Cover
Cover | 6 Months Ended |
Jun. 30, 2024 | |
Entity Addresses [Line Items] | |
Document Type | S-1 |
Amendment Flag | false |
Entity Registrant Name | bioAffinity Technologies, Inc. |
Entity Central Index Key | 0001712762 |
Entity Tax Identification Number | 46-5211056 |
Entity Incorporation, State or Country Code | DE |
Entity Address, Address Line One | 3300 Nacogdoches Road |
Entity Address, Address Line Two | Suite 216 |
Entity Address, City or Town | San Antonio |
Entity Address, State or Province | TX |
Entity Address, Postal Zip Code | 78217 |
City Area Code | 210 |
Local Phone Number | 698-5334 |
Entity Filer Category | Non-accelerated Filer |
Entity Small Business | true |
Entity Emerging Growth Company | true |
Elected Not To Use the Extended Transition Period | false |
Business Contact [Member] | |
Entity Addresses [Line Items] | |
Entity Address, Address Line One | 3300 Nacogdoches Road |
Entity Address, Address Line Two | Suite 216 |
Entity Address, City or Town | San Antonio |
Entity Address, State or Province | TX |
Entity Address, Postal Zip Code | 78217 |
City Area Code | 210 |
Local Phone Number | 698-5334 |
Contact Personnel Name | Maria Zannes |
Condensed Consolidated Balance
Condensed Consolidated Balance Sheets - USD ($) | Jun. 30, 2024 | Dec. 31, 2023 | Dec. 31, 2022 |
Current assets: | |||
Cash and cash equivalents | $ 801,311 | $ 2,821,570 | $ 11,413,759 |
Accounts and other receivables, net | 1,595,626 | 811,674 | 10,489 |
Inventory | 29,768 | 18,484 | 5,540 |
Prepaid expenses and other current assets | 253,726 | 321,017 | 531,899 |
Total current assets | 2,680,431 | 3,972,745 | 11,961,687 |
Non-current assets: | |||
Property and equipment, net | 449,250 | 458,633 | 214,438 |
Operating lease right-of-use asset, net | 324,942 | 370,312 | |
Finance lease right-of-use asset, net | 973,358 | 1,165,844 | |
Goodwill | 1,404,486 | 1,404,486 | |
Intangible assets, net | 804,306 | 833,472 | |
Other assets | 19,675 | 16,060 | 6,000 |
Total assets | 6,656,448 | 8,221,552 | 12,182,125 |
Current liabilities: | |||
Accounts payable | 848,102 | 604,789 | 345,042 |
Accrued expenses | 969,093 | 1,149,811 | 541,894 |
Unearned revenue | 26,135 | 33,058 | |
Operating lease liability, current portion | 98,593 | 94,708 | |
Finance lease liability, current portion | 380,259 | 365,463 | |
Loan payable | 251,746 | ||
Notes payable, current portion | 4,106 | ||
Total current liabilities | 2,326,288 | 2,247,829 | 1,138,682 |
Non-current liabilities | |||
Finance lease liability, net of current portion | 641,566 | 835,467 | |
Operating lease liability, net of current portion | 232,714 | 283,001 | |
Notes payable, net of current portion | 22,766 | ||
Total liabilities | 3,223,334 | 3,366,297 | 1,138,682 |
Commitments and contingencies (See Note 10) | |||
Stockholders’ equity: | |||
Preferred stock, no shares issued or outstanding at December 31, 2023 and 2022, respectively | |||
Common stock, par value $0.007 per share; 25,000,000 and 14,285,714 shares authorized; 9,394,610 and 8,381,324 shares issued and outstanding as of December 31, 2023 and 2022, respectively | 79,407 | 65,762 | 58,669 |
Additional paid-in capital | 52,030,280 | 49,393,972 | 47,652,242 |
Accumulated deficit | (48,676,573) | (44,604,479) | (36,667,468) |
Total stockholders’ equity | 3,433,114 | 4,855,255 | 11,043,443 |
Total liabilities and stockholders’ equity | $ 6,656,448 | $ 8,221,552 | $ 12,182,125 |
Condensed Consolidated Balanc_2
Condensed Consolidated Balance Sheets (Parenthetical) - $ / shares | Jun. 30, 2024 | Dec. 31, 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 | 0 |
Preferred stock, shares outstanding | 0 | 0 | 0 |
Common stock, par value | $ 0.007 | $ 0.007 | $ 0.007 |
Common stock, shares authorized | 100,000,000 | 100,000,000 | 14,285,714 |
Common stock, shares issued | 11,487,046 | 9,394,610 | 8,381,324 |
Common stock, shares outstanding | 11,487,046 | 9,394,610 | 8,381,324 |
Condensed Consolidated Statemen
Condensed Consolidated Statements of Operations - USD ($) | 3 Months Ended | 6 Months Ended | 12 Months Ended | |||
Jun. 30, 2024 | Jun. 30, 2023 | Jun. 30, 2024 | Jun. 30, 2023 | Dec. 31, 2023 | Dec. 31, 2022 | |
Income Statement [Abstract] | ||||||
Net Revenue | $ 2,397,652 | $ 19,738 | $ 4,804,043 | $ 20,659 | $ 2,532,499 | $ 4,803 |
Operating expenses: | ||||||
Direct costs and expenses | 1,407,710 | 1,234 | 2,981,151 | 1,322 | 1,740,884 | 467 |
Research and development | 402,433 | 335,125 | 796,072 | 704,741 | 1,467,936 | 1,378,624 |
Clinical development | 51,462 | 35,260 | 100,422 | 54,888 | 256,661 | 145,546 |
Selling, general and administrative | 2,472,775 | 1,404,917 | 4,658,719 | 2,552,792 | 6,790,654 | 2,481,042 |
Depreciation and amortization | 151,070 | 21,552 | 300,707 | 43,236 | 249,592 | 10,182 |
Total operating expenses | 4,485,450 | 1,798,088 | 8,837,071 | 3,356,979 | 10,505,727 | 4,015,861 |
Loss from operations | (2,087,798) | (1,778,350) | (4,033,028) | (3,336,320) | (7,973,228) | (4,011,058) |
Other income (expense): | ||||||
Interest income | 5,186 | 44,124 | 11,313 | 82,778 | 122,131 | 46,708 |
Interest expense | (22,249) | (1,360) | (45,799) | (3,015) | (37,125) | (2,532,640) |
Other Income | 3,325 | |||||
Other Expense | 1 | 4,511 | 31,121 | |||
Gain on extinguishment of debt | 212,258 | |||||
Fair value adjustments on convertible notes payable | (1,866,922) | |||||
Total other income (expense) | (17,062) | 42,764 | (29,975) | 79,763 | 57,210 | (4,140,596) |
Loss before income taxes | (2,104,860) | (1,735,586) | (4,063,003) | (3,256,557) | (7,916,018) | (8,151,654) |
Income tax expense | 5,419 | 4,587 | 9,091 | 16,406 | 20,993 | 2,459 |
Net loss | $ (2,110,279) | $ (1,740,173) | $ (4,072,094) | $ (3,272,963) | $ (7,937,011) | $ (8,154,113) |
Net loss per common share, basic | $ (0.19) | $ (0.20) | $ (0.38) | $ (0.38) | $ (0.91) | $ (1.81) |
Net loss per common share, diluted | $ (0.19) | $ (0.20) | $ (0.38) | $ (0.38) | $ (0.91) | $ (1.81) |
Weighted average common shares outstanding, basic | 11,389,308 | 8,520,714 | 10,655,483 | 8,477,656 | 8,747,509 | 4,498,964 |
Weighted average common shares outstanding, diluted | 11,389,308 | 8,520,714 | 10,655,483 | 8,477,656 | 8,747,509 | 4,498,964 |
Condensed Consolidated Statem_2
Condensed Consolidated Statements of Stockholders' Equity - USD ($) | Preferred Stock [Member] Convertible Preferred Stock [Member] | Preferred Stock [Member] | Common Stock [Member] | Additional Paid-in Capital [Member] | Retained Earnings [Member] | Total |
Balance 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 | $ 208 | 248,384 | 248,592 | |||
Stock-based compensation, shares | 29,728 | |||||
Fair value of warrants issued | 462,344 | 462,344 | ||||
Beneficial conversion feature for bridge notes | (185) | (185) | ||||
Debt discount for warrants issued | 352,250 | 352,250 | ||||
Common stock issued upon initial public offering, net of underwriters’ commission and offering costs of $1.8 million | 8,978 | 6,018,436 | 6,027,414 | |||
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 | ||||
Exercise of stock options | $ 454 | 74,446 | 74,900 | |||
Exercise of stock options, shares | 64,848 | |||||
Exercise of warrants | $ 7,255 | 7,706,055 | 7,713,310 | |||
Exercise of warrants, shares | 1,036,486 | |||||
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 | |||||
Net loss | (8,154,113) | (8,154,113) | ||||
Common stock issued upon initial public offering, net of underwriters' commission and offering costs of $1.8 million, shares | 1,282,600 | |||||
Balance 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 | $ 1,218 | 326,650 | 327,868 | |||
Stock-based compensation, shares | 174,041 | |||||
Net loss | (3,272,963) | (3,272,963) | ||||
Balance at Jun. 30, 2023 | $ 59,887 | 47,978,892 | (39,940,431) | 8,098,348 | ||
Balance, shares at Jun. 30, 2023 | 8,555,365 | |||||
Balance 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 | $ 3,138 | 745,685 | 748,823 | |||
Stock-based compensation, shares | 448,314 | |||||
Stock issued in connection with the acquisition | $ 3,955 | 996,045 | 1,000,000 | |||
Net loss | (7,937,011) | (7,937,011) | ||||
Common stock issued upon initial public offering, net of underwriters' commission and offering costs of $1.8 million, shares | 9,505,255 | |||||
Stock issued in connection with the acquisition, shares | 564,972 | |||||
Balance at Dec. 31, 2023 | $ 65,762 | 49,393,972 | (44,604,479) | 4,855,255 | ||
Balance, shares at Dec. 31, 2023 | 9,394,610 | |||||
Balance at Mar. 31, 2023 | $ 59,241 | 47,809,283 | (38,200,258) | 9,668,266 | ||
Balance, shares at Mar. 31, 2023 | 8,463,052 | |||||
Stock-based compensation | $ 646 | 169,609 | 170,255 | |||
Stock-based compensation, shares | 92,313 | |||||
Net loss | (1,740,173) | (1,740,173) | ||||
Balance at Jun. 30, 2023 | $ 59,887 | 47,978,892 | (39,940,431) | 8,098,348 | ||
Balance, shares at Jun. 30, 2023 | 8,555,365 | |||||
Balance 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 | $ 1,991 | 567,916 | 569,907 | |||
Stock-based compensation, shares | 284,357 | |||||
Exercise of stock options | $ 454 | 74,445 | 74,899 | |||
Exercise of stock options, shares | 208,031 | |||||
Exercise of warrants | 147 | 147 | ||||
Exercise of warrants, shares | 48 | |||||
Common stock issued on conversion of notes payable | $ 11,200 | 2,488,800 | 2,500,000 | |||
Common stock issued on conversion of notes payable, shares | 1,600,000 | |||||
Offering costs | (495,000) | (495,000) | ||||
Net loss | (4,072,094) | (4,072,094) | ||||
Common stock issued upon initial public offering, net of underwriters' commission and offering costs of $1.8 million, shares | 11,752,178 | |||||
Balance at Jun. 30, 2024 | $ 79,407 | 52,030,280 | (48,676,573) | 3,433,114 | ||
Balance, shares at Jun. 30, 2024 | 11,487,046 | |||||
Balance at Mar. 31, 2024 | $ 78,515 | 51,744,830 | (46,566,294) | 5,257,051 | ||
Balance, shares at Mar. 31, 2024 | 11,216,491 | |||||
Stock-based compensation | $ 892 | 285,303 | 286,195 | |||
Stock-based compensation, shares | 127,324 | |||||
Exercise of stock options | ||||||
Exercise of stock options, shares | 143,183 | |||||
Exercise of warrants | 147 | 147 | ||||
Exercise of warrants, shares | 48 | |||||
Net loss | (2,110,279) | (2,110,279) | ||||
Balance at Jun. 30, 2024 | $ 79,407 | $ 52,030,280 | $ (48,676,573) | $ 3,433,114 | ||
Balance, shares at Jun. 30, 2024 | 11,487,046 |
Condensed Consolidated Statem_3
Condensed Consolidated Statements of Stockholders' Equity (Parenthetical) - USD ($) | 6 Months Ended | 12 Months Ended |
Jun. 30, 2024 | Dec. 31, 2022 | |
Statement of Stockholders' Equity [Abstract] | ||
Underwriting discounts, commissions and offering expenses | $ 495,000 | $ 1,800,000 |
Condensed Consolidated Statem_4
Condensed Consolidated Statements of Cash Flows - USD ($) | 6 Months Ended | 12 Months Ended | ||
Jun. 30, 2024 | Jun. 30, 2023 | Dec. 31, 2023 | Dec. 31, 2022 | |
Cash flows from operating activities | ||||
Net loss | $ (4,072,094) | $ (3,272,963) | $ (7,937,011) | $ (8,154,113) |
Adjustments to reconcile net loss to net cash used in operating activities: | ||||
Depreciation and amortization | 300,707 | 43,236 | 249,592 | 10,182 |
Fair value adjustments on convertible notes payable | 1,866,922 | |||
Accretion of debt issuance costs | 2,055,627 | |||
Stock-based compensation expense | 569,907 | 327,868 | 748,823 | 248,592 |
Fair value of warrants issued | ||||
Gain on extinguishment of debt | (212,258) | |||
Changes in operating assets and liabilities: | ||||
Accounts and other receivables | (783,952) | (79,743) | 311,366 | (8,959) |
Inventory | (11,284) | (4,561) | (12,944) | (5,540) |
Prepaid expenses and other assets | 63,676 | 251,292 | 214,402 | (492,753) |
Accounts payable | 243,313 | (170,638) | (14,501) | 114,635 |
Accrued expenses | (180,718) | (26,231) | 362,012 | 66,335 |
Unearned revenue | (6,923) | 42,750 | 33,058 | |
Accrued interest | 440,485 | |||
Operating lease right-of-use asset | (1,032) | 7,397 | ||
Net cash used in operating activities | (3,878,400) | (2,888,990) | (6,037,806) | (4,070,845) |
Cash flows from investing activities | ||||
Purchase of property and equipment | (69,672) | (36,175) | (22,902) | (219,987) |
Acquisition, net of cash acquired | (2,186,497) | |||
Net cash used in investing activities | (69,672) | (36,175) | (2,209,399) | (219,987) |
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 | 2,005,000 | 6,027,414 | ||
Exercise of stock options | 74,899 | 74,900 | ||
Exercise of warrants | 147 | 7,713,310 | ||
Proceeds from issuance of convertible notes payable | 724,000 | |||
Repayment of convertible loan payable | (425,000) | |||
Payment on loans payable | (209,412) | (269,983) | ||
Proceeds from loan payable | 26,872 | (251,746) | 555,148 | |
Return of capital from stock split | (185) | |||
Payment of debt issuance costs | (55,651) | |||
Principle repayments on finance leases | (179,105) | (93,238) | ||
Net cash provided (used) by financing activities | 1,927,813 | (209,412) | (344,984) | 14,343,953 |
Net increase (decrease) in cash and cash equivalents | (2,020,259) | (3,134,577) | (8,592,189) | 10,053,121 |
Cash and cash equivalents at beginning of year | 2,821,570 | 11,413,759 | 11,413,759 | 1,360,638 |
Cash and cash equivalents at end of year | 801,311 | 8,279,182 | 2,821,570 | 11,413,759 |
Supplemental disclosures of cash flow information: | ||||
Interest paid | 45,799 | 3,015 | 37,125 | 2,459 |
Income taxes paid in cash | $ 9,091 | $ 16,406 | 20,993 | 30,637 |
Noncash investing activities: | ||||
Stock issuance in connection with the acquisition | 1,000,000 | |||
Noncash financing activities: | ||||
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 | 352,250 | |||
Beneficial conversion feature for bridge notes | $ 462,344 |
Condensed Consolidated Statem_5
Condensed Consolidated Statements of Cash Flows (Parenthetical) - USD ($) | 6 Months Ended | 12 Months Ended |
Jun. 30, 2024 | Dec. 31, 2022 | |
Statement of Cash Flows [Abstract] | ||
Underwriting discounts, commissions and offering expenses | $ 495,000 | $ 1,800,000 |
NATURE OF OPERATIONS, ORGANIZAT
NATURE OF OPERATIONS, ORGANIZATION, AND BASIS OF PRESENTATION | 6 Months Ended | 12 Months Ended |
