACCRUED EXPENSES
ACCRUED EXPENSES | 3 Months Ended |
Mar. 31, 2024 | |
Payables and Accruals [Abstract] | |
ACCRUED EXPENSES | Note 6. ACCRUED EXPENSES Accrued expenses are summarized below: SCHEDULE OF ACCRUED EXPENSES March 31, 2024 December 31, 2023 Compensation $ 670,488 $ 857,037 Legal and professional 196,553 257,926 Clinical 3,356 15,350 Other 12,922 19,498 Total accrued expenses $ 883,319 $ 1,149,811 |
UNEARNED REVENUE
UNEARNED REVENUE | 3 Months Ended |
Mar. 31, 2024 | |
Revenue Recognition and Deferred Revenue [Abstract] | |
UNEARNED REVENUE | Note 7. UNEARNED REVENUE The Company engaged in an observational study of CyPath ® ® 30,174 33,058 |
FAIR VALUE MEASUREMENTS
FAIR VALUE MEASUREMENTS | 3 Months Ended |
Mar. 31, 2024 | |
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 | 3 Months Ended |
Mar. 31, 2024 | |
Leases [Abstract] | |
LEASES | Note 9. LEASES The Company has one operating lease for its real estate and office space for the CAP/CLIA laboratory, as well as multiple finance leases for lab equipment in Texas that were acquired through the September 18, 2023, acquisition. The operating lease has a remaining lease term of 3.33 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 8.07 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. The components of lease expense, which are included in selling, general and administrative expense and depreciation and amortization for the three months ended March 31, 2024 and 2023, are as follows: SCHEDULE OF COMPONENTS OF LEASE EXPENSE Components of lease expense: 2024 2023 Amortization of right-of-use assets - finance lease $ 96,243 $ — Interest on lease liabilities - finance lease 23,550 — Operating lease cost 29,915 — Total lease cost $ 149,708 $ — Supplemental balance sheet information relating to leases was as follows as of March 31, 2024, and December 31, 2023: SCHEDULE OF BALANCE SHEET INFORMATION RELATING TO LEASES Operating leases: 2024 2023 Operating lease right-of-use assets $ 347,860 $ 370,312 Operating lease liability, current $ 96,631 $ 94,708 Operating lease liability, long-term $ 258,110 $ 283,001 Finance leases: 2024 2023 Finance lease right-of-use asset, gross $ 1,294,168 $ 1,294,168 Accumulated amortization (224,567 ) (128,324 ) Finance lease right-of-use asset, net 1,069,601 1,165,844 Finance lease liability, current portion 372,787 365,463 Finance lease liability, long-term 739,478 835,467 Total finance lease liabilities $ 1,112,265 $ 1,200,930 Weighted-average remaining lease term: 2024 2023 Operating leases (in years) 3.33 3.58 Finance leases (in years) 3.04 3.25 Weighted-average discount rate: 2024 2023 Operating leases 8.07 % 8.07 % Finance leases 8.01 % 8.01 % Future minimum lease payment under non-cancellable lease as of March 31, 2024, are as follows: SCHEDULE OF FUTURE MINIMUM LEASE PAYMENT UNDER NON-CANCELLABLE Operating Leases Finance Leases Remaining for 2024 $ 91,294 $ 336,378 2025 121,726 448,505 2026 121,726 270,395 2027 and thereafter 71,007 202,970 Total undiscounted cash flows 405,753 1,258,248 Less discounting (51,012 ) (145,983 ) Present value of lease liabilities $ 354,741 $ 1,112,265 |
NOTES PAYABLE
NOTES PAYABLE | 3 Months Ended |
Mar. 31, 2024 | |
Debt Disclosure [Abstract] | |
NOTES PAYABLE | Note 10. NOTES PAYABLE Toyota Corolla - 2024 On March 18, 2024, the Company entered into a Finance Agreement to purchase a 2024 Toyota Corolla for $ 33,620 February 18, 2030 5.99 467 27,723 0 4,686 0 |
COMMITMENTS AND CONTINGENCIES
COMMITMENTS AND CONTINGENCIES | 3 Months Ended |
Mar. 31, 2024 | |
Commitments and Contingencies Disclosure [Abstract] | |
COMMITMENTS AND CONTINGENCIES | Note 11. 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 laboratory and additional office space under an operating lease that is renewable annually by written notice by the Company and will require renewal in September 2024. Rent expense for office and lab space amounted to approximately $ 31,000 26,000 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 | 3 Months Ended |
Mar. 31, 2024 | |
Equity [Abstract] | |
COMMON STOCK | Note 12. COMMON STOCK Common Stock The Company has authorized a total of 25,000,000 0.007 14,285,715 25,000,000 11,514,354 297,862 9,505,255 110,664 |
STOCK-BASED COMPENSATION
STOCK-BASED COMPENSATION | 3 Months Ended |
Mar. 31, 2024 | |
Share-Based Payment Arrangement [Abstract] | |
STOCK-BASED COMPENSATION | Note 13. 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 2024 2023 Three Months Ended March 31, 2024 2023 Research and development $ 21,882 $ 11,268 Selling, general and administrative 260,731 146,345 Total stock-based compensation expense $ 282,613 $ 157,613 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, 2023 683,695 $ 3.99 2.9 158,332 Granted — — Exercised (64,848 ) 1.155 Forfeited — — Outstanding at March 31, 2024 618,847 $ 4.28 2.7 $ 243,097 Vested and exercisable at March 31, 2024 618,053 $ 4.28 2.7 $ 243,097 As of March 31, 2024, there was no During the three months ended March 31, 2024, 64,848 1.155 74,899 no The following table summarizes restricted stock award activity under the Plan: SUMMARY OF RESTRICTED STOCK AWARD Number of Weighted-average FMV on Vested number Unvested number Balance at December 31, 2023 540,967 $ 2.24 $ 1,209,391 441,059 99,908 Granted 344,251 1.53 528,013 146,297 197,954 Forfeited — — — — — Balance at March 31, 2024 885,218 $ 1.96 $ 1,737,404 587,356 297,862 During the three months ended March 31, 2024, the Company issued restricted stock awards (“RSAs”) for 344,251 three years 10,736 146,297 |
