Cover
Cover | 9 Months Ended |
Sep. 30, 2023 | |
Entity Addresses [Line Items] | |
Document Type | S-1 |
Amendment Flag | false |
Entity Registrant Name | FibroBiologics, Inc. |
Entity Central Index Key | 0001958777 |
Entity Primary SIC Number | 2834 |
Entity Tax Identification Number | 86-3329066 |
Entity Incorporation, State or Country Code | DE |
Entity Address, Address Line One | 455 E. Medical Center Blvd. |
Entity Address, Address Line Two | Suite 300 |
Entity Address, City or Town | Houston |
Entity Address, State or Province | TX |
Entity Address, Postal Zip Code | 77598 |
City Area Code | (281) |
Local Phone Number | 671-5150 |
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 | 455 E. Medical Center Blvd. |
Entity Address, Address Line Two | Suite 300 |
Entity Address, City or Town | Houston |
Entity Address, State or Province | TX |
Entity Address, Postal Zip Code | 77598 |
City Area Code | (281) |
Local Phone Number | 671-5150 |
Contact Personnel Name | Pete O’Heeron |
Condensed Balance Sheets
Condensed Balance Sheets - USD ($) $ in Thousands | Sep. 30, 2023 | Dec. 31, 2022 | Dec. 31, 2021 |
Current assets | |||
Cash and cash equivalents | $ 10,766 | $ 2,266 | $ 407 |
Prepaid expenses | 27 | 29 | 37 |
Parent company receivable | 300 | ||
Other current assets | 121 | 30 | 24 |
Total current assets | 10,914 | 2,625 | 468 |
Property and equipment, net | 477 | ||
Operating lease right-of-use asset, net | 1,908 | 2,199 | |
Total assets | 13,299 | 4,824 | 468 |
Current liabilities | |||
Accounts payable and accrued expenses | 820 | 758 | 233 |
Payable to parent | 141 | 225 | |
Operating lease liability, short-term | 353 | 326 | |
Derivative liability | 538 | ||
Convertible notes payable, net of debt discount | 5,451 | 1,300 | |
Total current liabilities | 1,314 | 7,073 | 1,758 |
Operating lease liability, long-term | 1,447 | 1,747 | |
Total liabilities | 2,761 | 8,820 | 1,758 |
Stockholders’ equity/(deficit) | |||
Net Parent investment | 1,461 | 1,461 | |
Common Stock, value | |||
Additional paid-in capital | 25,177 | 2,414 | |
Accumulated deficit | (14,640) | (7,872) | (2,751) |
Total stockholders’ equity/(deficit) | 10,538 | (3,996) | (1,290) |
Total liabilities and stockholders’ equity/(deficit) | 13,299 | 4,824 | 468 |
Series A Preferred Stock [Member] | |||
Stockholders’ equity/(deficit) | |||
Preferred Stock, value | |||
Series B Preferred Stock [Member] | |||
Stockholders’ equity/(deficit) | |||
Preferred Stock, value | |||
Nonvoting Common Stock [Member] | |||
Stockholders’ equity/(deficit) | |||
Common Stock, value | 1 | 1 | |
Series B-1 Preferred Stock [Member] | |||
Stockholders’ equity/(deficit) | |||
Preferred Stock, value | |||
Series C Preferred Stock [Member] | |||
Stockholders’ equity/(deficit) | |||
Preferred Stock, value |
Condensed Balance Sheets (Paren
Condensed Balance Sheets (Parenthetical) - $ / shares | Sep. 30, 2023 | Dec. 31, 2022 | Dec. 31, 2021 |
Preferred stock, par value | $ 0.00001 | $ 0.00001 | $ 0.00001 |
Preferred stock, shares authorized | 20,000,000 | 12,500,000 | 12,500,000 |
Common stock, par value | $ 0.00001 | $ 0.00001 | |
Common stock, shares authorized | 100,000,000 | 100,000,000 | |
Common stock, shares issued | 0 | 0 | |
Common stock, shares outstanding | 0 | 0 | |
Series A Preferred Stock [Member] | |||
Preferred stock, shares authorized | 8,750,000 | 8,750,000 | |
Preferred stock, shares issued | 8,750,000 | 8,750,000 | 8,750,000 |
Preferred stock, shares outstanding | 8,750,000 | 8,750,000 | 8,750,000 |
Series B Preferred Stock [Member] | |||
Preferred stock, shares authorized | 5,000,000 | 2,500,000 | 2,500,000 |
Preferred stock, shares issued | 4,171,445 | 381,658 | 0 |
Preferred stock, shares outstanding | 4,171,445 | 381,658 | 0 |
Common stock, shares issued | 381,658 | ||
Nonvoting Common Stock [Member] | |||
Common stock, par value | $ 0.00001 | $ 0.00001 | $ 0.00001 |
Common stock, shares authorized | 30,000,000 | 62,500,000 | 62,500,000 |
Common stock, shares issued | 28,230,842 | 28,230,842 | 0 |
Common stock, shares outstanding | 28,230,842 | 28,230,842 | 0 |
Series B-1 Preferred Stock [Member] | |||
Preferred stock, shares authorized | 5,000,000 | ||
Preferred stock, shares issued | 74,922 | 0 | |
Preferred stock, shares outstanding | 74,922 | 0 | |
Series C Preferred Stock [Member] | |||
Preferred stock, shares authorized | 2,500 | 2,500 | |
Preferred stock, shares issued | 0 | 0 | |
Preferred stock, shares outstanding | 0 | 0 |
Condensed Statements of Operati
Condensed Statements of Operations - USD ($) $ in Thousands | 9 Months Ended | 12 Months Ended | |||
Sep. 30, 2023 | Sep. 30, 2022 | Dec. 31, 2022 | Dec. 31, 2021 | ||
Operating expenses: | |||||
Research and development | $ 1,595 | $ 802 | $ 1,147 | $ 521 | |
General, administrative and other | 4,814 | 2,361 | 3,320 | 1,057 | |
Total operating expenses | 6,409 | 3,163 | 4,467 | 1,578 | |
Loss from operations | (6,409) | (3,163) | (4,467) | (1,578) | |
Other income/(loss) | (213) | ||||
Interest expense | (146) | (434) | (654) | (4) | |
Net loss | (6,768) | (3,597) | $ (5,121) | $ (1,582) | |
Deemed dividend | (2,573) | ||||
Net loss attributable to common stockholders | $ (9,341) | $ (3,597) | |||
Net loss per share, basic | $ (0.33) | $ (0.13) | $ (0.18) | [1] | |
Net loss per share, diluted | $ (0.33) | $ (0.13) | $ (0.18) | [1] | |
Weighted-average shares outstanding, basic | 28,230,842 | 28,230,842 | 28,230,842 | ||
Weighted-average shares outstanding, diluted | 28,230,842 | 28,230,842 | 28,230,842 | ||
[1]The Company had no shares of its common stock issued and outstanding during the year ended December 31, 2021. |
Condensed Statements of Changes
Condensed Statements of Changes in Stockholders' Equity/(Deficit) - USD ($) $ in Thousands | Parent Investment [Member] | Preferred Stock [Member] Series A Preferred Stock [Member] | Preferred Stock [Member] Series B Preferred Stock [Member] | Preferred Stock [Member] Series B-1 Preferred Stock [Member] | Common Stock [Member] | Additional Paid-in Capital [Member] | Retained Earnings [Member] | Series B Preferred Stock [Member] | Total |
Balance at Dec. 31, 2020 | $ 1,169 | $ (1,169) | |||||||
Balance, shares at Dec. 31, 2020 | |||||||||
Issuance of capital shares upon Company formation | |||||||||
Issuance of capital shares upon Company formation, shares | 8,750,000 | ||||||||
Capital contributions | 292 | 292 | |||||||
Net loss | (1,582) | (1,582) | |||||||
Balance at Dec. 31, 2021 | 1,461 | (2,751) | (1,290) | ||||||
Balance, shares at Dec. 31, 2021 | 8,750,000 | ||||||||
Net loss | (3,597) | (3,597) | |||||||
Issuance of Non-Voting Common Stock to Parent company members | $ 1 | (1) | |||||||
Issuance of Non-Voting Common Stock to Parent company members, shares | 28,179,592 | ||||||||
Stock-based compensation expense | 233 | 233 | |||||||
Stock-based compensation expense, shares | 51,250 | ||||||||
Balance at Sep. 30, 2022 | 1,461 | $ 1 | 232 | (6,348) | (4,654) | ||||
Balance, shares at Sep. 30, 2022 | 8,750,000 | 28,230,842 | |||||||
Balance at Dec. 31, 2021 | 1,461 | (2,751) | (1,290) | ||||||
Balance, shares at Dec. 31, 2021 | 8,750,000 | ||||||||
Net loss | (5,121) | (5,121) | |||||||
Issuance of Non-Voting Common Stock to Parent company members | $ 1 | (1) | |||||||
Issuance of Non-Voting Common Stock to Parent company members, shares | 28,179,592 | ||||||||
Issuance of Series “B” Preferred shares | 2,150 | 2,150 | |||||||
Issuance of Series "B" Preferred shares, shares | 381,658 | ||||||||
Stock-based compensation expense | 265 | 265 | |||||||
Stock-based compensation expense, shares | 51,250 | ||||||||
Balance at Dec. 31, 2022 | 1,461 | $ 1 | 2,414 | (7,872) | (3,996) | ||||
Balance, shares at Dec. 31, 2022 | 8,750,000 | 381,658 | 28,230,842 | ||||||
Net loss | (6,768) | (6,768) | |||||||
Issuance of Non-Voting Common Stock to Parent company members | $ 4,620 | ||||||||
Issuance of Non-Voting Common Stock to Parent company members, shares | 890,310 | ||||||||
Stock-based compensation expense | 1,333 | 1,333 | |||||||
Sale of Series “B” Preferred Stock shares, net of direct costs | 14,945 | 14,945 | |||||||
Sale of Series "B" Preferred Stock shares, net of direct costs, shares | 2,570,394 | ||||||||
Sale of Series “B-1” Preferred Stock shares, net of direct costs | 1,193 | 1,193 | |||||||
Sale of Series "B-1" Preferred Stock shares, net of direct costs, shares | 74,922 | ||||||||
Issuance of Series “B” Preferred Stock shares for conversion of Notes and accrued interest | 6,404 | 6,404 | |||||||
Issuance of Series "B" Preferred Stock shares for conversion of Notes and accrued interest, shares | 1,219,393 | ||||||||
Deemed dividend related to ROFN Agreement derivative liability | (1,461) | (1,112) | (2,573) | ||||||
Balance at Sep. 30, 2023 | $ 1 | $ 25,177 | $ (14,640) | $ 10,538 | |||||
Balance, shares at Sep. 30, 2023 | 8,750,000 | 4,171,445 | 74,922 | 28,230,842 |
Condensed Statements of Cash Fl
Condensed Statements of Cash Flows - USD ($) $ in Thousands | 9 Months Ended | 12 Months Ended | ||
Sep. 30, 2023 | Sep. 30, 2022 | Dec. 31, 2022 | Dec. 31, 2021 | |
Cash flows from operating activities | ||||
Net loss | $ (6,768) | $ (3,597) | $ (5,121) | $ (1,582) |
Adjustments to reconcile net loss to net cash used in operating activities: | ||||
Stock-based compensation expense | 1,333 | 233 | 265 | |
Other loss on derivative liability | 72 | |||
Amortization of convertible notes debt discount | 81 | 254 | 389 | |
Amortization of operating lease right-of-use asset | 291 | 94 | ||
Depreciation expense | 16 | |||
Changes in operating assets and liabilities: | ||||
Change in prepaid expenses | 2 | (21) | 8 | (37) |
Change in accounts payable and accrued expenses | 396 | 260 | 525 | 233 |
Change in other current assets | (91) | (22) | (6) | (24) |
Change in payable to Parent | 141 | |||
Change in operating lease liability | (273) | (220) | ||
Net cash used in operating activities | (4,800) | (2,893) | (4,066) | (1,410) |
Cash flows from investing activities | ||||
Purchases of property and equipment | (493) | |||
Net cash used in investing activities | (493) | |||
Cash flows from financing activities | ||||
ROFN Agreement payments to Parent | (2,645) | |||
Repayment and proceeds of note receivable from Parent | 300 | (300) | ||
Proceeds from borrowing from Parent | 975 | |||
Payment of loan to Parent | (225) | (225) | (750) | |
Loan to Parent | (360) | |||
Repayment from Parent | 60 | |||
Proceeds from net Parent investment | 292 | |||
Proceeds from issuance of convertible notes | 4,300 | 4,300 | 1,300 | |
Proceeds from issuance of Series B Preferred Stock, net of direct costs | 14,945 | 2,150 | ||
Proceeds from issuance of Series B-1 Preferred Stock, net of direct costs | 1,193 | |||
Net cash provided by financing activities | 13,793 | 3,775 | 5,925 | 1,817 |
Net increase in cash and cash equivalents | 8,500 | 882 | 1,859 | 407 |
Cash and cash equivalents, beginning of period | 2,266 | 407 | 407 | |
Cash and cash equivalents, end of period | 10,766 | 1,289 | 2,266 | 407 |
Supplemental disclosure of cash flow information: | ||||
Cash paid for income taxes | ||||
Cash paid for interest | 1 | |||
Supplemental disclosure of non-cash investing and financing activities: | ||||
Addition to derivative liability for debt issuance discount | 538 | 538 | ||
Obtaining operating lease right-of-use asset and liability | 2,799 | $ 2,293 | ||
Issuance of Series B Preferred Stock for conversion of Notes and accrued interest | 5,866 | |||
Reclassification of derivative liability for conversion of Notes to Series B Preferred Stock | $ 538 |
Organization, Description of Bu
Organization, Description of Business, and Liquidity | 9 Months Ended | 12 Months Ended |
Sep. 30, 2023 | Dec. 31, 2022 | |
Accounting Policies [Abstract] | ||
Organization, Description of Business, and Liquidity | 1. Organization, Description of Business, and Liquidity Organization and Business FibroBiologics, Inc. (the “Company” or “FibroBiologics”) was originally formed as a limited liability company (“LLC”) under the laws of the State of Texas on April 8, 2021 (“Inception”) and then converted to a Delaware corporation on December 14, 2021. FibroBiologics is an early stage, cell therapy company headquartered in Houston, Texas, developing innovative treatments for chronic diseases using fibroblast cells. The Company’s primary focus is the initiation and progression of preclinical studies and clinical-stage U.S. Food and Drug Administration trials related to fibroblast treatments for Degenerative Disc Disease, Multiple Sclerosis, Cancer, Wound Healing and other diseases. Prior to Inception, preclinical research and development related to these disease pathways took place under the parent company, SpinalCyte, LLC (the “Parent” or “FibroGenesis”). Going Concern and Management’s Plan The Company has incurred operating losses since Inception and expects such losses to continue in the future as it builds infrastructure, develops intellectual property and conducts research and development activities. The Company has primarily relied on a combination of angel investors and private debt placements to funds its operations. As of September 30, 2023, the Company had an accumulated deficit of $ 14,640 10,766 4,620 11,518 Segments Operating segments are identified as components of an enterprise about which separate discrete financial information is available for evaluation by the chief operating decision maker in making decisions regarding resource allocation and assessing performance. The chief executive officer, who is the chief operating decision maker, reviews financial information on an aggregate basis for purposes of allocating resources and evaluating financial performance. The Company operates and manages its business as a single operating segment and therefore one reportable segment. | 1. Organization, Description of Business, and Liquidity Organization and Business FibroBiologics, Inc. (the “Company”, “FibroBiologics”) was originally formed as an LLC under the laws of the State of Texas on April 8, 2021 (“Inception”) and then converted to a Delaware corporation on December 14, 2021. FibroBiologics is an early stage, cell therapy company headquartered in Houston, Texas, developing innovative treatments for chronic diseases using fibroblast cells. The Company’s primary focus is the initiation and progression of preclinical studies and clinical-stage FDA trials related to fibroblast treatments for Degenerative Disc Disease, Multiple Sclerosis, Cancer, Wound Healing and other diseases. Prior to Inception, preclinical research and development related to these disease pathways took place under our parent company, SpinalCyte, LLC (the “Parent”, “FibroGenesis”). Going Concern and Management’s Plan The Company has incurred operating losses since Inception and expects such losses to continue in the future as it builds infrastructure, develops intellectual property and conducts research and development activities. The Company has primarily relied on a combination of angel investors and private debt placements to funds its operations. As of December 31, 2022, the Company had an accumulated deficit of $ 7,872 2,266 5 10 Segments Operating segments are identified as components of an enterprise about which separate discrete financial information is available for evaluation by the chief operating decision maker in making decisions regarding resource allocation and assessing performance. The chief executive officer, who is the chief operating decision maker, reviews financial information on an aggregate basis for purposes of allocating resources and evaluating financial performance. The Company operates and manages its business as a single operating segment and therefore one reportable segment. |
Summary of Significant Accounti
Summary of Significant Accounting Policies | 9 Months Ended | 12 Months Ended |
Sep. 30, 2023 | Dec. 31, 2022 | |
Accounting Policies [Abstract] | ||
