Cover Page
Cover Page - USD ($) | 12 Months Ended | ||
Dec. 31, 2023 | Mar. 19, 2024 | Jun. 30, 2023 | |
Entity Information [Line Items] | |||
Document Type | 10-K | ||
Document Annual Report | true | ||
Document Period End Date | Dec. 31, 2023 | ||
Current Fiscal Year End Date | --12-31 | ||
Document Transition Report | false | ||
Entity File Number | 001-41060 | ||
Entity Registrant Name | HEARTBEAM, INC. | ||
Entity Incorporation, State or Country Code | DE | ||
Entity Tax Identification Number | 47-4881450 | ||
Entity Address, Address Line One | 2118 Walsh Avenue | ||
Entity Address, Address Line Two | Suite 210 | ||
Entity Address, City or Town | Santa Clara | ||
Entity Address, State or Province | CA | ||
Entity Address, Postal Zip Code | 95050 | ||
City Area Code | 408 | ||
Local Phone Number | 899-4443 | ||
Entity Well-known Seasoned Issuer | No | ||
Entity Voluntary Filers | No | ||
Entity Current Reporting Status | Yes | ||
Entity Interactive Data Current | Yes | ||
Entity Filer Category | Non-accelerated Filer | ||
Entity Small Business | true | ||
Entity Emerging Growth Company | true | ||
Entity Ex Transition Period | true | ||
ICFR Auditor Attestation Flag | false | ||
Document Financial Statement Error Correction Flag | false | ||
Entity Shell Company | false | ||
Entity Public Float | $ 21,352,087 | ||
Entity Common Stock, Shares Outstanding | 26,329,032 | ||
Entity Central Index Key | 0001779372 | ||
Document Fiscal Year Focus | 2023 | ||
Document Fiscal Period Focus | FY | ||
Amendment Flag | false | ||
Documents Incorporated by Reference | None | ||
Common Stock | |||
Entity Information [Line Items] | |||
Title of 12(b) Security | Common Stock | ||
Trading Symbol | BEAT | ||
Security Exchange Name | NASDAQ | ||
Warrants | |||
Entity Information [Line Items] | |||
Title of 12(b) Security | Warrants | ||
Trading Symbol | BEATW | ||
Security Exchange Name | NASDAQ |
Audit Information
Audit Information | 12 Months Ended |
Dec. 31, 2023 | |
Audit Information [Abstract] | |
Auditor Firm ID | 688 |
Auditor Name | Marcum LLP |
Auditor Location | East Hanover, New Jersey |
Balance Sheets
Balance Sheets - USD ($) $ in Thousands | Dec. 31, 2023 | Dec. 31, 2022 |
Current Assets: | ||
Cash and cash equivalents | $ 16,189 | $ 3,594 |
Prepaid expenses and other current assets | 636 | 445 |
Total Current Assets | 16,825 | 4,039 |
Property and equipment, net | 256 | 0 |
Other assets | 50 | 0 |
Total Assets | 17,131 | 4,039 |
Current Liabilities: | ||
Accounts payable and accrued expenses (includes related party $2 and $2, respectively) | 1,194 | 1,665 |
Total Liabilities | 1,194 | 1,665 |
Commitments (Note 7) | ||
Stockholders’ Equity | ||
Preferred Stock - $0.0001 par value; 10,000,000 shares authorized; 0 shares outstanding at December 31, 2023 and 2022 | 0 | 0 |
Common stock - $0.0001 par value; 100,000,000 shares authorized; 26,329,032 and 8,009,743 shares issued and outstanding at December 31, 2023 and 2022 | 3 | 1 |
Additional paid in capital | 52,759 | 24,559 |
Accumulated deficit | (36,825) | (22,186) |
Total Stockholders’ Equity | 15,937 | 2,374 |
Total Liabilities and Stockholders’ Equity | $ 17,131 | $ 4,039 |
Balance Sheets (Parenthetical)
Balance Sheets (Parenthetical) - USD ($) $ in Thousands | Dec. 31, 2023 | Dec. 31, 2022 |
Current Liabilities: | ||
Due to related party | $ 1,194 | $ 1,665 |
Stockholders’ Equity | ||
Preferred stock, par value (in dollars per share) | $ 0.0001 | $ 0.0001 |
Preferred stock, shares authorized (in shares) | 10,000,000 | 10,000,000 |
Preferred stock, shares outstanding (in shares) | 0 | 0 |
Common stock, par value (in dollars per share) | $ 0.0001 | $ 0.0001 |
Common stock, shares authorized (in shares) | 100,000,000 | 100,000,000 |
Common stock, shares issued (in shares) | 26,329,032 | 8,009,743 |
Common stock, shares outstanding (in shares) | 26,329,032 | 8,009,743 |
Related Party | ||
Current Liabilities: | ||
Due to related party | $ 2 | $ 2 |
Statements of Operations
Statements of Operations - USD ($) | 12 Months Ended | |
Dec. 31, 2023 | Dec. 31, 2022 | |
Operating Expenses: | ||
General and administrative | $ 8,516,000 | $ 7,354,000 |
Research and development | 6,798,000 | 5,677,000 |
Total operating expenses | 15,314,000 | 13,031,000 |
Loss from operations | (15,314,000) | (13,031,000) |
Other income | ||
Interest income | 675,000 | 66,000 |
Other income | 0 | 3,000 |
Total other income | 675,000 | 69,000 |
Loss before provision for income taxes | (14,639,000) | (12,962,000) |
Income tax provision | 0 | 0 |
Net Loss | $ (14,639,000) | $ (12,962,000) |
Net loss per share, basic (in dollars per share) | $ (0.72) | $ (1.59) |
Net loss per share, diluted (in dollars per share) | $ (0.72) | $ (1.59) |
Weighted average common shares outstanding, basic (in shares) | 20,333,280 | 8,168,516 |
Weighted average common shares outstanding, diluted (in shares) | 20,333,280 | 8,168,516 |
Statement of Changes in Stockho
Statement of Changes in Stockholders' Equity - USD ($) $ in Thousands | Total | Common Stock | Additional Paid-in Capital | Accumulated Deficit |
Beginning balance (in shares) at Dec. 31, 2021 | 7,809,912 | |||
Beginning balance at Dec. 31, 2021 | $ 13,410 | $ 1 | $ 22,633 | $ (9,224) |
Increase (Decrease) in Stockholders' Equity [Roll Forward] | ||||
Stock based compensation expense | $ 1,120 | 1,120 | ||
Stock issuance upon exercise of stock options (in shares) | 38,806 | 38,806 | ||
Stock issuance upon vesting and exercise of stock options | $ 2 | 2 | ||
Sale of Common Stock & warrants, net of fees and issuance costs (in shares) | 136,025 | |||
Sale of Common Stock & warrants, net of fees and issuance costs | 804 | 804 | ||
Stock issuance upon vesting of restricted stock units (in shares) | 25,000 | |||
Net loss | $ (12,962) | (12,962) | ||
Ending balance (in shares) at Dec. 31, 2022 | 8,009,743 | 8,009,743 | ||
Ending balance at Dec. 31, 2022 | $ 2,374 | $ 1 | 24,559 | (22,186) |
Increase (Decrease) in Stockholders' Equity [Roll Forward] | ||||
Stock based compensation expense | $ 3,208 | 3,208 | ||
Stock issuance upon exercise of stock options (in shares) | 180,072 | 180,072 | ||
Stock issuance upon vesting and exercise of stock options | $ 214 | 214 | ||
Sale of Common Stock & warrants, net of fees and issuance costs (in shares) | 17,872,955 | |||
Sale of Common Stock & warrants, net of fees and issuance costs | $ 24,764 | $ 2 | 24,762 | |
Stock issuance upon vesting of restricted stock units (in shares) | 258,970 | |||
Stock Issuance upon exercise of warrants(in shares) | 1,471 | 7,292 | ||
Stock Issuance upon exercise of warrants | $ 16 | 16 | ||
Net loss | $ (14,639) | (14,639) | ||
Ending balance (in shares) at Dec. 31, 2023 | 26,329,032 | 26,329,032 | ||
Ending balance at Dec. 31, 2023 | $ 15,937 | $ 3 | $ 52,759 | $ (36,825) |
Statements of Cash Flows
Statements of Cash Flows - USD ($) $ in Thousands | 12 Months Ended | |
Dec. 31, 2023 | Dec. 31, 2022 | |
Cash Flows From Operating Activities | ||
Net loss | $ (14,639) | $ (12,962) |
Adjustments to reconcile net loss to net cash used in operating activities | ||
Stock-based compensation expense | 3,208 | 1,120 |
Changes in operating assets and liabilities: | ||
Prepaid expenses and other current assets | (191) | 361 |
Accounts payable, accrued expenses and other current liabilities | (471) | 1,533 |
Net cash used in operating activities | (12,093) | (9,948) |
Cash Flows From Investing Activities | ||
Purchase of property and equipment | (256) | 0 |
Net cash used in investing activities | (256) | 0 |
Cash Flows From Financing Activities | ||
Proceeds from sale of equity, net of issuance costs | 24,764 | 348 |
Proceeds from exercise of stock options | 214 | 2 |
Proceeds from exercise of warrants | 16 | 0 |
Net cash provided by financing activities | 24,994 | 350 |
Net increase (decrease) in cash and restricted cash | 12,645 | (9,598) |
Cash, cash equivalents and restricted cash - beginning of the year | 3,594 | 13,192 |
Cash, cash equivalents and restricted cash - at end of the year | 16,239 | 3,594 |
Supplemental Disclosures of Cash Flow Information: | ||
Taxes paid | 0 | 0 |
Interest paid | 0 | 0 |
Supplemental Disclosures of Non-cash Flow Information: | ||
Issuance of common stock and warrants to settle accrued expenses | 0 | 456 |
Reconciliation of cash, cash equivalents and restricted cash: | ||
Cash and cash equivalents | 16,189 | 3,594 |
Restricted cash (included in other assets) | 50 | 0 |
Total cash, cash equivalents and restricted cash | $ 16,239 | $ 3,594 |
ORGANIZATION AND OPERATIONS
ORGANIZATION AND OPERATIONS | 12 Months Ended |
Dec. 31, 2023 | |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | |
ORGANIZATION AND OPERATIONS | ORGANIZATION AND OPERATIONS HeartBeam, Inc. (“HeartBeam” or the “Company”) is a medical technology company primarily focusing on developing and commercializing higher resolution ambulatory Electrocardiogram (“ECG”) solutions that enable the detection and monitoring of cardiac disease outside a healthcare facility setting. The Company’s ability to develop higher resolution ECG solutions is achieved through the development of the Company’s proprietary and patented Vector Electrocardiography (“VECG”) technology platform. HeartBeam’s VECG is capable of developing three-dimensional (3D) images of cardiac electrical activity by displaying the spatial locations of ECG waveforms that demonstrated in early studies to deliver equal or superior diagnostic capability than traditional hospital-based ECG systems. The Company has validated this novel technology and is seeking U.S. Food and Drug Administration (“FDA”) clearance of its initial telehealth products during 2024. The Company was incorporated in 2015 as a Delaware corporation. The Company’s operations are based in Santa Clara, California and operates as one segment . |
GOING CONCERN AND OTHER UNCERTA
GOING CONCERN AND OTHER UNCERTAINTIES | 12 Months Ended |
Dec. 31, 2023 | |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | |
GOING CONCERN AND OTHER UNCERTAINTIES | GOING CONCERN AND OTHER UNCERTAINTIES The Company is subject to a number of risks similar to those of early stage companies, including dependence on key individuals and products, the difficulties inherent in the development of a commercial market, the potential need to obtain additional capital, competition from larger companies, other technology companies and other technologies. The Company has incurred losses each year since inception and has experienced negative cash flows from operations in each year since inception. As of December 31, 2023 and December 31, 2022, the Company had an accumulated deficit of approximately $36.8 million and $22.2 million, respectively. As of December 31, 2023 the Company had approximately $16.2 million cash and cash equivalents. In February 2023, the Company entered into a sales agreement (the “Sales Agreement”) with A.G.P./Alliance Global Partners (“AGP”) pursuant to which the Company may issue and sell, from time to time, shares of our common stock having an aggregate offering price of up to $13.0 million in at-the-market offerings (“ATM”) sales. At the same time, the Company filed a prospectus supplement under a shelf registration relating to the Sales Agreement. AGP will act as sales agent and will be paid a 3% commission on each sale under the Sales Agreement. The Company’s common stock will be sold at prevailing market prices at the time of the sale, and, as a result, prices will vary. As of December 31, 2023 there was approximately $11.0 million available for issuance under the ATM. In February 2023, the Company entered into a securities purchase agreement and a note purchase agreement (“SPA”, NPA” or together “Agreements”) with Maverick Capital Partners, LLC (“Maverick” or “Investor”). Pursuant to the terms of the Agreements, as amended, the Company agreed to sell up to $4,000,000 of the Company’s common stock at 75% of the average calculated Volume Weighted Average Price (“VWAP”) per share during a Drawdown Pricing Period as defined in the Agreements. In February 2023, the Company issued a $500,000 Convertible Note to the Investor pursuant to the NPA. On March 9, 2023 the Convertible Note was settled upon the execution of a SPA and related issuance of 0.2 million shares of common stock pursuant to the SPA drawdown notice dated March 7, 2023. These shares of common stock were registered under the Company’s registration statement on Form S-3 dated February 10, 2023 and the related prospectus supplement dated March 9, 2023. Based on its current business plan assumptions and expected cash burn rate, the Company believes that the existing cash is insufficient to fund operations for the next twelve months following the issuance of these financial statements. These factors raise substantial doubt regarding the Company’s ability to continue as a going concern. The Company’s continued operations will depend on its ability to raise additional capital through various potential sources, such as equity and/or debt financings, strategic relationships and revenue. Management can provide no assurance that such financing or strategic relationships will be available on acceptable terms, or at all, which would likely have a material adverse effect on the Company and its financial statements. |
SUMMARY OF SIGNIFICANT ACCOUNTI
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES | 12 Months Ended |
Dec. 31, 2023 | |
Accounting Policies [Abstract] | |
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES | SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES BASIS OF PRESENTATION The accompanying audited financial statements have been prepared in conformity with accounting principles generally accepted in the United States of America ("US GAAP") and in conformity with the instructions on Form 10-K and Rule 8-03 of Regulation S-X and the related rules and regulations of the Securities and Exchange Commission (“SEC”) and have been prepared on a basis which assumes that the Company will continue as a going concern, which contemplates the realization of assets and the satisfaction of liabilities and commitments in the normal course of business. USE OF ESTIMATES The preparation of financial statements in conformity with US 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 financial statements and the reported amounts of expenses during the reporting period. Actual results could differ from those estimates. Due to the inherent uncertainty involved in making estimates, actual results reported in future periods may be based on amounts that differ from those estimates. On an ongoing basis, management evaluates its estimate related to probability and timing related to vesting of the stock-based compensation related to probability and timing related to vesting of milestone options CASH, CASH EQUIVALENTS AND RESTRICTED CASH The Company considers all highly liquid investments with original maturities of three months or less to be cash equivalents. As of December 31, 2023 the Company has $15.9 million held as cash equivalents and as of December 31, 2022 there were $2.6 million held as cash equivalents. The Company maintains cash balances in accounts which exceed the federally insured limits during the year ended December 31, 2023 and 2022. The Company has made a deposit to the bank for their credit cards in the amount of $50,000 and is classified as restricted cash included in other non-current assets as of December 31, 2023. PROPERTY AND EQUIPMENT, NET Property and equipment are stated at cost less accumulated depreciation. Depreciation of property and equipment is calculated using the straight-line method over the estimated useful lives of the assets. The Company regularly evaluates the estimated remaining useful lives of the Company’s property and equipment, net, to determine whether events or changes in circumstances warrant a revision to the remaining period of depreciation. Maintenance and repairs are expensed as incurred. As of December 31, 2023, property and equipment, net represents construction-in-progress of $256,000 related to tooling development that has not been placed into service. Construction-in-progress amounts are not subject to depreciation as such assets are not yet available for their intended use. RESEARCH AND DEVELOPMENT EXPENSE The Company expenses the cost of research and development as incurred. Research and development expenses consist primarily of professional services costs associated with the development of cardiovascular technologies and products. FAIR VALUE OF FINANCIAL INSTRUMENTS The Company’s financial instruments consist primarily of cash, accounts payable and accrued liabilities. Fair value is defined as the exchange price that would be received for an asset or paid to transfer a liability in the principal or most advantageous market for the asset transaction between market participants on the measurement date. Where available, fair value is based on observable market prices or is derived from such prices. The Company uses the market approach valuation technique to value its investments. The market approach uses prices and other pertinent information generated from market transactions involving identical or comparable assets or liabilities. The types of factors that the Company may consider in fair value pricing the investments include available current market data, including relevant and applicable market quotes. Financial assets and liabilities carried at fair value are classified and disclosed in one of the following three categories: • Level 1 - Observable inputs such as quoted prices in active markets. • Level 2 - Inputs, other than the quoted prices in active markets, that are observable either directly or indirectly. • Level 3 - Unobservable inputs in which there is little or no market data, which require the reporting entity to develop its own assumptions. In certain cases, the inputs used to measure fair value may fall into different levels of the fair value hierarchy. In such cases, the assignment of an asset or liability within the fair value hierarchy is based on the lowest level of input that is significant to the fair value measurement. The Company’s assessment of the significance of a particular input to the fair value measurement in its entirety requires judgment and considers factors specific to the asset or liability. ACCOUNTING FOR WARRANTS The Company classifies as equity any contracts that (i) require physical settlement or net-share settlement or (ii) gives the Company a choice of net-cash settlement or settlement in its own shares (physical settlement or net-share settlement). The Company classifies as assets or liabilities any contracts that (i) require net-cash settlement (including a requirement to net cash settle the contract if an event occurs and if that event is outside the control of the Company) or (ii) gives the counterparty a choice of net-cash settlement or settlement in shares (physical settlement or net-share settlement). The Company accounts for its currently issued warrant instruments in conjunction with the Company’s common stock in permanent equity. These warrants are indexed to the Company’s stock and meet the requirements of equity classification as prescribed under ASC 815. Warrants classified as equity are initially measured at fair value, and subsequent changes in fair value are not recognized so long as the warrants continue to be classified as equity. STOCK-BASED COMPENSATION The Company periodically issues stock options and restricted stock awards (“RSUs”) to employees and non-employees for services. The Company accounts for such grants issued and vesting to employees and non-employees based on ASC 718, whereby the value of the award is measured on the date of grant and recognized as compensation expense over the vesting period. The fair value of stock options on the date of grant is calculated using the Black-Scholes option pricing model, based on key assumptions such as the fair value of common stock, expected volatility and expected term. These estimates require the input of subjective assumptions, including (i) the expected stock price volatility, (ii) the calculation of the expected term of the award, (iii) the risk-free interest rate and (iv) expected dividends. These assumptions are primarily based on historical data, peer company data and the judgment of management regarding future trends and other factors. The Company has estimated the expected term of its employee stock options using the “simplified” method, whereby, the expected term equals the arithmetic average of the vesting term and the original contractual term of the option due to its lack of sufficient historical data. The risk-free interest rates for periods within the expected term of the option are based on the US Treasury securities with a maturity date commensurate with the expected term of the associated award. The Company has never paid and does not expect to pay dividends in the foreseeable future. The Company accounts for forfeitures when they occur. Stock-based compensation expense recognized in the financial statements is reduced by the actual awards forfeited. Compensation cost for RSUs issued to employees and non-employees is measured using the grant date fair value of the award, and expense is recognized over the service period, adjusted to reflect actual forfeitures. INCOME TAXES The Company accounts for income taxes using 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 basis and tax 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 income in the period that includes the enactment date. A valuation allowance is established to reduce net deferred tax assets to the amount expected to be realized The Company recognizes the effect of income tax positions only if those positions are more likely than not of being sustained. Recognized income tax positions are measured at the largest amount that is greater than 50% likely of being recognized. Changes in recognition and measurement are reflected in the period in which the change in judgment occurs. Interest and penalties related to unrecognized tax benefits are included in income tax expense. NET LOSS PER COMMON SHARE Basic net loss per share excludes the effect of dilution and is computed by dividing the net loss