WARRANTS
WARRANTS | 3 Months Ended |
Mar. 31, 2024 | |
Warrants | |
WARRANTS | Note 14. WARRANTS The Company’s outstanding Common Stock warrants are equity classified. As of March 31, 2024, and December 31, 2023, the Company had 8,838,717 4,649,952 3.53 no 1,036,486 On March 8, 2024, the Company issued to certain investors (i) in a registered direct offering, 1,600,000 1,600,000 1.64 32,000 1.64 Section 3(b) of the Warrant Agreement executed during the IPO in September 2022 provides that in the event of a Dilutive Issuance, the Exercise Price of the Warrants shall be reduced and only reduced to equal the effective price per share of the Dilutive Issuance (the “Base Share Price”), and the number of Warrant Shares issuable thereunder shall be increased such that the aggregate Exercise Price payable pursuant to the Warrant, after taking into account the decrease in the Exercise Price, shall be equal to the aggregate Exercise Price prior to such adjustment, provided that the Base Share Price shall not be less than $3.0625 (50% of the public offering price of the Units sold in the Company’s IPO) (subject to adjustment for reverse and forward stock splits, recapitalizations, and similar transactions). The effect of the Transaction is such that the Exercise Price of the Warrants shall be reduced to $ 3.0625 3.0625 As of March 8, 2024, and prior to the Transaction, there were Tradeable Warrants to purchase up to an aggregate of 1,601,259 2,704,554 SCHEDULE OF CLASS OF WARRANT Number of Weighted-average Number of warrants exercised Number of warrants outstanding Pre-IPO convertible notes 2,900,904 $ 5.31 — 2,900,904 IPO tradeable 2,326,834 3.06 (725,576 ) 1,601,259 IPO non-tradable 3,015,464 3.06 (310,910 ) 2,704,554 Direct offering March 8, 2024 1,600,000 1.64 — 1,600,000 Placement agent direct offering March 8, 2024 32,000 1.64 — 32,000 Balance at March 31, 2024 9,875,202 $ 3.53 (1,036,486 ) 8,838,717 |
SUBSEQUENT EVENTS
SUBSEQUENT EVENTS | 3 Months Ended |
Mar. 31, 2024 | |
Subsequent Events [Abstract] | |
SUBSEQUENT EVENTS | Note 15. SUBSEQUENT EVENTS The Company evaluated subsequent events and transactions that occurred after the condensed consolidated 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. On April 10, 2024, the Company entered into a new office lease agreement to lease the office facility space beginning on September 1, 2024. The lease term is 6 years (September 1, 2024, to August 30, 2030) with monthly base rent payments beginning at $2,970 (annual $35,640) for the first year and ending at $3,615 (annual $43,380) for the final year. In addition to the base rent, the Company will pay additional rent, as a tenant share, equal to 5.49% (based on square footage of the entire office premise) of monthly operating expenses. |
SUMMARY OF SIGNIFICANT ACCOUN_2
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Policies) | 3 Months Ended |
Mar. 31, 2024 | |
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 condensed 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 Roby P. Joyce, M.D., dated September 18, 2023, acquired substantially all the assets and assumed certain liabilities of Village Oaks in exchange for total consideration of $ 3,500,000 2.5 564,972 1 ® The Company recognized goodwill of $ 1,404,000 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) $ 912,000 Property and equipment 326,000 Other assets 8,000 Customer relationships 700,000 Trade names and trademarks 150,000 Goodwill 1,404,000 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. The preliminary purchase price allocations relating to the acquisition previously reported in the Quarterly Report on Form 10-Q filed October 14, 2023, reported Net Working Capital of $ 1,167,000 1,149,000 811,000 For prior year comparative purposes, the pro-forma statement of operations as if combined on January 1, 2022, would result in net revenues of $ 1,806,196 1,779,300 0.21 |
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 $ 11,920 6,049 |
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 March 31, 2024 and 2023, as they would be anti-dilutive: SCHEDULE OF POTENTIALLY DILUTIVE SECURITIES 2024 2023 As of March 31, 2024 2023 Shares underlying options outstanding 618,847 806,392 Shares underlying warrants outstanding 8,838,717 4,649,952 Anti-dilutive securities 9,457,564 5,456,344 |
Revenue Recognition | Revenue Recognition The Company recognizes as revenue the amount that reflects the consideration to which it expects to be entitled in exchange for goods sold or services rendered primarily upon completion of the testing process (when results are reported) or when services have been rendered. Patient Service Fee revenue Net revenues from patient service fees accounted for greater than 95 The process for estimating revenues and the ultimate collection of accounts receivable involves significant judgment and estimation. The Company follows a standard process, which considers historical denial and collection experience and other factors (including the period of time that the receivables have been outstanding), to estimate contractual allowances and implicit price concessions, recording adjustments in the current period as changes in estimates. Further adjustments to the allowances, based on actual receipts, may be recorded upon settlement. SCHEDULE OF REVENUE RECOGNITION 2024 2023 For the three months ended 2024 2023 Patient service fees 1 $ 2,149,049 $ — Histology service fees 237,972 — Medical director fees 16,058 — Department of Defense observational studies 2,885 — Other revenues 2 427 921 Total net revenue $ 2,406,391 $ 921 1 Patient services fees include direct billing for CyPath ® 2 Other revenues include pre-acquisition CyPath ® |