Summary of Significant Accounting Policies | 2. Summary of Significant Accounting Policies Basis of Presentation The accompanying Unaudited Condensed Financial Statements have been prepared in accordance with accounting principles generally accepted in the United States of America (“GAAP”). The accompanying condensed balance sheet as of September 30, 2023, condensed statements of operations for the nine months ended September 30, 2023 and 2022, condensed statements of stockholders’ equity/(deficit) for the nine months ended September 30, 2023 and 2022, and condensed statements of cash flows for the nine months ended September 30, 2023 and 2022, are unaudited. These Unaudited Condensed Financial Statements have been prepared in accordance with the rules and regulations of the United States Securities and Exchange Commission for interim financial information. Accordingly, they do not include all of the information and footnotes required by GAAP for complete financial statements. These Unaudited Condensed Financial Statements should be read in conjunction with the audited financial statements and the accompanying notes for the year ended December 31, 2022. The unaudited condensed financial statements have been prepared on the same basis as the annual consolidated financial statements and, in the opinion of management, reflect all adjustments (consisting of normal recurring adjustments) necessary to state fairly the Company’s financial position as of September 30, 2023, the results of operations for the nine months ended September 30, 2023 and 2022, the unaudited condensed statements of stockholders’ equity/(deficit) for the nine months ended September 30, 2023 and 2022 and the unaudited condensed statements of cash flows for the nine months ended September 30, 2023 and 2022. The December 31, 2022, condensed balance sheet included herein was derived from the audited financial statements, but it does not include all disclosures or notes required by GAAP for complete financial statements. The financial data and other information disclosed in these notes to the condensed financial statements related to the nine months ended September 30, 2023 and 2022, are unaudited. Interim results are not necessarily indicative of results for an entire year or for any future period. During the period from January 1, 2021, to its formation on April 8, 2021, the Company operated as a line of business of FibroGenesis rather than as a separate stand-alone entity. Consequently, prior to the Company’s formation on April 8, 2021, the financial statements were derived from the historical accounting records of the Parent. All general and administrative expenses and research and development expenses directly associated with the business activity of the Company that were originally incurred by the Parent from January 1, 2021, through the Company’s formation on April 8, 2021, were allocated and included in the Company’s financial statements. The resulting net Parent investment is presented within stockholders’ equity/(deficit) and represents the Parent’s interest in the recorded net assets of the Company. The accompanying Unaudited Condensed Financial Statements do not include any allocations from the Parent other than the net Parent investment included in the beginning stockholders’ equity/(deficit) and have been prepared in accordance with GAAP. In October 2023, the Company amended and restated its certificate of incorporation with the State of Delaware to immediately effect a 1-for-4 shares reverse stock split. All share and per share amounts have been adjusted on a retroactive basis to reflect the effect of the reverse stock split. Use of Estimates The preparation of the Unaudited Condensed 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 Unaudited Condensed Financial Statements and the reported amounts of expenses during the reporting periods. These estimates are based on information available as of the date of the Unaudited Condensed Financial Statements; therefore, actual results could differ from those estimates and assumptions. Concentration of Credit Risk Financial instruments that potentially subject the Company to concentrations of credit risk consist principally of cash and cash equivalents. The Company has significant cash balances at financial institutions, which, throughout the year, regularly exceed the federally insured limit of $ 250,000 Risks and Uncertainties The Company is subject to certain risks and uncertainties, including, but not limited to changes in any of the following areas that the Company believes could have a material adverse effect on the future financial position or results of operations: the timing of, and the Company’s ability to advance its current and future product candidates into and through clinical development; costs and timelines associated with the manufacture of clinical supplies of the Company’s product candidates; regulatory approval and market acceptance of its product candidates; performance of third-party contract research organizations (“CROs”) and contract manufacturing organizations (“CMOs”); competition from pharmaceutical companies with greater financial resources or expertise; protection of the intellectual property, litigation or claims against the Company based on intellectual property, or other factors; the need to obtain additional funding; and its ability to attract and retain employees necessary to support its growth. Disruption from the operations of CROs, CMOs or suppliers would likely have a negative impact on the Company’s business, financial position and results of operations. Cash and Cash Equivalents Cash and cash equivalents consist of unrestricted cash balances and short-term, liquid investments with an original maturity date of three months or less at the time of purchase. Property and Equipment Property and equipment include laboratory equipment that is recorded at cost and depreciated using the straight-line method over the estimated useful lives of five years. Depreciation expense of $ 16 No Property and equipment are reviewed for impairment whenever events or changes in circumstances indicate that the carrying amount of the assets might not be recoverable. Conditions that would necessitate an impairment assessment include a significant decline in the observable market value of an asset, a significant change in the extent or manner in which an asset is used, or a significant adverse change that would indicate that the carrying amount of an asset or group of assets is not recoverable. For long-lived assets to be held and used, the Company will recognize an impairment loss only if the carrying amount is not recoverable through its undiscounted cash flows and measure any impairment loss based on the difference between the carrying amount and estimated fair value. There were no such losses for the nine months ended September 30, 2023 and 2022. Fair Value Measurements Accounting Standards Codification (“ASC”) 820, Fair Value Measurement Level 1 - Quoted market prices in active markets for identical assets or liabilities. Level 2 - Inputs other than Level 1 inputs that are either directly or indirectly observable, such as quoted market prices, interest rates and yield curves. Level 3 - Unobservable inputs for the asset or liability (i.e., supported by little or no market activity). Level 3 inputs include management’s own assumptions about the assumptions that market participants would use in pricing the asset or liability (including assumptions about risk). Categorization within the valuation hierarchy is based upon the lowest level of input that is significant to the fair value measurement. Research and Development Research and development costs are charged to expense as incurred. Research and development costs consist of costs incurred in performing research and development activities, including salaries and bonuses, scientist recruiting costs, employee benefits, facilities costs, laboratory supplies, manufacturing expenses, preclinical expenses, research materials, and consulting and other contracted services. Costs for certain research and development activities are recognized based on the terms of the individual arrangements, which may differ from the pattern of costs incurred, and are reflected in the Unaudited Condensed Financial Statements as prepaid or accrued research and development. Patent Costs As the Company continues to incur costs to obtain market approval of patented technology, patent costs are expensed as incurred in general, administrative and other expense in the Unaudited Condensed Statements of Operations. Costs include fees to renew or extend the term of recognized intangible assets, patent defense costs, and patent application costs. Management will continue to expense such costs until market approval is obtained through regulatory approval by the appropriate governing body. Income Taxes On December 14, 2021, the Company converted from a partnership LLC to a C corporation. Subsequent to this date, the Company began accounting for income taxes under the asset and liability method. Under this method, deferred tax assets and liabilities are determined based on the difference between the financial statement and tax basis of assets and liabilities using enacted tax rates in effect for the year in which the differences are expected to reverse. Valuation allowances are established when necessary to reduce deferred tax assets to an amount that is more likely than not to be realized. Under the provisions of ASC 740-10, Income Taxes | 2. Summary of Significant Accounting Policies Basis of Presentation During the initial period during 2021 prior to its formation on April 8, 2021, the Company operated as a line of business of FibroGenesis rather than as a separate stand-alone entity. Consequently, stand-alone financial statements were not historically prepared for FibroBiologics. These Financial Statements have been prepared in connection with the formation and planned public listing of FibroBiologics and, prior to the Company’s formation on April 8, 2021, were derived from the historical accounting records of the Parent. All expenses, assets, and liabilities directly associated with the business activity of the Company as well as certain allocations from the Parent are included in the Financial Statements. Such allocations include the Company’s portion of general and administrative expenses and research and development expenses originally incurred by the Parent prior to the Company’s formation on April 8, 2021, for the disease pathways now pursued by FibroBiologics. The expense allocations were determined by management and derived from the number of patents transferred to the Company through the patent transfer and assignment agreement between FibroBiologics and FibroGenesis. Patents were determined to be the most reasonable basis for allocation because patent development is the main driver of business activity for each entity during the preclinical phase, and they are the strongest proxy for expenses incurred by the Parent on behalf of the Company. Management believes the assumptions underlying the Financial Statements, including the assumptions regarding the allocation of expenses from the Parent, are reasonable. However, amounts recognized by the Company are not necessarily representative of the amounts that would have been reflected in the Financial Statements had the Company operated independently of the Parent as a standalone entity during the periods presented. The accompanying Financial Statements have been prepared in accordance with accounting principles generally accepted in the United States of America (“GAAP”). Net Parent Investment Because the Financial Statements are derived from the historical records of the Parent, the net Parent investment is presented within stockholders’ deficit on the Balance Sheets. As a subsidiary of the Parent, the Company was dependent upon the Parent for all of its working capital and financing requirements prior to entering into the Convertible Note agreements. Financial transactions that relate to FibroBiologics but occurred at the Parent level are accounted for through the net Parent investment account. Accordingly, none of the Parent’s cash, cash equivalents, or debt has been assigned to the Company in the financial statements. Net Parent investment represents the Parent’s interest in the recorded net assets of the Company. Use of Estimates The preparation of the 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 Financial Statements and the reported amounts of expenses during the reporting periods. These estimates are based on information available as of the date of the Financial Statements; therefore, actual results could differ from those estimates and assumptions. Concentration of Credit Risk Financial instruments that potentially subject the Company to concentrations of credit risk consist principally of cash and cash equivalents. The Company has significant cash balances at financial institutions, which, throughout the year, regularly exceed the federally insured limit of $ 250,000 Risks and Uncertainties The Company is subject to certain risks and uncertainties, including, but not limited to changes in any of the following areas that the Company believes could have a material adverse effect on the future financial position or results of operations: the timing of, and the Company’s ability to advance its current and future product candidates into and through clinical development; costs and timelines associated with the manufacture of clinical supplies of the Company’s product candidates; regulatory approval and market acceptance of its product candidates; performance of third-party contract research organizations (“CROs”) and contract manufacturing organizations (“CMOs”); competition from pharmaceutical companies with greater financial resources or expertise; protection of the intellectual property, litigation or claims against the Company based on intellectual property, or other factors; the need to obtain additional funding; and its ability to attract and retain employees necessary to support its growth. Disruption from CROs’, CMOs’ or suppliers’ operations would likely have a negative impact on the Company’s business, financial position and results of operations. Cash and Cash Equivalents Cash and cash equivalents consist of unrestricted cash balances and short-term, liquid investments with an original maturity date of three months or less at the time of purchase. Fair Value Measurements Accounting Standards Codification (“ASC”) Topic 820, Fair Value Measurement (“ASC 820”), establishes a fair value hierarchy for instruments measured at fair value that distinguishes between assumptions based on market data (observable inputs) and the Company’s own assumptions (unobservable inputs). Observable inputs are inputs that market participants would use in pricing the asset or liability based on market data obtained from sources independent of the Company. Unobservable inputs are inputs that reflect the Company’s assumptions about the inputs that market participants would use in pricing the assets or liability and are developed based on the best information available in the circumstances. ASC 820 identifies fair value as the price that would be received to sell an asset or paid to transfer a liability in an orderly transaction between market participants at the measurement date. As a basis for considering market participant assumptions in fair value measurements, ASC 820 establishes a three-tiered value hierarchy that distinguishes between the following: Level 1 - Quoted market prices in active markets for identical assets or liabilities. Level 2 - Inputs other than Level 1 inputs that are either directly or indirectly observable, such as quoted market prices, interest rates and yield curves. Level 3 - Unobservable inputs for the asset or liability (i.e., supported by little or no market activity). Level 3 inputs include