Jun. 30, 2024 | Dec. 31, 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 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 ending 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”). 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 approximately $ 48.7 million at June 30, 2024. The Company’s cash and cash equivalents at June 30, 2024, were approximately $ 0.8 million. Based on the Company’s current expected level of operating expenditures and the cash and cash equivalents on hand at June 30, 2024, management concludes that there is substantial doubt about the Company’s ability to continue as a going concern for a period of at least twelve (12) months subsequent to the issuance of the accompanying condensed consolidated financial statements. Therefore, on August 2, 2024, the Company entered into warrant agreements to existing accredited investors to exercise the current outstanding warrants and issue additional warrants in return. The Company also entered into a securities purchase agreement with an institutional investor to purchase common stock shares. Between the warrant and purchase agreements, the Company raised an additional $ 1.7 Note 15. Subsequent Events | BASIS OF PRESENTATION, ORGANIZATION AND NATURE OF OPERATIONS NATURE OF OPERATIONS, ORGANIZATION, AND BASIS OF PRESENTATION Description of Business bioAffinity Technologies, Inc., a Delaware corporation (the “Company,” 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 ® ® Organization and Initial Public Offering The Company was formed on March 26, 2014, as a Delaware corporation with its corporate offices located in San Antonio, Texas. On June 15, 2016, the Company formed a wholly owned subsidiary, OncoSelect ® Basis of Presentation The consolidated financial statements of the Company have been prepared in accordance with U.S. generally accepted accounting principles (“GAAP”) and pursuant to the rules and regulations of the U.S. Securities and Exchange Commission (“SEC”). Going Concern 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 $ 44.6 2.8 34 1,600,000 0.007 1,600,000 1.64 2.05 |
SUMMARY OF SIGNIFICANT ACCOUNTI
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES | 6 Months Ended | 12 Months Ended |
Jun. 30, 2024 | Dec. 31, 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 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 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, 2023, would result in net revenues of $ 3,631,208 3,765,983 0.44 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 $ 131,125 27,741 119,205 21,692 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 outstanding during the period. Diluted loss per share is computed by dividing net loss attributable to common stockholders by the sum of the weighted-average number of shares of Common Stock outstanding during the period and the weighted-average number of dilutive Common Stock equivalents outstanding during the period, using the treasury stock method. Dilutive Common Stock equivalents are comprised of in-the-money stock options, convertible notes payable, and warrants based on the average stock price for each period using the treasury stock method. The following potentially dilutive securities have been excluded from the computations of weighted average shares of Common Stock outstanding as of June 30, 2024 and 2023, as they would be anti-dilutive: SCHEDULE OF POTENTIALLY DILUTIVE SECURITIES 2024 2023 As of June 30, 2024 2023 Shares underlying options outstanding 337,810 806,392 Shares underlying warrants outstanding 8,838,669 4,649,952 Anti-dilutive securities 9,176,479 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 85 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 six months ended June 30, 2024 2023 Patient service fees 1 $ 4,209,955 $ — Histology service fees 530,053 — Medical director fees 33,193 — Department of Defense observational studies 6,923 — Other revenues 2 23,919 20,659 Total net revenue $ 4,804,043 $ 20,659 1 Patient services fees include direct billing for CyPath ® 199,000 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, and goodwill are summarized as follows as of June 30, 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 (6,527 ) 143,473 Customer relationships 9/18/2023 14 700,000 (39,167 ) 660,833 Total intangible assets, net $ 2,254,486 $ (45,694 ) $ 2,298,792 The Company incurred amortization of intangible assets of $29,167 0 14,538 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 five steps to ASC 280 to evaluate what, if any, segment reporting would be beneficial for shareholders. These five steps included: 1) evaluate operating segments for aggregation, 2) perform quantitative threshold tests, 3) evaluate remaining operating segments for aggregation, 4) ensure that 75% of revenue is reported, and 5) consider practical limit. Based on the analysis above against those five 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 2024 2023 Three months ended June 30, Six months ended June 30, 2024 2023 2024 2023 Net revenue: Diagnostic R&D $ 4,038 $ — $ 6,923 $ — Laboratory services 1 2,393,614 19,738 4,797,120 20,659 Total net revenue 2,397,652 19,738 4,804,043 20,659 Operating expenses: Diagnostic R&D (453,895 ) (370,384 ) (896,494 ) (759,629 ) Laboratory services (2,535,285 ) (1,235 ) (5,272,284 ) (1,322 ) General corporate activities (1,496,270 ) (1,426,469 ) (2,668,293 ) (2,596,028 ) Total operating loss (2,087,798 ) (1,778,350 ) (4,033,028 ) (3,336,320 ) Non-operating income (expense), net (17,062 ) 42,764 (29,975 ) 79,763 Net loss before income tax expense (2,104,860 ) (1,735,586 ) (4,063,003 ) (3,256,557 ) Income tax expense (5,419 ) (4,587 ) (9,091 ) (16,406 ) Net loss $ (2,110,279 ) $ (1,740,173 ) $ (4,072,094 ) $ (3,272,963 ) 1 The majority of the increase versus the prior year is from the acquisition of Precision Pathology Laboratories Services, LLC on September 18, 2023. 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 $ 796,072 704,741 402,433 335,125 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 United States (“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 ® | Note 2. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES Use of Estimates The preparation of consolidated financial statements in conformity with GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the consolidated financial statements and the reported amounts of revenues and expenses during the reporting period. Actual results could differ from those estimates. Significant estimates include the 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 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 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, MD, 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 , which consists of: (1) $ 2.5 million in cash paid at closing and (2) 564,972 shares of the Company’s common stock valued at $ 1 million 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. Consolidated unaudited pro-forma operating results as if the business combination began on January 1, 2022 are net revenues of $ 7.9 6.9 8.6 8.6 0.99 1.91 The preliminary purchase price allocations relating to the acquisition previously reported in the 10-Q filed, October 14, 2023, reported Net Working Capital of $ 1,167,000 1,149,000 811,000 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 expenses were approximately $ 89,000 39,000 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 per share outstanding during the period. Diluted loss per share is computed by dividing net loss attributable to common stockholders by the sum of the weighted-average number of shares of Common Stock outstanding during the period and the weighted-average number of dilutive Common Stock equivalents outstanding during the period, using the treasury stock method. Dilutive Common Stock equivalents are comprised of in-the-money stock options, convertible notes payable, and warrants based on the average stock price for each period using the treasury stock method. The following potentially dilutive securities have been excluded from the computations of weighted average shares of Common Stock outstanding as of December 31, 2023 and 2022, as they would be anti-dilutive: SCHEDULE OF POTENTIALLY DILUTIVE SECURITIES 2023 2022 As of December 31, 2023 2022 Shares underlying options outstanding 683,695 806,392 Shares underlying warrants outstanding 4,649,952 4,649,952 Anti-dilutive securities 5,333,647 5,456,344 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 pre-acquisition: (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 2023 2022 As of December 31, 2023 2022 Patient service fees 1 $ 2,199,558 $ — Histology service fees 272,660 — Medical director fees 19,324 — Department of Defense observational studies 19,442 — Other revenues 2 21,515 4,803 Total net revenue $ 2,532,499 $ 4,803 1 Patient services fees includes direct billing for CyPath® Lung diagnostic test. 2 Other revenues include pre-acquisition CyPath® Lung royalty income and laboratory services. Reclassifications Certain prior year balances have been reclassified to conform to current year presentation. The Company reclassified legal fees and annuity costs relating to patents of approximately $ 236,000 Property and Equipment, Net 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 December 31, 2023: 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 (2,361 ) 147,639 Customer relationships 9/18/2023 14 700,000 (14,167 ) 685,833 Total Intangible Assets $ 2,254,486 $ (16,528 ) $ 2,237,958 For the year ended December 31, 2023, amortization of intangible assets totaled $ 16,528 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 Annual Report will have a material impact on the Company’s consolidated financial statements. The Company adopted FASB issued Accounting Standards Update (ASU) No. 2016-13, accounting considerations of Financial Instruments – Credit Losses (Topic 326): Measurement of Credit Losses on Financial Instruments (“CECL”) on September 18, 2023, with the business combination of Village Oaks and PPLS. The Company has patient service fees that are billed to commercial insurance companies, governmental payors, and patients. Under the CECL model, the Company estimates potential credit losses from the patient service fees billed using historical data. The Company adopted FASB issued Accounting Standards Update (ASU) No. 2016-02, Leases (Topic 842) on January 1, 2022, with the business combination of Village Oaks and 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. Income Taxes Income taxes are accounted for under the asset and liability method. Deferred tax assets and liabilities are recognized for the future tax consequences attributable to differences between the financial statement carrying amounts of existing assets and liabilities and their respective tax bases and operating loss and tax credit carryforwards. Deferred tax assets and liabilities are measured using enacted tax rates expected to apply to taxable income in the years in which those temporary differences are expected to be recovered or settled. The effect on deferred tax assets and liabilities of a change in tax rates is recognized in operations in the period that includes the enactment date. A valuation allowance is provided when it is more likely than not that some portion or all of a deferred tax asset will not be realized. The ultimate realization of deferred tax assets is dependent upon the generation of future taxable income and the reversal of deferred tax liabilities during the period in which the related temporary difference becomes deductible. The Company includes interest and penalties related to uncertain tax positions as part of income tax expense, if any. No such interest or penalties were recognized during the years ended December 31, 2023 and 2022, and the Company had no accruals for interest and penalties at December 31, 2023 or 2022. 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® Lung from bioAffinity. SCHEDULE OF SEGMENT INFORMATION 2023 2022 As of December 31, 2023 2022 Net revenues: Diagnostic R&D $ 19,442 $ — Laboratory services 2,513,057 4,803 Total net revenues 2,532,499 4,803 Operating expenses: Diagnostic R&D (1,724,597 ) (1,524,170 ) Laboratory services (3,769,783 ) (95,041 ) General corporate activities (5,011,347 ) (2,396,650 ) Total operating loss (7,973,228 ) (4,011,058 ) Non-operating income (expense), net 57,210 (4,140,596 ) Net loss before income taxes (7,916,018 ) (8,151,654 ) Income tax expense (20,993 ) (2,459 ) Net Loss $ (7,937,011 ) $ (8,154,113 ) Research and Development Research and development costs are charged to expense as incurred. The Company’s research and development expenses consist primarily of expenditures for lab operations, preclinical studies, compensation, and consulting costs. The Company incurred research and development expenses of $ 1.5 1.4 Accrued Research and Development Costs The Company records accrued liabilities for estimated costs of research and development activities conducted by service providers, which include preclinical studies. The Company records the estimated costs of research and development activities based upon the estimated amount of services provided but not yet invoiced and includes these costs in accrued expenses in the accompanying balance sheets and within research and development expense in the accompanying consolidated statements of operations. The Company accrues for these costs based on factors such as estimates of the work completed and in accordance with agreements established with service providers. The Company makes significant judgments and estimates in determining the accrued expenses balance in each reporting period. As actual costs become known, the Company adjusts its accrued liabilities. The Company has not experienced any material differences between accrued costs and actual costs incurred since its inception. Regulatory Matters Regulations imposed by federal, state, and local authorities in the U.S. are a significant factor in providing medical care. In the U.S., drugs, biological products, and medical devices are regulated by FDCA, which is administered by the FDA and the Centers for Medicare and Medicaid Services. The Company has not yet obtained marketing authorization from the FDA but is able to market its CyPath® Lung test as a laboratory developed test sold by Precision Pathology Laboratory Services, a CAP-accredited, CLIA-certified clinical pathology laboratory and wholly owned subsidiary. |