Property and Equipment | Property and Equipment In accordance with ASC 360-10, Accounting for the Impairment of Long-Lived Assets 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 March 31, 2024: SCHEDULE OF INTANGIBLE ASSETS ADJUSTMENTS Description Date Acquired Useful Life Cost Amortization Net Goodwill 9/18/2023 $ 1,404,486 $ — $ 1,404,486 Trade names and trademarks 9/18/2023 18 150,000 (4,444 ) 145,556 Customer relationships 9/18/2023 14 700,000 (26,667 ) 673,333 Total Intangible Assets $ 2,254,486 $ (31,111 ) $ 2,223,375 For the three months ended March 31, 2024, amortization of intangible assets totaled $ 14,583 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. 2023-07, Segment Reporting (Topic 280): Improvements to Reportable Segment Disclosures on December 31, 2023. The Company used the 5 steps to ASC 280 to evaluate what, if any, segment reporting would be beneficial for shareholders. These 5 steps included: 1) Evaluate operating segments for aggregation, 2) Perform quantitative threshold tests, 3) Evaluate remaining operating segments for aggregation, 4) Ensure that 75 percent of revenue is reported, and 5) Consider practical limit. Based on the analysis above against those 5 steps, management concludes that segment reporting is required for two segment operations: 1) diagnostic R&D and 2) laboratory services. |
Segment Information | Segment Information The Company is organized in two operating segments, Diagnostic Research and Development (R&D) and Laboratory Services, whereby its chief operating decision maker (“CODM”) assesses the performance of and allocates resources. The CODM is the Chief Executive Officer. Diagnostic R&D includes research and development and clinical development on diagnostic tests. Any revenues assigned to Diagnostic R&D are proceeds received from observational studies. Laboratory services include all the operations from Village Oaks and PPLS in addition to sales and marketing costs of CyPath ® SCHEDULE OF SEGMENT INFORMATION 2024 2023 As of March 31, 2024 2023 Net revenues: Diagnostic R&D $ 2,885 $ — Laboratory services 1 1 2,403,506 921 Total net revenues 2,406,391 921 Operating expenses: Diagnostic R&D (442,599 ) (389,245 ) Laboratory services (2,736,999 ) (87 ) General corporate activities (1,172,023 ) (1,169,559 ) Total operating loss (1,945,230 ) (1,557,970 ) Non-operating income (expense), net (12,913 ) 36,999 Net loss before income taxes (1,958,143 ) (1,520,971 ) Income tax expense (3,672 ) (11,819 ) Net loss $ (1,961,815 ) $ (1,532,790 ) 1 The majority of the increase versus the prior year is from the acquisition of Precision Pathology Laboratories Services, LLC on September 18, 2024. |
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 $ 393,639 369,617 |
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 condensed consolidated balance sheets and within research and development expense in the accompanying condensed 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 U.S. are a significant factor in providing medical care. In the U.S., drugs, biological products, and medical devices are regulated by the Federal Food, Drug, and Cosmetic Act (“FDCA”), which is administered by the Food and Drug Administration (“FDA”) and the CMS. The Company has not yet obtained marketing authorization from the FDA but is able to market its CyPath ® |
SUMMARY OF SIGNIFICANT ACCOUN_3
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Tables) | 3 Months Ended |
Mar. 31, 2024 | |
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) $ 912,000 Property and equipment 326,000 Other assets 8,000 Customer relationships 700,000 Trade names and trademarks 150,000 Goodwill 1,404,000 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 March 31, 2024 and 2023, as they would be anti-dilutive: SCHEDULE OF POTENTIALLY DILUTIVE SECURITIES 2024 2023 As of March 31, 2024 2023 Shares underlying options outstanding 618,847 806,392 Shares underlying warrants outstanding 8,838,717 4,649,952 Anti-dilutive securities 9,457,564 5,456,344 |
SCHEDULE OF REVENUE RECOGNITION | SCHEDULE OF REVENUE RECOGNITION 2024 2023 For the three months ended 2024 2023 Patient service fees 1 $ 2,149,049 $ — Histology service fees 237,972 — Medical director fees 16,058 — Department of Defense observational studies 2,885 — Other revenues 2 427 921 Total net revenue $ 2,406,391 $ 921 1 Patient services fees include direct billing for CyPath ® 2 Other revenues include pre-acquisition CyPath ® |
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 March 31, 2024: SCHEDULE OF INTANGIBLE ASSETS ADJUSTMENTS Description Date Acquired Useful Life Cost Amortization Net Goodwill 9/18/2023 $ 1,404,486 $ — $ 1,404,486 Trade names and trademarks 9/18/2023 18 150,000 (4,444 ) 145,556 Customer relationships 9/18/2023 14 700,000 (26,667 ) 673,333 Total Intangible Assets $ 2,254,486 $ (31,111 ) $ 2,223,375 |