management’s own assumptions about the assumptions that market participants would use in pricing the asset or liability (including assumptions about risk). Research and Development Research and development costs are charged to expense as incurred. Research and development costs consist of costs incurred in performing research and development activities, including salaries and bonuses, scientist recruiting costs, employee benefits, facilities costs, laboratory supplies, manufacturing expenses, preclinical expenses, research materials, and consulting and other contracted services. Costs for certain research and development activities are recognized based on the terms of the individual arrangements, which may differ from the pattern of costs incurred, and are reflected in the Financial Statements as prepaid or accrued research and development. Patent Costs As the Company continues to incur costs to obtain market approval of patented technology, patent costs are expensed as incurred. Costs include fees to renew or extend the term of recognized intangible assets, patent defense costs, and patent application costs. Management will continue to expense such costs until market approval is obtained through regulatory approval by the appropriate governing body. Income Taxes On December 8, 2021, the Company converted from a partnership LLC to a C-Corp. Subsequent to this date, the Company began accounting for income taxes under the asset and liability method. Under this method, deferred tax assets and liabilities are determined based on the difference between the financial statement and tax basis of assets and liabilities using enacted tax rates in effect for the year in which the differences are expected to reverse. Valuation allowances are established when necessary to reduce deferred tax assets to an amount that is more likely than not to be realized. Under the provisions of ASC 740-10, Income Taxes, the Company evaluates uncertain tax positions by reviewing against applicable tax law all positions taken by the Company with respect to tax years for which the statute of limitations is still open. ASC 740-10 provides that a tax benefit from an uncertain tax position may be recognized when it is more likely than not that the position will be sustained upon examination, including resolutions of any related appeals or litigation processes, based on the technical merits. The Company recognizes interest and penalties related to the liability for unrecognized tax benefits, if any, as a component of the income tax expense line in the accompanying Statements of Operations. Recently Adopted Accounting Pronouncements In August 2020, the FASB issued ASU No. 2020-06, Debt—Debt with Conversion and Other Options (Subtopic 470-20) and Derivatives and Hedging—Contracts in Entity’s Own Equity (Subtopic 815-40): Accounting for Convertible Instruments and Contracts in an Entity’s Own Equity (ASU 2020-06), which simplifies the accounting for convertible instruments by reducing the number of accounting models available for convertible debt instruments. This guidance also eliminates the treasury stock method to calculate diluted earnings per share for convertible instruments and requires the use of the if-converted method. The Company has early adopted this standard as of January 1, 2021, which is currently reflected in its Financial Statements. In December 2019, the FASB issued ASU No. 2019-12, Income Taxes (Topic 740). The amendments in ASU No. 2019-12 simplify the accounting for income taxes by removing certain exceptions to the general principles in Topic 740. The amendments also improve consistent application of and simplify U.S. GAAP or other areas of Topic 740 by clarifying and amending existing guidance. The new standard was effective for the Company on January 1, 2022, and for interim periods beginning on January 1, 2023. The Company has adopted this standard which is currently reflected in its Financial Statements. |
Net Loss Per Share Attributable
Net Loss Per Share Attributable to Common Stockholders | 9 Months Ended | 12 Months Ended |
Sep. 30, 2023 | Dec. 31, 2022 | |
Earnings Per Share [Abstract] | ||
Net Loss Per Share Attributable to Common Stockholders | 3. Net Loss Per Share Attributable to Common Stockholders The following table summarizes the computation of basic and diluted net loss per share attributable to common stockholders of the Company: Schedule of Basic And Diluted Net Loss Per Share Attributable To Common Stockholders Nine Months Ended September 30, (in thousands, except share and per share amounts) 2023 2022 Numerator: Net loss $ (6,768 ) $ (3,597 ) Adjustment to numerator for earnings per share: Deemed dividend (2,573 ) — Net loss attributable to common stockholders $ (9,341 ) $ (3,597 ) Denominator: Weighted-average number of common shares outstanding, basic and diluted 28,230,842 28,230,842 Net loss per common share attributable to common stockholders, basic and diluted $ (0.33 ) $ (0.13 ) As further described in Note 6, the Company issued 28,230,842 As further described in Note 10, the Company agreed to pay to FibroGenesis 15% of the gross proceeds from any equity investments in FibroBiologics prior to an IPO, Direct Listing or Sale of the Company to eliminate upon the occurrence of such event the Series A Preferred Stock and its $ 35 1,461 1,112 The Company had $ 5,600 10,000 790,459 | 3. Net Loss Per Share Attributable to Common Stockholders The following table summarizes the computation of basic and diluted net loss per share attributable to common stockholders of the Company: Schedule of Basic And Diluted Net Loss Per Share Attributable To Common Stockholders Year Ended December 31, (in thousands, except share and per share amounts) 2022 2021 Numerator: Net loss attributable to common stockholders: $ (5,121 ) $ (1,582 ) Adjustment to numerator for earnings per share: Deemed dividend Net loss attributable to common stockholders $ $ Denominator: Weighted-average number of common shares outstanding, basic and diluted 28,230,842 N/A Net loss per common share attributable to common stockholders, basic and diluted (1) $ (0.18 ) $ N/A (1) The Company had no shares of its common stock issued and outstanding during the year ended December 31, 2021. As further described in Note 6, the Company issued 28,230,842 381,658 The Company had $ 5,600 10,000 801,145 |
Fair Value of Financial Instrum
Fair Value of Financial Instruments | 9 Months Ended | 12 Months Ended |
Sep. 30, 2023 | Dec. 31, 2022 | |
Fair Value Disclosures [Abstract] | ||
Fair Value of Financial Instruments | 4. Fair Value of Financial Instruments As of December 31, 2022, the Company measured its derivative liability related to the conversion option feature in the 2022 Notes, as described in Note 5, at fair value. This derivative liability was classified within Level 3 of the value hierarchy because the liability was based upon a valuation model that used inputs and assumptions including potential outcomes, interest rates, probabilities, and timing. As of September 30, 2023 , The carrying amounts of cash and cash equivalents, prepaid expenses, other current assets, accounts payable, accrued expenses, convertible notes payable, and Parent company payable and receivable approximate their fair values due to their short-term maturities. There were no transfers in or out of Level 1, Level 2 or Level 3 assets and liabilities for the nine months ended September 30, 2023 and 2022. | 4. Fair Value of Financial Instruments As of December 31, 2022, the Company measures its derivative liability related to the conversion option feature in the 2022 Notes, as described in Note 5, at fair value. This derivative liability is classified within Level 3 of the value hierarchy because the liability is based upon a valuation model that uses inputs and assumptions including potential outcomes, interest rates, probabilities, and timing. As of December 31, 2021, the Company did not have any financial instruments measured at fair value on a recurring basis. The carrying amounts of cash and cash equivalents, prepaid expenses, other current assets, accounts payable, accrued expenses, convertible notes payable, and Parent company payable and receivable approximate their fair values due to their short-term maturities. There were no transfers in or out of Level 1, Level 2 or Level 3 assets and liabilities for the years ended December 31, 2022 and 2021. |
Convertible Notes Payable
Convertible Notes Payable | 9 Months Ended | 12 Months Ended |
Sep. 30, 2023 | Dec. 31, 2022 | |
Debt Disclosure [Abstract] | ||
Convertible Notes Payable | 5. Convertible Notes Payable The Company entered into multiple convertible promissory note agreements in December 2021 (collectively, the “2021 Notes”). Under the 2021 Notes, the Company received $ 1,300 6.0% In the event that the Company issues and sells shares of its capital stock in excess of $ 10,000 Based on the terms of the 2021 Notes, the Company evaluated the conversion option feature in accordance with ASC 815, Derivatives and Hedging At the inception of the 2021 Notes, and at December 31, 2022, the Company determined that an embedded derivative for the conversion feature did not meet the criteria because it met the “indexed to the entity’s own stock” exception and therefore was not required to be bifurcated from the host instrument. The Company issued additional convertible promissory notes between January and April 2022 with a total principal amount of $ 4,300 a) a 15% discount to the offering price of the Company’s common stock in the event of an initial public offering of the Company or b) the quotient of $200,000 thousand divided by total equity interests prior to the dilution from the offering. The conversion option feature in the 2022 Notes was evaluated in accordance with ASC 815, and a derivative liability for the $538 thousand estimated fair value of the conversion option was recorded at the time the notes were issued and as of December 31, 2022 The interest expense, excluding amortization of the discount recorded on the 2022 Notes, on the 2021 and 2022 Notes for the nine months ended September 30, 2023 and 2022, was $ 65 180 In February 2023, the Company converted the principal and interest on $ 3,700 799,603 1,300 300 353,713 300 66,077 The convertible debt balances consisted of the following at September 30, 2023, and December 31, 2022: Schedule of Convertible Debt (in thousands) September 30, 2023 December 31, 2022 Convertible notes principal $ — $ 5,600 Convertible notes discount — (149 ) Convertible notes payable, net of discount $ — $ 5,451 | 5. Convertible Notes Payable The Company entered into multiple convertible promissory note agreements in December 2021 (collectively the “2021 Notes”). Under the 2021 Notes, the Company received $ 1,300 6.0% In the event that the Company issues and sells shares of its capital stock in excess of $ 10,000 Based on the terms of the 2021 Notes, the Company evaluated the conversion option feature in accordance with ASC 815 Derivatives and Hedging. It provides three criteria that, if met, require companies to bifurcate conversion options from their host instruments and account for them as freestanding derivative financial instruments. These three criteria include circumstances in which (a) the economic characteristics and risks of the embedded derivative instrument are not clearly and closely related to the economic characteristics and risks of the host contract, (b) the hybrid instrument that embodies both the embedded derivative instrument and the host contract is not re-measured at fair value under otherwise applicable generally accepted accounting principles with changes in fair value reported in earnings as they occur and (c) a separate instrument with the same terms as the embedded derivative instrument would be considered a derivative instrument. At the inception of the 2021 Notes, and at December 31, 2021 and 2022, the Company determined that an embedded derivative for the conversion feature did not meet the criteria because it met the “indexed to the entity’s own stock” exception and therefore was not required to be bifurcated from the host instrument. The Company issued additional convertible promissory notes between January and April 2022 with a total principal amount of $ 4,300 a) a 15% discount to the offering price of the Company’s common stock in the event of an initial public offering of the Company or b) the quotient of $200,000 thousand divided by total equity interests prior to the dilution from the offering. The conversion option feature in the 2022 Notes was evaluated in accordance with ASC 815, and a derivative liability for the $538 thousand estimated fair value of the conversion option was recorded at the time the notes were issued and as of December 31, 2022 The interest expense, excluding amortization of the discount recorded on the 2022 Notes, on the 2021 and 2022 Notes for the years ended December 31, 2022 and 2021, was $ 265 4 The convertible debt balances consisted of the following at December 31, 2022 and 2021: Schedule of Convertible Debt (in thousands) 2022 2021 December 31, (in thousands) 2022 2021 Convertible notes principal $ 5,600 $ 1,300 Convertible notes discount (149 ) — Convertible notes payable, net of discount $ 5,451 $ 1,300 |
Stockholders_ Equity_(Deficit)
Stockholders’ Equity/(Deficit) / Net Parent Investment | 9 Months Ended | 12 Months Ended |
Sep. 30, 2023 | Dec. 31, 2022 | |
Equity [Abstract] | ||
Stockholders’ Equity/(Deficit) / Net Parent Investment | 6. Stockholders’ Equity/(Deficit) / Net Parent Investment Authorized Capital - 20,000,000 12,500,000 8,750,000 35,000 62,500,000 28,230,842 28,179,592 51,250 168 In December 2022, the Company amended its Certificate of Incorporation to authorize 2,500,000 381,658 2,150 In January 2023, to reflect the ROFN Agreement with its Parent, as further discussed in Note 10, the Company amended its Certificate of Incorporation to a) eliminate upon IPO, Direct Listing, or Sale of the Company the Series “A” Preferred Stock $ 35,000 In April 2023, the Company amended its Certificate of Incorporation to authorize 10,000,000 5,000,000 5,000,000 During the first nine months of 2023, the Company raised $ 4,620 890,310 10,325 1,680,084 1,193 74,922 8,890 In October 2023, the Company amended and restated its certificate of incorporation with the State of Delaware to increase to 100,000,000 0.00001 30,000,000 0.00001 2,500 0.00001 13,000 The Series C Preferred Stock is not entitled to dividends, has a liquidation preference of $ 18.00 | 6. Stockholders’ Deficit / Net Parent Investment Stockholders’ Equity/(Deficit) / Net Parent Investment Authorized Capital - 12,500,000 8,750,000 35,000 62,500,000 28,230,842 28,179,592 51,250 168 None In December 2022, the Company amended its Certificate of Incorporation to authorize 2,500,000 381,658 2,150 |
Share Subscription Agreement
Share Subscription Agreement | 9 Months Ended | 12 Months Ended |
Sep. 30, 2023 | Dec. 31, 2022 | |
Share Subscription Agreement | ||
Share Subscription Agreement | 7. Share Subscription Agreement On November 12, 2021, the Company entered into a Share Purchase Agreement with certain investors for the sale of up to $ 100,000 Major terms of the agreement include a commitment fee of 2% 700,000 The Company may request a drawdown, or sale of common stock shares to the investors, over the five-year term of this agreement following the public listing unless terminated earlier. The amount of the drawdowns requested is limited by the trading volumes of the Company’s common stock shares over the 30-day period preceding the drawdown, and the price per share is equal to 90% of the average price per share over that same period. A 1% fee must be paid to the investors if the Company is sold in a private sale transaction rather than completing a public listing of its shares. | 7. Share Subscription Agreement On November 12, 2021, the Company entered into a Share Purchase Agreement with certain investors for the sale of up to $ 100,000 Major terms of the agreement include a commitment fee of 2 700,000 The Company may request a drawdown, or sale of common stock shares to the investors, over the five-year term of this agreement following the public listing unless terminated earlier. The amount of the drawdowns requested is limited by the trading volumes of the Company’s common stock shares over the 30-day period preceding the drawdown, and the price per share is equal to 90% of the average price per share over that same period. A 1% fee must be paid to the investors if the Company is sold in a private sale transaction rather than completing a public listing of its shares. |