attributable to common stockholders by the weighted-average number of shares of common stock outstanding. Diluted net loss per share is computed by giving effect to all potential shares of common stock, including stock options and warrants to the extent dilutive. Basic net loss per share was the same as diluted net loss per share for the years ended December 31, 2023 and 2022 as the inclusion of all potential common shares outstanding would have an anti-dilutive effect. As of December 31, 2022, the penny warrants issued during 2019 have been excluded from the net loss per common share calculation following treatment of contingently issuable shares as there are circumstances under which these shares would not be issued and therefore not exercisable. These warrants expired as unissued in February 2023. In accordance with ASC 260-10-45-13, exercisable penny options are included in the calculation of weighted average basic and diluted earnings per share. As of December 31, 2023, and 2022, 176,674 and 175,958 penny options have been included in the calculation of weighted average basic and diluted earnings per share. The following is a summary of awards outstanding as of December 31, 2023 and 2022, which are not included in the computation of basic and diluted weighted average shares: Year ended December 31, 2023 2022 Stock options (excluding exercisable penny stock options) 5,915,851 2,020,819 Restricted stock units 217,881 253,970 Warrants 5,152,397 3,908,276 Total 11,286,129 6,183,065 RECENTLY ISSUED ACCOUNTING STANDARDS Not Yet Adopted as of December 31, 2023: In November 2023, the Financial Standards Accounting Board (FASB) issued Accounting Standards Update (ASU) 2023-07 "Segment Reporting (Topic 280): Improvements to Reportable Segment Disclosures" which expands annual and interim disclosure requirements for reportable segments, primarily through enhanced disclosures about significant segment expenses. ASU 2023-07 is effective for our annual periods beginning January 1, 2024, and for interim periods beginning January 1, 2025, with early adoption permitted. We do not expect that the updated standard will have a rather significant impact on our financial statement disclosures In December 2023, the FASB issued ASU 2023-09 "Income Taxes (Topics 740): Improvements to Income Tax Disclosures" to expand the disclosure requirements for income taxes, specifically related to the rate reconciliation and income taxes paid. ASU 2023-09 is effective for our annual periods beginning January 1, 2025, with early adoption permitted. We are currently evaluating the potential effect that the updated standard will have on our financial statement disclosures. Adopted as of December 31, 2023: In June 2016, the FASB issued ASU 2016-13 “Financial Instruments-Credit Losses-Measurement of Credit Losses on Financial Instruments”. This guidance replaces the current incurred loss impairment methodology with a methodology that reflects expected credit losses and requires consideration of a broader range of reasonable and supportable information to inform credit loss estimates. The guidance applies to loans, accounts receivable, trade receivables and other financial assets measured at amortized cost, loan commitments, debt securities and beneficial interests in securitized financial assets, but the effect on the Company is projected to be limited to accounts receivable. In May 2019, the FASB issued ASU 2019-05 “Financial Instruments-Credit Losses (Topic 326)” which provides transition relief for companies adopting ASU 2016-13. This guidance amends ASU 2016-13 to allow companies to elect, upon adoption of ASU 2016-13, the fair value option on financial instruments that were previously recorded at amortized cost under certain circumstances. Companies are required to make this election on an instrument by instrument basis. The guidance is effective for the fiscal year beginning January 1, 2023, including interim periods within that year. The Company has adopted this guidance and it had an immaterial impact on Company’s accounting. |
STOCKHOLDERS_ EQUITY
STOCKHOLDERS’ EQUITY | 12 Months Ended |
Dec. 31, 2023 | |
Equity [Abstract] | |
STOCKHOLDERS’ EQUITY | STOCKHOLDERS’ EQUITY On November 14, 2022 the Company held a Special Meeting of Stockholders (“Special Meeting”), wherein the stockholders of the Company approved an amendment to the Company’s Certificate of Incorporation (“Certificate of Incorporation”) to increase the number of authorized shares of the Company’s common stock, par value $0.0001 per share (“Common Stock”) to 100,000,000, and to authorize 10,000,000 shares of the Company’s preferred stock. The amendment to the Certificate of Incorporation became effective upon filing with, and acceptance for record by, the Secretary of State of Delaware on November 16, 2022. COMMON STOCK On January 14, 2022, the Company issued 78,025 shares of Common Stock to a consulting firm for services provided that were related to the IPO. The Company calculated the value of the common stock using closing stock price on November 11, 2022, resulting in a fair value of approximately $365,000. Additionally, the Company was required to issue 72,727 warrants based on performance metrics achieved in 2021, the warrants have an exercise price of $5.50 with an expiration of five years from the date of issuance. The Company calculated the fair value of $1.25 each for these warrants using the Black-Scholes option pricing model on the date the consulting firm achieved the milestone, using the following assumptions: (a) fair value of $2.28 per share, (b) expected volatility of 90.81%, (c) dividend yield of 0%, (d) risk-free interest rate of 0.87%, and (e) expected life of 5 years, resulting in the fair value of approximately $91,000. On February 18, 2022, the Company entered into a stock purchase agreement (“Stock Purchase Agreement”) pursuant to which the Company agreed to issue and sell (“Private Placement”) to OpenSky Opportunities Fund Ltd. 58,000 shares of common stock par value $0.0001 and 58,000 warrants to purchase one share of common stock at a combined price of $6.00 per share. The common stock and the warrants were immediately separable and issued separately but were purchased together in the Private Placement. These securities issued pursuant to the Stock Purchase Agreement. The Company received $348,000 in proceeds from the Private Placement. The Warrants will expire five years from the date of issuance. The Company paid no underwriting discounts or commissions. On May 2, 2023, the Company entered into a Securities Purchase Agreement with an accredited investor, for the purchase and sale in a registered direct offering of 1,000,000 shares of the Company’s common stock at a price of $1.50 per share, generating net proceeds from the offering of approximately $1.1 million after deducting financial advisory and legal fees as well as other estimated offering expenses. On April 20, 2023, the Company entered into a Placement Agency Agreement with Public Ventures, LLC to consummate an offering of 16,666,666 shares of Common Stock at an offering price of $1.50 per share, which closed in accordance with the subscription agreement dated May 2, 2023. The Company received $23.2 million in net proceeds from the offering after deducting placement agent discounts and commission and other estimated offering expenses payable by the Company. In addition, the subscription agreement grants placement agent warrants as part of this transaction. See Warrants section below. On February 2, 2023, the Company entered into a securities purchase agreement and a note purchase agreement (“SPA”, NPA” or together “Agreements”) with Maverick Capital Partners, LLC (“Investor”). Pursuant to the terms of the Agreements, as amended, the Company agreed to sell up to $4,000,000 of the Company’s common stock at 75% of the average calculated Volume Weighted Average Price per share. On February 28, 2023, the Company issued a $500,000 Convertible Note to the Investor pursuant to the NPA. On March 9, 2023, the Convertible Note was settled upon the execution of the SPA and related issuance of 200,105 shares of common stock pursuant to the SPA draw down notice dated March 9, 2023. These shares of common stock were registered under the Company’s registration statement on Form S-3 dated February 10, 2023 and the related prospectus supplement dated March 9, 2023, whereby, the Company received total proceeds of $500,000 . These were the only transactions consummated under the SPA and NPA and the respective agreements expired on May 31 2023. On February 1, 2023, the Company entered into an At-the-Market Sales Agreement (“ATM” or “Sales Agreement”) with A.G.P./ Alliance Global Partners as placement agent, to issue and sell shares of the Company’s common stock. The issuance and sale of shares of Common Stock to or through the placement agent are effected pursuant to the Registration Statement dated February 2, 2023. The Company shall pay to the sales agent in cash, upon each sale of placement shares through the placement agent pursuant to the Sales Agreement, an amount equal to 3.00% of the aggregate gross proceeds from each sale of placement shares. In connection to the Sales Agreement, on February 17, 2023 and February 22, 2023, the Company sold 6,184 shares at $3.76 per share for gross proceeds of approxi mately $23,000. As of December 31, 2023 there was approximately $11.0 million available for issuance under the ATM. Total stock issuance costs, which consist primarily of legal, accounting and underwriting fees in connection with the above stated transactions related to the offerings and SPA was approximately $174,000, which as of December 31 2023, was recorded in additional paid in capital. During the years ended December 31, 2023 and 2022 the Company issued 439,042 and 63,806 shares of common stock upon exercise of vested stock options and vesting of restricted stock units. WARRANTS During 2019, milestone warrants were issued to certain executives totaling 407,272 warrants (“Penny Warrants”). These warrants were valued on the date of grant at $0.0003 to vest upon meeting certain milestones. These warrants expired unissued in February 2023. On January 14, 2022, the Company issued 72,727 warrants based on performance metrics achieved in 2021 to purchase 72,727 shares of common stock at an exercise price of $5.50 per share, with an expiration of five years from the date of issuance. On February 28, 2022, the Company issued 58,000 warrants to purchase 58,000 shares of common stock at an exercise price of $6.00 per share. On May 2, 2023 the Company issued 1,666,666 placement agent warrants to purchase shares of Common Stock sold in the offering, with an exercise price of $1.875 per share and are exercisable for five years from the date of issuance. During the year ended December 31, 2023, 11,638 warrants were exercised, of which 5,817 were exercised in the form of a cashless exercise utilizing 4,346 warrants which resulted in the net issuance of 1,471 common shares. The remaining 5,821 warrants were exercised for cash for approximately $16,000. A summary of the outstanding warrants as of December 31, 2023 and 2022 is as follows: Number of Weighted Weighted Aggregate intrinsic value (in thousands) Outstanding and exercisable - December 31, 2021 3,777,549 $ 5.42 4.45 $ 1,259 Exercised — — — — Issued 130,727 $ 5.72 — — Outstanding - December 31, 2022 3,908,276 $ 5.42 3.47 $ 2,020 Issued 1,666,666 1.88 — — Exercised (11,638) 0 2.75 — — Expired (410,907) — — — Outstanding and exercisable - December 31, 2023 5,152,397 $ 4.71 3.35 $ 792 |