ACCOUNTS AND OTHER RECEIVABLES,
ACCOUNTS AND OTHER RECEIVABLES, NET | 6 Months Ended | 12 Months Ended |
Jun. 30, 2024 | Dec. 31, 2023 | |
Credit Loss [Abstract] | ||
ACCOUNTS AND OTHER RECEIVABLES, NET | Note 3. ACCOUNTS AND OTHER RECEIVABLES, NET The following is a summary of accounts receivables and other: SCHEDULE OF ACCOUNTS RECEIVABLE AND OTHER June 30, 2024 December 31, 2023 Patient service fees $ 1,279,413 $ 657,717 Histology service fees 193,810 121,301 Medical director fees 3,040 3,103 Other receivables 119,363 29,553 Total accounts and other receivables, net $ 1,595,626 $ 811,674 | Note 3. ACCOUNTS AND OTHER RECEIVABLES, NET Accounts and other receivables at December 31, 2023 and 2022, are summarized below: SCHEDULE OF ACCOUNTS RECEIVABLE AND OTHER 2023 2022 December 31, 2023 2022 Patient service fees $ 657,717 $ — Histology service fees 121,301 — Medical director fees 3,103 — Other receivables 29,553 10,489 Total accounts and other receivables, net $ 811,674 $ 10,489 |
PREPAID EXPENSES AND OTHER CURR
PREPAID EXPENSES AND OTHER CURRENT ASSETS | 6 Months Ended | 12 Months Ended |
Jun. 30, 2024 | Dec. 31, 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 June 30, 2024 December 31, 2023 Prepaid insurance $ 77,427 $ 171,855 Legal and professional 50,304 24,476 Other 125,995 124,686 Total prepaid expenses and other current assets $ 253,726 $ 321,017 | Note 4. PREPAID EXPENSES AND OTHER CURRENT ASSETS Prepaid expenses and other current assets at December 31, 2023 and 2022, are summarized below: SCHEDULE OF PREPAID EXPENSES AND OTHER CURRENT ASSETS 2023 2022 December 31, 2023 2022 Prepaid insurance $ 171,855 $ 340,078 Legal and professional 24,476 72,048 Other 124,686 119,773 Total prepaid expenses and other current assets $ 321,017 $ 531,899 |
PROPERTY AND EQUIPMENT, NET
PROPERTY AND EQUIPMENT, NET | 6 Months Ended | 12 Months Ended |
Jun. 30, 2024 | Dec. 31, 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 June 30, 2024 December 31, 2023 Lab equipment $ 662,747 $ 647,214 Computers and software 81,433 68,682 Leasehold improvements 9,941 9,941 Vehicles 148,103 105,919 Property and equipment, gross 902,224 831,756 Accumulated depreciation (452,974 ) (373,123 ) Total property and equipment, net $ 449,250 $ 458,633 Depreciation expense was $ 79,054 41,000 40,243 21,000 | Note 5. PROPERTY AND EQUIPMENT, NET Property and equipment at December 31, 2023 and 2022, are summarized below: SCHEDULE OF PROPERTY AND EQUIPMENT 2023 2022 December 31, 2023 2022 Lab equipment $ 647,214 $ 462,155 Computers and software 68,682 21,463 Leasehold improvements 9,941 — Vehicles 105,919 — Property and equipment, gross 831,756 483,618 Less: accumulated depreciation and amortization (373,123 ) (269,180 ) Total property and equipment, net $ 458,633 $ 214,438 Total Property and equipment depreciation expense was $ 233,064 10,182 |
ACCRUED EXPENSES
ACCRUED EXPENSES | 6 Months Ended | 12 Months Ended |
Jun. 30, 2024 | Dec. 31, 2023 | |
Payables and Accruals [Abstract] | ||
ACCRUED EXPENSES | Note 6. ACCRUED EXPENSES Accrued expenses are summarized below: SCHEDULE OF ACCRUED EXPENSES June 30, 2024 December 31, 2023 Compensation $ 749,709 $ 857,037 Legal and professional 162,318 257,926 Clinical 55,315 15,350 Other 1,751 19,498 Total accrued expenses $ 969,093 $ 1,149,811 | Note 6. ACCRUED EXPENSES Accrued expenses at December 31, 2023 and 2022, are summarized below: SCHEDULE OF ACCRUED EXPENSES 2023 2022 December 31, 2023 2022 Compensation $ 857,037 $ 340,680 Legal and professional 257,926 144,440 Clinical 15,350 50,922 Other 19,498 5,852 Total accrued expenses $ 1,149,811 $ 541,894 |
UNEARNED REVENUE
UNEARNED REVENUE | 6 Months Ended | 12 Months Ended |
Jun. 30, 2024 | Dec. 31, 2023 | |
Revenue Recognition and Deferred Revenue [Abstract] | ||
UNEARNED REVENUE | Note 7. UNEARNED REVENUE The Company engaged in an observational study of CyPath ® ® 26,135 33,058 | Note 7. UNEARNED REVENUE The Company engaged in an observational study of CyPath ® ® 33,058 0 |
FAIR VALUE MEASUREMENTS
FAIR VALUE MEASUREMENTS | 6 Months Ended | 12 Months Ended |
Jun. 30, 2024 | Dec. 31, 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. | 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 | 6 Months Ended | 12 Months Ended |
Jun. 30, 2024 | Dec. 31, 2023 | |
Leases | ||
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 3.08 1.75 3.50 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 8.02 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 six months ended June 30, 2024 and 2023, are as follows: SCHEDULE OF COMPONENTS OF LEASE EXPENSE 2024 2023 2024 2023 Three months ended June 30, Six months ended June 30, 2024 2023 2024 2023 Amortization of right-of-use asset - finance lease $ 96,243 $ — $ 192,486 $ — Interest on lease liabilities - finance lease 22,235 — 45,785 — Operating lease cost 29,916 — 59,831 — Total lease cost $ 148,394 $ — $ 298,102 $ — Cash paid for amounts included in the measurement of lease liabilities: Operating cash flows from finance leases $ (88,665 ) $ — $ (179,105 ) $ — Operating cash flows from operating leases (516 ) — (1,032 ) — Supplemental balance sheet information relating to leases was as follows as of June 30, 2024, and December 31, 2023: SCHEDULE OF BALANCE SHEET INFORMATION RELATING TO LEASES Operating leases: June 30, 2024 December 31, 2023 Operating lease right-of-use asset $ 324,942 $ 370,312 Operating lease liability, current $ 98,593 $ 94,708 Operating lease liability, long-term $ 232,714 $ 283,001 Finance leases: June 30, 2024 December 31, 2023 Finance lease right-of-use asset, gross $ 1,294,168 $ 1,294,168 Accumulated amortization (320,810 ) (128,324 ) Finance lease right-of-use asset, net $ 973,358 $ 1,165,844 Finance lease liability, current portion $ 380,259 $ 365,463 Finance lease liability, long-term 641,566 835,467 Total finance lease liabilities $ 1,021,825 $ 1,200,930 Weighted-average remaining lease term: June 30, 2024 December 31, 2023 Operating leases (in years) 3.08 3.58 Finance leases (in years) 2.82 3.25 Weighted-average discount rate: June 30, 2024 December 31, 2023 Operating leases 8.07 % 8.07 % Finance leases 8.02 % 8.01 % Future minimum lease payments under non-cancellable lease as of June 30, 2024, are as follows: SCHEDULE OF FUTURE MINIMUM LEASE PAYMENT UNDER NON-CANCELLABLE Operating Leases Finance Leases Remaining for 2024 $ 60,863 $ 224,252 2025 121,726 448,505 2026 121,726 270,395 121,726 270,395 2027 and thereafter 71,007 202,970 71,007 202,970 Total undiscounted cash flows 375,322 1,146,122 Less discounting (44,015 ) (124,297 ) Present value of lease liabilities $ 331,307 $ 1,021,825 | |
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 3.58 2.25 4.0 The lease agreements generally do not provide an implicit borrowing rate. Therefore, the Company used a benchmark approach as of December 31, 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 7.97 8.13 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 year ended December 31, 2023, and 2022 are as follows: SCHEDULE OF COMPONENTS OF LEASE EXPENSE Components of lease expense: 2023 2022 Amortization of right-of-use assets - finance lease $ 128,324 $ — Interest on lease liabilities - finance lease 33,838 — Operating lease cost 39,887 — Total lease cost $ 202,049 $ — Operating leases: 2023 2022 Operating lease right-of-use, assets $ 370,312 $ — Operating lease liability, current 94,708 — Operating lease liability, non-current 283,001 — Total operating lease liabilities $ 377,709 $ — Financing leases: 2023 2022 Financing lease right-of-use assets, gross $ 1,294,168 $ — Accumulated amortization (128,324 ) Finance lease right-of-use assets, net $ 1,165,844 $ — Financing lease liability, current 365,463 — Financing lease liability, non-current 835,467 — Financing lease liability, long-term $ 1,200,930 $ — Weighted-average remaining lease term: 2023 2022 Operating leases (in years) 3.58 — Finance leases (in years) 3.25 — Weighted-average discount rate: 2023 2022 Operating leases 8.07 % — Finance leases 8.01 % — SCHEDULE OF FUTURE MINIMUM LEASE PAYMENT UNDER NON-CANCELLABLE Operating Leases Finance Leases 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 436,185 1,370,375 Less discounting (58,476 ) (169,445 ) Present value of lease liabilities $ 377,709 $ 1,200,930 |
NOTES PAYABLE
NOTES PAYABLE | 6 Months Ended |
Jun. 30, 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 26,872 0 4,106 0, respectively |
COMMITMENTS AND CONTINGENCIES
COMMITMENTS AND CONTINGENCIES | 6 Months Ended | 12 Months Ended |
Jun. 30, 2024 | Dec. 31, 2023 | |
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 $ 60,000 53,000 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. | 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 $ 112,124 65,043 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 | 6 Months Ended | 12 Months Ended |
Jun. 30, 2024 | Dec. 31, 2023 | |
Equity [Abstract] | ||
COMMON STOCK | Note 12. COMMON STOCK Common Stock The Company has authorized a total of 100,000,000 shares of Common Stock, $ 0.007 par value per share. On June 4, 2024, the Company received stockholder approval to increase the number of authorized shares of Common Stock from 25,000,000 100,000,000 11,752,178 shares of Common Stock, of which 265,132 are unvested restricted stock awards as of June 30, 2024, and 9,505,255 shares of Common Stock, of which 110,645 are unvested restricted stock awards as of December 31, 2023. | Note 11. COMMON STOCK The Company has authorized a total of 25,000,000 0.007 14,285,715 25,000,000 9,505,255 110,645 8,381,324 |
STOCK-BASED COMPENSATION
STOCK-BASED COMPENSATION | 6 Months Ended | 12 Months Ended |
Jun. 30, 2024 | Dec. 31, 2023 | |
Share-Based Payment Arrangement [Abstract] | ||
STOCK-BASED COMPENSATION | Note 13. STOCK-BASED COMPENSATION The Company granted options and restricted stock awards under its 2014 Equity Incentive Plan (the “2014 Plan”). Under the 2014 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 statements of operations: SUMMARY OF STOCK-BASED COMPENSATION EXPENSE RECOGNIZED FOR STOCK OPTION AWARDS 2024 2023 2024 2023 Three Months Ended June 30, Six Months Ended June 30, 2024 2023 2024 2023 Research and development $ 35,345 $ 10,620 $ 57,227 $ 21,889 General and administrative 251,949 159,634 512,680 305,979 Total stock-based compensation expense $ 287,294 $ 170,254 $ 569,907 $ 327,868 The following table summarizes stock option activity under the 2014 and 2024 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, 2023 683,695 $ 3.99 2.9 158,332 Granted — — Exercised (208,031 ) 1.16 Forfeited (137,854 ) 1.16 Outstanding at June 30, 2024 337,810 $ 6.88 5.08 — Vested and exercisable at June 30, 2024 337,612 $ 6.88 5.08 — As of June 30, 2024, there was no During the six months ended June 30, 2024, 208,031 1.155 143,183 137,854 The following table summarizes restricted stock award activity under the 2014 and 2024 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, 2023 540,967 $ 2.24 $ 1,209,391 447,905 93,062 Granted 419,756 1.66 698,655 266,774 152,982 Forfeited — — — — — Balance at June 30, 2024 960,723 $ 1.99 $ 1,908,046 714,679 246,044 During the three months ended June 30, 2024, the Company issued restricted stock awards (“RSAs”) for 419,756 three years 6,846 266,774 | 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 consolidated statement of operations: SUMMARY OF STOCK-BASED COMPENSATION EXPENSE RECOGNIZED FOR STOCK OPTION AWARDS 2023 2022 Research and development $ 37,131 $ 7,832 Selling, general and administrative 711,692 240,760 Total stock-based compensation expense $ 748,823 $ 248,592 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 4.0 164,255 Granted — — — — Exercised — — — — Forfeited (122,697 ) 5.86 — — Outstanding at December 31, 2023 683,695 $ 3.99 2.9 $ 158,332 Vested and exercisable at December 31, 2023 682,306 $ 3.98 2.9 $ 158,010 As of December 31, 2023, there was $ 322 During the year ended December 31, 2023, no 7,142 2.84 64,848 75,000 The following table summarizes weighted-average assumptions using the Black-Scholes option-pricing model used on the date of the grants issued during the years ended December 31, 2023, and 2022, respectively: 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 % Black-Scholes requires the use of subjective assumptions which determine the fair value of stock-based awards. These assumptions include: Fair value of Common Stock Expected term Expected volatility Risk-free interest rate Expected dividend Restricted Stock Awards 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 96,041 18,879 Granted 431,028 1.89 813,717 339,263 91,765 Forfeited (4,979 ) 2.76 (13,754 ) (4,979 ) — Balance at December 31, 2023 540,969 $ 2.24 $ 1,209,400 430,325 110,644 During the year ended December 31, 2023, the Company issued restricted stock awards (RSAs) for 431,028 three years 59,051 339,263 During the year ended December 31, 2022, the Company issued RSAs for 77,195 one year 29,728 |
WARRANTS
WARRANTS | 6 Months Ended | 12 Months Ended |
Jun. 30, 2024 | Dec. 31, 2023 | |
Warrants | ||
WARRANTS | Note 14. WARRANTS The Company’s outstanding Common Stock warrants are equity classified. As of June 30, 2024, and December 31, 2023, the Company had 8,838,717 4,649,952 3.53 48 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 The following table summarizes the calculated aggregate fair values for the warrant derivative liability using the Black-Scholes method based on the following assumptions for the March 8, 2024 Direct Offering: SUMMARY OF AGGREGATE FAIR VALUES FOR THE WARRANT DERIVATIVE LIABILITY Exercise price per share of warrant $ 1.64 Fair market closing price per share of Common Stock $ 1.56 Volatility 132 % Expected term (years) 5 Risk-free interest rate 4.06 % Dividend yield 0 % 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 was such that the exercise price of the warrants was reduced to $ 3.0625 3.0625 As of June 30, 2024, and prior to the Transaction, there were tradeable warrants to purchase up to an aggregate of 1,601,259 2,704,506 SCHEDULE OF CLASS OF WARRANT Number of warrants issued Weighted-average exercise price 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-tradeable 3,015,464 3.06 (310,958 ) 2,704,506 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 June 30, 2024 9,875,202 $ 3.53 (1,036,534 ) 8,838,669 | Note 13. WARRANTS We account for Common Stock warrants as either equity instruments or derivative liabilities depending on the specific terms of the warrant agreement. Warrants are accounted for as derivative liabilities if the warrants allow for cash settlement or provide for modification of the warrant exercise price in the event subsequent sales of Common Stock by the Company are at a lower price per share than the then-current warrant exercise price. We classify derivative warrant liabilities on the balance sheet at fair value, and changes in fair value during the periods presented in the consolidated statement of operations, which is revalued at each consolidated balance sheet date subsequent to the initial issuance of the stock warrant. As of December 31, 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 (1) tradeable warrants (the “Tradeable Warrants”) who have the right to purchase 73,568 73,568 1,109,475 |