Income Taxes
Income Taxes | 9 Months Ended | 12 Months Ended |
Sep. 30, 2023 | Dec. 31, 2022 | |
Income Tax Disclosure [Abstract] | ||
Income Taxes | 8. Income Taxes A reconciliation of the income tax benefit computed using the federal statutory income tax rate to the Company’s effective income tax rate is as follows: Schedule of Effective Income Tax Rate Nine Months Ended Nine Months Ended Federal statutory rate (21.0 )% (21.0 )% Permanent items — — True up prior year net operating loss deferred tax asset — (8.7 ) Other changes 0.2 (1.2 ) Change in valuation allowance 20.8 30.9 Total 0.0 % 0.0 % The components of the Company’s net deferred tax assets are as follows: Schedule of Net Deferred Tax Assets (in thousands of dollars) September 30, 2023 December 31, 2022 Deferred tax assets: Net operating loss carryforwards $ 1,862 $ 896 Lease liability 378 435 Capitalized research and development 614 299 Derivative liability — 31 Accrued liabilities 124 81 Stock compensation 99 17 Deferred tax assets 3,077 1,759 Deferred tax liabilities: Lease right-of-use asset (400 ) (462 ) Unamortized debt discount — (31 ) Deferred tax liabilities (400 ) (493 ) Less: valuation allowance (2,677 ) (1,266 ) Net deferred tax assets $ — $ — The Company was initially formed as an LLC and was converted to a Delaware corporation in December 2021. As a result of generating net operating losses during the years ended December 31, 2022 and 2021, the Company had no income tax expense for years ended December 31, 2022 and 2021. As of September 30, 2023, the Company had U.S. federal net operating loss (“NOL”) carryforwards of $ 8,867 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 Internal Revenue Code (“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 United States must be amortized over a 5-year period if incurred, and R&E expenses incurred outside the United States 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 year ended 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 Company has included the impact of this provision, which resulted in a deferred tax asset of approximately $ 614 Management has evaluated the positive and negative evidence bearing upon the realizability of the Company’s net deferred tax assets and has determined that it is more likely than not that the Company will not recognize the benefits of the net deferred tax assets. As a result, the Company has recorded a full valuation allowance at September 30, 2023, and December 31, 2022. The Company will continue to assess the realizability of its deferred tax assets going forward and will adjust the valuation allowance as needed. As of September 30, 2023, and December 31, 2022, the Company had no uncertain tax positions. The Company recognizes both interest and penalties associated with unrecognized tax benefits as a component of income tax expense. The Company has not recorded any interest or penalties for unrecognized tax benefits since its inception. | 8. Income Taxes A reconciliation of the income tax benefit computed using the federal statutory income tax rate to the Company’s effective income tax rate is as follows: Schedule of Effective Income Tax Rate 2022 2021 Year Ended December 31, 2022 2021 Federal statutory rate (21.0 )% (21.0 )% Permanent items 0.8 — True up prior year NOL deferred tax asset (6.1 ) — Other changes 1.9 — Change in valuation allowance 24.4 21.0 % Total 0.0 % 0.0 % The components of the Company’s net deferred tax assets are as follows: Schedule of Net Deferred Tax Assets (in thousands of dollars) December 31, 2022 December 31, 2021 Deferred tax assets: Net operating loss carryforwards $ 896 $ — Lease liability 435 Capitalized research and development 299 Derivative liability 31 Accrued liabilities 81 17 Stock compensation 17 Deferred tax assets 1,759 17 Deferred tax liabilities: Lease right-of-use asset (462 ) — Unamortized debt discount (31 ) — Deferred tax liabilities (493 ) — Less: valuation allowance (1,266 ) (17 ) Net deferred tax assets $ — $ — The Company was initially formed as an LLC and was converted to a Delaware corporation in December 2021. As a result of generating net operating losses during the years ended December 31, 2022 and 2021, the Company had no income tax expense for years ended December 31, 2022 and 2021. As of December 31, 2022, the Company had U.S. federal net operating loss (NOL) carryforwards of $ 4,265 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 year ended 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. We have included the impact of this provision, which results in a deferred tax asset of approximately $ 299 Management has evaluated the positive and negative evidence bearing upon the realizability of the Company’s net deferred tax assets and has determined that it is more likely than not that the Company will not recognize the benefits of the net deferred tax assets. As a result, the Company has recorded a full valuation allowance at December 31, 2022 and 2021. The Company will continue to assess the realizability of its deferred tax assets going forward and will adjust the valuation allowance as needed. As of December 31, 2022 and 2021, the Company had no uncertain tax positions. The Company recognizes both interest and penalties associated with unrecognized tax benefits as a component of income tax expense. The Company has not recorded any interest or penalties for unrecognized tax benefits since its inception. |
Leases, Commitments and Conting
Leases, Commitments and Contingencies | 9 Months Ended | 12 Months Ended |
Sep. 30, 2023 | Dec. 31, 2022 | |
Commitments and Contingencies Disclosure [Abstract] | ||
Leases, Commitments and Contingencies | 9. Leases, Commitments and Contingencies The Company has elected in accordance with ASC 842-20-25-2 an accounting policy to not record short-term leases, defined as those with terms of 12 months or less, on the Condensed Balance Sheets. Rent expense recorded under leases, for financial statement purposes, is recognized on a straight-line basis over the lease term based on the most recent contractual terms available. As of December 31, 2021, the Company had entered into two short-term lease agreements for lab and office space. The Company opted on March 30, 2022, to extend the lease term for one of its leases for lab and office space, with a commencement date for the lease extension on May 1, 2022. The extended lease term was 126 months and was accounted for as an operating lease under the ASC 842 guidance for lease accounting. 2,799 2,799 The Company expanded the scope and extended for six months the term for the remaining lease for temporary lab and office space on July 1, 2022, then further expanded the scope on August 1, 2022, and October 7, 2022, which increased the monthly license fee to $ 15 In January 2023, the Company extended this lease for an additional six months and it expired at the end of June 2023. In October 2022, the Company entered into a lease agreement for office space with a term of 62 months, which expires on November 30, 2027. 2,293 7.5% In June 2023, the Company entered into a new lease for temporary lab and office space for its research operations. This lease has a term of 12 months and monthly rent of $ 6 7 Rent expense for the nine months ended September 30, 2023 and 2022, was $ 504 198 2,104 65 As of September 30, 2023, future minimum payments during the remaining period and the next five years are as follows (in thousands): Schedule of Operating Lease Liabilities (in thousands of dollars) 2023 $ 86 2024 477 2025 488 2026 544 2027 509 Thereafter — Total lease payments 2,104 Less: imputed interest (304 ) Total lease liabilities 1,800 Less: current lease liabilities (353 ) Total non-current lease liabilities $ 1,447 | 9. Leases, Commitments and Contingencies Effective January 1, 2020, the Company adopted ASU 2016-02, Leases (Topic 842) to account for the Company’s leases. The Company elected to apply the short-term lease practical expedient upon adoption. Due to the short-term nature of the leases, the Company elected an accounting policy to not record short-term leases on the Balance Sheets. ASC 842-20-25-2 allows a lessee to elect an accounting policy to not record short-term leases, defined as those with terms of 12 months or less, on the balance sheet. In accordance with GAAP, rent expense for financial statement purposes was recognized on a straight-line basis over the lease term based on the most recent contractual terms available. As of December 31, 2021, the Company had entered into two short-term lease agreements for lab and office space. The Company opted on March 30, 2022, to extend the lease term for one of its leases for lab and office space, with a commencement date for the lease extension on May 1, 2022. The extended lease term was 126 months 2,799 2,799 The Company expanded the scope and extended for six months the term for the remaining lease for temporary lab and office space on July 1, 2022, and then further expanded the scope on August 1, 2022, and October 7, 2022. The monthly license fee increased to $ 15 In October 2022, the Company entered into a lease agreement for office space with a term of 62 months 2,293 7.5 Rent expense under operating leases for the years ended December 31, 2022 and 2021, was $ 392 26 2,484 Maturities of operating lease liabilities as of December 31, 2022, were as follows: Schedule of Operating Lease Liabilities (in thousands of dollars) 2023 $ 466 2024 477 2025 488 2026 544 2027 509 Thereafter — Total lease payments 2,484 Less: imputed interest (411 ) Total lease liabilities 2,073 Less: current lease liabilities (326 ) Total non-current lease liabilities $ 1,747 |
Related Party Transactions
Related Party Transactions | 9 Months Ended | 12 Months Ended |
Sep. 30, 2023 | Dec. 31, 2022 | |
Related Party Transactions [Abstract] | ||
Related Party Transactions | 10. Related Party Transactions As of December 31, 2021, the Company had an outstanding related party Parent company payable of $ 225 The Company repaid in April 2022 the remaining Parent company payable of $ 225 300 60 300 As described in Note 6, the Company acquired from FibroGenesis certain in-process research and development and patent assets through Patent Assignment and Intellectual Property Cross-License Agreements. The Patent Assignment Agreement transferred the right, title and interest in and to certain patents from FibroGenesis to the Company for further development. The Intellectual Property Cross-License Agreement grants to the Company exclusive rights to patents owned by FibroGenesis in a limited field of use, which includes the diagnosis, treatment, prevention and palliation of a) spinal diseases, disorders, or conditions, b) cancer, c) orthopedics diseases, disorders or conditions, and d) multiple sclerosis. In January 2023, the Company entered into an Agreement Regarding Right of First Negotiation (“ROFN Agreement”) with its Parent, FibroGenesis. In exchange for FibroGenesis’ consent to amend the Certificate of Incorporation to a) eliminate upon IPO, Direct Listing, or Sale of the Company the Series A Preferred Stock $ 35,000 15 2,573 323 15 16,418 2,322 no 141 | 10. Related Party Transactions As of December 31, 2021, the Company had an outstanding related party Parent company payable of $ 225 The Company repaid in April 2022 the remaining Parent company payable of $ 225 300 60 As described in Note 6, the Company acquired from FibroGenesis certain in-process research and development and patent assets through Patent Assignment and Intellectual Property Cross-License Agreements. The Patent Assignment Agreement transferred the right, title and interest in and to certain patents from FibroGenesis to the Company for further development. The Intellectual Property Cross-License Agreement grants to the Company exclusive rights to patents owned by FibroGenesis in a limited field of use, which includes the diagnosis, treatment, prevention and palliation of a) spinal diseases, disorders, or conditions, b) cancer, c) orthopedics diseases, disorders or conditions, and d) multiple sclerosis. |
Share-based Compensation
Share-based Compensation | 9 Months Ended | 12 Months Ended |
Sep. 30, 2023 | Dec. 31, 2022 | |
Share-Based Payment Arrangement [Abstract] | ||
Share-based Compensation | 11. Share-based Compensation The Company adopted on August 10, 2022, and the stockholders approved on August 18, 2022, the 2022 Stock Plan (the “Plan”). The Plan provides for the grant of incentive stock options, nonstatutory stock options, stock appreciation rights, restricted stock awards, restricted stock unit awards, and other stock awards. The Plan, through the grant of stock awards, is intended to help the Company secure and retain the services of eligible award recipients, provide incentives for such persons to exert maximum efforts for the success of the Company and provide a means by which the eligible recipients may benefit from increases in value of the common stock. In September 2022, the Company issued a total of 101,250 3.28 3,689,750 2.28 2,500 3.28 As of September 30, 2023, and December 31, 2022, there were 8,711,500 12,398,750 Stock-based compensation expense is recognized in the Condensed Statements of Operations as follows: Schedule of Stock Based Compensation Expense (in thousands of dollars) 2023 2022 For the Nine Months Ended September 30, (in thousands of dollars) 2023 2022 Research and development $ 196 $ 100 General, administrative and other 1,137 133 Total stock-based compensation expense $ 1,333 $ 233 Stock-based compensation expense for the nine months ended September 30, 2022, includes $ 168 Unrecognized stock-based compensation costs related to unvested awards and the weighted-average period over which the costs are expected to be recognized as of September 30, 2023, are as follows: Schedule of Unvested Awards and Weighted Average Period Stock Options Unrecognized stock-based compensation expense (in thousands) $ 5,470 Expected weighted-average period compensation costs to be recognized (years) 3.2 A summary of the Company’s stock option activity is as follows: Schedule of Stock Option Activity Stock Options Weighted-Average Exercise Price per Share Weighted-Average Remaining Contractual Life (years) Aggregate Intrinsic Value (in thousands) Outstanding as of December 31, 2022 101,250 $ 3.28 9.7 — Granted 3,689,750 $ 2.28 10.0 — Exercised — $ — — — Forfeited/Canceled 2,500 $ 3.28 9.0 — Outstanding as of September 30, 2023 3,788,500 $ 2.36 9.4 — Exercisable as of September 30, 2023 56,298 $ 3.28 9.0 — The fair value of stock options granted to employees, directors, and consultants was estimated on the date of grant using the Black-Scholes option pricing model using the following assumptions: Schedule of Fair Value of Option Granted Black Scholes Assumptions: Nine Months Ended September 30, 2023 Risk-free interest rate 3.9 % Expected volatility 90 % Expected term (years) 7.0 Expected dividend 0 % During the nine months ended September 30, 2023, the weighted-average grant date fair value of the options granted was $ 1.80 | 11. Share-based Compensation The Company adopted on August 10, 2022, and the shareholders approved on August 18, 2022, the 2022 Stock Plan (the “Plan”). The Plan provides