Cover
Cover | 12 Months Ended |
Dec. 31, 2023 | |
Entity Addresses [Line Items] | |
Document Type | S-1/A |
Amendment Flag | true |
Amendment Description | Amendment No. 2 |
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 |
Balance Sheets
Balance Sheets - USD ($) $ in Thousands | Dec. 31, 2023 | Dec. 31, 2022 |
Current assets | ||
Cash and cash equivalents | $ 9,163 | $ 2,266 |
Prepaid expenses | 36 | 29 |
Parent company receivable | 300 | |
Other current assets | 16 | 30 |
Total current assets | 9,215 | 2,625 |
Property and equipment, net | 797 | |
Operating lease right-of-use asset, net | 1,809 | 2,199 |
Total assets | 11,821 | 4,824 |
Current liabilities | ||
Accounts payable and accrued expenses | 1,444 | 758 |
Parent company payable | 141 | |
Operating lease liability, short-term | 362 | 326 |
Liability instrument | 7,236 | |
Derivative liability | 538 | |
Convertible notes payable, net of debt discount | 5,451 | |
Total current liabilities | 9,183 | 7,073 |
Operating lease liability, long-term | 1,385 | 1,747 |
Total liabilities | 10,568 | 8,820 |
Stockholders’ equity/(deficit) | ||
Net Parent investment | 1,461 | |
Additional paid-in capital | 25,609 | 2,414 |
Accumulated deficit | (24,357) | (7,872) |
Total stockholders’ equity/(deficit) | 1,253 | (3,996) |
Total liabilities and stockholders’ equity/(deficit) | 11,821 | 4,824 |
Series A Preferred Stock [Member] | ||
Stockholders’ equity/(deficit) | ||
Preferred Stock, value | ||
Series B Preferred Stock [Member] | ||
Stockholders’ equity/(deficit) | ||
Preferred Stock, value | ||
Series B-1 Preferred Stock [Member] | ||
Stockholders’ equity/(deficit) | ||
Preferred Stock, value | ||
Series C Preferred Stock [Member] | ||
Stockholders’ equity/(deficit) | ||
Preferred Stock, value | ||
Nonvoting Common Stock [Member] | ||
Stockholders’ equity/(deficit) | ||
Common Stock, value | 1 | 1 |
Voting Common Stock [Member] | ||
Stockholders’ equity/(deficit) | ||
Common Stock, value |
Balance Sheets (Parenthetical)
Balance Sheets (Parenthetical) - $ / shares | Dec. 31, 2023 | Dec. 31, 2022 |
Preferred stock, shares authorized | 20,000,000 | 12,500,000 |
Series A Preferred Stock [Member] | ||
Preferred stock, par value | $ 0.00001 | $ 0.00001 |
Preferred stock, shares issued | 8,750,000 | 8,750,000 |
Preferred stock, shares outstanding | 8,750,000 | 8,750,000 |
Preferred stock, shares authorized | 8,750,000 | 8,750,000 |
Series B Preferred Stock [Member] | ||
Preferred stock, par value | $ 0.00001 | $ 0.00001 |
Preferred stock, shares issued | 4,171,445 | 381,658 |
Preferred stock, shares outstanding | 4,171,445 | 381,658 |
Preferred stock, shares authorized | 5,000,000 | 5,000,000 |
Series B-1 Preferred Stock [Member] | ||
Preferred stock, par value | $ 0.00001 | $ 0.00001 |
Preferred stock, shares issued | 89,781 | 0 |
Preferred stock, shares outstanding | 89,781 | 0 |
Preferred stock, shares authorized | 5,000,000 | 5,000,000 |
Series C Preferred Stock [Member] | ||
Preferred stock, par value | $ 0.00001 | $ 0.00001 |
Preferred stock, shares authorized | 2,500 | 2,500 |
Common stock, shares issued | 0 | 0 |
Common stock, shares outstanding | 0 | 0 |
Nonvoting Common Stock [Member] | ||
Common stock, shares issued | 28,230,842 | 28,230,842 |
Common stock, shares outstanding | 28,230,842 | 28,230,842 |
Common stock, par value | $ 0.00001 | $ 0.00001 |
Common stock, shares authorized | 30,000,000 | 62,500,000 |
Voting Common Stock [Member] | ||
Common stock, shares issued | 0 | 0 |
Common stock, shares outstanding | 0 | 0 |
Common stock, par value | $ 0.00001 | $ 0.00001 |
Common stock, shares authorized | 100,000,000 | 100,000,000 |