STOCK-BASED COMPENSATION
STOCK-BASED COMPENSATION | 12 Months Ended |
Dec. 31, 2023 | |
Share-Based Payment Arrangement [Abstract] | |
STOCK-BASED COMPENSATION | STOCK-BASED COMPENSATION In 2015, the Company’s Board of Directors approved the HeartBeam, Inc. 2015 Equity Incentive Plan ("2015 Plan"), to attract and retain the best available personnel for positions of substantial responsibility, to provide additional incentive to employees, directors, and consultants, and to promote the success of the Company’s business. The 2015 Plan provides for the grant of stock options and RSU’s to purchase common stock of which 1,636,362 were authorized by the board of which 970,704 are outstanding as of December 31, 2023. The 2015 Plan was terminated upon shareholder approval of the 2022 Equity Incentive Plan (“2022 Equity Plan”) whereby no new awards can be issued under the 2015 Plan. The Company’s shareholders approved the 2022 Equity Plan at the annual meeting of stockholders held on June 15, 2022, pursuant to which 1,900,000 shares of common stock were authorized for issuance. Under the 2022 Equity Plan, the number of shares available for issuance will be increased on the first day of each fiscal year beginning with the 2023 fiscal year, in an amount equal to the lesser of 3,800,000 shares, five percent (5%) of the total number of shares of all classes of common stock of the Company outstanding on the last day of the immediately preceding fiscal year, and a lesser number of shares determined by the administrator. On January 1, 2023 400,487 shares, equivalent to five percent (5%) of common stock outstanding were added to the shares available for issuance under the 2022 Equity Plan. Also see Note 9- Subsequent event section below. At the July 7, 2023, Annual Shareholders’ Meeting, the proposal to amend the 2022 Equity Incentive Plan to increase the number of authorized shares from 1,900,000 shares to 5,900,000 shares was approved. The 2022 Equity Plan includes a provision to add-back any cancelled options from the 2015 Plan up to 1,372,816 shares. As of December 31, 2023, there are 252,856 shares from the 2015 Plan that are included in the 849,171 shares available for issuance under the 2022 Equity Plan. During 2023, the Company granted 2,208,000 options to various executives and employees. Sixty percent (60%) of these options vest based on FDA Clearance for marketing of HeartBeam’s synthesized 12L product and the remaining forty percent (40%) vest monthly over a period of 48 months. The Company calculated the fair value for each of these grants using the Black-Scholes option pricing model and it is expensed based on management’s probability assessment of FDA clearance. The 60% milestone options are issued and outstanding as of December 31, 2023. The Company received proceeds of $0.2 million from the exercise of stock options during the year ended December 31, 2023 and a de minimis amount during the year ended December 31, 2022. STOCK OPTIONS The following is a summary of stock option activity during the years ended December 31, 2023 and 2022: Number of Weighted Average Aggregate Outstanding – December 31, 2021 1,105,938 $ 2.03 8.8 $ 1,535 Options granted 1,251,000 1.70 Forfeitures (121,334) 2.98 Options exercised (38,806) — Outstanding – December 31, 2022 2,196,798 $ 1.76 8.7 $ 6,770 Options granted 4,363,800 2.42 Forfeitures (288,001) 2.48 Options exercised (180,072) 1.19 Outstanding – December 31, 2023 6,092,525 2.22 8.7 $ 2,945 Exercisable – December 31, 2023 1,212,312 $ 1.78 7.4 $ 1,203 (*) Intrinsic value is based on the fair market value of the Company's common stock. The Company estimates the fair values of stock options using the Black-Scholes option-pricing model on the date of grant. For the years ended December 31, 2023 and 2022, the assumptions used in the Black-Scholes option pricing model, which was used to estimate the grant date fair value per option, were as follows: Year ended December 31, 2023 2022 Weighted-average Black-Scholes option pricing model assumptions: Volatility 110.23% - 117.62% 107.25% - 111.06% Expected term (in years) 5.85 - 6.07 5.62 - 5.94 Risk-free rate 3.54% - 4.77% 1.47% - 3.17% Expected dividend yield $ — $ — Weighted average grant date fair value per share $1.75 - 3.38 $1.08 - 3.34 RESTRICTED STOCK UNITS The following is a summary of RSUs award activity: Year ended December 31, 2023 2022 Number of Shares Weighted Average Grant Date Fair Value Number of Shares Weighted Average Grant Date Fair Value Non-vested at beginning of the year 253,970 $ 1.47 30,000 $ 3.20 Shares granted 222,881 3.11 248,970 1.36 Shares vested (258,970) 1.48 (25,000) 2.46 Non-vested at end of year 217,881 $ 3.12 253,970 $ 1.47 STOCK BASED COMPENSATION The following is a summary of stock-based compensation expense: Year ended December 31, 2023 2022 General and administration Stock options $ 2,069,556 $ 657,368 RSUs 488,971 235,035 Total general and administration 2,558,527 892,403 R&D Stock options 629,092 213,813 RSUs 20,457 13,601 Total R&D 649,549 227,414 Total stock based compensation $ 3,208,076 $ 1,119,817 As of December 31, 2023 total compensation cost not yet recognized related to unvested stock options and unvested RSUs was approximately $8.1 million and $0.4 million, respectively, which is expected to be recognized over a weighted-average period of 2.66 years and 1.2 years, respectively. |
RELATED PARTY TRANSACTIONS
RELATED PARTY TRANSACTIONS | 12 Months Ended |
Dec. 31, 2023 | |
Related Party Transactions [Abstract] | |
RELATED PARTY TRANSACTIONS | RELATED PARTY TRANSACTIONS During the course of business, the Company obtains accounting services from CTRLCFO, a firm in which the Company’s former Chief Financial Officer has significant influence . The Company incurred accounting fees from these firms of approximately $20,000 and $21,000 during the years ended December 31, 2023 and 2022, respectively. As of December 31, 2023 and 2022, the Company had balances due to these firms amounting to approximately $2,000. |
COMMITMENTS
COMMITMENTS | 12 Months Ended |
Dec. 31, 2023 | |
Commitments and Contingencies Disclosure [Abstract] | |
COMMITMENTS | COMMITMENTS Lease Obligations In May 2019, the Company entered into a month to month lease agreement for our headquarters. The agreement is for an undefined term and can be cancelled at any time, given one month’s notice by either party. The Company’s monthly rent expense associated with this agreement is approximately $1,440. The Company’s month to month headquarters lease is in the name of the Company’s Chief Executive Officer, and the cost is reimbursed monthly. For the years ended December 31, 2023 and 2022, rent expense was approximately $17,000, for each year . Partnership Agreement In January 2022, the Company entered into a partnership agreement with LIVMOR Inc. (“LIVMOR”) to build a Company-branded version of the LIVMOR’s Halo+ FDA cleared turnkey solution for RPM to connect physicians and patients. As included in the agreement, the Company and LIVMOR have the right to enter into additional agreements as needed in order to further the Company’s development of its products. The agreement with LIVMOR included a commitment in 2022 of $1.0 million. In August 2022, the Company entered into a supplemental agreement with LIVMOR. The supplemental agreement stated the Company would pay an additional $0.2 million for the source code access under the partnership agreement. Payments totaling $0.2 million have been made by the Company and LIVMOR has delivered to the Company copies of source materials and codes. All licenses granted by LIVMOR will automatically be converted into a non-exclusive and perpetual license and become licenses granted on a royalty-free and fully paid-up basis, in which LIVMOR hereby expressly waives and relinquishes all HeartBeam payment obligations under the initial partnership agreement. Based on management’s review of Topic ASC 805 and 730, it was determined that only the source code and perpetual license were purchased and it was determined there was no alternative future uses, therefore management recorded the expense as research and development expense. As of December 31, 2022, the Company expensed a total of $1.2 million associated with the LIVMOR agreements, which has been recognized as R&D expense. In February 2023, the Company acquired LIVMOR’s Halo+™ Atrial Fibrillation Detection System, the world’s first FDA-cleared (K201208) prescription wearable for continuous cardiac rhythm monitoring, comprising of intellectual property, including 3 issued United States patents. Professional Services Agreement In March 2022, the Company entered into a professional services agreement with Triple Ring Technologies, Inc. (“TRT”), a co-development company, to assist in the design and development of the Company’s telehealth complete solution 3D vector ECG collection device for remote heart attack or MI monitoring. This agreement was followed by several amendments. The agreement with Triple Ring includes a commitment totaling $1.7 million. As of December 31, 2023 the Company has a remaining commitment of $0.4 million. |
INCOME TAX
INCOME TAX | 12 Months Ended |
Dec. 31, 2023 | |
Income Tax Disclosure [Abstract] | |