for the grant of incentive stock options, nonstatutory stock options, stock appreciation rights, restricted stock awards, restricted stock unit awards, and other stock awards. The Plan, through the grant of stock awards, is intended to help the Company secure and retain the services of eligible award recipients, provide incentives for such persons to exert maximum efforts for the success of the Company and provide a means by which the eligible recipients may benefit from increases in value of the common stock. The Company issued in 2022 a total of 101,250 3.28 As of December 31, 2022, there were 12,398,750 Stock-based compensation expense is recognized in the Statements of Operations as follows: Schedule of Stock Based Compensation Expense (in thousands of dollars) 2022 2021 For the Years Ended December 31, (in thousands of dollars) 2022 2021 Research and development $ 115 $ — General and administrative 150 — Total stock-based compensation expense $ 265 $ — Stock-based compensation expense for the year ended December 31, 2022, includes $ 168 Unrecognized stock-based compensation costs related to unvested awards and the weighted-average period over which the costs are expected to be recognized as of December 31, 2022, are as follows: Schedule of Unvested Awards and Weighted Average Period Stock Options Unrecognized stock-based compensation expense (in thousands) $ 169 Expected weighted-average period compensation costs to be recognized (years) 1.7 A summary of the Company’s stock option activity is as follows: Schedule of Stock Option Activity Stock Options Weighted-Average Exercise Price per Share Weighted-Average Remaining Contractual Life (years) Aggregate Intrinsic Value (in thousands) Outstanding as of December 31, 2021 — — — — Granted 101,250 $ 3.28 10.0 — Exercised — — — — Forfeited/Canceled — — — — Weighted average remaining contractual life (years), forfeited/canceled Outstanding as of December 31, 2022 101,250 $ 3.28 9.7 — Exercisable as of December 31, 2022 19,445 $ 3.28 9.7 — The fair value of stock options granted to employees, directors, and consultants was estimated on the date of grant using the Black-Scholes option pricing model using the following assumptions: Schedule of Fair Value of Option Granted Black Scholes Assumptions: Year Ended December 31, 2022 Risk-free interest rate 4.1 % Expected volatility 100 % Expected term (years) 5.4 6.4 Expected dividend 0 % During the year ended December 31, 2022, the weighted-average grant date fair value of the options granted was $ 2.64 |
Subsequent Events
Subsequent Events | 9 Months Ended | 12 Months Ended |
Sep. 30, 2023 | Dec. 31, 2022 | |
Subsequent Events [Abstract] | ||
Subsequent Events | 12. Subsequent Events The Company has evaluated subsequent events through , the date the Unaudited Condensed Financial Statements were available to be issued, and has determined that there were no other events, other than what is disclosed in Notes 2 and 6 and below, which occurred requiring disclosure in or adjustments to the Unaudited Condensed Financial Statements. In November 2023, the Company issued a total of 14,859 10,321 | 12. Subsequent Events The Company has evaluated subsequent events through April 28, 2023, the date the Financial Statements were available to be issued, and has determined that there were no other events, other than what is disclosed below, which occurred requiring disclosure in or adjustments to the Financial Statements. In January 2023, the Company entered into an Agreement Regarding Right of First Negotiation (“ROFN Agreement”) with its Parent, FibroGenesis. In exchange for FibroGenesis’ consent to amend the Certificate of Incorporation to a) eliminate upon IPO, Direct Listing, or Sale of the Company the Series “A” Preferred Stock $ 35,000 323 In January 2023, the Company launched a campaign to raise up to $ 5,000 4,990 4,230 867,913 634 114 In January 2023, the Company extended for an additional six months its remaining lease for temporary lab and office space. In February 2023, the Company converted the principal and interest on $ 3,700 799,603 In March 2023, the Company sold an additional 1,680,084 10,325 1,549 In April 2023, the Company amended its Certificate of Incorporation to authorize 10,000,000 5,000,000 5,000,000 1,600 300 353,713 8,388 153 23 In April 2023, FibroGenesis repaid in full the $ 300 |
Reverse Stock Split
Reverse Stock Split | 12 Months Ended |
Dec. 31, 2022 | |
Reverse Stock Split | |
Reverse Stock Split | 13. Reverse Stock Split In October 2023, the Company filed an amended and restated certificate of incorporation with the State of Delaware to immediately effect a 1-for-4 reverse stock split |
Summary of Significant Accoun_2
Summary of Significant Accounting Policies (Policies) | 9 Months Ended | 12 Months Ended |
Sep. 30, 2023 | Dec. 31, 2022 | |
Accounting Policies [Abstract] | ||
Basis of Presentation | Basis of Presentation The accompanying Unaudited Condensed Financial Statements have been prepared in accordance with accounting principles generally accepted in the United States of America (“GAAP”). The accompanying condensed balance sheet as of September 30, 2023, condensed statements of operations for the nine months ended September 30, 2023 and 2022, condensed statements of stockholders’ equity/(deficit) for the nine months ended September 30, 2023 and 2022, and condensed statements of cash flows for the nine months ended September 30, 2023 and 2022, are unaudited. These Unaudited Condensed Financial Statements have been prepared in accordance with the rules and regulations of the United States Securities and Exchange Commission for interim financial information. Accordingly, they do not include all of the information and footnotes required by GAAP for complete financial statements. These Unaudited Condensed Financial Statements should be read in conjunction with the audited financial statements and the accompanying notes for the year ended December 31, 2022. The unaudited condensed financial statements have been prepared on the same basis as the annual consolidated financial statements and, in the opinion of management, reflect all adjustments (consisting of normal recurring adjustments) necessary to state fairly the Company’s financial position as of September 30, 2023, the results of operations for the nine months ended September 30, 2023 and 2022, the unaudited condensed statements of stockholders’ equity/(deficit) for the nine months ended September 30, 2023 and 2022 and the unaudited condensed statements of cash flows for the nine months ended September 30, 2023 and 2022. The December 31, 2022, condensed balance sheet included herein was derived from the audited financial statements, but it does not include all disclosures or notes required by GAAP for complete financial statements. The financial data and other information disclosed in these notes to the condensed financial statements related to the nine months ended September 30, 2023 and 2022, are unaudited. Interim results are not necessarily indicative of results for an entire year or for any future period. During the period from January 1, 2021, to its formation on April 8, 2021, the Company operated as a line of business of FibroGenesis rather than as a separate stand-alone entity. Consequently, prior to the Company’s formation on April 8, 2021, the financial statements were derived from the historical accounting records of the Parent. All general and administrative expenses and research and development expenses directly associated with the business activity of the Company that were originally incurred by the Parent from January 1, 2021, through the Company’s formation on April 8, 2021, were allocated and included in the Company’s financial statements. The resulting net Parent investment is presented within stockholders’ equity/(deficit) and represents the Parent’s interest in the recorded net assets of the Company. The accompanying Unaudited Condensed Financial Statements do not include any allocations from the Parent other than the net Parent investment included in the beginning stockholders’ equity/(deficit) and have been prepared in accordance with GAAP. In October 2023, the Company amended and restated its certificate of incorporation with the State of Delaware to immediately effect a 1-for-4 shares reverse stock split. All share and per share amounts have been adjusted on a retroactive basis to reflect the effect of the reverse stock split. | Basis of Presentation During the initial period during 2021 prior to its formation on April 8, 2021, the Company operated as a line of business of FibroGenesis rather than as a separate stand-alone entity. Consequently, stand-alone financial statements were not historically prepared for FibroBiologics. These Financial Statements have been prepared in connection with the formation and planned public listing of FibroBiologics and, prior to the Company’s formation on April 8, 2021, were derived from the historical accounting records of the Parent. All expenses, assets, and liabilities directly associated with the business activity of the Company as well as certain allocations from the Parent are included in the Financial Statements. Such allocations include the Company’s portion of general and administrative expenses and research and development expenses originally incurred by the Parent prior to the Company’s formation on April 8, 2021, for the disease pathways now pursued by FibroBiologics. The expense allocations were determined by management and derived from the number of patents transferred to the Company through the patent transfer and assignment agreement between FibroBiologics and FibroGenesis. Patents were determined to be the most reasonable basis for allocation because patent development is the main driver of business activity for each entity during the preclinical phase, and they are the strongest proxy for expenses incurred by the Parent on behalf of the Company. Management believes the assumptions underlying the Financial Statements, including the assumptions regarding the allocation of expenses from the Parent, are reasonable. However, amounts recognized by the Company are not necessarily representative of the amounts that would have been reflected in the Financial Statements had the Company operated independently of the Parent as a standalone entity during the periods presented. The accompanying Financial Statements have been prepared in accordance with accounting principles generally accepted in the United States of America (“GAAP”). |
Net Parent Investment | Net Parent Investment Because the Financial Statements are derived from the historical records of the Parent, the net Parent investment is presented within stockholders’ deficit on the Balance Sheets. As a subsidiary of the Parent, the Company was dependent upon the Parent for all of its working capital and financing requirements prior to entering into the Convertible Note agreements. Financial transactions that relate to FibroBiologics but occurred at the Parent level are accounted for through the net Parent investment account. Accordingly, none of the Parent’s cash, cash equivalents, or debt has been assigned to the Company in the financial statements. Net Parent investment represents the Parent’s interest in the recorded net assets of the Company. | |
Use of Estimates | Use of Estimates The preparation of the Unaudited Condensed 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 Unaudited Condensed Financial Statements and the reported amounts of expenses during the reporting periods. These estimates are based on information available as of the date of the Unaudited Condensed Financial Statements; therefore, actual results could differ from those estimates and assumptions. | Use of Estimates The preparation of the 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 Financial Statements and the reported amounts of expenses during the reporting periods. These estimates are based on information available as of the date of the Financial Statements; therefore, actual results could differ from those estimates and assumptions. |
Concentration of Credit Risk | Concentration of Credit Risk Financial instruments that potentially subject the Company to concentrations of credit risk consist principally of cash and cash equivalents. The Company has significant cash balances at financial institutions, which, throughout the year, regularly exceed the federally insured limit of $ 250,000 | Concentration of Credit Risk Financial instruments that potentially subject the Company to concentrations of credit risk consist principally of cash and cash equivalents. The Company has significant cash balances at financial institutions, which, throughout the year, regularly exceed the federally insured limit of $ 250,000 |
Risks and Uncertainties | Risks and Uncertainties The Company is subject to certain risks and uncertainties, including, but not limited to changes in any of the following areas that the Company believes could have a material adverse effect on the future financial position or results of operations: the timing of, and the Company’s ability to advance its current and future product candidates into and through clinical development; costs and timelines associated with the manufacture of clinical supplies of the Company’s product candidates; regulatory approval and market acceptance of its product candidates; performance of third-party contract research organizations (“CROs”) and contract manufacturing organizations (“CMOs”); competition from pharmaceutical companies with greater financial resources or expertise; protection of the intellectual property, litigation or claims against the Company based on intellectual property, or other factors; the need to obtain additional funding; and its ability to attract and retain employees necessary to support its growth. Disruption from the operations of CROs, CMOs or suppliers would likely have a negative impact on the Company’s business, financial position and results of operations. | Risks and Uncertainties The Company is subject to certain risks and uncertainties, including, but not limited to changes in any of the following areas that the Company believes could have a material adverse effect on the future financial position or results of operations: the timing of, and the Company’s ability to advance its current and future product candidates into and through clinical development; costs and timelines associated with the manufacture of clinical supplies of the Company’s product candidates; regulatory approval and market acceptance of its product candidates; performance of third-party contract research organizations (“CROs”) and contract manufacturing organizations (“CMOs”); competition from pharmaceutical companies with greater financial resources or expertise; protection of the intellectual property, litigation or claims against the Company based on intellectual property, or other factors; the need to obtain additional funding; and its ability to attract and retain employees necessary to support its growth. Disruption from CROs’, CMOs’ or suppliers’ operations would likely have a negative impact on the Company’s business, financial position and results of operations. |
Cash and Cash Equivalents | Cash and Cash Equivalents Cash and cash equivalents consist of unrestricted cash balances and short-term, liquid investments with an original maturity date of three months or less at the time of purchase. | Cash and Cash Equivalents Cash and cash equivalents consist of unrestricted cash balances and short-term, liquid investments with an original maturity date of three months or less at the time of purchase. |