SCHEDULE OF SEGMENT INFORMATION | SCHEDULE OF SEGMENT INFORMATION 2024 2023 As of March 31, 2024 2023 Net revenues: Diagnostic R&D $ 2,885 $ — Laboratory services 1 1 2,403,506 921 Total net revenues 2,406,391 921 Operating expenses: Diagnostic R&D (442,599 ) (389,245 ) Laboratory services (2,736,999 ) (87 ) General corporate activities (1,172,023 ) (1,169,559 ) Total operating loss (1,945,230 ) (1,557,970 ) Non-operating income (expense), net (12,913 ) 36,999 Net loss before income taxes (1,958,143 ) (1,520,971 ) Income tax expense (3,672 ) (11,819 ) Net loss $ (1,961,815 ) $ (1,532,790 ) 1 The majority of the increase versus the prior year is from the acquisition of Precision Pathology Laboratories Services, LLC on September 18, 2024. |
ACCOUNTS AND OTHER RECEIVABLE_2
ACCOUNTS AND OTHER RECEIVABLES, NET (Tables) | 3 Months Ended |
Mar. 31, 2024 | |
Credit Loss [Abstract] | |
SCHEDULE OF ACCOUNTS RECEIVABLE | The following is a summary of accounts receivable: SCHEDULE OF ACCOUNTS RECEIVABLE March 31, 2024 December 31, 2023 Patient service fees $ 951,636 $ 657,717 Histology service fees 112,790 121,301 Medical director fees 3,040 3,103 Other receivables 56,143 29,553 Total accounts and other receivables, net $ 1,123,609 $ 811,674 |
PREPAID EXPENSES AND OTHER CU_2
PREPAID EXPENSES AND OTHER CURRENT ASSETS (Tables) | 3 Months Ended |
Mar. 31, 2024 | |
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 March 31, 2024 December 31, 2023 Prepaid insurance $ 120,215 $ 171,855 Legal and professional 25,042 24,476 Other 199,643 124,686 Total prepaid expenses and other current assets $ 344,900 $ 321,017 |
PROPERTY AND EQUIPMENT, NET (Ta
PROPERTY AND EQUIPMENT, NET (Tables) | 3 Months Ended |
Mar. 31, 2024 | |
Property, Plant and Equipment [Abstract] | |
SCHEDULE OF PROPERTY AND EQUIPMENT | Property and equipment are summarized below: SCHEDULE OF PROPERTY AND EQUIPMENT March 31, 2024 December 31, 2023 Lab equipment $ 647,214 $ 647,214 Computers and software 68,682 68,682 Leasehold improvements 9,941 9,941 Vehicles 148,102 105,919 Property and equipment, gross 873,939 831,756 Accumulated depreciation (412,730 ) (373,123 ) Total property and equipment, net $ 461,209 $ 458,633 |
ACCRUED EXPENSES (Tables)
ACCRUED EXPENSES (Tables) | 3 Months Ended |
Mar. 31, 2024 | |
Payables and Accruals [Abstract] | |
SCHEDULE OF ACCRUED EXPENSES | Accrued expenses are summarized below: SCHEDULE OF ACCRUED EXPENSES March 31, 2024 December 31, 2023 Compensation $ 670,488 $ 857,037 Legal and professional 196,553 257,926 Clinical 3,356 15,350 Other 12,922 19,498 Total accrued expenses $ 883,319 $ 1,149,811 |
LEASES (Tables)
LEASES (Tables) | 3 Months Ended |
Mar. 31, 2024 | |
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 three months ended March 31, 2024 and 2023, are as follows: SCHEDULE OF COMPONENTS OF LEASE EXPENSE Components of lease expense: 2024 2023 Amortization of right-of-use assets - finance lease $ 96,243 $ — Interest on lease liabilities - finance lease 23,550 — Operating lease cost 29,915 — Total lease cost $ 149,708 $ — |
SCHEDULE OF BALANCE SHEET INFORMATION RELATING TO LEASES | Supplemental balance sheet information relating to leases was as follows as of March 31, 2024, and December 31, 2023: SCHEDULE OF BALANCE SHEET INFORMATION RELATING TO LEASES Operating leases: 2024 2023 Operating lease right-of-use assets $ 347,860 $ 370,312 Operating lease liability, current $ 96,631 $ 94,708 Operating lease liability, long-term $ 258,110 $ 283,001 Finance leases: 2024 2023 Finance lease right-of-use asset, gross $ 1,294,168 $ 1,294,168 Accumulated amortization (224,567 ) (128,324 ) Finance lease right-of-use asset, net 1,069,601 1,165,844 Finance lease liability, current portion 372,787 365,463 Finance lease liability, long-term 739,478 835,467 Total finance lease liabilities $ 1,112,265 $ 1,200,930 Weighted-average remaining lease term: 2024 2023 Operating leases (in years) 3.33 3.58 Finance leases (in years) 3.04 3.25 Weighted-average discount rate: 2024 2023 Operating leases 8.07 % 8.07 % Finance leases 8.01 % 8.01 % |
SCHEDULE OF FUTURE MINIMUM LEASE PAYMENT UNDER NON-CANCELLABLE | Future minimum lease payment under non-cancellable lease as of March 31, 2024, are as follows: SCHEDULE OF FUTURE MINIMUM LEASE PAYMENT UNDER NON-CANCELLABLE Operating Leases Finance Leases Remaining for 2024 $ 91,294 $ 336,378 2025 121,726 448,505 2026 121,726 270,395 2027 and thereafter 71,007 202,970 Total undiscounted cash flows 405,753 1,258,248 Less discounting (51,012 ) (145,983 ) Present value of lease liabilities $ 354,741 $ 1,112,265 |
STOCK-BASED COMPENSATION (Table
STOCK-BASED COMPENSATION (Tables) | 3 Months Ended |
Mar. 31, 2024 | |
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 2024 2023 Three Months Ended March 31, 2024 2023 Research and development $ 21,882 $ 11,268 Selling, general and administrative 260,731 146,345 Total stock-based compensation expense $ 282,613 $ 157,613 |
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, 2023 683,695 $ 3.99 2.9 158,332 Granted — — Exercised (64,848 ) 1.155 Forfeited — — Outstanding at March 31, 2024 618,847 $ 4.28 2.7 $ 243,097 Vested and exercisable at March 31, 2024 618,053 $ 4.28 2.7 $ 243,097 |