INCOME TAX | INCOME TAX Income tax expense attributable to pretax loss from continuing operations differed from the amounts computed by applying the U.S. federal income tax rate of 21% to pretax loss from continuing operations as a result of the following: For the Years ended December 31, 2023 2022 Computed “expected” tax benefit (3,074,000) 21.00 % (2,722,000) 21.00 % Increase (reduction) in income taxes resulting from): State tax, net of federal benefit — — % (1,024,900) 7.95 % Permanent items (80,500) 0.55 % — — % Stock-based compensation 221,200 (1.51) % Research and development credits (241,800) 1.65 % (224,100) 1.70 % Other 130,600 (0.89) % (2,000) — % Change in valuation allowance 3,044,500 (20.80) % 3,973,000 (30.65) % Total — — % — — % The tax effects of temporary differences that give rise to significant portions of the deferred tax assets and liabilities are presented below as of December 31: 2023 2022 Deferred tax assets (liabilities): Net operating loss carryforwards $ 5,799,000 $ 4,115,800 Research and development credits 619,000 377,200 Stock based compensation 647,000 349,900 Sec. 174 2,027,200 1,032,700 Other — 172,100 Total deferred tax assets 9,092,200 6,047,700 Valuation Allowance (9,092,200) (6,047,700) Net Deferred Tax Assets — — Realization of deferred tax assets is dependent upon future earnings, if any, the timing and amount of which are uncertain. Accordingly, the net deferred tax assets have been fully offset by a valuation allowance. The valuation allowance increased by approximately $3,044,500 for the period ended December 31, 2023. As of December 31, 2023, the Company had federal and state net operating loss (“NOL”) carryforwards of approximately $21,496,500 and $18,394,200, respectively. The federal NOL carryforwards consist of $2,405,400 generated prior to 2018 which will begin to expire in 2035, however, are able to offset 100% of taxable income and $19,091,000 generated after December 31, 2017 that will carryforward indefinitely but will be subject to 80% taxable income limitation beginning tax years after December 31, 2021 as provided by the Coronavirus Aid, Relief, and Economic Security (“CARES”) Act (PL 116-136). T he Company has federal R&D credit carryforwards of approximately $617,000 which will begin to expire in 2041 and state R&D credit carryforwards of approximately $338,400 which do not expire. The utilization of NOLs and tax credit carryforwards to offset future taxable income may be subject to an annual limitation as a result of ownership changes that have occurred previously or may occur in the future. Under Sections 382 and 383 of the Internal Revenue Code (“IRC”) a corporation that undergoes an ownership change may be subject to limitations on its ability to utilize its pre-change NOLs and other tax attributes otherwise available to offset future taxable income and/or tax liability. An ownership change is defined as a cumulative change of 50% or more in the ownership positions of certain stockholders during a rolling three-year period. The Company has not completed a formal study to determine if any ownership changes within the meaning of IRC Section 382 and 383 have occurred. If an ownership change has occurred, the Company’s ability to use its NOLs or tax credit carryforwards may be restricted, which could require the Company to pay federal or state income taxes earlier than would be required if such limitations were not in effect. Effective for tax years beginning after December 31, 2021, taxpayers are required to capitalize any expenses incurred that are considered incidental to research and experimentation (“R&E”) activities under IRC Section 174. While taxpayers historically had the option of deducting these expenses under IRC Section 174, the December 2017 Tax Cuts and Jobs Act mandates capitalization and amortization of R&E expenses for tax years beginning after December 31, 2021. Expenses incurred in connection with R&E activities in the US must be amortized over a 5-year period if incurred, and R&E expenses incurred outside the US must be amortized over a 15-year period. R&E activities are broader in scope than qualified research activities considered under IRC Section 41 (relating to the research tax credit). For the years ended December 31, 2023 and December 31, 2022, the Company performed an analysis based on available guidance and determined that it will continue to be in a loss position even after the required capitalization and amortization of its R&E expenses. The Company will continue to monitor this issue for future developments, but it does not expect R&E capitalization and amortization to require it to pay cash taxes now or in the near future . The total amount of unrecognized tax benefits as of December 31, 2023 is approximately $286,600, which relates to federal and state R&D credits. If recognized none of the unrecognized tax benefits would affect the effective tax rate. The Company's policy is to account for interest and penalties as income tax expense. As of the December 31, 2023 the Company had no interest related to unrecognized tax benefits. No amounts of penalties related to unrecognized tax benefits were recognized in the provision for income taxes. We do not anticipate any significant change within twelve months of this reporting date. The Company files income tax returns in the U.S. federal jurisdiction and various state jurisdictions, with varying statutes of limitations. The tax years from inception through 2023 remain open to examination due to the carryover of unused net operating losses that are being carried forward for tax purposes. In August 2022, the U.S. Inflation Reduction Act of 2022 and the CHIPS and Science Act of 2022 were signed into law. These acts include, among other provisions, a corporate alternative minimum tax of 15%, an excise tax on the repurchase of corporate stock, various climate and energy provisions, and incentives for investment in semiconductor manufacturing. These provisions are not expected to have a material impact on the Company’s results of operations or financial position. |
SUBSEQUENT EVENTS
SUBSEQUENT EVENTS | 12 Months Ended |
Dec. 31, 2023 | |
Subsequent Events [Abstract] | |
SUBSEQUENT EVENTS | SUBSEQUENT EVENTS 1. Under the 2022 Equity Plan, the number of shares available for issuance are increased on the first day of each fiscal year beginning with the 2023 fiscal year, in an amount equal to the lesser of 3,800,000 shares, five percent (5%) of the total number of shares of all classes of common stock of the Company outstanding on the last day of the immediately preceding fiscal year, and a lesser number of shares determined by the administrator. On January 1, 2024, 1,316,452 shares, equivalent to five percent (5%) of common stock outstanding were added to the shares available for issuance under the 2022 Equity Plan. 2. On March 8, 2024, the Company has entered into an agreement with Clinical Research Organization (CRO) to perform certain services related to project set up, clinical trial management and monitoring during next six months. As per terms of the agreement, the Company will pay CRO approximately $0.5 million for these services. Additionally, the Company has signed a Clinical Study Agreement with first of five planned sites to carry out the clinical study for which CRO will act as Company sponsor in relation to payment for these services. The total cost of the clinical trial including the CRO cost is expected to approximate $0.7 million. |
SUMMARY OF SIGNIFICANT ACCOUN_2
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Policies) | 12 Months Ended |
Dec. 31, 2023 | |
Accounting Policies [Abstract] | |
BASIS OF PRESENTATION | BASIS OF PRESENTATION |
USE OF ESTIMATES | USE OF ESTIMATES The preparation of financial statements in conformity with US 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 financial statements and the reported amounts of expenses during the reporting period. Actual results could differ from those estimates. Due to the inherent uncertainty involved in making estimates, actual results reported in future periods may be based on amounts that differ from those estimates. On an ongoing basis, management evaluates its estimate related to probability and timing related to vesting of the stock-based compensation related to probability and timing related to vesting of milestone options |
CASH, CASH EQUIVALENTS AND RESTRICTED CASH | CASH, CASH EQUIVALENTS AND RESTRICTED CASH The Company considers all highly liquid investments with original maturities of three months or less to be cash equivalents. As of December 31, 2023 the Company has $15.9 million held as cash equivalents and as of December 31, 2022 there were $2.6 million held as cash equivalents. The Company maintains cash balances in accounts which exceed the federally insured limits during the year ended December 31, 2023 and 2022. The Company has made a deposit to the bank for their credit cards in the amount of $50,000 and is classified as restricted cash included in other non-current assets as of December 31, 2023. |
PROPERTY AND EQUIPMENT, NET | PROPERTY AND EQUIPMENT, NET |
RESEARCH AND DEVELOPMENT EXPENSE | RESEARCH AND DEVELOPMENT EXPENSE The Company expenses the cost of research and development as incurred. Research and development expenses consist primarily of professional services costs associated with the development of cardiovascular technologies and products. |
FAIR VALUE OF FINANCIAL INSTRUMENTS | FAIR VALUE OF FINANCIAL INSTRUMENTS The Company’s financial instruments consist primarily of cash, accounts payable and accrued liabilities. Fair value is defined as the exchange price that would be received for an asset or paid to transfer a liability in the principal or most advantageous market for the asset transaction between market participants on the measurement date. Where available, fair value is based on observable market prices or is derived from such prices. The Company uses the market approach valuation technique to value its investments. The market approach uses prices and other pertinent information generated from market transactions involving identical or comparable assets or liabilities. The types of factors that the Company may consider in fair value pricing the investments include available current market data, including relevant and applicable market quotes. Financial assets and liabilities carried at fair value are classified and disclosed in one of the following three categories: • Level 1 - Observable inputs such as quoted prices in active markets. • Level 2 - Inputs, other than the quoted prices in active markets, that are observable either directly or indirectly. • Level 3 - Unobservable inputs in which there is little or no market data, which require the reporting entity to develop its own assumptions. In certain cases, the inputs used to measure fair value may fall into different levels of the fair value hierarchy. In such cases, the assignment of an asset or liability within the fair value hierarchy is based on the lowest level of input that is significant to the fair value measurement. The Company’s assessment of the significance of a particular input to the fair value measurement in its entirety requires judgment and considers factors specific to the asset or liability. |
ACCOUNTING FOR WARRANTS | ACCOUNTING FOR WARRANTS The Company classifies as equity any contracts that (i) require physical settlement or net-share settlement or (ii) gives the Company a choice of net-cash settlement or settlement in its own shares (physical settlement or net-share settlement). The Company classifies as assets or liabilities any contracts that (i) require net-cash settlement (including a requirement to net cash settle the contract if an event occurs and if that event is outside the control of the Company) or (ii) gives the counterparty a choice of net-cash settlement or settlement in shares (physical settlement or net-share settlement). The Company accounts for its currently issued warrant instruments in conjunction with the Company’s common stock in permanent equity. These warrants are indexed to the Company’s stock and meet the requirements of equity classification as prescribed under ASC 815. Warrants classified as equity are initially measured at fair value, and subsequent changes in fair value are not recognized so long as the warrants continue to be classified as equity. |