Fair Value Measurements | Fair Value Measurements Accounting Standards Codification (“ASC”) 820, Fair Value Measurement Level 1 - Quoted market prices in active markets for identical assets or liabilities. Level 2 - Inputs other than Level 1 inputs that are either directly or indirectly observable, such as quoted market prices, interest rates and yield curves. Level 3 - Unobservable inputs for the asset or liability (i.e., supported by little or no market activity). Level 3 inputs include management’s own assumptions about the assumptions that market participants would use in pricing the asset or liability (including assumptions about risk). Categorization within the valuation hierarchy is based upon the lowest level of input that is significant to the fair value measurement. | Fair Value Measurements Accounting Standards Codification (“ASC”) Topic 820, Fair Value Measurement (“ASC 820”), establishes a fair value hierarchy for instruments measured at fair value that distinguishes between assumptions based on market data (observable inputs) and the Company’s own assumptions (unobservable inputs). Observable inputs are inputs that market participants would use in pricing the asset or liability based on market data obtained from sources independent of the Company. Unobservable inputs are inputs that reflect the Company’s assumptions about the inputs that market participants would use in pricing the assets or liability and are developed based on the best information available in the circumstances. ASC 820 identifies fair value as the price that would be received to sell an asset or paid to transfer a liability in an orderly transaction between market participants at the measurement date. As a basis for considering market participant assumptions in fair value measurements, ASC 820 establishes a three-tiered value hierarchy that distinguishes between the following: Level 1 - Quoted market prices in active markets for identical assets or liabilities. Level 2 - Inputs other than Level 1 inputs that are either directly or indirectly observable, such as quoted market prices, interest rates and yield curves. Level 3 - Unobservable inputs for the asset or liability (i.e., supported by little or no market activity). Level 3 inputs include management’s own assumptions about the assumptions that market participants would use in pricing the asset or liability (including assumptions about risk). |
Research and Development | Research and Development Research and development costs are charged to expense as incurred. Research and development costs consist of costs incurred in performing research and development activities, including salaries and bonuses, scientist recruiting costs, employee benefits, facilities costs, laboratory supplies, manufacturing expenses, preclinical expenses, research materials, and consulting and other contracted services. Costs for certain research and development activities are recognized based on the terms of the individual arrangements, which may differ from the pattern of costs incurred, and are reflected in the Unaudited Condensed Financial Statements as prepaid or accrued research and development. | Research and Development Research and development costs are charged to expense as incurred. Research and development costs consist of costs incurred in performing research and development activities, including salaries and bonuses, scientist recruiting costs, employee benefits, facilities costs, laboratory supplies, manufacturing expenses, preclinical expenses, research materials, and consulting and other contracted services. Costs for certain research and development activities are recognized based on the terms of the individual arrangements, which may differ from the pattern of costs incurred, and are reflected in the Financial Statements as prepaid or accrued research and development. |
Patent Costs | Patent Costs As the Company continues to incur costs to obtain market approval of patented technology, patent costs are expensed as incurred in general, administrative and other expense in the Unaudited Condensed Statements of Operations. Costs include fees to renew or extend the term of recognized intangible assets, patent defense costs, and patent application costs. Management will continue to expense such costs until market approval is obtained through regulatory approval by the appropriate governing body. | Patent Costs As the Company continues to incur costs to obtain market approval of patented technology, patent costs are expensed as incurred. Costs include fees to renew or extend the term of recognized intangible assets, patent defense costs, and patent application costs. Management will continue to expense such costs until market approval is obtained through regulatory approval by the appropriate governing body. |
Income Taxes | Income Taxes On December 14, 2021, the Company converted from a partnership LLC to a C corporation. Subsequent to this date, the Company began accounting for income taxes under the asset and liability method. Under this method, deferred tax assets and liabilities are determined based on the difference between the financial statement and tax basis of assets and liabilities using enacted tax rates in effect for the year in which the differences are expected to reverse. Valuation allowances are established when necessary to reduce deferred tax assets to an amount that is more likely than not to be realized. Under the provisions of ASC 740-10, Income Taxes | Income Taxes On December 8, 2021, the Company converted from a partnership LLC to a C-Corp. Subsequent to this date, the Company began accounting for income taxes under the asset and liability method. Under this method, deferred tax assets and liabilities are determined based on the difference between the financial statement and tax basis of assets and liabilities using enacted tax rates in effect for the year in which the differences are expected to reverse. Valuation allowances are established when necessary to reduce deferred tax assets to an amount that is more likely than not to be realized. Under the provisions of ASC 740-10, Income Taxes, the Company evaluates uncertain tax positions by reviewing against applicable tax law all positions taken by the Company with respect to tax years for which the statute of limitations is still open. ASC 740-10 provides that a tax benefit from an uncertain tax position may be recognized when it is more likely than not that the position will be sustained upon examination, including resolutions of any related appeals or litigation processes, based on the technical merits. The Company recognizes interest and penalties related to the liability for unrecognized tax benefits, if any, as a component of the income tax expense line in the accompanying Statements of Operations. |
Recently Adopted Accounting Pronouncements | Recently Adopted Accounting Pronouncements In August 2020, the FASB issued ASU No. 2020-06, Debt—Debt with Conversion and Other Options (Subtopic 470-20) and Derivatives and Hedging—Contracts in Entity’s Own Equity (Subtopic 815-40): Accounting for Convertible Instruments and Contracts in an Entity’s Own Equity (ASU 2020-06), which simplifies the accounting for convertible instruments by reducing the number of accounting models available for convertible debt instruments. This guidance also eliminates the treasury stock method to calculate diluted earnings per share for convertible instruments and requires the use of the if-converted method. The Company has early adopted this standard as of January 1, 2021, which is currently reflected in its Financial Statements. In December 2019, the FASB issued ASU No. 2019-12, Income Taxes (Topic 740). The amendments in ASU No. 2019-12 simplify the accounting for income taxes by removing certain exceptions to the general principles in Topic 740. The amendments also improve consistent application of and simplify U.S. GAAP or other areas of Topic 740 by clarifying and amending existing guidance. The new standard was effective for the Company on January 1, 2022, and for interim periods beginning on January 1, 2023. The Company has adopted this standard which is currently reflected in its Financial Statements. | |
Property and Equipment | Property and Equipment Property and equipment include laboratory equipment that is recorded at cost and depreciated using the straight-line method over the estimated useful lives of five years. Depreciation expense of $ 16 No Property and equipment are reviewed for impairment whenever events or changes in circumstances indicate that the carrying amount of the assets might not be recoverable. Conditions that would necessitate an impairment assessment include a significant decline in the observable market value of an asset, a significant change in the extent or manner in which an asset is used, or a significant adverse change that would indicate that the carrying amount of an asset or group of assets is not recoverable. For long-lived assets to be held and used, the Company will recognize an impairment loss only if the carrying amount is not recoverable through its undiscounted cash flows and measure any impairment loss based on the difference between the carrying amount and estimated fair value. There were no such losses for the nine months ended September 30, 2023 and 2022. |
Net Loss Per Share Attributab_2
Net Loss Per Share Attributable to Common Stockholders (Tables) | 9 Months Ended | 12 Months Ended |
Sep. 30, 2023 | Dec. 31, 2022 | |
Earnings Per Share [Abstract] | ||
Schedule of Basic And Diluted Net Loss Per Share Attributable To Common Stockholders | The following table summarizes the computation of basic and diluted net loss per share attributable to common stockholders of the Company: Schedule of Basic And Diluted Net Loss Per Share Attributable To Common Stockholders Nine Months Ended September 30, (in thousands, except share and per share amounts) 2023 2022 Numerator: Net loss $ (6,768 ) $ (3,597 ) Adjustment to numerator for earnings per share: Deemed dividend (2,573 ) — Net loss attributable to common stockholders $ (9,341 ) $ (3,597 ) Denominator: Weighted-average number of common shares outstanding, basic and diluted 28,230,842 28,230,842 Net loss per common share attributable to common stockholders, basic and diluted $ (0.33 ) $ (0.13 ) | The following table summarizes the computation of basic and diluted net loss per share attributable to common stockholders of the Company: Schedule of Basic And Diluted Net Loss Per Share Attributable To Common Stockholders Year Ended December 31, (in thousands, except share and per share amounts) 2022 2021 Numerator: Net loss attributable to common stockholders: $ (5,121 ) $ (1,582 ) Adjustment to numerator for earnings per share: Deemed dividend Net loss attributable to common stockholders $ $ Denominator: Weighted-average number of common shares outstanding, basic and diluted 28,230,842 N/A Net loss per common share attributable to common stockholders, basic and diluted (1) $ (0.18 ) $ N/A (1) The Company had no shares of its common stock issued and outstanding during the year ended December 31, 2021. |
Convertible Notes Payable (Tabl
Convertible Notes Payable (Tables) | 9 Months Ended | 12 Months Ended |
Sep. 30, 2023 | Dec. 31, 2022 | |
Debt Disclosure [Abstract] | ||
Schedule of Convertible Debt | The convertible debt balances consisted of the following at September 30, 2023, and December 31, 2022: Schedule of Convertible Debt (in thousands) September 30, 2023 December 31, 2022 Convertible notes principal $ — $ 5,600 Convertible notes discount — (149 ) Convertible notes payable, net of discount $ — $ 5,451 | The convertible debt balances consisted of the following at December 31, 2022 and 2021: Schedule of Convertible Debt (in thousands) 2022 2021 December 31, (in thousands) 2022 2021 Convertible notes principal $ 5,600 $ 1,300 Convertible notes discount (149 ) — Convertible notes payable, net of discount $ 5,451 $ 1,300 |
Income Taxes (Tables)
Income Taxes (Tables) | 9 Months Ended | 12 Months Ended |
Sep. 30, 2023 | Dec. 31, 2022 | |
Income Tax Disclosure [Abstract] | ||
Schedule of Effective Income Tax Rate | A reconciliation of the income tax benefit computed using the federal statutory income tax rate to the Company’s effective income tax rate is as follows: Schedule of Effective Income Tax Rate Nine Months Ended Nine Months Ended Federal statutory rate (21.0 )% (21.0 )% Permanent items — — True up prior year net operating loss deferred tax asset — (8.7 ) Other changes 0.2 (1.2 ) Change in valuation allowance 20.8 30.9 Total 0.0 % 0.0 % | A reconciliation of the income tax benefit computed using the federal statutory income tax rate to the Company’s effective income tax rate is as follows: Schedule of Effective Income Tax Rate 2022 2021 Year Ended December 31, 2022 2021 Federal statutory rate (21.0 )% (21.0 )% Permanent items 0.8 — True up prior year NOL deferred tax asset (6.1 ) — Other changes 1.9 — Change in valuation allowance 24.4 21.0 % Total 0.0 % 0.0 % |
Schedule of Net Deferred Tax Assets | The components of the Company’s net deferred tax assets are as follows: Schedule of Net Deferred Tax Assets (in thousands of dollars) September 30, 2023 December 31, 2022 Deferred tax assets: Net operating loss carryforwards $ 1,862 $ 896 Lease liability 378 435 Capitalized research and development 614 299 Derivative liability — 31 Accrued liabilities 124 81 Stock compensation 99 17 Deferred tax assets 3,077 1,759 Deferred tax liabilities: Lease right-of-use asset (400 ) (462 ) Unamortized debt discount — (31 ) Deferred tax liabilities (400 ) (493 ) Less: valuation allowance (2,677 ) (1,266 ) Net deferred tax assets $ — $ — | The components of the Company’s net deferred tax assets are as follows: Schedule of Net Deferred Tax Assets (in thousands of dollars) December 31, 2022 December 31, 2021 Deferred tax assets: Net operating loss carryforwards $ 896 $ — Lease liability 435 Capitalized research and development 299 Derivative liability 31 Accrued liabilities 81 17 Stock compensation 17 Deferred tax assets 1,759 17 Deferred tax liabilities: Lease right-of-use asset (462 ) — Unamortized debt discount (31 ) — Deferred tax liabilities (493 ) — Less: valuation allowance (1,266 ) (17 ) Net deferred tax assets $ — $ — |
Leases, Commitments and Conti_2
Leases, Commitments and Contingencies (Tables) | 9 Months Ended | 12 Months Ended |
Sep. 30, 2023 | Dec. 31, 2022 | |
Commitments and Contingencies Disclosure [Abstract] | ||
Schedule of Operating Lease Liabilities | As of September 30, 2023, future minimum payments during the remaining period and the next five years are as follows (in thousands): Schedule of Operating Lease Liabilities (in thousands of dollars) 2023 $ 86 2024 477 2025 488 2026 544 2027 509 Thereafter — Total lease payments 2,104 Less: imputed interest (304 ) Total lease liabilities 1,800 Less: current lease liabilities (353 ) Total non-current lease liabilities $ 1,447 | Maturities of operating lease liabilities as of December 31, 2022, were as follows: Schedule of Operating Lease Liabilities (in thousands of dollars) 2023 $ 466 2024 477 2025 488 2026 544 2027 509 Thereafter — Total lease payments 2,484 Less: imputed interest (411 ) Total lease liabilities 2,073 Less: current lease liabilities (326 ) Total non-current lease liabilities $ 1,747 |
Share-based Compensation (Table
Share-based Compensation (Tables) | 9 Months Ended | 12 Months Ended |
Sep. 30, 2023 | Dec. 31, 2022 | |
Share-Based Payment Arrangement [Abstract] | ||
Schedule of Stock Based Compensation Expense | Stock-based compensation expense is recognized in the Condensed Statements of Operations as follows: Schedule of Stock Based Compensation Expense (in thousands of dollars) 2023 2022 For the Nine Months Ended September 30, (in thousands of dollars) 2023 2022 Research and development $ 196 $ 100 General, administrative and other 1,137 133 Total stock-based compensation expense $ 1,333 $ 233 | Stock-based compensation expense is recognized in the Statements of Operations as follows: Schedule of Stock Based Compensation Expense (in thousands of dollars) 2022 2021 For the Years Ended December 31, (in thousands of dollars) 2022 2021 Research and development $ 115 $ — General and administrative 150 — Total stock-based compensation expense $ 265 $ — |