SUBSEQUENT EVENTS
SUBSEQUENT EVENTS | 6 Months Ended | 12 Months Ended |
Jun. 30, 2024 | Dec. 31, 2023 | |
Subsequent Events [Abstract] | ||
SUBSEQUENT EVENTS | Note 15. SUBSEQUENT EVENTS On August 2, 2024, the Company entered into warrant exercise agreements with three existing accredited investors to exercise certain outstanding warrants to purchase an aggregate of 1,041,667 of the Company’s shares of Common Stock (the “Existing Warrants”). In consideration for the immediate exercise in full of the Existing Warrants for gross cash proceeds of approximately $ 1,302,083 , the exercising holders received in a private placement new unregistered warrants (the “New Warrants”) to purchase up to an aggregate of 1,302,082 shares of Common Stock ( equal to 125% of the shares of Common Stock issued in connection with the exercise of the Existing Warrants ) with an exercise price of $ 1.50 per share and are initially exercisable on the date that stockholder approval of the exercise of the New Warrants is obtained and will expire five years from the date of such approval. In connection with the exercise of the Existing Warrants, the Company agreed to reduce the exercise price of the Existing Warrants from $ 1.64 to $ 1.25 per share. The exercise of the Existing Warrants and the issuance of the New Warrants occurred on August 5, 2024. On August 2, 2024, the Company also entered into a securities purchase agreement (the “Purchase Agreement”) with an institutional investor (the “Purchaser”), pursuant to which the Company issued to the Purchaser, (i) in a registered direct offering, 360,000 450,000 1.50 450,000 | Note 15. SUBSEQUENT EVENTS On March 8, 2024, the Company issued to certain investors, (i) in a registered direct offering, 1,600,000 1,600,000 1.64 Section 3(b) of the Warrants 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 initial public offering) (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 1,601,258 2,704,554 |
INCOME TAXES
INCOME TAXES | 12 Months Ended |
Dec. 31, 2023 | |
Income Tax Disclosure [Abstract] | |
INCOME TAXES | Note 14. INCOME TAXES Deferred tax assets and valuation allowance The Company had, subject to limitation, approximately $ 30 0.67 24 100 3.0 0.8 SCHEDULE OF DEFERRED TAX ASSETS AND LIABILITIES 2023 2022 December 31, 2023 2022 Deferred tax assets: Net operating loss carryover $ 6,479,696 $ 3,871,192 Stock compensation 325,320 477,055 Capitalized R&E costs 525,463 260,560 Other 204,013 5,708 Operating lease liabilities 79,319 — Tax credits 582,206 443,867 Total deferred tax assets 8,196,018 5,058,382 Deferred tax liability: Right-of-use asset tax liability $ (77,766 ) $ — Depreciation and amortization (59,248 ) (7,337 ) Total deferred tax liability (137,014 (7,337 ) Less: valuation allowance (8,059,004 ) (5,051,045 ) Total property and equipment, net $ 0 $ 0 The reconciliation of the statutory federal income tax rate to the Company’s effective tax rate for the years ended December 31, 2023 and 2022, was as follows: SCHEDULE OF RECONCILIATION OF STATUTORY FEDERAL INCOME TAX RATE 2023 2022 December 31, 2023 2022 Tax at federal statutory rate -21.00 % -21.00 % Permanent differences 0.03 % 10.40 % Research and development credits 0.83 % 2.20 % Deferred balance true-up 16.07 % 0.00 % Change in valuation allowance -37.87 % 10.10 % Effective income tax rate 0.00 % 0.00 % Unrecognized tax benefits As of December 31, 2023, and 2022, the Company has unrecognized tax benefits related to tax credits of $ 249,517 190,229 SCHEDULE OF UNRECOGNIZED TAX BENEFITS 2023 2022 December 31, 2023 2022 Beginning balance $ 190,229 $ 49,646 Additions based on tax positions related to the prior year 30,897 110,681 Additions based on tax positions related to the current year 28,391 29,902 Ending balance $ 249,517 $ 190,229 |
SUMMARY OF SIGNIFICANT ACCOUN_2
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Policies) | 6 Months Ended | 12 Months Ended |
Jun. 30, 2024 | Dec. 31, 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 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. | Use of Estimates The preparation of consolidated financial statements in conformity with GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the consolidated financial statements and the reported amounts of revenues and expenses during the reporting period. Actual results could differ from those estimates. Significant estimates include the 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. | Principles of Consolidation The Company’s 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 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 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, 2023, would result in net revenues of $ 3,631,208 3,765,983 0.44 | 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, MD, 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 , which consists of: (1) $ 2.5 million in cash paid at closing and (2) 564,972 shares of the Company’s common stock valued at $ 1 million 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. Consolidated unaudited pro-forma operating results as if the business combination began on January 1, 2022 are net revenues of $ 7.9 6.9 8.6 8.6 0.99 1.91 The preliminary purchase price allocations relating to the acquisition previously reported in the 10-Q filed, October 14, 2023, reported Net Working Capital of $ 1,167,000 1,149,000 811,000 |
Cash and Cash Equivalents | Cash and Cash Equivalents For the purpose of the statement of cash flows, the Company considers all highly liquid investments with original maturities of three months or less at the time of purchase to be cash equivalents. Cash equivalents are stated at cost, which approximates market value, because of the short maturity of these instruments. | Cash and Cash Equivalents For the purpose of the statement of cash flows, the Company considers all highly liquid investments with original maturities of three months or less at the time of purchase to be cash equivalents. Cash equivalents are stated at cost, which approximates market value, because of the short maturity of these instruments. |
Concentration of Risk | Concentration of Risk The Company has significant cash balances at financial institutions which throughout the year regularly exceed the federally insured limit of $ 250,000 | Concentration of Risk The Company has significant cash balances at financial institutions which throughout the year regularly exceed the federally insured limit of $ 250,000 |
Advertising Expense | Advertising Expense The Company expenses all advertising costs as incurred. Advertising expense was $ 131,125 27,741 119,205 21,692 | Advertising Expense The Company expenses all advertising costs as incurred. Advertising expenses were approximately $ 89,000 39,000 |
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 outstanding during the period. Diluted loss per share is computed by dividing net loss attributable to common stockholders by the sum of the weighted-average number of shares of Common Stock outstanding during the period and the weighted-average number of dilutive Common Stock equivalents outstanding during the period, using the treasury stock method. Dilutive Common Stock equivalents are comprised of in-the-money stock options, convertible notes payable, and warrants based on the average stock price for each period using the treasury stock method. The following potentially dilutive securities have been excluded from the computations of weighted average shares of Common Stock outstanding as of June 30, 2024 and 2023, as they would be anti-dilutive: SCHEDULE OF POTENTIALLY DILUTIVE SECURITIES 2024 2023 As of June 30, 2024 2023 Shares underlying options outstanding 337,810 806,392 Shares underlying warrants outstanding 8,838,669 4,649,952 Anti-dilutive securities 9,176,479 5,456,344 | 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 per share outstanding during the period. Diluted loss per share is computed by dividing net loss attributable to common stockholders by the sum of the weighted-average number of shares of Common Stock outstanding during the period and the weighted-average number of dilutive Common Stock equivalents outstanding during the period, using the treasury stock method. Dilutive Common Stock equivalents are comprised of in-the-money stock options, convertible notes payable, and warrants based on the average stock price for each period using the treasury stock method. The following potentially dilutive securities have been excluded from the computations of weighted average shares of Common Stock outstanding as of December 31, 2023 and 2022, as they would be anti-dilutive: SCHEDULE OF POTENTIALLY DILUTIVE SECURITIES 2023 2022 As of December 31, 2023 2022 Shares underlying options outstanding 683,695 806,392 Shares underlying warrants outstanding 4,649,952 4,649,952 Anti-dilutive securities 5,333,647 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 85 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 six months ended June 30, 2024 2023 Patient service fees 1 $ 4,209,955 $ — Histology service fees 530,053 — Medical director fees 33,193 — Department of Defense observational studies 6,923 — Other revenues 2 23,919 20,659 Total net revenue $ 4,804,043 $ 20,659 1 Patient services fees include direct billing for CyPath ® 199,000 2 Other revenues include pre-acquisition CyPath ® | 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 pre-acquisition: (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 2023 2022 As of December 31, 2023 2022 Patient service fees 1 $ 2,199,558 $ — Histology service fees 272,660 — Medical director fees 19,324 — Department of Defense observational studies 19,442 — Other revenues 2 21,515 4,803 Total net revenue $ 2,532,499 $ 4,803 1 Patient services fees includes direct billing for CyPath® Lung diagnostic test. 2 Other revenues include pre-acquisition CyPath® Lung royalty income and laboratory services. |
Property and Equipment, Net | 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 | Property and Equipment, Net 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, and goodwill are summarized as follows as of June 30, 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 (6,527 ) 143,473 Customer relationships 9/18/2023 14 700,000 (39,167 ) 660,833 Total intangible assets, net $ 2,254,486 $ (45,694 ) $ 2,298,792 The Company incurred amortization of intangible assets of $29,167 0 14,538 0 | Intangible Assets Intangible assets, net of accumulated amortization, are summarized as follows as of December 31, 2023: 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 (2,361 ) 147,639 Customer relationships 9/18/2023 14 700,000 (14,167 ) 685,833 Total Intangible Assets $ 2,254,486 $ (16,528 ) $ 2,237,958 For the year ended December 31, 2023, amortization of intangible assets totaled $ 16,528 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 five steps to ASC 280 to evaluate what, if any, segment reporting would be beneficial for shareholders. These five steps included: 1) evaluate operating segments for aggregation, 2) perform quantitative threshold tests, 3) evaluate remaining operating segments for aggregation, 4) ensure that 75% of revenue is reported, and 5) consider practical limit. Based on the analysis above against those five steps, management concludes that segment reporting is required for two segment operations: 1) diagnostic R&D and 2) laboratory services. | 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 Annual Report will have a material impact on the Company’s consolidated financial statements. The Company adopted FASB issued Accounting Standards Update (ASU) No. 2016-13, accounting considerations of Financial Instruments – Credit Losses (Topic 326): Measurement of Credit Losses on Financial Instruments (“CECL”) on September 18, 2023, with the business combination of Village Oaks and PPLS. The Company has patient service fees that are billed to commercial insurance companies, governmental payors, and patients. Under the CECL model, the Company estimates potential credit losses from the patient service fees billed using historical data. The Company adopted FASB issued Accounting Standards Update (ASU) No. 2016-02, Leases (Topic 842) on January 1, 2022, with the business combination of Village Oaks and 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. |
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 2024 2023 Three months ended June 30, Six months ended June 30, 2024 2023 2024 2023 Net revenue: Diagnostic R&D $ 4,038 $ — $ 6,923 $ — Laboratory services 1 2,393,614 19,738 4,797,120 20,659 Total net revenue 2,397,652 19,738 4,804,043 20,659 Operating expenses: Diagnostic R&D (453,895 ) (370,384 ) (896,494 ) (759,629 ) Laboratory services (2,535,285 ) (1,235 ) (5,272,284 ) (1,322 ) General corporate activities (1,496,270 ) (1,426,469 ) (2,668,293 ) (2,596,028 ) Total operating loss (2,087,798 ) (1,778,350 ) (4,033,028 ) (3,336,320 ) Non-operating income (expense), net (17,062 ) 42,764 (29,975 ) 79,763 Net loss before income tax expense (2,104,860 ) (1,735,586 ) (4,063,003 ) (3,256,557 ) Income tax expense (5,419 ) (4,587 ) (9,091 ) (16,406 ) Net loss $ (2,110,279 ) $ (1,740,173 ) $ (4,072,094 ) $ (3,272,963 ) 1 The majority of the increase versus the prior year is from the acquisition of Precision Pathology Laboratories Services, LLC on September 18, 2023. | 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® Lung from bioAffinity. SCHEDULE OF SEGMENT INFORMATION 2023 2022 As of December 31, 2023 2022 Net revenues: Diagnostic R&D $ 19,442 $ — Laboratory services 2,513,057 4,803 Total net revenues 2,532,499 4,803 Operating expenses: Diagnostic R&D (1,724,597 ) (1,524,170 ) Laboratory services (3,769,783 ) (95,041 ) General corporate activities (5,011,347 ) (2,396,650 ) Total operating loss (7,973,228 ) (4,011,058 ) Non-operating income (expense), net 57,210 (4,140,596 ) Net loss before income taxes (7,916,018 ) (8,151,654 ) Income tax expense (20,993 ) (2,459 ) Net Loss $ (7,937,011 ) $ (8,154,113 ) |