STOCK-BASED COMPENSATION | STOCK-BASED COMPENSATION The Company periodically issues stock options and restricted stock awards (“RSUs”) to employees and non-employees for services. The Company accounts for such grants issued and vesting to employees and non-employees based on ASC 718, whereby the value of the award is measured on the date of grant and recognized as compensation expense over the vesting period. The fair value of stock options on the date of grant is calculated using the Black-Scholes option pricing model, based on key assumptions such as the fair value of common stock, expected volatility and expected term. These estimates require the input of subjective assumptions, including (i) the expected stock price volatility, (ii) the calculation of the expected term of the award, (iii) the risk-free interest rate and (iv) expected dividends. These assumptions are primarily based on historical data, peer company data and the judgment of management regarding future trends and other factors. The Company has estimated the expected term of its employee stock options using the “simplified” method, whereby, the expected term equals the arithmetic average of the vesting term and the original contractual term of the option due to its lack of sufficient historical data. The risk-free interest rates for periods within the expected term of the option are based on the US Treasury securities with a maturity date commensurate with the expected term of the associated award. The Company has never paid and does not expect to pay dividends in the foreseeable future. The Company accounts for forfeitures when they occur. Stock-based compensation expense recognized in the financial statements is reduced by the actual awards forfeited. Compensation cost for RSUs issued to employees and non-employees is measured using the grant date fair value of the award, and expense is recognized over the service period, adjusted to reflect actual forfeitures. |
INCOME TAXES | INCOME TAXES The Company accounts for income taxes using 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 basis and tax 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 income in the period that includes the enactment date. A valuation allowance is established to reduce net deferred tax assets to the amount expected to be realized The Company recognizes the effect of income tax positions only if those positions are more likely than not of being sustained. Recognized income tax positions are measured at the largest amount that is greater than 50% likely of being recognized. Changes in recognition and measurement are reflected in the period in which the change in judgment occurs. Interest and penalties related to unrecognized tax benefits are included in income tax expense. |
NET LOSS PER COMMON SHARE | NET LOSS PER COMMON SHARE Basic net loss per share excludes the effect of dilution and is computed by dividing the net loss attributable to common stockholders by the weighted-average number of shares of common stock outstanding. |
RECENTLY ISSUED ACCOUNTING STANDARDS | RECENTLY ISSUED ACCOUNTING STANDARDS Not Yet Adopted as of December 31, 2023: In November 2023, the Financial Standards Accounting Board (FASB) issued Accounting Standards Update (ASU) 2023-07 "Segment Reporting (Topic 280): Improvements to Reportable Segment Disclosures" which expands annual and interim disclosure requirements for reportable segments, primarily through enhanced disclosures about significant segment expenses. ASU 2023-07 is effective for our annual periods beginning January 1, 2024, and for interim periods beginning January 1, 2025, with early adoption permitted. We do not expect that the updated standard will have a rather significant impact on our financial statement disclosures In December 2023, the FASB issued ASU 2023-09 "Income Taxes (Topics 740): Improvements to Income Tax Disclosures" to expand the disclosure requirements for income taxes, specifically related to the rate reconciliation and income taxes paid. ASU 2023-09 is effective for our annual periods beginning January 1, 2025, with early adoption permitted. We are currently evaluating the potential effect that the updated standard will have on our financial statement disclosures. Adopted as of December 31, 2023: In June 2016, the FASB issued ASU 2016-13 “Financial Instruments-Credit Losses-Measurement of Credit Losses on Financial Instruments”. This guidance replaces the current incurred loss impairment methodology with a methodology that reflects expected credit losses and requires consideration of a broader range of reasonable and supportable information to inform credit loss estimates. The guidance applies to loans, accounts receivable, trade receivables and other financial assets measured at amortized cost, loan commitments, debt securities and beneficial interests in securitized financial assets, but the effect on the Company is projected to be limited to accounts receivable. In May 2019, the FASB issued ASU 2019-05 “Financial Instruments-Credit Losses (Topic 326)” which provides transition relief for companies adopting ASU 2016-13. This guidance amends ASU 2016-13 to allow companies to elect, upon adoption of ASU 2016-13, the fair value option on financial instruments that were previously recorded at amortized cost under certain circumstances. Companies are required to make this election on an instrument by instrument basis. The guidance is effective for the fiscal year beginning January 1, 2023, including interim periods within that year. The Company has adopted this guidance and it had an immaterial impact on Company’s accounting. |
SUMMARY OF SIGNIFICANT ACCOUN_3
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Tables) | 12 Months Ended |
Dec. 31, 2023 | |
Accounting Policies [Abstract] | |
Schedule of Antidilutive Securities Excluded from Computation of Earnings Per Share | The following is a summary of awards outstanding as of December 31, 2023 and 2022, which are not included in the computation of basic and diluted weighted average shares: Year ended December 31, 2023 2022 Stock options (excluding exercisable penny stock options) 5,915,851 2,020,819 Restricted stock units 217,881 253,970 Warrants 5,152,397 3,908,276 Total 11,286,129 6,183,065 |
STOCKHOLDERS_ EQUITY (Tables)
STOCKHOLDERS’ EQUITY (Tables) | 12 Months Ended |
Dec. 31, 2023 | |
Equity [Abstract] | |
Schedule of Stockholders' Equity Note, Warrants or Rights | A summary of the outstanding warrants as of December 31, 2023 and 2022 is as follows: Number of Weighted Weighted Aggregate intrinsic value (in thousands) Outstanding and exercisable - December 31, 2021 3,777,549 $ 5.42 4.45 $ 1,259 Exercised — — — — Issued 130,727 $ 5.72 — — Outstanding - December 31, 2022 3,908,276 $ 5.42 3.47 $ 2,020 Issued 1,666,666 1.88 — — Exercised (11,638) 0 2.75 — — Expired (410,907) — — — Outstanding and exercisable - December 31, 2023 5,152,397 $ 4.71 3.35 $ 792 |
STOCK-BASED COMPENSATION (Table
STOCK-BASED COMPENSATION (Tables) | 12 Months Ended |
Dec. 31, 2023 | |
Share-Based Payment Arrangement [Abstract] | |
Schedule of Share-based Payment Arrangement, Option, Activity | The following is a summary of stock option activity during the years ended December 31, 2023 and 2022: Number of Weighted Average Aggregate Outstanding – December 31, 2021 1,105,938 $ 2.03 8.8 $ 1,535 Options granted 1,251,000 1.70 Forfeitures (121,334) 2.98 Options exercised (38,806) — Outstanding – December 31, 2022 2,196,798 $ 1.76 8.7 $ 6,770 Options granted 4,363,800 2.42 Forfeitures (288,001) 2.48 Options exercised (180,072) 1.19 Outstanding – December 31, 2023 6,092,525 2.22 8.7 $ 2,945 Exercisable – December 31, 2023 1,212,312 $ 1.78 7.4 $ 1,203 (*) Intrinsic value is based on the fair market value of the Company's common stock. |
Schedule of Share-based Payment Award, Stock Options, Valuation Assumptions | For the years ended December 31, 2023 and 2022, the assumptions used in the Black-Scholes option pricing model, which was used to estimate the grant date fair value per option, were as follows: Year ended December 31, 2023 2022 Weighted-average Black-Scholes option pricing model assumptions: Volatility 110.23% - 117.62% 107.25% - 111.06% Expected term (in years) 5.85 - 6.07 5.62 - 5.94 Risk-free rate 3.54% - 4.77% 1.47% - 3.17% Expected dividend yield $ — $ — Weighted average grant date fair value per share $1.75 - 3.38 $1.08 - 3.34 |
Schedule of Nonvested Restricted Stock Units Activity | The following is a summary of RSUs award activity: Year ended December 31, 2023 2022 Number of Shares Weighted Average Grant Date Fair Value Number of Shares Weighted Average Grant Date Fair Value Non-vested at beginning of the year 253,970 $ 1.47 30,000 $ 3.20 Shares granted 222,881 3.11 248,970 1.36 Shares vested (258,970) 1.48 (25,000) 2.46 Non-vested at end of year 217,881 $ 3.12 253,970 $ 1.47 |
Schedule of Share-based Payment Arrangement, Expensed and Capitalized, Amount | The following is a summary of stock-based compensation expense: Year ended December 31, 2023 2022 General and administration Stock options $ 2,069,556 $ 657,368 RSUs 488,971 235,035 Total general and administration 2,558,527 892,403 R&D Stock options 629,092 213,813 RSUs 20,457 13,601 Total R&D 649,549 227,414 Total stock based compensation $ 3,208,076 $ 1,119,817 |
INCOME TAX (Tables)
INCOME TAX (Tables) | 12 Months Ended |
Dec. 31, 2023 | |
Income Tax Disclosure [Abstract] | |
Schedule of Effective Income Tax Rate Reconciliation | Income tax expense attributable to pretax loss from continuing operations differed from the amounts computed by applying the U.S. federal income tax rate of 21% to pretax loss from continuing operations as a result of the following: For the Years ended December 31, 2023 2022 Computed “expected” tax benefit (3,074,000) 21.00 % (2,722,000) 21.00 % Increase (reduction) in income taxes resulting from): State tax, net of federal benefit — — % (1,024,900) 7.95 % Permanent items (80,500) 0.55 % — — % Stock-based compensation 221,200 (1.51) % Research and development credits (241,800) 1.65 % (224,100) 1.70 % Other 130,600 (0.89) % (2,000) — % Change in valuation allowance 3,044,500 (20.80) % 3,973,000 (30.65) % Total — — % — — % |
Schedule of Deferred Tax Assets and Liabilities | The tax effects of temporary differences that give rise to significant portions of the deferred tax assets and liabilities are presented below as of December 31: 2023 2022 Deferred tax assets (liabilities): Net operating loss carryforwards $ 5,799,000 $ 4,115,800 Research and development credits 619,000 377,200 Stock based compensation 647,000 349,900 Sec. 174 2,027,200 1,032,700 Other — 172,100 Total deferred tax assets 9,092,200 6,047,700 Valuation Allowance (9,092,200) (6,047,700) Net Deferred Tax Assets — — |
ORGANIZATION AND OPERATIONS (De
ORGANIZATION AND OPERATIONS (Details) | 12 Months Ended |
Dec. 31, 2023 segment | |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | |
Number of operating segments | 1 |
GOING CONCERN AND OTHER UNCER_2
GOING CONCERN AND OTHER UNCERTAINTIES (Details) - USD ($) shares in Millions | Mar. 09, 2023 | Dec. 31, 2023 | Feb. 28, 2023 | Feb. 02, 2023 | Dec. 31, 2022 |
Substantial Doubt About Going Concern [Line Items] | |||||
Accumulated deficit | $ 36,825,000 | $ 22,186,000 | |||