Schedule of Unvested Awards and Weighted Average Period | Unrecognized stock-based compensation costs related to unvested awards and the weighted-average period over which the costs are expected to be recognized as of September 30, 2023, are as follows: Schedule of Unvested Awards and Weighted Average Period Stock Options Unrecognized stock-based compensation expense (in thousands) $ 5,470 Expected weighted-average period compensation costs to be recognized (years) 3.2 | Unrecognized stock-based compensation costs related to unvested awards and the weighted-average period over which the costs are expected to be recognized as of December 31, 2022, are as follows: Schedule of Unvested Awards and Weighted Average Period Stock Options Unrecognized stock-based compensation expense (in thousands) $ 169 Expected weighted-average period compensation costs to be recognized (years) 1.7 |
Schedule of Stock Option Activity | A summary of the Company’s stock option activity is as follows: Schedule of Stock Option Activity Stock Options Weighted-Average Exercise Price per Share Weighted-Average Remaining Contractual Life (years) Aggregate Intrinsic Value (in thousands) Outstanding as of December 31, 2022 101,250 $ 3.28 9.7 — Granted 3,689,750 $ 2.28 10.0 — Exercised — $ — — — Forfeited/Canceled 2,500 $ 3.28 9.0 — Outstanding as of September 30, 2023 3,788,500 $ 2.36 9.4 — Exercisable as of September 30, 2023 56,298 $ 3.28 9.0 — | A summary of the Company’s stock option activity is as follows: Schedule of Stock Option Activity Stock Options Weighted-Average Exercise Price per Share Weighted-Average Remaining Contractual Life (years) Aggregate Intrinsic Value (in thousands) Outstanding as of December 31, 2021 — — — — Granted 101,250 $ 3.28 10.0 — Exercised — — — — Forfeited/Canceled — — — — Weighted average remaining contractual life (years), forfeited/canceled Outstanding as of December 31, 2022 101,250 $ 3.28 9.7 — Exercisable as of December 31, 2022 19,445 $ 3.28 9.7 — |
Schedule of Fair Value of Option Granted Black Scholes | The fair value of stock options granted to employees, directors, and consultants was estimated on the date of grant using the Black-Scholes option pricing model using the following assumptions: Schedule of Fair Value of Option Granted Black Scholes Assumptions: Nine Months Ended September 30, 2023 Risk-free interest rate 3.9 % Expected volatility 90 % Expected term (years) 7.0 Expected dividend 0 % | The fair value of stock options granted to employees, directors, and consultants was estimated on the date of grant using the Black-Scholes option pricing model using the following assumptions: Schedule of Fair Value of Option Granted Black Scholes Assumptions: Year Ended December 31, 2022 Risk-free interest rate 4.1 % Expected volatility 100 % Expected term (years) 5.4 6.4 Expected dividend 0 % |
Organization, Description of _2
Organization, Description of Business, and Liquidity (Details Narrative) - USD ($) $ in Thousands | 3 Months Ended | 9 Months Ended | ||
Mar. 31, 2023 | Sep. 30, 2023 | Dec. 31, 2022 | Dec. 31, 2021 | |
Accounting Policies [Abstract] | ||||
Accumulated deficit | $ 14,640 | $ 7,872 | $ 2,751 | |
Cash and cash equivalents | 10,766 | $ 2,266 | $ 407 | |
Proceeds from issuance of crowdfunding offering | $ 5,000 | 4,620 | ||
Proceeds from issuance of private placement offering | $ 10,000 | $ 11,518 |
Summary of Significant Accoun_3
Summary of Significant Accounting Policies (Details Narrative) - USD ($) | 9 Months Ended | ||
Sep. 30, 2023 | Sep. 30, 2022 | Dec. 31, 2022 | |
Accounting Policies [Abstract] | |||
Federally insured limit | $ 250,000 | $ 250,000 | |
Depreciation | $ 16,000 |
Schedule of Basic And Diluted N
Schedule of Basic And Diluted Net Loss Per Share Attributable To Common Stockholders (Details) - USD ($) $ / shares in Units, $ in Thousands | 9 Months Ended | 12 Months Ended | |||
Sep. 30, 2023 | Sep. 30, 2022 | Dec. 31, 2022 | Dec. 31, 2021 | ||
Earnings Per Share [Abstract] | |||||
Net loss attributable to common stockholders | $ (6,768) | $ (3,597) | $ (5,121) | $ (1,582) | |
Deemed dividend | 2,573 | ||||
Net loss attributable to common stockholders | $ (9,341) | $ (3,597) | |||
Weighted average number of shares outstanding, basic | 28,230,842 | 28,230,842 | 28,230,842 | ||
Weighted average number of shares outstanding, diluted | 28,230,842 | 28,230,842 | 28,230,842 | ||
Net loss per share, basic | $ (0.33) | $ (0.13) | $ (0.18) | [1] | |
Net loss per share, diluted | $ (0.33) | $ (0.13) | $ (0.18) | [1] | |
Net loss | $ (6,768) | $ (3,597) | $ (5,121) | $ (1,582) | |
Deemed dividend | $ (2,573) | ||||
[1]The Company had no shares of its common stock issued and outstanding during the year ended December 31, 2021. |
Net Loss Per Share Attributab_3
Net Loss Per Share Attributable to Common Stockholders (Details Narrative) - USD ($) $ in Thousands | 9 Months Ended | 12 Months Ended | ||||
Sep. 30, 2023 | Sep. 30, 2022 | Dec. 31, 2022 | Jan. 31, 2023 | Aug. 18, 2022 | Dec. 31, 2021 | |
Earnings Per Share, Basic, by Common Class, Including Two Class Method [Line Items] | ||||||
Common stock, shares issued | 0 | 0 | ||||
Convertible notes outstanding | $ 5,600 | $ 5,600 | ||||
Capital stock in excess | $ 10,000 | $ 10,000 | ||||
Issued upon conversion of common stock | 790,459 | 790,459 | 801,145 | |||
Nonvoting Common Stock [Member] | ||||||
Earnings Per Share, Basic, by Common Class, Including Two Class Method [Line Items] | ||||||
Common stock, shares issued | 28,230,842 | 28,230,842 | 28,230,842 | 0 | ||
Series B Preferred Stock [Member] | ||||||
Earnings Per Share, Basic, by Common Class, Including Two Class Method [Line Items] | ||||||
Common stock, shares issued | 381,658 | |||||
Series A Preferred Stock [Member] | ||||||
Earnings Per Share, Basic, by Common Class, Including Two Class Method [Line Items] | ||||||
Preferred stock liquidation value | $ 35,000 | $ 35,000 | $ 35,000 | $ 35,000 | ||
Series A Preferred Stock [Member] | Maximum [Member] | ||||||
Earnings Per Share, Basic, by Common Class, Including Two Class Method [Line Items] | ||||||
Preferred stock, redemption amount | 1,461 | |||||
Series A Preferred Stock [Member] | Minimum [Member] | ||||||
Earnings Per Share, Basic, by Common Class, Including Two Class Method [Line Items] | ||||||
Preferred stock, redemption amount | $ 1,112 |
Schedule of Convertible Debt (D
Schedule of Convertible Debt (Details) - USD ($) $ in Thousands | Sep. 30, 2023 | Dec. 31, 2022 | Dec. 31, 2021 |
Debt Disclosure [Abstract] | |||
Convertible notes principal | $ 5,600 | $ 1,300 | |
Convertible notes discount | (149) | ||
Convertible notes payable, net of discount | $ 5,451 | $ 1,300 |
Convertible Notes Payable (Deta
Convertible Notes Payable (Details Narrative) - USD ($) $ in Thousands | 9 Months Ended | 12 Months Ended | ||||
Apr. 30, 2023 | Feb. 28, 2023 | Sep. 30, 2023 | Dec. 31, 2022 | Dec. 31, 2021 | Sep. 30, 2022 | |
Subsidiary, Sale of Stock [Line Items] | ||||||
Face value | $ 5,600 | $ 1,300 | ||||
Capital stock in excess | 10,000 | $ 10,000 | ||||
Long-term debt, gross | $ 4,300 | $ 4,300 | ||||
Conversion of Stock, Description | a) a 15% discount to the offering price of the Company’s common stock in the event of an initial public offering of the Company or b) the quotient of $200,000 thousand divided by total equity interests prior to the dilution from the offering. The conversion option feature in the 2022 Notes was evaluated in accordance with ASC 815, and a derivative liability for the $538 thousand estimated fair value of the conversion option was recorded at the time the notes were issued and as of December 31, 2022 | a) a 15% discount to the offering price of the Company’s common stock in the event of an initial public offering of the Company or b) the quotient of $200,000 thousand divided by total equity interests prior to the dilution from the offering. The conversion option feature in the 2022 Notes was evaluated in accordance with ASC 815, and a derivative liability for the $538 thousand estimated fair value of the conversion option was recorded at the time the notes were issued and as of December 31, 2022 | ||||
Accounts payable and accrued expenses | 65 | $ 265 | $ 4 | $ 180 | ||
2021 Notes [Member] | ||||||
Subsidiary, Sale of Stock [Line Items] | ||||||
Face value | $ 1,300 | |||||
Capital stock in excess | 10,000 | 10,000 | ||||
2021 Notes [Member] | Series B Preferred Stock [Member] | ||||||
Subsidiary, Sale of Stock [Line Items] | ||||||
Converted principal shares | 353,713 | |||||
Two Thousand Twenty Two Notes [Member] | ||||||
Subsidiary, Sale of Stock [Line Items] | ||||||
Face value | $ 300 | $ 3,700 | $ 300 | |||
Two Thousand Twenty Two Notes [Member] | Series B Preferred Stock [Member] | ||||||
Subsidiary, Sale of Stock [Line Items] | ||||||
Converted principal shares | 799,603 | 66,077 | ||||
IPO [Member] | 2021 Notes [Member] | ||||||
Subsidiary, Sale of Stock [Line Items] | ||||||
Face value | $ 1,300 | $ 1,300 | ||||
Debt instrument, interest rate, stated percentage | 6% | 6% |
Stockholders_ Equity_(Deficit_2
Stockholders’ Equity/(Deficit) / Net Parent Investment (Details Narrative) - USD ($) | 1 Months Ended | 3 Months Ended | 9 Months Ended | 12 Months Ended | ||||||||
Apr. 30, 2023 | Mar. 31, 2023 | Feb. 28, 2023 | Jan. 31, 2023 | Oct. 31, 2023 | Aug. 31, 2022 | Mar. 31, 2023 | Sep. 30, 2023 | Sep. 30, 2022 | Dec. 31, 2022 | Aug. 18, 2022 | Dec. 31, 2021 | |
Accumulated Other Comprehensive Income (Loss) [Line Items] | ||||||||||||
Preferred stock, shares authorized | 100,000,000 | 20,000,000 | 12,500,000 | 12,500,000 | 12,500,000 | |||||||
Common stock, shares authorized | 10,000,000 | 100,000,000 | 100,000,000 | |||||||||
Common stock, shares issued | 0 | 0 | ||||||||||
Number of shares issued | 28,179,592 | |||||||||||
Employee benefit plan | 51,250 | |||||||||||
Share based compensation | $ 168,000 | |||||||||||
Common stock, shares outstanding | 0 | 0 | ||||||||||
Stock issued during period, value, new issues | ||||||||||||
Proceeds from issuance of private placement | $ 10,000,000 | $ 11,518,000 | ||||||||||
Warrants issued | 8,890 | |||||||||||
Common stock, par value | $ 0.00001 | $ 0.00001 | $ 0.00001 | |||||||||
Preferred stock, par value | $ 0.00001 | $ 0.00001 | $ 0.00001 | |||||||||
Debt instrument convertible descreption | The Series C Preferred Stock is not entitled to dividends, has a liquidation preference of $18.00 per share, subject to adjustment, may be converted 1:1 at any time at the option of the holder into common stock, and upon closing of an IPO will if transferred automatically convert 1:1 into common stock. | |||||||||||
Subsequent Event [Member] | ||||||||||||
Accumulated Other Comprehensive Income (Loss) [Line Items] | ||||||||||||
Liquidation preference | $ 35,000,000 | |||||||||||
Preferred stock, shares issued | 4,230,000 | |||||||||||
Stock issued during period, value, new issues | $ 4,990,000 | |||||||||||
Stock issued during period, shares, new issues | 867,913 | |||||||||||
Proceeds from issuance of private placement | $ 153,000 | |||||||||||
Series A Preferred Stock [Member] | ||||||||||||
Accumulated Other Comprehensive Income (Loss) [Line Items] | ||||||||||||
Preferred stock, shares authorized | 8,750,000 | 8,750,000 | ||||||||||
Preferred stock, shares issued | 8,750,000 | 8,750,000 | 8,750,000 | |||||||||
Liquidation preference | $ 35,000,000 | $ 35,000,000 | $ 35,000,000 | $ 35,000,000 | ||||||||
Series A Preferred Stock [Member] | Subsequent Event [Member] | ||||||||||||
Accumulated Other Comprehensive Income (Loss) [Line Items] | ||||||||||||
Liquidation preference | $ 35,000,000 | |||||||||||
Nonvoting Common Stock [Member] | ||||||||||||
Accumulated Other Comprehensive Income (Loss) [Line Items] | ||||||||||||
Common stock, shares authorized | 30,000,000 | 30,000,000 | 62,500,000 | 62,500,000 | ||||||||
Common stock, shares issued | 28,230,842 | 28,230,842 | 28,230,842 | 0 | ||||||||
Common stock, shares outstanding | 28,230,842 | 28,230,842 | 0 | |||||||||
Stock issued during period, value, new issues | $ 28,179,592 | |||||||||||
Common stock, par value | $ 0.00001 | $ 0.00001 | $ 0.00001 | $ 0.00001 | ||||||||
Series B Preferred Stock [Member] | ||||||||||||
Accumulated Other Comprehensive Income (Loss) [Line Items] | ||||||||||||
Preferred stock, shares authorized | 5,000,000 | 2,500,000 | 2,500,000 | |||||||||
Preferred stock, shares issued | 4,171,445 | 381,658 | 0 | |||||||||
Common stock, shares authorized | 5,000,000 | |||||||||||
Common stock, shares issued | 381,658 | |||||||||||
Preferred stock, shares issued | $ 2,150,000 | |||||||||||
Stock issued during period, value, new issues | $ 4,620,000 | |||||||||||
Stock issued during period, shares, new issues | 890,310 | |||||||||||
Proceeds from issuance of private placement | $ 10,325,000 | |||||||||||
Principle shares | 1,680,084 | |||||||||||
Stock issued in private placement | 1,193 | |||||||||||
Principle shares | 74,922 | |||||||||||
Series B Preferred Stock [Member] | Subsequent Event [Member] | ||||||||||||
Accumulated Other Comprehensive Income (Loss) [Line Items] | ||||||||||||
Common stock, shares authorized | 10,000,000 | |||||||||||
Common stock, shares issued | 5,000,000 | |||||||||||
Number of shares issued | 353,713 | |||||||||||
Proceeds from issuance of private placement | $ 10,325,000 | |||||||||||
Principle shares | 1,680,084 | 799,603 | ||||||||||
Series B-1 Preferred Stock [Member] | ||||||||||||
Accumulated Other Comprehensive Income (Loss) [Line Items] | ||||||||||||
Preferred stock, shares authorized | 5,000,000 | |||||||||||
Preferred stock, shares issued | 74,922 | 0 | ||||||||||
Common stock, shares authorized | 5,000,000 | |||||||||||
Series B-1 Preferred Stock [Member] | Subsequent Event [Member] | ||||||||||||
Accumulated Other Comprehensive Income (Loss) [Line Items] | ||||||||||||
Common stock, shares authorized | 5,000,000 | |||||||||||
Number of shares issued | 8,388 | |||||||||||
Series C Preferred Stock [Member] | ||||||||||||
Accumulated Other Comprehensive Income (Loss) [Line Items] | ||||||||||||
Preferred stock, shares authorized | 2,500 | 2,500 | 2,500 | |||||||||
Preferred stock, shares issued | 0 | 0 | ||||||||||
Preferred stock, par value | $ 0.00001 | |||||||||||
Sale of stock, price per share | 13,000 | |||||||||||
Preferred stock, liquidation preference per share | $ 18 | |||||||||||
Preferred Stock [Member] | ||||||||||||
Accumulated Other Comprehensive Income (Loss) [Line Items] | ||||||||||||
Preferred stock, shares authorized | 12,500,000 | 12,500,000 | ||||||||||
Preferred Stock [Member] | Series A Preferred Stock [Member] | ||||||||||||
Accumulated Other Comprehensive Income (Loss) [Line Items] | ||||||||||||
Stock issued during period, value, new issues | ||||||||||||
Preferred Stock [Member] | Series B Preferred Stock [Member] | ||||||||||||
Accumulated Other Comprehensive Income (Loss) [Line Items] | ||||||||||||
Stock issued during period, value, new issues | ||||||||||||
Preferred Stock [Member] | Series B-1 Preferred Stock [Member] | ||||||||||||
Accumulated Other Comprehensive Income (Loss) [Line Items] | ||||||||||||
Stock issued during period, value, new issues | ||||||||||||
Common Stock [Member] | ||||||||||||
Accumulated Other Comprehensive Income (Loss) [Line Items] | ||||||||||||
Common stock, shares authorized | 62,500,000 | |||||||||||
Common stock, shares issued | 28,230,842 | |||||||||||
Stock issued during period, value, new issues | $ 1,000 | $ 1,000 | ||||||||||
Stock issued during period, shares, new issues | 28,179,592 | 28,179,592 |
Share Subscription Agreement (D
Share Subscription Agreement (Details Narrative) - USD ($) $ in Thousands | 9 Months Ended | 12 Months Ended | ||
Nov. 12, 2021 | Sep. 30, 2023 | Sep. 30, 2022 | Dec. 31, 2022 | |
Collaborative Arrangement and Arrangement Other than Collaborative [Line Items] | ||||