SUMMARY OF RESTRICTED STOCK AWARD | The following table summarizes restricted stock award activity under the Plan: SUMMARY OF RESTRICTED STOCK AWARD Number of Weighted-average FMV on Vested number Unvested number Balance at December 31, 2023 540,967 $ 2.24 $ 1,209,391 441,059 99,908 Granted 344,251 1.53 528,013 146,297 197,954 Forfeited — — — — — Balance at March 31, 2024 885,218 $ 1.96 $ 1,737,404 587,356 297,862 |
WARRANTS (Tables)
WARRANTS (Tables) | 3 Months Ended |
Mar. 31, 2024 | |
Warrants | |
SCHEDULE OF CLASS OF WARRANT | SCHEDULE OF CLASS OF WARRANT Number of Weighted-average Number of warrants exercised Number of warrants outstanding Pre-IPO convertible notes 2,900,904 $ 5.31 — 2,900,904 IPO tradeable 2,326,834 3.06 (725,576 ) 1,601,259 IPO non-tradable 3,015,464 3.06 (310,910 ) 2,704,554 Direct offering March 8, 2024 1,600,000 1.64 — 1,600,000 Placement agent direct offering March 8, 2024 32,000 1.64 — 32,000 Balance at March 31, 2024 9,875,202 $ 3.53 (1,036,486 ) 8,838,717 |
NATURE OF OPERATIONS, ORGANIZ_2
NATURE OF OPERATIONS, ORGANIZATION, AND BASIS OF PRESENTATION (Details Narrative) - USD ($) | Mar. 08, 2024 | Mar. 31, 2024 | Dec. 31, 2023 |
Collaborative Arrangement and Arrangement Other than Collaborative [Line Items] | |||
Accumulated deficit | $ 46,566,294 | $ 44,604,479 | |
Cash and cash equivalents | $ 2,453,165 | $ 2,821,570 | |
Percentage of net assets | 30% | ||
Common stock par value | $ 0.007 | $ 0.007 | |
Exercise price | $ 3.53 | ||
Securities Purchase Agreement [Member] | |||
Collaborative Arrangement and Arrangement Other than Collaborative [Line Items] | |||
Number of shares issued | 1,600,000 | ||
Common stock par value | $ 0.007 | ||
Warrants to purchase common stock | 1,600,000 | ||
Exercise price | $ 1.64 | ||
Proceeds from direct offerings | $ 2,050,000 |
SCHEDULE OF PURCHASE PRICE AND
SCHEDULE OF PURCHASE PRICE AND PRELIMINARY PURCHASE PRICE ALLOCATIONS (Details) - USD ($) | Sep. 18, 2023 | Mar. 31, 2024 | Dec. 31, 2023 |
Assets | |||
Goodwill | $ 1,404,486 | $ 1,404,486 | |
Village Oaks [Member] | |||
Restructuring Cost and Reserve [Line Items] | |||
Cash | $ 2,500,000 | ||
Common Stock | 1,000,000 | ||
Total net assets | 3,500,000 | ||
Assets | |||
Net working capital (including cash) | 912,000 | ||
Property and equipment | 326,000 | ||
Other assets | 8,000 | ||
Customer relationships | 700,000 | ||
Trade names and trademarks | 150,000 | ||
Goodwill | 1,404,000 | ||
Total net assets | $ 3,500,000 |
SCHEDULE OF POTENTIALLY DILUTIV
SCHEDULE OF POTENTIALLY DILUTIVE SECURITIES (Details) - shares | 3 Months Ended | |
Mar. 31, 2024 | Mar. 31, 2023 | |
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | ||
Anti-dilutive securities | 9,457,564 | 5,456,344 |
Share-Based Payment Arrangement, Option [Member] | ||
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | ||
Anti-dilutive securities | 618,847 | 806,392 |
Warrant [Member] | ||
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | ||
Anti-dilutive securities | 8,838,717 | 4,649,952 |
SCHEDULE OF REVENUE RECOGNITION
SCHEDULE OF REVENUE RECOGNITION (Details) - USD ($) | 3 Months Ended | ||
Mar. 31, 2024 | Mar. 31, 2023 | ||
Product Information [Line Items] | |||
Total net revenue | $ 2,406,391 | $ 921 | |
Health Care, Patient Service [Member] | |||
Product Information [Line Items] | |||
Total net revenue | [1] | 2,149,049 | |
Histology Fees [Member] | |||
Product Information [Line Items] | |||
Total net revenue | 237,972 | ||
Health Care, Other [Member] | |||
Product Information [Line Items] | |||
Total net revenue | 16,058 | ||
Department of Defense Observational Studies [Member] | |||
Product Information [Line Items] | |||
Total net revenue | 2,885 | ||
Other Revenues [Member] | |||
Product Information [Line Items] | |||
Total net revenue | [2] | $ 427 | $ 921 |
[1]Patient services fees include direct billing for CyPath ® ® |
SCHEDULE OF PROPERTY AND EQUIPM
SCHEDULE OF PROPERTY AND EQUIPMENT USEFUL LIFE (Details) | 3 Months Ended |
Mar. 31, 2024 | |
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 |
Leasehold Improvements [Member] | |
Property, Plant and Equipment [Line Items] | |
Property, plant and equipment, useful life | Lesser of lease term or useful life |
SCHEDULE OF INTANGIBLE ASSETS A
SCHEDULE OF INTANGIBLE ASSETS ADJUSTMENTS (Details) | 3 Months Ended |
Mar. 31, 2024 USD ($) | |
Indefinite-Lived Intangible Assets [Line Items] | |
Intangible assets cost | $ 2,254,486 |
Amortization | (31,111) |
Intangible assets net | $ 2,223,375 |
Goodwill [Member] | |
Indefinite-Lived Intangible Assets [Line Items] | |
Date acquired | Sep. 18, 2023 |
Intangible assets cost | $ 1,404,486 |
Amortization | |
Intangible assets net | $ 1,404,486 |
Trademarks and Trade Names [Member] | |
Indefinite-Lived Intangible Assets [Line Items] | |
Date acquired | Sep. 18, 2023 |
Intangible assets cost | $ 150,000 |
Amortization | (4,444) |
Intangible assets net | $ 145,556 |
Useful life | 18 years |
Customer Relationships [Member] | |
Indefinite-Lived Intangible Assets [Line Items] | |
Date acquired | Sep. 18, 2023 |
Intangible assets cost | $ 700,000 |
Amortization | (26,667) |
Intangible assets net | $ 673,333 |
Useful life | 14 years |
SCHEDULE OF SEGMENT INFORMATION
SCHEDULE OF SEGMENT INFORMATION (Details) - USD ($) | 3 Months Ended | ||
Mar. 31, 2024 | Mar. 31, 2023 | ||
Product Information [Line Items] | |||
Total net revenues | $ 2,406,391 | $ 921 | |
Total operating loss | (1,945,230) | (1,557,970) | |