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 $ 796,072 704,741 402,433 335,125 | Research and Development Research and development costs are charged to expense as incurred. The Company’s research and development expenses consist primarily of expenditures for lab operations, preclinical studies, compensation, and consulting costs. The Company incurred research and development expenses of $ 1.5 1.4 |
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. | Accrued Research and Development Costs The Company records accrued liabilities for estimated costs of research and development activities conducted by service providers, which include preclinical studies. The Company records the estimated costs of research and development activities based upon the estimated amount of services provided but not yet invoiced and includes these costs in accrued expenses in the accompanying balance sheets and within research and development expense in the accompanying consolidated statements of operations. The Company accrues for these costs based on factors such as estimates of the work completed and in accordance with agreements established with service providers. The Company makes significant judgments and estimates in determining the accrued expenses balance in each reporting period. As actual costs become known, the Company adjusts its accrued liabilities. The Company has not experienced any material differences between accrued costs and actual costs incurred since its inception. |
Regulatory Matters | Regulatory Matters Regulations imposed by federal, state, and local authorities in the United States (“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 ® | 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 FDCA, which is administered by the FDA and the Centers for Medicare and Medicaid Services. The Company has not yet obtained marketing authorization from the FDA but is able to market its CyPath® Lung test as a laboratory developed test sold by Precision Pathology Laboratory Services, a CAP-accredited, CLIA-certified clinical pathology laboratory and wholly owned subsidiary. |
Reclassifications | Reclassifications Certain prior year balances have been reclassified to conform to current year presentation. The Company reclassified legal fees and annuity costs relating to patents of approximately $ 236,000 | |
Income Taxes | Income Taxes Income taxes are accounted for under the asset and liability method. Deferred tax assets and liabilities are recognized for the future tax consequences attributable to differences between the financial statement carrying amounts of existing assets and liabilities and their respective tax bases and operating loss and tax credit carryforwards. Deferred tax assets and liabilities are measured using enacted tax rates expected to apply to taxable income in the years in which those temporary differences are expected to be recovered or settled. The effect on deferred tax assets and liabilities of a change in tax rates is recognized in operations in the period that includes the enactment date. A valuation allowance is provided when it is more likely than not that some portion or all of a deferred tax asset will not be realized. The ultimate realization of deferred tax assets is dependent upon the generation of future taxable income and the reversal of deferred tax liabilities during the period in which the related temporary difference becomes deductible. The Company includes interest and penalties related to uncertain tax positions as part of income tax expense, if any. No such interest or penalties were recognized during the years ended December 31, 2023 and 2022, and the Company had no accruals for interest and penalties at December 31, 2023 or 2022. |
SUMMARY OF SIGNIFICANT ACCOUN_3
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Tables) | 6 Months Ended | 12 Months Ended |
Jun. 30, 2024 | Dec. 31, 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) $ 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 | 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 June 30, 2024 and 2023, as they would be anti-dilutive: SCHEDULE OF POTENTIALLY DILUTIVE SECURITIES 2024 2023 As of June 30, 2024 2023 Shares underlying options outstanding 337,810 806,392 Shares underlying warrants outstanding 8,838,669 4,649,952 Anti-dilutive securities 9,176,479 5,456,344 | The following potentially dilutive securities have been excluded from the computations of weighted average shares of Common Stock outstanding as of December 31, 2023 and 2022, as they would be anti-dilutive: SCHEDULE OF POTENTIALLY DILUTIVE SECURITIES 2023 2022 As of December 31, 2023 2022 Shares underlying options outstanding 683,695 806,392 Shares underlying warrants outstanding 4,649,952 4,649,952 Anti-dilutive securities 5,333,647 5,456,344 |
SCHEDULE OF REVENUE RECOGNITION | SCHEDULE OF REVENUE RECOGNITION 2024 2023 For the six months ended June 30, 2024 2023 Patient service fees 1 $ 4,209,955 $ — Histology service fees 530,053 — Medical director fees 33,193 — Department of Defense observational studies 6,923 — Other revenues 2 23,919 20,659 Total net revenue $ 4,804,043 $ 20,659 1 Patient services fees include direct billing for CyPath ® 199,000 2 Other revenues include pre-acquisition CyPath ® | SCHEDULE OF REVENUE RECOGNITION 2023 2022 As of December 31, 2023 2022 Patient service fees 1 $ 2,199,558 $ — Histology service fees 272,660 — Medical director fees 19,324 — Department of Defense observational studies 19,442 — Other revenues 2 21,515 4,803 Total net revenue $ 2,532,499 $ 4,803 1 Patient services fees includes direct billing for CyPath® Lung diagnostic test. 2 Other revenues include pre-acquisition CyPath® Lung royalty income and laboratory services. |
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 | 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, and goodwill are summarized as follows as of June 30, 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 (6,527 ) 143,473 Customer relationships 9/18/2023 14 700,000 (39,167 ) 660,833 Total intangible assets, net $ 2,254,486 $ (45,694 ) $ 2,298,792 | Intangible assets, net of accumulated amortization, are summarized as follows as of December 31, 2023: 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 (2,361 ) 147,639 Customer relationships 9/18/2023 14 700,000 (14,167 ) 685,833 Total Intangible Assets $ 2,254,486 $ (16,528 ) $ 2,237,958 |
SCHEDULE OF SEGMENT INFORMATION | SCHEDULE OF SEGMENT INFORMATION 2024 2023 2024 2023 Three months ended June 30, Six months ended June 30, 2024 2023 2024 2023 Net revenue: Diagnostic R&D $ 4,038 $ — $ 6,923 $ — Laboratory services 1 2,393,614 19,738 4,797,120 20,659 Total net revenue 2,397,652 19,738 4,804,043 20,659 Operating expenses: Diagnostic R&D (453,895 ) (370,384 ) (896,494 ) (759,629 ) Laboratory services (2,535,285 ) (1,235 ) (5,272,284 ) (1,322 ) General corporate activities (1,496,270 ) (1,426,469 ) (2,668,293 ) (2,596,028 ) Total operating loss (2,087,798 ) (1,778,350 ) (4,033,028 ) (3,336,320 ) Non-operating income (expense), net (17,062 ) 42,764 (29,975 ) 79,763 Net loss before income tax expense (2,104,860 ) (1,735,586 ) (4,063,003 ) (3,256,557 ) Income tax expense (5,419 ) (4,587 ) (9,091 ) (16,406 ) Net loss $ (2,110,279 ) $ (1,740,173 ) $ (4,072,094 ) $ (3,272,963 ) 1 The majority of the increase versus the prior year is from the acquisition of Precision Pathology Laboratories Services, LLC on September 18, 2023. | SCHEDULE OF SEGMENT INFORMATION 2023 2022 As of December 31, 2023 2022 Net revenues: Diagnostic R&D $ 19,442 $ — Laboratory services 2,513,057 4,803 Total net revenues 2,532,499 4,803 Operating expenses: Diagnostic R&D (1,724,597 ) (1,524,170 ) Laboratory services (3,769,783 ) (95,041 ) General corporate activities (5,011,347 ) (2,396,650 ) Total operating loss (7,973,228 ) (4,011,058 ) Non-operating income (expense), net 57,210 (4,140,596 ) Net loss before income taxes (7,916,018 ) (8,151,654 ) Income tax expense (20,993 ) (2,459 ) Net Loss $ (7,937,011 ) $ (8,154,113 ) |
ACCOUNTS AND OTHER RECEIVABLE_2
ACCOUNTS AND OTHER RECEIVABLES, NET (Tables) | 6 Months Ended | 12 Months Ended |
Jun. 30, 2024 | Dec. 31, 2023 | |
Credit Loss [Abstract] | ||
SCHEDULE OF ACCOUNTS RECEIVABLE AND OTHER | The following is a summary of accounts receivables and other: SCHEDULE OF ACCOUNTS RECEIVABLE AND OTHER June 30, 2024 December 31, 2023 Patient service fees $ 1,279,413 $ 657,717 Histology service fees 193,810 121,301 Medical director fees 3,040 3,103 Other receivables 119,363 29,553 Total accounts and other receivables, net $ 1,595,626 $ 811,674 | Accounts and other receivables at December 31, 2023 and 2022, are summarized below: SCHEDULE OF ACCOUNTS RECEIVABLE AND OTHER 2023 2022 December 31, 2023 2022 Patient service fees $ 657,717 $ — Histology service fees 121,301 — Medical director fees 3,103 — Other receivables 29,553 10,489 Total accounts and other receivables, net $ 811,674 $ 10,489 |
PREPAID EXPENSES AND OTHER CU_2
PREPAID EXPENSES AND OTHER CURRENT ASSETS (Tables) | 6 Months Ended | 12 Months Ended |
Jun. 30, 2024 | Dec. 31, 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 June 30, 2024 December 31, 2023 Prepaid insurance $ 77,427 $ 171,855 Legal and professional 50,304 24,476 Other 125,995 124,686 Total prepaid expenses and other current assets $ 253,726 $ 321,017 | Prepaid expenses and other current assets at December 31, 2023 and 2022, are summarized below: SCHEDULE OF PREPAID EXPENSES AND OTHER CURRENT ASSETS 2023 2022 December 31, 2023 2022 Prepaid insurance $ 171,855 $ 340,078 Legal and professional 24,476 72,048 Other 124,686 119,773 Total prepaid expenses and other current assets $ 321,017 $ 531,899 |
PROPERTY AND EQUIPMENT, NET (Ta
PROPERTY AND EQUIPMENT, NET (Tables) | 6 Months Ended | 12 Months Ended |
Jun. 30, 2024 | Dec. 31, 2023 | |
Property, Plant and Equipment [Abstract] | ||
SCHEDULE OF PROPERTY AND EQUIPMENT | Property and equipment are summarized below: SCHEDULE OF PROPERTY AND EQUIPMENT June 30, 2024 December 31, 2023 Lab equipment $ 662,747 $ 647,214 Computers and software 81,433 68,682 Leasehold improvements 9,941 9,941 Vehicles 148,103 105,919 Property and equipment, gross 902,224 831,756 Accumulated depreciation (452,974 ) (373,123 ) Total property and equipment, net $ 449,250 $ 458,633 | Property and equipment at December 31, 2023 and 2022, are summarized below: SCHEDULE OF PROPERTY AND EQUIPMENT 2023 2022 December 31, 2023 2022 Lab equipment $ 647,214 $ 462,155 Computers and software 68,682 21,463 Leasehold improvements 9,941 — Vehicles 105,919 — Property and equipment, gross 831,756 483,618 Less: accumulated depreciation and amortization (373,123 ) (269,180 ) Total property and equipment, net $ 458,633 $ 214,438 |
ACCRUED EXPENSES (Tables)
ACCRUED EXPENSES (Tables) | 6 Months Ended | 12 Months Ended |
Jun. 30, 2024 | Dec. 31, 2023 | |
Payables and Accruals [Abstract] | ||
SCHEDULE OF ACCRUED EXPENSES | Accrued expenses are summarized below: SCHEDULE OF ACCRUED EXPENSES June 30, 2024 December 31, 2023 Compensation $ 749,709 $ 857,037 Legal and professional 162,318 257,926 Clinical 55,315 15,350 Other 1,751 19,498 Total accrued expenses $ 969,093 $ 1,149,811 | Accrued expenses at December 31, 2023 and 2022, are summarized below: SCHEDULE OF ACCRUED EXPENSES 2023 2022 December 31, 2023 2022 Compensation $ 857,037 $ 340,680 Legal and professional 257,926 144,440 Clinical 15,350 50,922 Other 19,498 5,852 Total accrued expenses $ 1,149,811 $ 541,894 |
LEASES (Tables)
LEASES (Tables) | 6 Months Ended | 12 Months Ended |
Jun. 30, 2024 | Dec. 31, 2023 | |
Leases | ||
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 six months ended June 30, 2024 and 2023, are as follows: SCHEDULE OF COMPONENTS OF LEASE EXPENSE 2024 2023 2024 2023 Three months ended June 30, Six months ended June 30, 2024 2023 2024 2023 Amortization of right-of-use asset - finance lease $ 96,243 $ — $ 192,486 $ — Interest on lease liabilities - finance lease 22,235 — 45,785 — Operating lease cost 29,916 — 59,831 — Total lease cost $ 148,394 $ — $ 298,102 $ — Cash paid for amounts included in the measurement of lease liabilities: Operating cash flows from finance leases $ (88,665 ) $ — $ (179,105 ) $ — Operating cash flows from operating leases (516 ) — (1,032 ) — | The components of lease expense, which are included in selling, general and administrative expense and depreciation and amortization for the year ended December 31, 2023, and 2022 are as follows: SCHEDULE OF COMPONENTS OF LEASE EXPENSE Components of lease expense: 2023 2022 Amortization of right-of-use assets - finance lease $ 128,324 $ — Interest on lease liabilities - finance lease 33,838 — Operating lease cost 39,887 — Total lease cost $ 202,049 $ — |