Cash and cash equivalents | 16,189,000 | $ 3,594,000 | |||
A.G.P./Alliance Global Partners | Private Placement | |||||
Substantial Doubt About Going Concern [Line Items] | |||||
Sale of stock, maximum amount authorized | $ 13,000,000 | ||||
Commission fee percentage on each sale (as a percent) | 3% | ||||
Amount available for issuance | $ 11,000,000 | ||||
Maverick Capital Partners, LLC | Convertible debt | |||||
Substantial Doubt About Going Concern [Line Items] | |||||
Face amount | $ 500,000 | ||||
Maverick Capital Partners, LLC | Private Placement | |||||
Substantial Doubt About Going Concern [Line Items] | |||||
Sale of stock, maximum amount authorized | $ 4,000,000 | $ 4,000,000 | |||
Sale of stock, percentage of the average calculated volume weighted average price per share (as a percent) | 75% | 75% | |||
Sale of common stock & warrants, net of fees (in shares) | 0.2 |
SUMMARY OF SIGNIFICANT ACCOUN_4
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Details) - USD ($) $ in Thousands | 12 Months Ended | |
Dec. 31, 2023 | Dec. 31, 2022 | |
Accounting Policies [Abstract] | ||
Cash equivalents | $ 15,900 | $ 2,600 |
Restricted cash (included in other assets) | 50 | $ 0 |
Construction in progress | $ 256 | |
Incremental common shares attributable to dilutive effect of equity forward agreements (in shares) | 176,674 | 175,958 |
SUMMARY OF SIGNIFICANT ACCOUN_5
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES - Net Loss Per Common Share (Details) - shares | 12 Months Ended | |
Dec. 31, 2023 | Dec. 31, 2022 | |
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | ||
Antidilutive securities excluded from computation of earnings per share (in shares) | 11,286,129 | 6,183,065 |
Stock options (excluding exercisable penny stock options) | ||
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | ||
Antidilutive securities excluded from computation of earnings per share (in shares) | 5,915,851 | 2,020,819 |
Restricted stock units | ||
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | ||
Antidilutive securities excluded from computation of earnings per share (in shares) | 217,881 | 253,970 |
Warrants | ||
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | ||
Antidilutive securities excluded from computation of earnings per share (in shares) | 5,152,397 | 3,908,276 |
STOCKHOLDERS_ EQUITY - Addition
STOCKHOLDERS’ EQUITY - Additional Information (Details) - $ / shares | Dec. 31, 2023 | Dec. 31, 2022 | Nov. 14, 2022 | Feb. 18, 2022 |
Equity [Abstract] | ||||
Common stock, par value (in dollars per share) | $ 0.0001 | $ 0.0001 | $ 0.0001 | $ 0.0001 |
Common stock, shares authorized (in shares) | 100,000,000 | 100,000,000 | 100,000,000 | |
Preferred stock, shares authorized (in shares) | 10,000,000 | 10,000,000 | 10,000,000 |
STOCKHOLDERS_ EQUITY - Common S
STOCKHOLDERS’ EQUITY - Common Stock (Details) - USD ($) | 12 Months Ended | ||||||||||||||
May 02, 2023 | Apr. 20, 2023 | Mar. 09, 2023 | Feb. 22, 2023 | Nov. 11, 2022 | Feb. 28, 2022 | Feb. 18, 2022 | Jan. 14, 2022 | Dec. 31, 2023 | Dec. 31, 2022 | Dec. 31, 2021 | Feb. 28, 2023 | Feb. 02, 2023 | Feb. 01, 2023 | Nov. 14, 2022 | |
Subsidiary, Sale of Stock [Line Items] | |||||||||||||||
Exercise price of warrants (in dollars per share) | $ 1.875 | $ 4.71 | $ 5.42 | $ 5.42 | |||||||||||
Common stock, par value (in dollars per share) | $ 0.0001 | $ 0.0001 | $ 0.0001 | $ 0.0001 | |||||||||||
Number of share based payment awards, exercised in period (in shares) | 439,042 | 63,806 | |||||||||||||
Convertible debt | Maverick Capital Partners, LLC | |||||||||||||||
Subsidiary, Sale of Stock [Line Items] | |||||||||||||||
Face amount | $ 500,000 | ||||||||||||||
Warrants | |||||||||||||||
Subsidiary, Sale of Stock [Line Items] | |||||||||||||||
Stock issued for service (in shares) | 58,000 | ||||||||||||||
Exercise price of warrants (in dollars per share) | $ 6 | ||||||||||||||
IPO | Common Stock | Consultants | |||||||||||||||
Subsidiary, Sale of Stock [Line Items] | |||||||||||||||
Stock issued for service (in shares) | 78,025 | ||||||||||||||
Stock issued for service | $ 365,000 | ||||||||||||||
Exercise price of warrants (in dollars per share) | $ 5.50 | $ 5.50 | |||||||||||||
Warrant expiration period (in years) | 5 years | 5 years | |||||||||||||
Warrant fair value (in dollars per share) | $ 1.25 | ||||||||||||||
Fair value assumptions, fair value per share (in dollars per share) | $ 2.28 | ||||||||||||||
Expected volatility rate (as the percent) | 90.81% | ||||||||||||||
Expected dividend rate (as the percent) | 0% | ||||||||||||||
Risk-free rate | 0.87% | ||||||||||||||
Expected term (in years) | 5 years | ||||||||||||||
Fair value of warrants issued for service | $ 91,000 | ||||||||||||||
IPO | Warrants | Consultants | |||||||||||||||
Subsidiary, Sale of Stock [Line Items] | |||||||||||||||
Stock issued for service (in shares) | 72,727 | 72,727 | |||||||||||||
Private Placement | |||||||||||||||
Subsidiary, Sale of Stock [Line Items] | |||||||||||||||
Shares issued in IPO (in shares) | 1,000,000 | 16,666,666 | |||||||||||||
Shares issued in IPO, price per share (in dollars per share) | $ 1.50 | $ 1.50 | |||||||||||||
Aggregate offering price | $ 1,100,000 | $ 23,200,000 | |||||||||||||
Private Placement | OpenSky Opportunities Fund Ltd. | |||||||||||||||
Subsidiary, Sale of Stock [Line Items] | |||||||||||||||
Shares issued in IPO (in shares) | 58,000 | ||||||||||||||
Shares issued in IPO, price per share (in dollars per share) | $ 6 | ||||||||||||||
Proceeds from issuance of private placement | $ 348,000 | ||||||||||||||
Private Placement | Maverick Capital Partners, LLC | |||||||||||||||
Subsidiary, Sale of Stock [Line Items] | |||||||||||||||
Shares issued in IPO (in shares) | 200,105 | ||||||||||||||
Aggregate offering price | $ 500,000 | ||||||||||||||
Sale of stock, maximum amount authorized | $ 4,000,000 | $ 4,000,000 | |||||||||||||
Sale of stock, percentage of the average calculated volume weighted average price per share (as a percent) | 75% | 75% | |||||||||||||
Private Placement | Certain Investors | |||||||||||||||
Subsidiary, Sale of Stock [Line Items] | |||||||||||||||
Shares issued in IPO (in shares) | 6,184 | ||||||||||||||
Shares issued in IPO, price per share (in dollars per share) | $ 3.76 | ||||||||||||||
Sale of stock, placement fee, percentage | 3% | ||||||||||||||
Gross consideration received on transaction | $ 23,000 | ||||||||||||||
Payments of stock issuance costs | $ 174,000 | ||||||||||||||
Private Placement | A.G.P./Alliance Global Partners | |||||||||||||||
Subsidiary, Sale of Stock [Line Items] | |||||||||||||||
Sale of stock, maximum amount authorized | $ 13,000,000 | ||||||||||||||
Sale of stock, remaining amount authorized for issuance | $ 11,000,000 | ||||||||||||||
Private Placement | Common Stock | OpenSky Opportunities Fund Ltd. | |||||||||||||||
Subsidiary, Sale of Stock [Line Items] | |||||||||||||||
Shares issued per each unit (in shares) | 1 | ||||||||||||||
Period which warrants are exercisable (in years) | 5 years |
STOCKHOLDERS_ EQUITY - Warrants
STOCKHOLDERS’ EQUITY - Warrants (Details) - USD ($) $ / shares in Units, $ in Thousands | 12 Months Ended | ||||||
Feb. 28, 2022 | Jan. 14, 2022 | Dec. 31, 2023 | Dec. 31, 2022 | Dec. 31, 2021 | May 02, 2023 | Dec. 31, 2019 | |
Class of Warrant or Right [Line Items] | |||||||
Outstanding (in shares) | 5,152,397 | 3,908,276 | 3,777,549 | 1,666,666 | 407,272 | ||
Exercise price of warrants (in dollars per share) | $ 4.71 | $ 5.42 | $ 5.42 | $ 1.875 | |||
Warrants and rights outstanding (in years) | 5 years | ||||||
Exercised (in shares) | 11,638 | 0 | |||||
Class of warrant or right, warrants, cashless exercise | 5,817 | ||||||
Class of warrant or right, warrants, cashless exercise, warrants utilized | 4,346 | ||||||
Stock Issuance upon exercise of warrants(in shares) | 1,471 | ||||||
Class of warrant or right, warrants exercised for cash | 5,821 | ||||||
Payments for repurchase of warrants | $ 16 | ||||||
Warrants | |||||||
Class of Warrant or Right [Line Items] | |||||||
Stock issued for service (in shares) | 58,000 | ||||||
Exercise price of warrants (in dollars per share) | $ 6 | ||||||
Common Stock | |||||||
Class of Warrant or Right [Line Items] | |||||||
Number of shares of common stock purchased | 58,000 | ||||||
Stock Issuance upon exercise of warrants(in shares) | 7,292 | ||||||
IPO | Consultants | Warrants | |||||||
Class of Warrant or Right [Line Items] | |||||||
Stock issued for service (in shares) | 72,727 | 72,727 | |||||
IPO | Consultants | Common Stock | |||||||
Class of Warrant or Right [Line Items] | |||||||
Stock issued for service (in shares) | 78,025 | ||||||
Number of shares of common stock purchased | 72,727 | ||||||
Exercise price of warrants (in dollars per share) | $ 5.50 | $ 5.50 | |||||
Warrant expiration period (in years) | 5 years | 5 years | |||||
Penny Warrant | |||||||
Class of Warrant or Right [Line Items] | |||||||
Grant date fair value (in dollars per share) | $ 0.0003 |
STOCKHOLDERS_ EQUITY - Warran_2
STOCKHOLDERS’ EQUITY - Warrants Outstanding (Details) - USD ($) $ / shares in Units, $ in Thousands | 12 Months Ended | ||
Dec. 31, 2023 | Dec. 31, 2022 | Dec. 31, 2021 | |
Number of shares | |||
Outstanding, beginning balance (in shares) | 3,908,276 | 3,777,549 | |
Exercisable, beginning balance (in shares) | 3,777,549 | ||
Issued (in shares) | 1,666,666 | 130,727 | |
Exercised (in shares) | (11,638) | 0 | |
Expired (in shares) | (410,907) | ||
Outstanding, ending balance (in shares) | 5,152,397 | 3,908,276 | 3,777,549 |
Exercisable, ending balance (in shares) | 5,152,397 | 3,777,549 | |
Weighted average exercise price | |||
Outstanding, beginning balance (in dollars per share) | $ 5.42 | $ 5.42 | |
Exercisable, beginning balance (in dollars per share) | 5.42 | ||
Issued (in dollars per share) | 1.88 | 5.72 | |
Exercised (in dollars per share) | 2.75 | 0 | |
Expired (in dollars per share) | 0 | ||
Outstanding, ending balance (in dollars per share) | 4.71 | $ 5.42 | $ 5.42 |
Exercisable, ending balance (in dollars per share) | $ 4.71 | $ 5.42 | |
Weighted average remaining life (years) | |||
Outstanding | 3 years 4 months 6 days | 3 years 5 months 19 days | 4 years 5 months 12 days |
Exercisable | 3 years 4 months 6 days | 4 years 5 months 12 days | |
Aggregate intrinsic value (in thousands) | |||
Outstanding | $ 792 | $ 2,020 | $ 1,259 |
Exercisable | $ 792 | $ 1,259 |
STOCK-BASED COMPENSATION - Narr
STOCK-BASED COMPENSATION - Narrative (Details) - USD ($) $ in Thousands | 12 Months Ended | ||||||
Jan. 01, 2023 | Jun. 15, 2022 | Dec. 31, 2023 | Dec. 31, 2022 | Jul. 07, 2023 | Jul. 06, 2023 | Dec. 31, 2015 | |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||||
Proceeds from exercise of stock options | $ 214 | $ 2 | |||||
Executives and Employees | |||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||||
Number of options granted (in shares) | 2,208,000 | ||||||
Executives and Employees | Share-Based Payment Arrangement, Tranche Two | |||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||||
Percentage of share-based compensation arrangement vesting (as a percent) | 40% | ||||||