Non-operating income (expense), net | (12,913) | 36,999 | |
Net loss before income taxes | (1,958,143) | (1,520,971) | |
Income tax expense | (3,672) | (11,819) | |
Net loss | (1,961,815) | (1,532,790) | |
Diagnostic R&D [Member] | |||
Product Information [Line Items] | |||
Total net revenues | 2,885 | ||
Total operating loss | (442,599) | (389,245) | |
Laboratory Services [Member] | |||
Product Information [Line Items] | |||
Total net revenues | [1] | 2,403,506 | 921 |
Total operating loss | (2,736,999) | (87) | |
General Corporate Activities [Member] | |||
Product Information [Line Items] | |||
Total operating loss | $ (1,172,023) | $ (1,169,559) | |
[1]The majority of the increase versus the prior year is from the acquisition of Precision Pathology Laboratories Services, LLC on September 18, 2024. |
SUMMARY OF SIGNIFICANT ACCOUN_4
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Details Narrative) - USD ($) | 3 Months Ended | ||||
Oct. 14, 2023 | Sep. 18, 2023 | Mar. 31, 2024 | Mar. 31, 2023 | Dec. 31, 2023 | |
Product Information [Line Items] | |||||
Goodwill | $ 1,404,486 | $ 1,404,486 | |||
Revenues | $ 1,806,196 | ||||
Net loss | $ 1,779,300 | ||||
Loss per share | $ 0.21 | ||||
Federal insured limit | 250,000 | ||||
Advertising expense | $ 11,920 | $ 6,049 | |||
Common stock par value | $ 0.007 | $ 0.007 | |||
Amortization of intangible assets | $ 14,583 | 0 | |||
Research and development expenses | $ 393,639 | $ 369,617 | |||
Health Care, Patient Service [Member] | |||||
Product Information [Line Items] | |||||
Percentage of net revuenues | 95% | ||||
Previously Reported [Member] | |||||
Product Information [Line Items] | |||||
Goodwill | $ 1,149,000 | ||||
Net working capital | 1,167,000 | ||||
Acquisition costs | $ 811,000 | ||||
Village Oaks [Member] | |||||
Product Information [Line Items] | |||||
Assets net | $ 3,500,000 | ||||
Cash | $ 2,500,000 | ||||
Business acquisition equity interests issued or issuable number of shares issued | 564,972 | ||||
Business combination consideration transferred equity interests issued and issuable | $ 1,000,000 | ||||
Goodwill | $ 1,404,000 |
SCHEDULE OF ACCOUNTS RECEIVABLE
SCHEDULE OF ACCOUNTS RECEIVABLE (Details) - USD ($) | Mar. 31, 2024 | Dec. 31, 2023 |
Credit Loss [Abstract] | ||
Patient service fees | $ 951,636 | $ 657,717 |
Histology service fees | 112,790 | 121,301 |
Medical director fees | 3,040 | 3,103 |
Other receivables | 56,143 | 29,553 |
Total accounts and other receivables, net | $ 1,123,609 | $ 811,674 |
SCHEDULE OF PREPAID EXPENSES AN
SCHEDULE OF PREPAID EXPENSES AND OTHER CURRENT ASSETS (Details) - USD ($) | Mar. 31, 2024 | Dec. 31, 2023 |
Prepaid Expenses And Other Current Assets | ||
Prepaid insurance | $ 120,215 | $ 171,855 |
Legal and professional | 25,042 | 24,476 |
Other | 199,643 | 124,686 |
Total prepaid expenses and other current assets | $ 344,900 | $ 321,017 |
SCHEDULE OF PROPERTY AND EQUI_2
SCHEDULE OF PROPERTY AND EQUIPMENT (Details) - USD ($) | Mar. 31, 2024 | Dec. 31, 2023 |
Property, Plant and Equipment [Line Items] | ||
Property and equipment, gross | $ 873,939 | $ 831,756 |
Accumulated depreciation | (412,730) | (373,123) |
Total property and equipment, net | 461,209 | 458,633 |
Lab Equipment [Member] | ||
Property, Plant and Equipment [Line Items] | ||
Property and equipment, gross | 647,214 | 647,214 |
Computer And Software [Member] | ||
Property, Plant and Equipment [Line Items] | ||
Property and equipment, gross | 68,682 | 68,682 |
Leasehold Improvements [Member] | ||
Property, Plant and Equipment [Line Items] | ||
Property and equipment, gross | 9,941 | 9,941 |
Vehicles [Member] | ||
Property, Plant and Equipment [Line Items] | ||
Property and equipment, gross | $ 148,102 | $ 105,919 |
PROPERTY AND EQUIPMENT, NET (De
PROPERTY AND EQUIPMENT, NET (Details Narrative) - USD ($) | 3 Months Ended | |
Mar. 31, 2024 | Mar. 31, 2023 | |
Property, Plant and Equipment [Abstract] | ||
Depreciation expense | $ 38,811 | $ 21,685 |
SCHEDULE OF ACCRUED EXPENSES (D
SCHEDULE OF ACCRUED EXPENSES (Details) - USD ($) | Mar. 31, 2024 | Dec. 31, 2023 |
Payables and Accruals [Abstract] | ||
Compensation | $ 670,488 | $ 857,037 |
Legal and professional | 196,553 | 257,926 |
Clinical | 3,356 | 15,350 |
Other | 12,922 | 19,498 |
Total accrued expenses | $ 883,319 | $ 1,149,811 |
UNEARNED REVENUE (Details Narra
UNEARNED REVENUE (Details Narrative) - USD ($) | Mar. 31, 2024 | Dec. 31, 2023 |
Revenue Recognition and Deferred Revenue [Abstract] | ||
Deferred revenue | $ 30,174 | $ 33,058 |
SCHEDULE OF COMPONENTS OF LEASE
SCHEDULE OF COMPONENTS OF LEASE EXPENSE (Details) - USD ($) | 3 Months Ended | |
Mar. 31, 2024 | Mar. 31, 2023 | |
Leases [Abstract] | ||
Amortization of right-of-use assets - finance lease | $ 96,243 | |
Interest on lease liabilities - finance lease | 23,550 | |
Operating lease cost | 29,915 | |
Total lease cost | $ 149,708 |
SCHEDULE OF BALANCE SHEET INFOR
SCHEDULE OF BALANCE SHEET INFORMATION RELATING TO LEASES (Details) - USD ($) | Mar. 31, 2024 | Dec. 31, 2023 |
Leases [Abstract] | ||
Operating lease right-of-use assets | $ 347,860 | $ 370,312 |
Operating lease liability, current | 96,631 | 94,708 |
Operating lease liability, long-term | 258,110 | 283,001 |
Finance lease right-of-use asset, gross | 1,294,168 | 1,294,168 |
Accumulated amortization | (224,567) | (128,324) |
Finance lease right-of-use asset, net | 1,069,601 | 1,165,844 |