SCHEDULE OF BALANCE SHEET INFORMATION RELATING TO LEASES | Supplemental balance sheet information relating to leases was as follows as of June 30, 2024, and December 31, 2023: SCHEDULE OF BALANCE SHEET INFORMATION RELATING TO LEASES Operating leases: June 30, 2024 December 31, 2023 Operating lease right-of-use asset $ 324,942 $ 370,312 Operating lease liability, current $ 98,593 $ 94,708 Operating lease liability, long-term $ 232,714 $ 283,001 Finance leases: June 30, 2024 December 31, 2023 Finance lease right-of-use asset, gross $ 1,294,168 $ 1,294,168 Accumulated amortization (320,810 ) (128,324 ) Finance lease right-of-use asset, net $ 973,358 $ 1,165,844 Finance lease liability, current portion $ 380,259 $ 365,463 Finance lease liability, long-term 641,566 835,467 Total finance lease liabilities $ 1,021,825 $ 1,200,930 Weighted-average remaining lease term: June 30, 2024 December 31, 2023 Operating leases (in years) 3.08 3.58 Finance leases (in years) 2.82 3.25 Weighted-average discount rate: June 30, 2024 December 31, 2023 Operating leases 8.07 % 8.07 % Finance leases 8.02 % 8.01 % | Operating leases: 2023 2022 Operating lease right-of-use, assets $ 370,312 $ — Operating lease liability, current 94,708 — Operating lease liability, non-current 283,001 — Total operating lease liabilities $ 377,709 $ — Financing leases: 2023 2022 Financing lease right-of-use assets, gross $ 1,294,168 $ — Accumulated amortization (128,324 ) Finance lease right-of-use assets, net $ 1,165,844 $ — Financing lease liability, current 365,463 — Financing lease liability, non-current 835,467 — Financing lease liability, long-term $ 1,200,930 $ — Weighted-average remaining lease term: 2023 2022 Operating leases (in years) 3.58 — Finance leases (in years) 3.25 — 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 payments under non-cancellable lease as of June 30, 2024, are as follows: SCHEDULE OF FUTURE MINIMUM LEASE PAYMENT UNDER NON-CANCELLABLE Operating Leases Finance Leases Remaining for 2024 $ 60,863 $ 224,252 2025 121,726 448,505 2026 121,726 270,395 121,726 270,395 2027 and thereafter 71,007 202,970 71,007 202,970 Total undiscounted cash flows 375,322 1,146,122 Less discounting (44,015 ) (124,297 ) Present value of lease liabilities $ 331,307 $ 1,021,825 | SCHEDULE OF FUTURE MINIMUM LEASE PAYMENT UNDER NON-CANCELLABLE Operating Leases Finance Leases 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 436,185 1,370,375 Less discounting (58,476 ) (169,445 ) Present value of lease liabilities $ 377,709 $ 1,200,930 |
STOCK-BASED COMPENSATION (Table
STOCK-BASED COMPENSATION (Tables) | 6 Months Ended | 12 Months Ended |
Jun. 30, 2024 | Dec. 31, 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 statements of operations: SUMMARY OF STOCK-BASED COMPENSATION EXPENSE RECOGNIZED FOR STOCK OPTION AWARDS 2024 2023 2024 2023 Three Months Ended June 30, Six Months Ended June 30, 2024 2023 2024 2023 Research and development $ 35,345 $ 10,620 $ 57,227 $ 21,889 General and administrative 251,949 159,634 512,680 305,979 Total stock-based compensation expense $ 287,294 $ 170,254 $ 569,907 $ 327,868 | The Company has recorded stock-based compensation expense related to the issuance of restricted stock awards in the following line items in the accompanying consolidated statement of operations: SUMMARY OF STOCK-BASED COMPENSATION EXPENSE RECOGNIZED FOR STOCK OPTION AWARDS 2023 2022 Research and development $ 37,131 $ 7,832 Selling, general and administrative 711,692 240,760 Total stock-based compensation expense $ 748,823 $ 248,592 |
SUMMARY OF OPTION ACTIVITY | The following table summarizes stock option activity under the 2014 and 2024 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, 2023 683,695 $ 3.99 2.9 158,332 Granted — — Exercised (208,031 ) 1.16 Forfeited (137,854 ) 1.16 Outstanding at June 30, 2024 337,810 $ 6.88 5.08 — Vested and exercisable at June 30, 2024 337,612 $ 6.88 5.08 — | 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 4.0 164,255 Granted — — — — Exercised — — — — Forfeited (122,697 ) 5.86 — — Outstanding at December 31, 2023 683,695 $ 3.99 2.9 $ 158,332 Vested and exercisable at December 31, 2023 682,306 $ 3.98 2.9 $ 158,010 |
SUMMARY OF RESTRICTED STOCK AWARD | The following table summarizes restricted stock award activity under the 2014 and 2024 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, 2023 540,967 $ 2.24 $ 1,209,391 447,905 93,062 Granted 419,756 1.66 698,655 266,774 152,982 Forfeited — — — — — Balance at June 30, 2024 960,723 $ 1.99 $ 1,908,046 714,679 246,044 | 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 96,041 18,879 Granted 431,028 1.89 813,717 339,263 91,765 Forfeited (4,979 ) 2.76 (13,754 ) (4,979 ) — Balance at December 31, 2023 540,969 $ 2.24 $ 1,209,400 430,325 110,644 |
SCHEDULE OF FAIR VALUE ASSUMPTIONS | The following table summarizes weighted-average assumptions using the Black-Scholes option-pricing model used on the date of the grants issued during the years ended December 31, 2023, and 2022, respectively: 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 (Tables)
WARRANTS (Tables) | 6 Months Ended |
Jun. 30, 2024 | |
Warrants | |
SUMMARY OF AGGREGATE FAIR VALUES FOR THE WARRANT DERIVATIVE LIABILITY | The following table summarizes the calculated aggregate fair values for the warrant derivative liability using the Black-Scholes method based on the following assumptions for the March 8, 2024 Direct Offering: SUMMARY OF AGGREGATE FAIR VALUES FOR THE WARRANT DERIVATIVE LIABILITY Exercise price per share of warrant $ 1.64 Fair market closing price per share of Common Stock $ 1.56 Volatility 132 % Expected term (years) 5 Risk-free interest rate 4.06 % Dividend yield 0 % |
SCHEDULE OF CLASS OF WARRANT | SCHEDULE OF CLASS OF WARRANT Number of warrants issued Weighted-average exercise price 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-tradeable 3,015,464 3.06 (310,958 ) 2,704,506 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 June 30, 2024 9,875,202 $ 3.53 (1,036,534 ) 8,838,669 |
INCOME TAXES (Tables)
INCOME TAXES (Tables) | 12 Months Ended |
Dec. 31, 2023 | |
Income Tax Disclosure [Abstract] | |
SCHEDULE OF DEFERRED TAX ASSETS AND LIABILITIES | SCHEDULE OF DEFERRED TAX ASSETS AND LIABILITIES 2023 2022 December 31, 2023 2022 Deferred tax assets: Net operating loss carryover $ 6,479,696 $ 3,871,192 Stock compensation 325,320 477,055 Capitalized R&E costs 525,463 260,560 Other 204,013 5,708 Operating lease liabilities 79,319 — Tax credits 582,206 443,867 Total deferred tax assets 8,196,018 5,058,382 Deferred tax liability: Right-of-use asset tax liability $ (77,766 ) $ — Depreciation and amortization (59,248 ) (7,337 ) Total deferred tax liability (137,014 (7,337 ) Less: valuation allowance (8,059,004 ) (5,051,045 ) Total property and equipment, net $ 0 $ 0 |
SCHEDULE OF RECONCILIATION OF STATUTORY FEDERAL INCOME TAX RATE | The reconciliation of the statutory federal income tax rate to the Company’s effective tax rate for the years ended December 31, 2023 and 2022, was as follows: SCHEDULE OF RECONCILIATION OF STATUTORY FEDERAL INCOME TAX RATE 2023 2022 December 31, 2023 2022 Tax at federal statutory rate -21.00 % -21.00 % Permanent differences 0.03 % 10.40 % Research and development credits 0.83 % 2.20 % Deferred balance true-up 16.07 % 0.00 % Change in valuation allowance -37.87 % 10.10 % Effective income tax rate 0.00 % 0.00 % |
SCHEDULE OF UNRECOGNIZED TAX BENEFITS | SCHEDULE OF UNRECOGNIZED TAX BENEFITS 2023 2022 December 31, 2023 2022 Beginning balance $ 190,229 $ 49,646 Additions based on tax positions related to the prior year 30,897 110,681 Additions based on tax positions related to the current year 28,391 29,902 Ending balance $ 249,517 $ 190,229 |
NATURE OF OPERATIONS, ORGANIZ_2
NATURE OF OPERATIONS, ORGANIZATION, AND BASIS OF PRESENTATION (Details Narrative) - USD ($) | Aug. 02, 2024 | Mar. 08, 2024 | Jun. 30, 2024 | Dec. 31, 2023 | Dec. 31, 2022 |
Collaborative Arrangement and Arrangement Other than Collaborative [Line Items] | |||||
Retained Earnings (Accumulated Deficit) | $ (48,676,573) | $ (44,604,479) | $ (36,667,468) | ||
Cash and cash equivalents | 801,311 | 2,821,570 | 11,413,759 | ||
Accumulated deficit | $ 48,676,573 | $ 44,604,479 | $ 36,667,468 | ||
Total assets, percent | 34% | ||||
Common stock par value | $ 0.007 | $ 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 | ||||
Warrants to purchase common stock | 1,600,000 | ||||
Exercise price | $ 1.64 | ||||
Subsequent Event [Member] | Warrants And SecuritiesPurchase Agreement [Member] | Institutional Investor [Member] | |||||
Collaborative Arrangement and Arrangement Other than Collaborative [Line Items] | |||||
Cash | $ 1,700,000 | ||||
Subsequent Event [Member] | 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 | ||||
Subsequent Event [Member] | Securities Purchase Agreement [Member] | Institutional Investor [Member] | |||||
Collaborative Arrangement and Arrangement Other than Collaborative [Line Items] | |||||
Proceeds from direct offerings | $ 450,000 |
SCHEDULE OF PURCHASE PRICE AND
SCHEDULE OF PURCHASE PRICE AND PRELIMINARY PURCHASE PRICE ALLOCATIONS (Details) - USD ($) | Sep. 18, 2023 | Jun. 30, 2024 | Dec. 31, 2023 | Dec. 31, 2022 |
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 | 6 Months Ended | 12 Months Ended | ||
Jun. 30, 2024 | Jun. 30, 2023 | Dec. 31, 2023 | Dec. 31, 2022 | |
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | ||||
Anti-dilutive securities | 9,176,479 | 5,456,344 | 5,333,647 | 5,456,344 |
Share-Based Payment Arrangement, Option [Member] | ||||
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | ||||
Anti-dilutive securities | 337,810 | 806,392 | 683,695 | 806,392 |
Warrant [Member] | ||||
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | ||||
Anti-dilutive securities | 8,838,669 | 4,649,952 | 4,649,952 | 4,649,952 |
SCHEDULE OF REVENUE RECOGNITION
SCHEDULE OF REVENUE RECOGNITION (Details) - USD ($) | 3 Months Ended | 6 Months Ended | 12 Months Ended | |||||||
Jun. 30, 2024 | Jun. 30, 2023 | Jun. 30, 2024 | Jun. 30, 2023 | Dec. 31, 2023 | Dec. 31, 2022 | |||||
Product Information [Line Items] | ||||||||||
Total net revenue | $ 2,397,652 | $ 19,738 | $ 4,804,043 | $ 20,659 | $ 2,532,499 | $ 4,803 | ||||
Health Care, Patient Service [Member] | ||||||||||
Product Information [Line Items] | ||||||||||
Total net revenue | 4,209,955 | [1] | [1] | 2,199,558 | [2] | [2] | ||||
Histology Service Fees [Member] | ||||||||||
Product Information [Line Items] | ||||||||||
Total net revenue | 530,053 | |||||||||
Health Care, Other [Member] | ||||||||||
Product Information [Line Items] | ||||||||||
Total net revenue | 33,193 | 19,324 | ||||||||
Department of Defense Observational Studies [Member] | ||||||||||
Product Information [Line Items] | ||||||||||
Total net revenue | 6,923 | |||||||||
Other Revenues [Member] | ||||||||||
Product Information [Line Items] | ||||||||||
Total net revenue | $ 23,919 | [3] | $ 20,659 | [3] | 21,515 | [4] | 4,803 | [4] | ||
Histology Fees [Member] | ||||||||||
Product Information [Line Items] | ||||||||||
Total net revenue | 272,660 | |||||||||
Department Of Defense Observational Studiesr [Member] | ||||||||||
Product Information [Line Items] | ||||||||||
Total net revenue | $ 19,442 | |||||||||
[1]Patient services fees include direct billing for CyPath ® 199,000 ® |
SCHEDULE OF REVENUE RECOGNITI_2
SCHEDULE OF REVENUE RECOGNITION (Details) (Parenthetical) - USD ($) | 3 Months Ended | 6 Months Ended | 12 Months Ended | |||||||
Jun. 30, 2024 | Jun. 30, 2023 | Jun. 30, 2024 | Jun. 30, 2023 | Dec. 31, 2023 | Dec. 31, 2022 | |||||
Product Information [Line Items] | ||||||||||
Revenue | $ 2,397,652 | $ 19,738 | $ 4,804,043 | $ 20,659 | $ 2,532,499 | $ 4,803 | ||||
Health Care, Patient Service [Member] | ||||||||||
Product Information [Line Items] | ||||||||||
Revenue | 4,209,955 | [1] | [1] | $ 2,199,558 | [2] | [2] | ||||
Health Care, Patient Service [Member] | CyPath® Lung [Member] | ||||||||||
Product Information [Line Items] | ||||||||||
Revenue | $ 199,000 | |||||||||
[1]Patient services fees include direct billing for CyPath ® 199,000 |
SCHEDULE OF PROPERTY AND EQUIPM
SCHEDULE OF PROPERTY AND EQUIPMENT USEFUL LIFE (Details) | 6 Months Ended | 12 Months Ended |
Jun. 30, 2024 | Dec. 31, 2023 | |
Computer Equipment [Member] | Minimum [Member] | ||
Property, Plant and Equipment [Line Items] | ||
Property, plant and equipment, useful life | 3 years | 3 years |
Computer Equipment [Member] | Maximum [Member] | ||
Property, Plant and Equipment [Line Items] | ||
Property, plant and equipment, useful life | 5 years | 5 years |
Computer Software [Member] | ||
Property, Plant and Equipment [Line Items] | ||
Property, plant and equipment, useful life | 3 years | 3 years |
Equipment [Member] | Minimum [Member] | ||
Property, Plant and Equipment [Line Items] | ||
Property, plant and equipment, useful life | 3 years | 3 years |
Equipment [Member] | Maximum [Member] | ||
Property, Plant and Equipment [Line Items] | ||
Property, plant and equipment, useful life | 5 years | 5 years |
Furniture and Fixtures [Member] | Minimum [Member] | ||
Property, Plant and Equipment [Line Items] | ||
Property, plant and equipment, useful life | 5 years | 5 years |
Furniture and Fixtures [Member] | Maximum [Member] | ||
Property, Plant and Equipment [Line Items] | ||
Property, plant and equipment, useful life | 7 years | 7 years |
Vehicles [Member] | ||
Property, Plant and Equipment [Line Items] | ||
Property, plant and equipment, useful life | 5 years | 5 years |
Leasehold Improvements [Member] | ||
Property, Plant and Equipment [Line Items] | ||
Property, plant and equipment, useful life | Lesser of lease term or useful life | Lesser of lease term or useful life |
SCHEDULE OF INTANGIBLE ASSETS A
SCHEDULE OF INTANGIBLE ASSETS ADJUSTMENTS (Details) - USD ($) | 6 Months Ended | 12 Months Ended |
Jun. 30, 2024 | Dec. 31, 2023 | |
Indefinite-Lived Intangible Assets [Line Items] | ||
Intangible assets cost | $ 2,254,486 | $ 2,254,486 |
Amortization | (45,694) | (16,528) |
Intangible assets net | $ 2,298,792 | $ 2,237,958 |
Goodwill [Member] | ||
Indefinite-Lived Intangible Assets [Line Items] | ||
Date acquired | Sep. 18, 2023 | Sep. 18, 2023 |
Intangible assets cost | $ 1,404,486 | $ 1,404,486 |
Amortization | ||
Intangible assets net | $ 1,404,486 | $ 1,404,486 |
Trademarks and Trade Names [Member] | ||
Indefinite-Lived Intangible Assets [Line Items] | ||
Date acquired | Sep. 18, 2023 | Sep. 18, 2023 |
Intangible assets cost | $ 150,000 | $ 150,000 |
Amortization | (6,527) | (2,361) |
Intangible assets net | $ 143,473 | $ 147,639 |
Useful life | 18 years | 18 years |
Customer Relationships [Member] | ||
Indefinite-Lived Intangible Assets [Line Items] | ||
Date acquired | Sep. 18, 2023 | Sep. 18, 2023 |
Intangible assets cost | $ 700,000 | $ 700,000 |
Amortization | (39,167) | (14,167) |
Intangible assets net | $ 660,833 | $ 685,833 |
Useful life | 14 years | 14 years |
SCHEDULE OF SEGMENT INFORMATION