Shares issues initial public offering | ||||
Description of share subscription agreement | The Company may request a drawdown, or sale of common stock shares to the investors, over the five-year term of this agreement following the public listing unless terminated earlier. The amount of the drawdowns requested is limited by the trading volumes of the Company’s common stock shares over the 30-day period preceding the drawdown, and the price per share is equal to 90% of the average price per share over that same period. A 1% fee must be paid to the investors if the Company is sold in a private sale transaction rather than completing a public listing of its shares. | The Company may request a drawdown, or sale of common stock shares to the investors, over the five-year term of this agreement following the public listing unless terminated earlier. The amount of the drawdowns requested is limited by the trading volumes of the Company’s common stock shares over the 30-day period preceding the drawdown, and the price per share is equal to 90% of the average price per share over that same period. A 1% fee must be paid to the investors if the Company is sold in a private sale transaction rather than completing a public listing of its shares. | ||
Share Purchase Agreement [Member] | ||||
Collaborative Arrangement and Arrangement Other than Collaborative [Line Items] | ||||
Investors sales | $ 100,000 | |||
Commitment fee percentage | 2% | |||
Shares issues initial public offering | $ 700,000 |
Schedule of Effective Income Ta
Schedule of Effective Income Tax Rate (Details) | 9 Months Ended | 12 Months Ended | ||
Sep. 30, 2023 | Sep. 30, 2022 | Dec. 31, 2022 | Dec. 31, 2021 | |
Income Tax Disclosure [Abstract] | ||||
Federal statutory rate | (21.00%) | (21.00%) | (21.00%) | (21.00%) |
Permanent items | 0.80% | |||
True up prior year net operating loss deferred tax asset | (8.70%) | (6.10%) | ||
Other changes | 0.20% | (1.20%) | 1.90% | |
Change in valuation allowance | 20.80% | 30.90% | 24.40% | 21% |
Total | 0% | 0% | 0% | 0% |
Schedule of Net Deferred Tax As
Schedule of Net Deferred Tax Assets (Details) - USD ($) $ in Thousands | Sep. 30, 2023 | Dec. 31, 2022 | Dec. 31, 2021 |
Income Tax Disclosure [Abstract] | |||
Net operating loss carryforwards | $ 1,862 | $ 896 | |
Lease liability | 378 | 435 | |
Capitalized research and development | 614 | 299 | |
Derivative liability | 31 | ||
Accrued liabilities | 124 | 81 | 17 |
Stock compensation | 99 | 17 | |
Deferred tax assets | 3,077 | 1,759 | 17 |
Lease right-of-use asset | (400) | (462) | |
Unamortized debt discount | (31) | ||
Deferred tax liabilities | (400) | (493) | |
Less: valuation allowance | (2,677) | (1,266) | (17) |
Net deferred tax assets |
Income Taxes (Details Narrative
Income Taxes (Details Narrative) - USD ($) $ in Thousands | Sep. 30, 2023 | Dec. 31, 2022 |
Income Tax Disclosure [Abstract] | ||
Operating loss carryforwards | $ 8,867 | $ 4,265 |
Deferred tax assets | $ 614 | $ 299 |
Schedule of Operating Lease Lia
Schedule of Operating Lease Liabilities (Details) - USD ($) $ in Thousands | Sep. 30, 2023 | Dec. 31, 2022 | Dec. 31, 2021 |
Commitments and Contingencies Disclosure [Abstract] | |||
2023 | $ 86 | $ 466 | |
2024 | 477 | 477 | |
2025 | 488 | 488 | |
2026 | 544 | 544 | |
2027 | 509 | 509 | |
Thereafter | |||
Total lease payments | 2,104 | 2,484 | |
Less: imputed interest | (304) | (411) | |
Total lease liabilities | 1,800 | 2,073 | |
Less: current lease liabilities | (353) | (326) | |
Total non-current lease liabilities | $ 1,447 | $ 1,747 |
Leases, Commitments and Conti_3
Leases, Commitments and Contingencies (Details Narrative) - USD ($) $ in Thousands | 1 Months Ended | 9 Months Ended | 12 Months Ended | ||||||
Dec. 31, 2021 | Sep. 30, 2023 | Aug. 31, 2023 | Jan. 30, 2023 | Oct. 31, 2022 | Sep. 30, 2023 | Sep. 30, 2022 | Dec. 31, 2022 | Dec. 31, 2021 | |
Collaborative Arrangement and Arrangement Other than Collaborative [Line Items] | |||||||||
Extended lease term | 126 months | 62 months | 126 months | ||||||
Operating lease right-of-use asset | $ 1,908 | $ 1,908 | $ 2,199 | ||||||
Operating lease liability | 1,800 | 1,800 | 2,073 | ||||||
License fee | 15 | 15 | 15 | ||||||
Rent expense | 7 | $ 6 | 504 | $ 198 | 392 | 26 | |||
Noncancelable lease payments | $ 2,484 | ||||||||
Operating lease description | Company had entered into two short-term lease agreements for lab and office space. The Company opted on March 30, 2022, to extend the lease term for one of its leases for lab and office space, with a commencement date for the lease extension on May 1, 2022. The extended lease term was 126 months and was accounted for as an operating lease under the ASC 842 guidance for lease accounting. | Company entered into a lease agreement for office space with a term of 62 months, which expires on November 30, 2027. | |||||||
Operating lease extend description | Company extended this lease for an additional six months and it expired at the end of June 2023. | ||||||||
Operating Leases [Member] | |||||||||
Collaborative Arrangement and Arrangement Other than Collaborative [Line Items] | |||||||||
Noncancelable lease payments | 2,104 | 2,104 | |||||||
Short-term Leases [Member] | |||||||||
Collaborative Arrangement and Arrangement Other than Collaborative [Line Items] | |||||||||
Noncancelable lease payments | $ 65 | $ 65 | |||||||
Short Term Lease Agreement [Member] | |||||||||
Collaborative Arrangement and Arrangement Other than Collaborative [Line Items] | |||||||||
Operating lease right-of-use asset | $ 2,799 | 2,799 | |||||||
Operating lease liability | $ 2,799 | $ 2,799 | |||||||
Lease Agreement [Member] | |||||||||
Collaborative Arrangement and Arrangement Other than Collaborative [Line Items] | |||||||||
Operating lease right-of-use asset | $ 2,293 | ||||||||
Operating lease liability | $ 2,293 | ||||||||
Operating lease discount rate | 7.50% |
Related Party Transactions (Det
Related Party Transactions (Details Narrative) - USD ($) | 1 Months Ended | 9 Months Ended | 12 Months Ended | |||||||
Jan. 31, 2023 | Jan. 30, 2023 | Apr. 30, 2022 | Sep. 30, 2023 | Dec. 31, 2022 | Dec. 31, 2021 | Apr. 30, 2023 | Oct. 31, 2022 | Aug. 18, 2022 | Jul. 31, 2022 | |
Related Party Transaction [Line Items] | ||||||||||
Proceeds related party | $ 975,000 | |||||||||
Short term borrowings | $ 60,000 | $ 300,000 | ||||||||
Parent company receivable | 300,000 | $ 300,000 | ||||||||
Payments for equity investments | $ 323,000 | 2,322,000 | ||||||||
Proceeds from (repayments of) related party debt | 16,418,000 | |||||||||
Series A Preferred Stock [Member] | ||||||||||
Related Party Transaction [Line Items] | ||||||||||
Liquidation preference | $ 35,000,000 | 35,000,000 | $ 35,000,000 | $ 35,000,000 | ||||||
Fibro Genesis [Member] | ||||||||||
Related Party Transaction [Line Items] | ||||||||||
Proceeds related party | $ 225,000 | |||||||||
Repayment of related party | $ 225,000 | |||||||||
Percentage of gross proceeds from equity investments | 15% | |||||||||
Derivative liability | 0 | |||||||||
Derivative liabilities payable to related parties | $ 141,000 | |||||||||
Related Party [Member] | ||||||||||
Related Party Transaction [Line Items] | ||||||||||
Derivative liability | $ 2,573 |
Schedule of Stock Based Compens
Schedule of Stock Based Compensation Expense (Details) - USD ($) $ in Thousands | 9 Months Ended | 12 Months Ended | ||
Sep. 30, 2023 | Sep. 30, 2022 | Dec. 31, 2022 | Dec. 31, 2021 | |
Share-Based Payment Arrangement, Expensed and Capitalized, Amount [Line Items] | ||||
Total stock-based compensation expense | $ 1,333 | $ 233 | $ 265 | |
Research and Development Expense [Member] | ||||
Share-Based Payment Arrangement, Expensed and Capitalized, Amount [Line Items] | ||||
Total stock-based compensation expense | 196 | 100 | 115 | |
General and Administrative Expense [Member] | ||||
Share-Based Payment Arrangement, Expensed and Capitalized, Amount [Line Items] | ||||
Total stock-based compensation expense | $ 1,137 | $ 133 | $ 150 |
Schedule of Unvested Awards and
Schedule of Unvested Awards and Weighted Average Period (Details) - USD ($) $ in Thousands | 1 Months Ended | 12 Months Ended |
Sep. 30, 2023 | Dec. 31, 2022 | |
Share-Based Payment Arrangement [Abstract] | ||
Unrecognized stock-based compensation expense (in thousands) | $ 5,470 | $ 169 |
Expected weighted average period compensation cost | 3 years 2 months 12 days | 1 year 8 months 12 days |
Schedule of Stock Option Activi
Schedule of Stock Option Activity (Details) - $ / shares | 1 Months Ended | 9 Months Ended | 12 Months Ended | ||
Aug. 31, 2023 | Feb. 28, 2023 | Sep. 30, 2023 | Sep. 30, 2022 | Dec. 31, 2022 | |
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items] | |||||
Number of options, granted | 2,500 | 3,689,750 | 101,250 | ||
Weighted-average exercise price, exercised | $ 2.64 | ||||
Share-Based Payment Arrangement, Option [Member] | |||||
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items] | |||||
Stock options, outstanding, beginning balance | 101,250 | ||||
Weighted-average exercise price, outstanding, beginning balance | $ 3.28 | ||||
Number of options, granted | 3,689,750 | 101,250 | |||
Weighted-average exercise price, granted | $ 2.28 | $ 3.28 | |||
Weighted average remaining contractual life (years), granted | 10 years | 10 years | |||
Exercise of stock options, shares | |||||
Weighted-average exercise price, exercised | |||||
Number of options, forfeited/cancelled | 2,500 | ||||
Weighted-average exercise price, forfeited/ cancelled | $ 3.28 | ||||
Weighted average remaining contractual life (years), forfeited/canceled | 9 years | ||||
Stock options, outstanding, ending balance | 3,788,500 | 101,250 | |||
Weighted-average exercise price, outstanding, ending balance | $ 2.36 | $ 3.28 | |||
Weighted average remaining contractual life (years), outstanding | 9 years 4 months 24 days | 9 years 8 months 12 days | |||
Number of options, exercisable | 56,298 | 19,445 | |||
Weighted-average exercise price, exercisable | $ 3.28 | $ 3.28 | |||
Weighted average remaining contractual term, exercisable | 9 years | 9 years 8 months 12 days |
Schedule of Fair Value of Optio
Schedule of Fair Value of Option Granted Black Scholes (Details) | 9 Months Ended | 12 Months Ended |
Sep. 30, 2023 | Dec. 31, 2022 | |
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items] | ||
Risk-free interest rate | 3.90% | 4.10% |
Expected volatility | 90% | 100% |
Expected term | 7 years | |
Expected dividend | 0% | 0% |
Minimum [Member] | ||
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items] | ||
Expected term | 5 years 4 months 24 days | |
Maximum [Member] | ||
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items] | ||
Expected term | 6 years 4 months 24 days |
Share-based Compensation (Detai
Share-based Compensation (Details Narrative) - USD ($) $ / shares in Units, $ in Thousands | 1 Months Ended | 9 Months Ended | 12 Months Ended | ||
Aug. 31, 2023 | Feb. 28, 2023 | Sep. 30, 2023 | Sep. 30, 2022 | Dec. 31, 2022 | |
Deferred Compensation Arrangement with Individual, Excluding Share-Based Payments and Postretirement Benefits [Line Items] | |||||
Share based payment award options grants | 101,250 | ||||
shares issued | 3.28 | ||||
Shares available for future issuance | 8,711,500 | 12,398,750 | |||
Stock-based compensation expense | $ 168 | ||||
Weighted-average exercise price | $ 2.64 | ||||
Weighted-average grant date fair value | $ 1.80 | $ 2.64 | |||
Number of options granted | 2,500 | 3,689,750 | 101,250 | ||
Strike price per share | $ 3.28 | $ 2.28 | $ 3.28 | ||
Board of Directors and Consultants [Member] | |||||
Deferred Compensation Arrangement with Individual, Excluding Share-Based Payments and Postretirement Benefits [Line Items] | |||||
Stock-based compensation expense | $ 168 |
Subsequent Events (Details Narr
Subsequent Events (Details Narrative) - USD ($) $ in Thousands | 1 Months Ended | 3 Months Ended | 9 Months Ended | 12 Months Ended | ||||||||
Apr. 30, 2023 | Mar. 31, 2023 | Feb. 28, 2023 | Jan. 31, 2023 | Nov. 30, 2023 | Aug. 31, 2022 | Mar. 31, 2023 | Sep. 30, 2023 | Sep. 30, 2022 | Dec. 31, 2022 | Aug. 18, 2022 | Dec. 31, 2021 | |
Subsequent Event [Line Items] | ||||||||||||
Proceeds from equity issues | $ 1,193 | |||||||||||
Issuance of Non-Voting Common Stock to Parent company members | ||||||||||||
Proceeds from initial public offering | $ 5,000 | 4,620 | ||||||||||
Face amount | $ 5,600 | $ 1,300 | ||||||||||
Issuance of private placement | $ 10,000 | $ 11,518 | ||||||||||
Common stock shares authorized | 10,000,000 | 100,000,000 | 100,000,000 | |||||||||
Common stock shares issued | 0 | 0 | ||||||||||
Number of shares of stock issues | 28,179,592 | |||||||||||
Number of additional shares issued | 3.28 | |||||||||||
Series A Preferred Stock [Member] | ||||||||||||
Subsequent Event [Line Items] | ||||||||||||
Liquidation preference | $ 35,000 | $ 35,000 | $ 35,000 | $ 35,000 | ||||||||
Series B Preferred Stock [Member] | ||||||||||||
Subsequent Event [Line Items] | ||||||||||||
Issuance of Non-Voting Common Stock to Parent company members | $ 4,620 | |||||||||||
Stock issuance costs | $ 2,150 | |||||||||||
Shares issued initial public offering | 890,310 | |||||||||||
Principle shares | 1,680,084 | |||||||||||
Issuance of private placement | $ 10,325 | |||||||||||
Common stock shares authorized | 5,000,000 | |||||||||||
Common stock shares issued | 381,658 | |||||||||||
Series B-1 Preferred Stock [Member] | ||||||||||||
Subsequent Event [Line Items] | ||||||||||||
Common stock shares authorized | 5,000,000 | |||||||||||
Subsequent Event [Member] | ||||||||||||
Subsequent Event [Line Items] | ||||||||||||
Liquidation preference | 35,000 | |||||||||||
Issuance of Non-Voting Common Stock to Parent company members | 4,990 | |||||||||||
Stock issuance costs | $ 4,230 | |||||||||||
Shares issued initial public offering | 867,913 | |||||||||||
Proceeds from initial public offering | $ 634 | |||||||||||
Assets to pay expenses | 114 | |||||||||||
Face amount | $ 3,700 | |||||||||||
Issuance of private placement | $ 153 | |||||||||||
Repaid principal | 300 | |||||||||||
Public sale of units | 23 | |||||||||||
Number of additional shares issued | 14,859 | |||||||||||
Subsequent Event [Member] | 2021 [Member] | ||||||||||||
Subsequent Event [Line Items] | ||||||||||||
Face amount | 1,600 | |||||||||||
Subsequent Event [Member] | 2022 [Member] | ||||||||||||
Subsequent Event [Line Items] | ||||||||||||
Face amount | $ 300 | |||||||||||
Subsequent Event [Member] | Fibro Genesis [Member] | ||||||||||||
Subsequent Event [Line Items] | ||||||||||||
Payment for sale of equity | 323 | |||||||||||
Subsequent Event [Member] | Series A Preferred Stock [Member] | ||||||||||||
Subsequent Event [Line Items] | ||||||||||||
Liquidation preference | 35,000 | |||||||||||
Subsequent Event [Member] | Series B Preferred Stock [Member] | ||||||||||||
Subsequent Event [Line Items] | ||||||||||||
Proceeds from equity issues | $ 5,000 | |||||||||||
Principle shares | 1,680,084 | 799,603 | ||||||||||
Issuance of private placement | $ 10,325 | |||||||||||
Repaid principal | $ 1,549 | |||||||||||
Common stock shares authorized | 10,000,000 | |||||||||||
Common stock shares issued | 5,000,000 | |||||||||||
Number of shares of stock issues | 353,713 | |||||||||||
Subsequent Event [Member] | Series B-1 Preferred Stock [Member] | ||||||||||||
Subsequent Event [Line Items] | ||||||||||||
Common stock shares authorized | 5,000,000 | |||||||||||
Number of shares of stock issues | 8,388 | |||||||||||
Subsequent Event [Member] | Series B-1 Preferred Stock [Member] | Investors [Member] | Warrant [Member] | ||||||||||||
Subsequent Event [Line Items] | ||||||||||||
Number of warrants issued | 10,321 |
Reverse Stock Split (Details Na
Reverse Stock Split (Details Narrative) | 1 Months Ended |
Oct. 31, 2023 | |
Forecast [Member] | |
Reverse stock split | 1-for-4 reverse stock split |