Vesting period | 48 months | ||||||
Stock options | Executives and Employees | Share-Based Payment Arrangement, Tranche One | |||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||||
Percentage of share-based compensation arrangement vesting (as a percent) | 60% | ||||||
2015 Equity Incentive Plan | |||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||||
Number of shares authorized for issuance (in shares) | 252,856 | ||||||
Number of additional shares authorized for issuance (in shares) | 1,372,816 | ||||||
2015 Equity Incentive Plan | Share-Based Payment Arrangement, Option And Restricted Stock Units (RSUs) | |||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||||
Number of shares authorized for issuance (in shares) | 1,636,362 | ||||||
Number of shares outstanding (in shares) | 970,704 | ||||||
2022 Equity Plan | |||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||||
Number of shares authorized for issuance (in shares) | 1,900,000 | 849,171 | 5,900,000 | 1,900,000 | |||
Number of annual increase of shares authorized (in shares) | 3,800,000 | ||||||
Percentage of total number of outstanding shares of all classes of common stock (as a percent) | 5% | ||||||
Number of additional shares authorized for issuance (in shares) | 400,487 |
STOCK-BASED COMPENSATION - Stoc
STOCK-BASED COMPENSATION - Stock Options Activity (Details) - USD ($) $ / shares in Units, $ in Thousands | 12 Months Ended | ||
Dec. 31, 2023 | Dec. 31, 2022 | Dec. 31, 2021 | |
Number of options outstanding | |||
Beginning balance (in shares) | 2,196,798 | 1,105,938 | |
Options granted (in shares) | 4,363,800 | 1,251,000 | |
Forfeitures (in shares) | (288,001) | (121,334) | |
Options exercised (in shares) | (180,072) | (38,806) | |
Ending balance (in shares) | 6,092,525 | 2,196,798 | 1,105,938 |
Weighted average exercise price | |||
Beginning balance, Weighted average exercise price (in dollars per share) | $ 1.76 | $ 2.03 | |
Options granted, Weighted average exercise price (in dollars per share) | 2.42 | 1.70 | |
Forfeitures, Weighted average exercise price (in dollars per share) | 2.48 | 2.98 | |
Options exercised, Weighted average exercise price (in dollars per share) | 1.19 | 0 | |
Ending balance, Weighted average exercise price (in dollars per share) | $ 2.22 | $ 1.76 | $ 2.03 |
Options, additional disclosures | |||
Average remaining contractual life | 8 years 8 months 12 days | 8 years 8 months 12 days | 8 years 9 months 18 days |
Aggregate intrinsic value, outstanding | $ 2,945 | $ 6,770 | $ 1,535 |
Exercisable (in shares) | 1,212,312 | ||
Exercisable, Weighted average exercise price (in dollars per share) | $ 1.78 | ||
Exercisable, Average remaining contractual life | 7 years 4 months 24 days | ||
Exercisable, Aggregate intrinsic value | $ 1,203 |
STOCK-BASED COMPENSATION - Assu
STOCK-BASED COMPENSATION - Assumptions (Details) - Stock options - USD ($) | 12 Months Ended | |
Dec. 31, 2023 | Dec. 31, 2022 | |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||
Expected dividend yield | $ 0 | $ 0 |
Minimum | ||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||
Volatility | 110.23% | 107.25% |
Expected term (in years) | 5 years 10 months 6 days | 5 years 7 months 13 days |
Risk-free rate | 3.54% | 1.47% |
Weighted average grant date fair value per share (in dollars per share) | $ 1.75 | $ 1.08 |
Maximum | ||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||
Volatility | 117.62% | 111.06% |
Expected term (in years) | 6 years 25 days | 5 years 11 months 8 days |
Risk-free rate | 4.77% | 3.17% |
Weighted average grant date fair value per share (in dollars per share) | $ 3.38 | $ 3.34 |
STOCK-BASED COMPENSATION - Rest
STOCK-BASED COMPENSATION - Restricted Stock Units (Details) - $ / shares | 12 Months Ended | |
Dec. 31, 2023 | Dec. 31, 2022 | |
Weighted Average Grant Date Fair Value | ||
Shares granted (in dollars per share) | $ 3.11 | $ 1.36 |
RSUs | ||
Number of Shares | ||
Non-vested, beginning balance (in shares) | 253,970 | 30,000 |
Shares granted (in shares) | 222,881 | 248,970 |
Shares vested (in shares) | (258,970) | (25,000) |
Non-vested, ending balance (in shares) | 217,881 | 253,970 |
Weighted Average Grant Date Fair Value | ||
Non-Vested at beginning of period (in dollars per share) | $ 1.47 | $ 3.20 |
Shares vested (in dollars per share) | 1.48 | 2.46 |
Non-vested, ending balance (in dollars per share) | $ 3.12 | $ 1.47 |
STOCK-BASED COMPENSATION - St_2
STOCK-BASED COMPENSATION - Stock-Based Compensation (Details) - USD ($) | 12 Months Ended | |
Dec. 31, 2023 | Dec. 31, 2022 | |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||
Total stock based compensation | $ 3,208,076 | $ 1,119,817 |
Cost not yet recognized, options | 8,100,000 | |
Cost not yet recognized | $ 400,000 | |
Stock options | ||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||
Cost not yet recognized, period of recognition (in years) | 2 years 7 months 28 days | |
RSUs | ||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||
Cost not yet recognized, period of recognition (in years) | 1 year 2 months 12 days | |
General and administration | ||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||
Total stock based compensation | $ 2,558,527 | 892,403 |
General and administration | Stock options | ||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||
Total stock based compensation | 2,069,556 | 657,368 |
General and administration | RSUs | ||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||
Total stock based compensation | 488,971 | 235,035 |
R&D | ||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||
Total stock based compensation | 649,549 | 227,414 |
R&D | Stock options | ||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||
Total stock based compensation | 629,092 | 213,813 |
R&D | RSUs | ||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||
Total stock based compensation | $ 20,457 | $ 13,601 |
RELATED PARTY TRANSACTIONS (Det
RELATED PARTY TRANSACTIONS (Details) - USD ($) $ in Thousands | 12 Months Ended | |
Dec. 31, 2023 | Dec. 31, 2022 | |
Related Party Transaction [Line Items] | ||
Investments from related parties | $ 20 | $ 21 |
Due to related party | 1,194 | 1,665 |
Related Party | ||
Related Party Transaction [Line Items] | ||
Due to related party | $ 2 | $ 2 |
COMMITMENTS (Details)
COMMITMENTS (Details) - USD ($) | 1 Months Ended | 12 Months Ended | ||||
Aug. 31, 2022 | May 31, 2019 | Dec. 31, 2023 | Dec. 31, 2022 | Mar. 31, 2022 | Jan. 31, 2022 | |
Long-Term Purchase Commitment [Line Items] | ||||||
Operating lease, prior notice for cancellation | 1 month | |||||
Monthly rent expense | $ 1,440 | |||||
Rent expense | 17,000 | $ 17,000 | ||||
LIVMOR | ||||||
Long-Term Purchase Commitment [Line Items] | ||||||
Purchase commitments | $ 200,000 | $ 1,200,000 | $ 1,000,000 | |||
Payments for purchase obligations | $ 200,000 | |||||
Triple Ring Technologies | ||||||
Long-Term Purchase Commitment [Line Items] | ||||||
Purchase commitments | $ 1,700,000 | |||||
Remaining commitment | $ 400,000 |
INCOME TAX - Effective Income T
INCOME TAX - Effective Income Tax Rate Reconciliation (Details) - USD ($) | 12 Months Ended | |
Dec. 31, 2023 | Dec. 31, 2022 | |
Effective Income Tax Rate Reconciliation, Amount [Abstract] | ||
Computed “expected” tax benefit | $ (3,074,000) | $ (2,722,000) |
State tax, net of federal benefit | 0 | (1,024,900) |
Permanent items | (80,500) | 0 |
Stock-based compensation | 221,200 | |
Research and development credits | (241,800) | (224,100) |
Other | 130,600 | (2,000) |
Change in valuation allowance | 3,044,500 | 3,973,000 |
Income tax provision | $ 0 | $ 0 |
Effective Income Tax Rate Reconciliation, Percent [Abstract] | ||
Computed “expected” tax benefit | 21% | 21% |
State tax, net of federal benefit | 0% | 7.95% |
Permanent items | 0.55% | 0% |
Stock-based compensation | (1.51%) | |
Research and development credits | 1.65% | 1.70% |
Other | (0.89%) | 0% |
Change in valuation allowance | (20.80%) | (30.65%) |
Total | 0% | 0% |
INCOME TAX - Deferred Tax Asset
INCOME TAX - Deferred Tax Assets (Details) - USD ($) | Dec. 31, 2023 | Dec. 31, 2022 |
Income Tax Disclosure [Abstract] | ||
Net operating loss carryforwards | $ 5,799,000 | $ 4,115,800 |
Research and development credits | 619,000 | 377,200 |
Stock based compensation | 647,000 | 349,900 |
Sec. 174 | 2,027,200 | 1,032,700 |
Other | 0 | 172,100 |
Total deferred tax assets | 9,092,200 | 6,047,700 |
Valuation Allowance | (9,092,200) | (6,047,700) |
Net Deferred Tax Assets | $ 0 | $ 0 |
INCOME TAX - Additional Informa
INCOME TAX - Additional Information (Details) | 12 Months Ended |
Dec. 31, 2023 USD ($) | |
Tax Credit Carryforward [Line Items] | |
Increase in valuation allowance | $ 3,044,500 |
Unrecognized tax benefits | 286,600 |
Unrecognized tax benefits that would impact effective tax rate | 0 |
Unrecognized tax benefits, interest on income taxes expense | 0 |
Unrecognized tax benefits, income tax penalties expense | 0 |
Domestic Tax Authority | |
Tax Credit Carryforward [Line Items] | |
Net operating loss carryforwards | 21,496,500 |
Domestic Tax Authority | Research Tax Credit Carryforward | |
Tax Credit Carryforward [Line Items] | |
Tax credit carryforward | 617,000 |
Domestic Tax Authority | Tax Periods Prior To 2018 | |
Tax Credit Carryforward [Line Items] | |
Net operating loss carryforwards | 2,405,400 |
Domestic Tax Authority | After Tax Year 2017 | |
Tax Credit Carryforward [Line Items] | |
Net operating loss carryforwards | 19,091,000 |
State and Local Jurisdiction | |
Tax Credit Carryforward [Line Items] | |
Net operating loss carryforwards | 18,394,200 |
State and Local Jurisdiction | Research Tax Credit Carryforward | |
Tax Credit Carryforward [Line Items] | |
Tax credit carryforward | $ 338,400 |
SUBSEQUENT EVENTS (Details)
SUBSEQUENT EVENTS (Details) $ in Thousands | 12 Months Ended | ||||||
Jan. 01, 2024 shares | Jan. 01, 2023 shares | Jun. 15, 2022 shares | Dec. 31, 2024 USD ($) | Dec. 31, 2023 USD ($) | Dec. 31, 2022 USD ($) | Mar. 08, 2024 USD ($) site | |
Subsequent Event [Line Items] | |||||||
Research and development | $ | $ 6,798 | $ 5,677 | |||||
Forecast | Clinical Research Organization | |||||||
Subsequent Event [Line Items] | |||||||
Research and development | $ | $ 700 | ||||||
Subsequent Event | Clinical Research Organization | |||||||
Subsequent Event [Line Items] | |||||||
Amount to be paid to Clinical Research Organization | $ | $ 500 | ||||||
Number of planned sites to carrying out the clinical study | site | 5 | ||||||
2022 Equity Plan | |||||||
Subsequent Event [Line Items] | |||||||
Number of annual increase of shares authorized (in shares) | shares | 3,800,000 | ||||||
Percentage of total number of outstanding shares of all classes of common stock (as a percent) | 5% | ||||||
Number of additional shares authorized for issuance (in shares) | shares | 400,487 | ||||||
2022 Equity Plan | Subsequent Event | |||||||
Subsequent Event [Line Items] | |||||||
Percentage of total number of outstanding shares of all classes of common stock (as a percent) | 5% | ||||||
Number of additional shares authorized for issuance (in shares) | shares | 1,316,452 |