SCHEDULE OF SEGMENT INFORMATION (Details) - USD ($) | 3 Months Ended | 6 Months Ended | 12 Months Ended | |||||||
Jun. 30, 2024 | Jun. 30, 2023 | Jun. 30, 2024 | Jun. 30, 2023 | Dec. 31, 2023 | Dec. 31, 2022 | |||||
Product Information [Line Items] | ||||||||||
Net Revenue | $ 2,397,652 | $ 19,738 | $ 4,804,043 | $ 20,659 | $ 2,532,499 | $ 4,803 | ||||
Total operating loss | (2,087,798) | (1,778,350) | (4,033,028) | (3,336,320) | (7,973,228) | (4,011,058) | ||||
Non-operating income (expense), net | (17,062) | 42,764 | (29,975) | 79,763 | 57,210 | (4,140,596) | ||||
Net loss before income taxes | (2,104,860) | (1,735,586) | (4,063,003) | (3,256,557) | (7,916,018) | (8,151,654) | ||||
Income tax expense | (5,419) | (4,587) | (9,091) | (16,406) | (20,993) | (2,459) | ||||
Net Loss | (2,110,279) | (1,740,173) | (4,072,094) | (3,272,963) | (7,937,011) | (8,154,113) | ||||
Diagnostic R&D [Member] | ||||||||||
Product Information [Line Items] | ||||||||||
Net Revenue | 4,038 | 6,923 | 19,442 | |||||||
Total operating loss | (453,895) | (370,384) | (896,494) | (759,629) | (1,724,597) | (1,524,170) | ||||
Laboratory Services [Member] | ||||||||||
Product Information [Line Items] | ||||||||||
Net Revenue | 2,393,614 | [1] | 19,738 | [1] | 4,797,120 | [1] | 20,659 | [1] | 2,513,057 | 4,803 |
Total operating loss | (2,535,285) | (1,235) | (5,272,284) | (1,322) | (3,769,783) | (95,041) | ||||
General Corporate Activities [Member] | ||||||||||
Product Information [Line Items] | ||||||||||
Total operating loss | $ (1,496,270) | $ (1,426,469) | $ (2,668,293) | $ (2,596,028) | $ (5,011,347) | $ (2,396,650) | ||||
[1]The majority of the increase versus the prior year is from the acquisition of Precision Pathology Laboratories Services, LLC on September 18, 2023. |
SUMMARY OF SIGNIFICANT ACCOUN_4
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Details Narrative) - USD ($) | 3 Months Ended | 6 Months Ended | 12 Months Ended | |||||
Oct. 14, 2023 | Sep. 18, 2023 | Jun. 30, 2024 | Jun. 30, 2023 | Jun. 30, 2024 | Jun. 30, 2023 | Dec. 31, 2023 | Dec. 31, 2022 | |
Product Information [Line Items] | ||||||||
Goodwill | $ 1,404,486 | $ 1,404,486 | $ 1,404,486 | |||||
Revenues | $ 3,631,208 | 7,900,000 | 6,900,000 | |||||
Net loss | $ (3,765,983) | $ 8,600,000 | $ 8,600,000 | |||||
Loss per share | $ 0.44 | $ 0.99 | $ 1.91 | |||||
Federal insured limit | 250,000 | 250,000 | $ 250,000 | |||||
Advertising expense | 119,205 | $ 21,692 | 131,125 | $ 27,741 | 89,000 | $ 39,000 | ||
Amortization of intangible assets | 14,538 | 0 | 29,167 | 0 | 16,528 | 0 | ||
Research and development expenses | $ 402,433 | $ 335,125 | $ 796,072 | $ 704,741 | $ 1,467,936 | 1,378,624 | ||
Health Care, Patient Service [Member] | ||||||||
Product Information [Line Items] | ||||||||
Percentage of net revuenues | 85% | |||||||
Previously Reported [Member] | ||||||||
Product Information [Line Items] | ||||||||
Goodwill | $ 1,149,000 | |||||||
Net working capital | 1,167,000 | |||||||
Acquisition costs | $ 811,000 | |||||||
Revision of Prior Period, Adjustment [Member] | Selling, General and Administrative Expenses [Member] | ||||||||
Product Information [Line Items] | ||||||||
Reclassified patent expenses and annuity costs | $ 236,000 | |||||||
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 AND OTHER (Details) - USD ($) | Jun. 30, 2024 | Dec. 31, 2023 | Dec. 31, 2022 |
Credit Loss [Abstract] | |||
Patient service fees | $ 1,279,413 | $ 657,717 | |
Histology service fees | 193,810 | 121,301 | |
Medical director fees | 3,040 | 3,103 | |
Other receivables | 119,363 | 29,553 | 10,489 |
Total accounts and other receivables, net | $ 1,595,626 | $ 811,674 | $ 10,489 |
SCHEDULE OF PREPAID EXPENSES AN
SCHEDULE OF PREPAID EXPENSES AND OTHER CURRENT ASSETS (Details) - USD ($) | Jun. 30, 2024 | Dec. 31, 2023 | Dec. 31, 2022 |
Prepaid Expenses And Other Current Assets | |||
Prepaid insurance | $ 77,427 | $ 171,855 | $ 340,078 |
Legal and professional | 50,304 | 24,476 | 72,048 |
Other | 125,995 | 124,686 | 119,773 |
Total prepaid expenses and other current assets | $ 253,726 | $ 321,017 | $ 531,899 |
SCHEDULE OF PROPERTY AND EQUI_2
SCHEDULE OF PROPERTY AND EQUIPMENT (Details) - USD ($) | Jun. 30, 2024 | Dec. 31, 2023 | Dec. 31, 2022 |
Property, Plant and Equipment [Line Items] | |||
Property and equipment, gross | $ 902,224 | $ 831,756 | $ 483,618 |
Less: accumulated depreciation and amortization | (452,974) | (373,123) | (269,180) |
Total property and equipment, net | 449,250 | 458,633 | 214,438 |
Lab Equipment [Member] | |||
Property, Plant and Equipment [Line Items] | |||
Property and equipment, gross | 662,747 | 647,214 | 462,155 |
Computer and Software [Member] | |||
Property, Plant and Equipment [Line Items] | |||
Property and equipment, gross | 81,433 | 68,682 | 21,463 |
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 | $ 148,103 | $ 105,919 |
PROPERTY AND EQUIPMENT, NET (De
PROPERTY AND EQUIPMENT, NET (Details Narrative) - USD ($) | 3 Months Ended | 6 Months Ended | 12 Months Ended | |||
Jun. 30, 2024 | Jun. 30, 2023 | Jun. 30, 2024 | Jun. 30, 2023 | Dec. 31, 2023 | Dec. 31, 2022 | |
Property, Plant and Equipment [Abstract] | ||||||
Depreciation | $ 40,243 | $ 21,000 | $ 79,054 | $ 41,000 | $ 233,064 | $ 10,182 |
SCHEDULE OF ACCRUED EXPENSES (D
SCHEDULE OF ACCRUED EXPENSES (Details) - USD ($) | Jun. 30, 2024 | Dec. 31, 2023 | Dec. 31, 2022 |
Payables and Accruals [Abstract] | |||
Compensation | $ 749,709 | $ 857,037 | $ 340,680 |
Legal and professional | 162,318 | 257,926 | 144,440 |
Clinical | 55,315 | 15,350 | 50,922 |
Other | 1,751 | 19,498 | 5,852 |
Total accrued expenses | $ 969,093 | $ 1,149,811 | $ 541,894 |
UNEARNED REVENUE (Details Narra
UNEARNED REVENUE (Details Narrative) - USD ($) | Jun. 30, 2024 | Dec. 31, 2023 | Dec. 31, 2022 |
Revenue Recognition and Deferred Revenue [Abstract] | |||
Deferred revenue | $ 26,135 | $ 33,058 | $ 0 |
SCHEDULE OF COMPONENTS OF LEASE
SCHEDULE OF COMPONENTS OF LEASE EXPENSE (Details) - USD ($) | 3 Months Ended | 6 Months Ended | 12 Months Ended | |||
Jun. 30, 2024 | Jun. 30, 2023 | Jun. 30, 2024 | Jun. 30, 2023 | Dec. 31, 2023 | Dec. 31, 2022 | |
Leases | ||||||
Amortization of right-of-use assets - finance lease | $ 96,243 | $ 192,486 | $ 128,324 | |||
Interest on lease liabilities - finance lease | 22,235 | 45,785 | 33,838 | |||
Operating lease cost | 29,916 | 59,831 | 39,887 | |||
Total lease cost | 148,394 | 298,102 | 202,049 | |||
Operating cash flows from finance leases | (88,665) | (179,105) | $ (93,238) | |||
Operating cash flows from operating leases | $ (516) | $ (1,032) |
SCHEDULE OF BALANCE SHEET INFOR
SCHEDULE OF BALANCE SHEET INFORMATION RELATING TO LEASES (Details) - USD ($) | Jun. 30, 2024 | Dec. 31, 2023 | Dec. 31, 2022 |
Leases | |||
Operating lease right-of-use, assets | $ 324,942 | $ 370,312 | |
Operating lease liability, current | 98,593 | 94,708 | |
Operating lease liability, non-current | 232,714 | 283,001 | |
Financing lease right-of-use assets, gross | 1,294,168 | 1,294,168 | |
Accumulated amortization | (320,810) | (128,324) | |
Finance lease right-of-use assets, net | 973,358 | 1,165,844 | |
Financing lease liability, current | 380,259 | 365,463 | |
Financing lease liability, non-current | 641,566 | 835,467 | |
Financing lease liability, long-term | $ 1,021,825 | $ 1,200,930 | |
Weighted average remaining operating lease, term | 3 years 29 days | 3 years 6 months 29 days | |
Weighted average remaining finance lease, term | 2 years 9 months 25 days | 3 years 3 months | |
Operating leases | 8.07% | 8.07% | |
Finance leases | 8.02% | 8.01% | |
Total operating lease liabilities | $ 331,307 | $ 377,709 |
SCHEDULE OF FUTURE MINIMUM LEAS
SCHEDULE OF FUTURE MINIMUM LEASE PAYMENT UNDER NON-CANCELLABLE (Details) - USD ($) | Jun. 30, 2024 | Dec. 31, 2023 | Dec. 31, 2022 |
Leases | |||
Operating lease, Remainder | $ 60,863 | ||
Finance lease, Reminder | 224,252 | ||
Operating lease, Year 1 | 121,726 | $ 121,726 | |
Finance lease, Year 1 | 448,505 | 448,505 | |
Operating lease, Year 2 | 121,726 | 121,726 | |
Finance lease, Year 2 | 270,395 | 448,505 | |
Operating lease, Year 3 | 121,726 | ||
Finance lease, Year 3 | 270,395 | ||
Operating lease, Year 3 and thereafter | 71,007 | ||
Finance lease, Year 3 and thereafter | 202,970 | ||
Operating lease, Year 4 and thereafter | 71,007 | ||
Finance lease, Year 4 and thereafter | 202,970 | ||
Operating lease, Total undiscounted cash flows | 375,322 | 436,185 | |
Finance lease, Total undiscounted cash flows | 1,146,122 | 1,370,375 | |
Operating lease, Less discounting | (44,015) | (58,476) | |
Finance lease, Less discounting | (124,297) | (169,445) | |
Operating lease, Present value of lease liabilities | 331,307 | 377,709 | |
Finance lease, Present value of lease liabilities | $ 1,021,825 | $ 1,200,930 |
LEASES (Details Narrative)
LEASES (Details Narrative) | Jun. 30, 2024 | Dec. 31, 2023 |
Operating lease, remaining lease term | 3 years 29 days | 3 years 6 months 29 days |
Minimum [Member] | ||
Finance lease, remaining lease term | 1 year 9 months | 2 years 3 months |
Imputed interest, rate | 8.02% | 7.97% |
Maximum [Member] | ||
Finance lease, remaining lease term | 3 years 6 months | 4 years |
Imputed interest, rate | 8.07% | 8.13% |
NOTES PAYABLE (Details Narrativ
NOTES PAYABLE (Details Narrative) - USD ($) | 6 Months Ended | 12 Months Ended | |
Mar. 18, 2024 | Jun. 30, 2024 | Dec. 31, 2023 | |
Collaborative Arrangement and Arrangement Other than Collaborative [Line Items] | |||
Proceeds from loans payable | $ 26,872 | $ 0 | |
Notes payable, current portion | $ 4,106 | ||
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 | 6 Months Ended | 12 Months Ended | |||
Jun. 30, 2024 | Jun. 30, 2023 | Jun. 30, 2024 | Jun. 30, 2023 | Dec. 31, 2023 | Dec. 31, 2022 | |
Commitments and Contingencies Disclosure [Abstract] | ||||||
Rent expense | $ 31,000 | $ 26,000 | $ 60,000 | $ 53,000 | $ 112,124 | $ 65,043 |
COMMON STOCK (Details Narrative
COMMON STOCK (Details Narrative) - $ / shares | 6 Months Ended | 12 Months Ended | ||||
Jun. 30, 2024 | Dec. 31, 2023 | Dec. 31, 2022 | Jun. 04, 2024 | Jun. 03, 2024 | Jun. 06, 2023 | |
Accumulated Other Comprehensive Income (Loss) [Line Items] | ||||||
Common stock, shares authorized | 100,000,000 | 100,000,000 | 14,285,714 | 100,000,000 | 25,000,000 | |
Common stock par value | $ 0.007 | $ 0.007 | $ 0.007 | |||
Common stock, shares issued including unvested restricted stock | 9,505,255 | |||||
Common stock, shares issued | 11,487,046 | 9,394,610 | 8,381,324 | |||
Minimum [Member] | ||||||
Accumulated Other Comprehensive Income (Loss) [Line Items] | ||||||
Common stock, shares authorized | 14,285,715 | |||||
Maximum [Member] | ||||||
Accumulated Other Comprehensive Income (Loss) [Line Items] | ||||||
Common stock, shares authorized | 25,000,000 | |||||
Restricted Stock Units Unvested [Member] | ||||||
Accumulated Other Comprehensive Income (Loss) [Line Items] | ||||||
Share-Based Compensation Arrangement by Share-Based Payment Award, Options, Nonvested, Number of Shares | 265,132 | |||||
Common stock, shares issued | 110,645 | |||||
Common Stock [Member] | ||||||
Accumulated Other Comprehensive Income (Loss) [Line Items] | ||||||
Stock Issued During Period, Shares, New Issues | 11,752,178 | 9,505,255 | 1,282,600 | |||
Common Stock [Member] | Restricted Stock Units Unvested [Member] | ||||||
Accumulated Other Comprehensive Income (Loss) [Line Items] | ||||||
Share-Based Compensation Arrangement by Share-Based Payment Award, Options, Nonvested, Number of Shares | 110,645 |
SUMMARY OF STOCK-BASED COMPENSA
SUMMARY OF STOCK-BASED COMPENSATION EXPENSE RECOGNIZED FOR STOCK OPTION AWARDS (Details) - USD ($) | 3 Months Ended | 6 Months Ended | 12 Months Ended | |||
Jun. 30, 2024 | Jun. 30, 2023 | Jun. 30, 2024 | Jun. 30, 2023 | Dec. 31, 2023 | Dec. 31, 2022 | |
Share-Based Payment Arrangement, Expensed and Capitalized, Amount [Line Items] | ||||||
Total stock-based compensation expense | $ 287,294 | $ 170,254 | $ 569,907 | $ 327,868 | $ 748,823 | $ 248,592 |
Research and Development Expense [Member] | ||||||
Share-Based Payment Arrangement, Expensed and Capitalized, Amount [Line Items] | ||||||
Total stock-based compensation expense | 35,345 | 10,620 | 57,227 | 21,889 | 37,131 | 7,832 |
Selling, General and Administrative Expenses [Member] | ||||||
Share-Based Payment Arrangement, Expensed and Capitalized, Amount [Line Items] | ||||||
Total stock-based compensation expense | $ 251,949 | $ 159,634 | $ 512,680 | $ 305,979 | $ 711,692 | $ 240,760 |
SUMMARY OF OPTION ACTIVITY (Det
SUMMARY OF OPTION ACTIVITY (Details) - USD ($) | 6 Months Ended | 12 Months Ended | |
Jun. 30, 2024 | Dec. 31, 2023 | Dec. 31, 2022 | |
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items] | |||
Options Granted | 7,142 | ||
2014 and 2024 Equity Incentive Plan [Member] | |||
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items] | |||
Options Outstanding, beginning balance | 683,695 | ||
Weighted-Average Exercise Price Outstanding, beginning balance | $ 3.99 | ||
Weighted- Average Remaining Contractual Term, Outstanding | 5 years 29 days | 2 years 10 months 24 days | |
Aggregate Intrinsic Value Outstanding, beginning balance | $ 158,332 | ||
Options Granted | |||
Weighted-Average Exercise Price, Granted | |||
Number of Options, Exercised | (208,031) | ||
Weighted-Average Exercise Price, Exercised | $ 1.16 | ||
Options, Forfeited | (137,854) | ||
Weighted-Average Exercise Price,Forfeited | $ 1.16 | ||
Options Outstanding, ending balance | 337,810 | 683,695 | |
Weighted-Average Exercise Price Outstanding, ending balance | $ 6.88 | $ 3.99 | |
Aggregate Intrinsic Value Outstanding, ending balance | $ 158,332 | ||
Options, Vested and exercisable | 337,612 | ||
Weighted-Average Exercise Price, Vested and exercisable | $ 6.88 | ||
Weighted- Average Remaining Contractual Term, Vested and exercisable | 5 years 29 days | ||
Aggregate Intrinsic Value Outstanding, Vested and exercisable, Ending | |||
Options Exercised | 208,031 | ||
Equity Incentive Plan [Member] | |||
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items] | |||
Options Outstanding, beginning balance | 683,695 | 806,392 | |
Weighted-Average Exercise Price Outstanding, beginning balance | $ 3.99 | $ 4.33 | |
Weighted- Average Remaining Contractual Term, Outstanding | 2 years 10 months 24 days | 4 years | |