Finance lease liability, current portion | 372,787 | 365,463 |
Finance lease liability, long-term | 739,478 | 835,467 |
Total finance lease liabilities | $ 1,112,265 | $ 1,200,930 |
Weighted average remaining operating lease, term | 3 years 3 months 29 days | 3 years 6 months 29 days |
Weighted average remaining finance lease, term | 3 years 14 days | 3 years 3 months |
Operating leases | 8.07% | 8.07% |
Finance leases | 8.01% | 8.01% |
SCHEDULE OF FUTURE MINIMUM LEAS
SCHEDULE OF FUTURE MINIMUM LEASE PAYMENT UNDER NON-CANCELLABLE (Details) - USD ($) | Mar. 31, 2024 | Dec. 31, 2023 |
Lessee, Operating Lease, Liability, to be Paid, Fiscal Year Maturity [Abstract] | ||
2024 | $ 91,294 | |
2024 | 121,726 | |
2025 | 121,726 | |
2027 and thereafter | 71,007 | |
Total undiscounted cash flows | 405,753 | |
Less discounting | (51,012) | |
Present value of lease liabilities | 354,741 | |
Finance Lease, Liability, to be Paid, Fiscal Year Maturity [Abstract] | ||
2024 | 336,378 | |
2024 | 448,505 | |
2025 | 270,395 | |
2027 and thereafter | 202,970 | |
Total undiscounted cash flows | 1,258,248 | |
Less discounting | (145,983) | |
Present value of lease liabilities | $ 1,112,265 | $ 1,200,930 |
LEASES (Details Narrative)
LEASES (Details Narrative) | Mar. 31, 2024 |
Operating lease, remaining lease term | 3 years 3 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% |
NOTES PAYABLE (Details Narrativ
NOTES PAYABLE (Details Narrative) - USD ($) | 3 Months Ended | 12 Months Ended | |
Mar. 18, 2024 | Mar. 31, 2024 | Dec. 31, 2023 | |
Collaborative Arrangement and Arrangement Other than Collaborative [Line Items] | |||
Proceeds from loans payable | $ 27,723 | $ 0 | |
Notes payable, current portion | $ 4,686 | ||
2024 Toyota Corolla [Member] | |||
Collaborative Arrangement and Arrangement Other than Collaborative [Line Items] | |||
Face amount | $ 33,620 | ||
Maturity date | Feb. 18, 2030 | ||
Bears fixed interest rate | 5.99% | ||
Monthly payments | $ 467 |
COMMITMENTS AND CONTINGENCIES (
COMMITMENTS AND CONTINGENCIES (Details Narrative) - USD ($) | 3 Months Ended | |
Mar. 31, 2024 | Mar. 31, 2023 | |
Commitments and Contingencies Disclosure [Abstract] | ||
Rent expense | $ 31,000 | $ 26,000 |
COMMON STOCK (Details Narrative
COMMON STOCK (Details Narrative) - $ / shares | 3 Months Ended | 12 Months Ended | |
Mar. 31, 2024 | Dec. 31, 2023 | Jun. 06, 2023 | |
Accumulated Other Comprehensive Income (Loss) [Line Items] | |||
Common stock, shares authorized | 25,000,000 | 25,000,000 | 14,285,715 |
Common stock par value | $ 0.007 | $ 0.007 | |
Restricted Stock Units Unvested [Member] | |||
Accumulated Other Comprehensive Income (Loss) [Line Items] | |||
Unvested number of shares | 297,862 | ||
Common Stock [Member] | |||
Accumulated Other Comprehensive Income (Loss) [Line Items] | |||
Shares of common stock | 11,514,354 | 9,505,255 | |
Unvested number of shares | 110,664 |
SUMMARY OF STOCK-BASED COMPENSA
SUMMARY OF STOCK-BASED COMPENSATION EXPENSE RECOGNIZED FOR STOCK OPTION AWARDS (Details) - USD ($) | 3 Months Ended | |
Mar. 31, 2024 | Mar. 31, 2023 | |
Share-Based Payment Arrangement, Expensed and Capitalized, Amount [Line Items] | ||
Total stock-based compensation expense | $ 282,613 | $ 157,613 |
Research and Development Expense [Member] | ||
Share-Based Payment Arrangement, Expensed and Capitalized, Amount [Line Items] | ||
Total stock-based compensation expense | 21,882 | 11,268 |
Selling, General and Administrative Expenses [Member] | ||
Share-Based Payment Arrangement, Expensed and Capitalized, Amount [Line Items] | ||
Total stock-based compensation expense | $ 260,731 | $ 146,345 |
SUMMARY OF OPTION ACTIVITY (Det
SUMMARY OF OPTION ACTIVITY (Details) - Equity Incentive Plan [Member] - USD ($) | 3 Months Ended | 12 Months Ended |
Mar. 31, 2024 | Dec. 31, 2023 | |
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items] | ||
Number of Options Outstanding, Balance | 683,695 | |
Weighted-Average Exercise Price Outstanding, Balance | $ 3.99 | |
Weighted- Average Remaining Contractual Term, Outstanding | 2 years 8 months 12 days | 2 years 10 months 24 days |
Aggregate Intrinsic Value Outstanding, Balance | $ 158,332 | |
Number of Options, Granted | ||
Weighted-Average Exercise Price, Granted | ||
Number of Options, Exercised | (64,848) | |
Weighted-Average Exercise Price, Exercised | $ 1.155 | |
Number of Options, Forfeited | ||
Weighted-Average Exercise Price, Forfeited | ||
Number of Options Outstanding, Balance | 618,847 | 683,695 |
Weighted-Average Exercise Price Outstanding, Balance | $ 4.28 | $ 3.99 |
Aggregate Intrinsic Value Outstanding, Balance | $ 243,097 | $ 158,332 |
Number of Options Outstanding, Vested and exercisable | 618,053 | |
Weighted-Average Exercise Price, Vested and exercisable | $ 4.28 | |
Weighted- Average Remaining Contractual Term, Vested and exercisable | 2 years 8 months 12 days | |
Aggregate Intrinsic Value, Vested and exercisable | $ 243,097 |
SUMMARY OF RESTRICTED STOCK AWA
SUMMARY OF RESTRICTED STOCK AWARD (Details) - Equity Incentive Plan [Member] | 3 Months Ended |
Mar. 31, 2024 $ / shares shares | |
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items] | |
Unvested number of RSA, Granted | |
Restricted Stock [Member] | |
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items] | |
Number of restricted stock awards, Balance | 540,967 |