Aggregate Intrinsic Value Outstanding, beginning balance | $ 158,332 | $ 164,255 | |
Options Granted | 0 | ||
Weighted-Average Exercise Price, Granted | |||
Number of Options, Exercised | (208,031) | 0 | |
Weighted-Average Exercise Price, Exercised | $ 1.155 | ||
Options, Forfeited | (137,854) | (122,697) | |
Weighted-Average Exercise Price,Forfeited | $ 5.86 | ||
Options Outstanding, ending balance | 683,695 | 806,392 | |
Weighted-Average Exercise Price Outstanding, ending balance | $ 3.99 | $ 4.33 | |
Aggregate Intrinsic Value Outstanding, ending balance | $ 158,332 | $ 164,255 | |
Options, Vested and exercisable | 682,306 | ||
Weighted-Average Exercise Price, Vested and exercisable | $ 3.98 | ||
Weighted- Average Remaining Contractual Term, Vested and exercisable | 2 years 10 months 24 days | ||
Options Exercised | 208,031 | 0 | |
Aggregate Intrinsic Value, Vested and exercisable | $ 158,010 |
SUMMARY OF RESTRICTED STOCK AWA
SUMMARY OF RESTRICTED STOCK AWARD (Details) - $ / shares | 6 Months Ended | 12 Months Ended | |
Jun. 30, 2024 | Dec. 31, 2023 | Dec. 31, 2022 | |
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items] | |||
Unvested number of RSA, Granted | 7,142 | ||
2014 and 2024 Equity Incentive Plan [Member] | |||
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items] | |||
Unvested number of RSA, Granted | |||
Equity Incentive Plan [Member] | |||
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items] | |||
Unvested number of RSA, Granted | 0 | ||
Restricted Stock [Member] | 2014 and 2024 Equity Incentive Plan [Member] | |||
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items] | |||
Restricted stock awards, Beginning Balance | 540,967 | ||
Weighted-average grant price, Beginning Balance | $ 2.24 | ||
FMV on grant date, Beginning Balance | 1,209,391 | ||
Vested number of RSA, Beginning Balance | 447,905 | ||
Unvested number of RSA, Beginning Balance | 93,062 | ||
Restricted stock awards, Granted | 419,756 | ||
Weighted-average grant price, Granted | $ 1.66 | ||
FMV on grant date, Granted | 698,655 | ||
Vested number of RSA, Granted | 266,774 | ||
Unvested number of RSA, Granted | 152,982 | ||
Restricted stock awards, Forfeited | |||
Weighted-average grant price, Forfeited | |||
FMV on grant date, Forfeited | |||
Vested number of RSA, Forfeited | |||
Unvested number of RSA, Forfeited | |||
Restricted stock awards, Ending Balance | 960,723 | 540,967 | |
Weighted-average grant price, Ending Balance | $ 1.99 | $ 2.24 | |
FMV on grant date, Ending Balance | 1,908,046 | 1,209,391 | |
Vested number of RSA, Ending Balance | 714,679 | 447,905 | |
Unvested number of RSA, Ending Balance | 246,044 | 93,062 | |
Restricted Stock [Member] | Equity Incentive Plan [Member] | |||
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items] | |||
Restricted stock awards, Beginning Balance | 540,969 | 114,920 | |
Weighted-average grant price, Beginning Balance | $ 2.24 | $ 3.56 | |
FMV on grant date, Beginning Balance | 1,209,400 | 409,437 | |
Vested number of RSA, Beginning Balance | 430,325 | 96,041 | |
Unvested number of RSA, Beginning Balance | 110,644 | 18,879 | |
Restricted stock awards, Granted | 431,028 | ||
Weighted-average grant price, Granted | $ 1.89 | ||
FMV on grant date, Granted | 813,717 | ||
Vested number of RSA, Granted | 339,263 | ||
Unvested number of RSA, Granted | 91,765 | ||
Restricted stock awards, Forfeited | (4,979) | ||
Weighted-average grant price, Forfeited | $ 2.76 | ||
FMV on grant date, Forfeited | (13,754) | ||
Vested number of RSA, Forfeited | (4,979) | ||
Unvested number of RSA, Forfeited | |||
Restricted stock awards, Ending Balance | 540,969 | 114,920 | |
Weighted-average grant price, Ending Balance | $ 2.24 | $ 3.56 | |
FMV on grant date, Ending Balance | 1,209,400 | 409,437 | |
Vested number of RSA, Ending Balance | 430,325 | 96,041 | |
Unvested number of RSA, Ending Balance | 110,644 | 18,879 |
STOCK-BASED COMPENSATION (Detai
STOCK-BASED COMPENSATION (Details Narrative) - USD ($) | 3 Months Ended | 6 Months Ended | 12 Months Ended | |||
Jun. 30, 2024 | Jun. 30, 2024 | Jun. 30, 2023 | Dec. 31, 2023 | Dec. 31, 2022 | Jun. 06, 2023 | |
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items] | ||||||
Unrecognized compensation | $ 0 | $ 0 | $ 322 | |||
Grant date fair value of options granted | 7,142 | |||||
Weighted-average grant date fair value of options granted | $ 2.84 | |||||
Options exercised, value | $ 74,899 | $ 74,900 | ||||
Common Stock [Member] | ||||||
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items] | ||||||
Options exercised, shares | 143,183 | 208,031 | 64,848 | |||
Options exercised, value | $ 75,000 | |||||
Restricted Stock Units (RSUs) [Member] | ||||||
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items] | ||||||
Numbet of vested options | 6,846 | 59,051 | 29,728 | |||
Vested number of RSA, Granted | 266,774 | 339,263 | ||||
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 | 419,756 | 431,028 | ||||
Stock options, vested period | 3 years | 3 years | ||||
Restricted Stock Units (RSUs) [Member] | Employees And Nonemployees [Member] | ||||||
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items] | ||||||
Grant date fair value of options granted | 77,195 | |||||
Stock options, vested period | 1 year | |||||
Equity Incentive Plan [Member] | ||||||
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items] | ||||||
Grant option, outstanding | 2,000,000 | 2,000,000 | 2,000,000 | |||
Number of shares authorized | 2,000,000 | 2,000,000 | 2,000,000 | 1,142,857 | ||
Options exercised, shares | 208,031 | 0 | ||||
Exercise price | $ 1.155 | |||||
Cashless exercise, shares | 143,183 | |||||
Options exercised, value | 137,854 | 122,697 | ||||
Grant date fair value of options granted | 0 |
SUMMARY OF AGGREGATE FAIR VALUE
SUMMARY OF AGGREGATE FAIR VALUES FOR THE WARRANT DERIVATIVE LIABILITY (Details) | Mar. 08, 2024 |
Measurement Input, Exercise Price [Member] | |
Fair Value Measurement Inputs and Valuation Techniques [Line Items] | |
Warrants and rights outstanding, measurement input | 1.64 |
Measurement Input, Share Price [Member] | |
Fair Value Measurement Inputs and Valuation Techniques [Line Items] | |
Warrants and rights outstanding, measurement input | 1.56 |
Measurement Input, Price Volatility [Member] | |
Fair Value Measurement Inputs and Valuation Techniques [Line Items] | |
Warrants and rights outstanding, measurement input | 132 |
Measurement Input, Expected Term [Member] | |
Fair Value Measurement Inputs and Valuation Techniques [Line Items] | |
Warrants and rights outstanding, measurement input | 5 |
Measurement Input, Risk Free Interest Rate [Member] | |
Fair Value Measurement Inputs and Valuation Techniques [Line Items] | |
Warrants and rights outstanding, measurement input | 4.06 |
Measurement Input, Expected Dividend Rate [Member] | |
Fair Value Measurement Inputs and Valuation Techniques [Line Items] | |
Warrants and rights outstanding, measurement input | 0 |
SCHEDULE OF CLASS OF WARRANT (D
SCHEDULE OF CLASS OF WARRANT (Details) - $ / shares | Jun. 30, 2024 | Dec. 31, 2023 | Dec. 31, 2022 |
Class of Warrant or Right [Line Items] | |||
Number of warrants issued | 9,875,202 | ||
Weighted-average exercise price | $ 3.53 | ||
Number of warrants exercised | (1,036,534) | ||
Number of warrants outstanding | 8,838,669 | 4,649,952 | 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 | (310,958) | ||
Number of warrants outstanding | 2,704,506 | ||
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 | 6 Months Ended | 12 Months Ended | |||
Mar. 08, 2024 | Jun. 30, 2024 | Dec. 31, 2023 | Dec. 31, 2022 | Sep. 17, 2023 | |
Warrant outstanding | 8,838,717 | 4,649,952 | |||
Weighted average exercise price | $ 3.53 | ||||
Warrant outstanding | 8,838,669 | 4,649,952 | 4,649,952 | ||
Securities Purchase Agreement [Member] | |||||
Weighted average exercise price | $ 1.64 | ||||
Number of shares issued | 1,600,000 | ||||
Warrants to purchase common stock | 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] | |||||
Weighted average exercise price | $ 1.64 | ||||
Warrants to purchase common stock | 32,000 | ||||
Warrant [Member] | |||||
Weighted average exercise price | $ 3.53 | $ 3.53 | $ 5.03 | ||
Exercise of warrants | 48 | 0 | 1,036,486 | ||
Tradeable Warrant [Member] | |||||
Warrants to purchase common stock | 1,601,259 | 73,568 | |||
Non-Tradeable Warrant [Member] | |||||
Warrants to purchase common stock | 2,704,506 | 73,568 | |||
Pre Ipo Warrant [Member] | |||||
Warrants to purchase common stock | 1,109,475 |
SCHEDULE OF FAIR VALUE ASSUMPTI
SCHEDULE OF FAIR VALUE ASSUMPTIONS (Details) | 12 Months Ended |
Dec. 31, 2022 $ / shares | |
Subsequent Events [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% |
SUBSEQUENT EVENTS (Details Narr
SUBSEQUENT EVENTS (Details Narrative) - USD ($) | Aug. 05, 2024 | Aug. 02, 2024 | Mar. 08, 2024 | Jun. 30, 2024 | Dec. 31, 2023 | Sep. 17, 2023 | Dec. 31, 2022 |
Subsequent Event [Line Items] | |||||||
Class of Warrant or Right, Outstanding | 8,838,669 | 4,649,952 | 4,649,952 | ||||
Exercise price | $ 3.53 | ||||||
Warrants to purchase common stock | 8,838,717 | 4,649,952 | |||||
Securities Purchase Agreement [Member] | |||||||
Subsequent Event [Line Items] | |||||||
Number of shares 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 | $ 1.64 | ||||||
Exercise price, reduced | $ 3.0625 | ||||||
Warrants issued | 1,600,000 | ||||||
Tradeable Warrant [Member] | |||||||
Subsequent Event [Line Items] | |||||||
Warrants issued | 1,601,259 | 73,568 | |||||
Non-Tradeable Warrant [Member] | |||||||
Subsequent Event [Line Items] | |||||||
Warrants issued | 2,704,506 | 73,568 | |||||
Subsequent Event [Member] | Securities Purchase Agreement [Member] | |||||||
Subsequent Event [Line Items] | |||||||
Number of shares 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 initial public offering) (subject to adjustment for reverse and forward stock splits, recapitalizations and similar transactions). | ||||||
Exercise price | $ 1.64 | ||||||
Exercise price, reduced | $ 3.0625 | ||||||
Gross proceeds from issuance or sale of equity | $ 2,050,000 | ||||||
Warrants issued | 1,600,000 | ||||||
Subsequent Event [Member] | Securities Purchase Agreement [Member] | Institutional Investor [Member] | |||||||
Subsequent Event [Line Items] | |||||||
Gross proceeds from issuance or sale of equity | $ 450,000 | ||||||
Subsequent Event [Member] | Securities Purchase Agreement [Member] | Institutional Investor [Member] | Registered Direct Offering [Member] | |||||||
Subsequent Event [Line Items] | |||||||
Number of shares issued | 360,000 | ||||||
Subsequent Event [Member] | Securities Purchase Agreement [Member] | Institutional Investor [Member] | Private Placement Warrants [Member] | |||||||
Subsequent Event [Line Items] | |||||||
Exercise price | $ 1.50 | ||||||
Warrants to purchase common stock | 450,000 | ||||||
Subsequent Event [Member] | Existing Warrant [Member] | |||||||
Subsequent Event [Line Items] | |||||||
Cash | $ 1,302,083 | ||||||
Warrants description | equal to 125% of the shares of Common Stock issued in connection with the exercise of the Existing Warrants | ||||||
Exercise price | $ 1.64 | ||||||
Exercise price, reduced | $ 1.25 | ||||||
Subsequent Event [Member] | New Warrant [Member] | |||||||
Subsequent Event [Line Items] | |||||||
Number of shares issued | 1,302,082 | ||||||
Exercise price | $ 1.50 | ||||||
Warrants expire | 5 years | ||||||
Subsequent Event [Member] | Tradeable Warrant [Member] | |||||||
Subsequent Event [Line Items] | |||||||
Warrants issued | 1,601,258 | ||||||
Subsequent Event [Member] | Non-Tradeable Warrant [Member] | |||||||
Subsequent Event [Line Items] | |||||||
Warrants issued | 2,704,554 | ||||||
Subsequent Event [Member] | Three Existing Accredited Investors [Member] | Existing Warrant [Member] | |||||||
Subsequent Event [Line Items] | |||||||
Class of Warrant or Right, Outstanding | 1,041,667 |
SCHEDULE OF DEFERRED TAX ASSETS
SCHEDULE OF DEFERRED TAX ASSETS AND LIABILITIES (Details) - USD ($) | Dec. 31, 2023 | Dec. 31, 2022 |
Income Tax Disclosure [Abstract] | ||
Net operating loss carryover | $ 6,479,696 | $ 3,871,192 |
Stock compensation | 325,320 | 477,055 |
Capitalized R&E costs | 525,463 | 260,560 |
Other | 204,013 | 5,708 |
Operating lease liabilities | 79,319 | |
Tax credits | 582,206 | 443,867 |
Total deferred tax assets | 8,196,018 | 5,058,382 |
Right-of-use asset tax liability | (77,766) | |
Depreciation and amortization | (59,248) | (7,337) |
Total deferred tax liability | (137,014) | (7,337) |
Less: valuation allowance | (8,059,004) | (5,051,045) |
Total property and equipment, net | $ 0 | $ 0 |
SCHEDULE OF RECONCILIATION OF S
SCHEDULE OF RECONCILIATION OF STATUTORY FEDERAL INCOME TAX RATE (Details) | 12 Months Ended | |
Dec. 31, 2023 | Dec. 31, 2022 | |
Income Tax Disclosure [Abstract] | ||
Tax at federal statutory rate | (21.00%) | (21.00%) |
Permanent differences | 0.03% | 10.40% |
Research and development credits | 0.83% | 2.20% |
Deferred balance true-up | 16.07% | 0% |
Change in valuation allowance | (37.87%) | 10.10% |
Effective income tax rate | 0% | 0% |
SCHEDULE OF UNRECOGNIZED TAX BE
SCHEDULE OF UNRECOGNIZED TAX BENEFITS (Details) - USD ($) | 12 Months Ended | |
Dec. 31, 2023 | Dec. 31, 2022 | |
Income Tax Disclosure [Abstract] | ||
Beginning balance | $ 190,229 | $ 49,646 |
Additions based on tax positions related to the prior year | 30,897 | 110,681 |
Additions based on tax positions related to the current year | 28,391 | 29,902 |
Ending balance | $ 249,517 | $ 190,229 |
INCOME TAXES (Details Narrative
INCOME TAXES (Details Narrative) - USD ($) | 12 Months Ended | ||
Dec. 31, 2023 | Dec. 31, 2022 | Dec. 31, 2021 | |
Tax Credit Carryforward [Line Items] | |||
Net operating loss carryforwards | $ 30,000,000 | ||
Valuation allowance percentage | 100% | ||
Increased in valuation allowance | $ 3,000,000 | $ 800,000 | |
Unrecognized tax benefits | 249,517 | $ 190,229 | $ 49,646 |
Expiring In Two Thousand Thirty Four [Member] | |||
Tax Credit Carryforward [Line Items] | |||
Net operating loss carryforwards | 670,000 | ||
Indefinitely [Member] | |||
Tax Credit Carryforward [Line Items] | |||
Net operating loss carryforwards | $ 24,000,000 |