Weighted-average grant price, Balance | $ / shares | $ 2.24 |
FMV on grant date, Balance | 1,209,391 |
Vested number of RSA, Balance | 441,059 |
Unvested number of RSA, Balance | 99,908 |
Number of restricted stock awards, Granted | 344,251 |
Weighted-average grant price, Granted | $ / shares | $ 1.53 |
FMV on grant date, Granted | 528,013 |
Vested number of RSA, Granted | 146,297 |
Unvested number of RSA, Granted | 197,954 |
Number of restricted stock awards, Forfeited | |
Weighted-average grant price, Forfeited | $ / shares | |
FMV on grant date, Forfeited | |
Vested number of RSA, Forfeited | |
Unvested number of RSA, Forfeited | |
Number of restricted stock awards, Balance | 885,218 |
Weighted-average grant price, Ending Balance | $ / shares | $ 1.96 |
FMV on grant date, Balance | 1,737,404 |
Vested number of RSA, Balance | 587,356 |
Unvested number of RSA, Balance | 297,862 |
STOCK-BASED COMPENSATION (Detai
STOCK-BASED COMPENSATION (Details Narrative) - USD ($) | 3 Months Ended | ||
Mar. 31, 2024 | Mar. 31, 2023 | Jun. 06, 2023 | |
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items] | |||
Unrecognized compensation | $ 0 | ||
Options exercised, value | $ 74,899 | ||
Restricted Stock Units (RSUs) [Member] | |||
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items] | |||
Numbet of vested options | 10,736 | ||
Vested number of RSA, Granted | 146,297 | ||
Restricted Stock Units (RSUs) [Member] | Employees, Non-Employees and Board of Directors [Member] | |||
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items] | |||
Grant date fair value of options granted | 344,251 | ||
Stock options, vested period | 3 years | ||
Common Stock [Member] | |||
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items] | |||
Options exercised, shares | 64,848 | ||
Options exercised, value | $ 74,899 | $ 0 | |
Equity Incentive Plan [Member] | |||
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items] | |||
Grant option, outstanding | 2,000,000 | ||
Number of shares authorized | 2,000,000 | 1,142,857 | |
Options exercised, shares | 64,848 | ||
Exercise price | $ 1.155 |
SCHEDULE OF CLASS OF WARRANT (D
SCHEDULE OF CLASS OF WARRANT (Details) - $ / shares | Mar. 31, 2024 | Dec. 31, 2023 |
Class of Warrant or Right [Line Items] | ||
Number of warrants issued | 9,875,202 | |
Weighted-average exercise price | $ 3.53 | |
Number of warrants exercised | (1,036,486) | |
Number of warrants outstanding | 8,838,717 | 4,649,952 |
Pre-IPO Convertible Notes [Member] | ||
Class of Warrant or Right [Line Items] | ||
Number of warrants issued | 2,900,904 | |
Weighted-average exercise price | $ 5.31 | |
Number of warrants exercised | ||
Number of warrants outstanding | 2,900,904 | |
IPO Tradeable [Member] | ||
Class of Warrant or Right [Line Items] | ||
Number of warrants issued | 2,326,834 | |
Weighted-average exercise price | $ 3.06 | |
Number of warrants exercised | (725,576) | |
Number of warrants outstanding | 1,601,259 | |
IPO Non-tradable [Member] | ||
Class of Warrant or Right [Line Items] | ||
Number of warrants issued | 3,015,464 | |
Weighted-average exercise price | $ 3.06 | |
Number of warrants exercised | (310,910) | |
Number of warrants outstanding | 2,704,554 | |
Direct Offering March 8, 2024 [Member] | ||
Class of Warrant or Right [Line Items] | ||
Number of warrants issued | 1,600,000 | |
Weighted-average exercise price | $ 1.64 | |
Number of warrants exercised | ||
Number of warrants outstanding | 1,600,000 | |
Placement Agent Direct Offering March 8, 2024 [Member] | ||
Class of Warrant or Right [Line Items] | ||
Number of warrants issued | 32,000 | |
Weighted-average exercise price | $ 1.64 | |
Number of warrants exercised | ||
Number of warrants outstanding | 32,000 |
WARRANTS (Details Narrative)
WARRANTS (Details Narrative) - $ / shares | 3 Months Ended | |||
Mar. 08, 2024 | Mar. 31, 2024 | Mar. 31, 2023 | Dec. 31, 2023 | |
Warrant outstanding | 8,838,717 | 4,649,952 | ||
Exercise price | $ 3.53 | |||
Securities Purchase Agreement [Member] | ||||
Exercise price | $ 1.64 | |||
Number of shares issued | 1,600,000 | |||
Warrants issued | 1,600,000 | |||
Warrants description | Base Share Price shall not be less than $3.0625 (50% of the public offering price of the Units sold in the Company’s IPO) (subject to adjustment for reverse and forward stock splits, recapitalizations, and similar transactions). | |||
Exercise price, reduced | $ 3.0625 | |||
Securities Purchase Agreement [Member] | Placement Agent [Member] | ||||
Exercise price | $ 1.64 | |||
Warrants issued | 32,000 | |||
Warrant [Member] | ||||
Exercise price | $ 3.53 | $ 3.53 | ||
Exercise of warrants | 0 | 1,036,486 | ||
Tradeable Warrant [Member] | ||||
Warrants issued | 1,601,259 | |||
Non-Tradeable Warrant [Member] | ||||
Warrants issued | 2,704,554 |
SUBSEQUENT EVENTS (Details Narr
SUBSEQUENT EVENTS (Details Narrative) | Apr. 10, 2024 |
Subsequent Event [Member] | |
Subsequent Event [Line Items] | |
Lease agreement, decription | The lease term is 6 years (September 1, 2024, to August 30, 2030) with monthly base rent payments beginning at $2,970 (annual $35,640) for the first year and ending at $3,615 (annual $43,380) for the final year. In addition to the base rent, the Company will pay additional rent, as a tenant share, equal to 5.49% (based on square footage of the entire office premise) of monthly operating expenses. |