Statements of Operations
Statements of Operations - USD ($) $ in Thousands | 12 Months Ended | |
Dec. 31, 2023 | Dec. 31, 2022 | |
Operating expenses: | ||
Research and development | $ 2,368 | $ 1,147 |
General, administrative and other | 6,521 | 3,320 |
Total operating expenses | 8,889 | 4,467 |
Loss from operations | (8,889) | (4,467) |
Change in fair value of liability instrument | (7,236) | |
Other loss | (213) | |
Interest expense | (147) | (654) |
Net loss | (16,485) | (5,121) |
Deemed dividend | (2,573) | |
Net loss attributable to common stockholders | $ (19,058) | $ (5,121) |
Net loss per share, basic | $ (0.68) | $ (0.18) |
Net loss per share, diluted | $ (0.68) | $ (0.18) |
Weighted-average shares outstanding, basic | 28,230,842 | 28,230,842 |
Weighted-average shares outstanding, diluted | 28,230,842 | 28,230,842 |
Statements of Changes in Stockh
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] | Voting Common Stock [Member] | Additional Paid-in Capital [Member] | Retained Earnings [Member] | Series B Preferred Stock [Member] | Total |
Balance at Dec. 31, 2021 | $ 1,461 | $ (2,751) | $ (1,290) | |||||||
Balance, shares at Dec. 31, 2021 | 8,750,000 | |||||||||
Issuance of Non-Voting Common Stock to Parent company members | $ 1 | (1) | ||||||||
Balance, shares | 28,179,592 | |||||||||
Sale of Series B Preferred Stock | 2,150 | 2,150 | ||||||||
Balance, shares | 381,658 | |||||||||
Stock-based compensation expense | 265 | 265 | ||||||||
Balance, shares | 51,250 | |||||||||
Net loss | (5,121) | (5,121) | ||||||||
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 | |||||||
Issuance of Non-Voting Common Stock to Parent company members | $ 4,620 | |||||||||
Balance, shares | 890,310 | |||||||||
Stock-based compensation expense | 1,765 | 1,765 | ||||||||
Net loss | (16,485) | (16,485) | ||||||||
Sale of Series B Preferred Stock, net of direct costs | 14,945 | 14,945 | ||||||||
Balance, shares | 2,570,394 | |||||||||
Sale of Series B-1 Preferred Stock | 1,193 | 1,193 | ||||||||
Sale of Series "B-1" Preferred Stock shares, net of direct costs, shares | 89,781 | |||||||||
Issuance of Series B Preferred Stock 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 Dec. 31, 2023 | $ 1 | $ 25,609 | $ (24,357) | $ 1,253 | ||||||
Balance, shares at Dec. 31, 2023 | 8,750,000 | 4,171,445 | 89,781 | 28,230,842 |
Statements of Cash Flows
Statements of Cash Flows - USD ($) $ in Thousands | 12 Months Ended | |
Dec. 31, 2023 | Dec. 31, 2022 | |
Cash flows from operating activities | ||
Net loss | $ (16,485) | $ (5,121) |
Adjustments to reconcile net loss to net cash used in operating activities: | ||
Change in fair value of liability instrument | 7,236 | |
Stock-based compensation expense | 1,765 | 265 |
Loss on derivative liability | 72 | |
Amortization of convertible notes debt discount | 81 | 389 |
Amortization of operating lease right-of-use asset | 390 | 94 |
Depreciation expense | 47 | |
Changes in operating assets and liabilities: | ||
Change in prepaid expenses | (7) | 8 |
Change in accounts payable and accrued expenses | 671 | 525 |
Change in other current assets | 14 | (6) |
Change in payable to Parent | 141 | |
Change in operating lease liability | (326) | (220) |
Net cash used in operating activities | (6,401) | (4,066) |
Cash flows from investing activities | ||
Purchases of property and equipment | (495) | |
Net cash used in investing activities | (495) | |
Cash flows from financing activities | ||
Payment of loan to Parent | (225) | |
ROFN Agreement payments to Parent | (2,645) | |
Repayment and proceeds of note receivable from Parent | 300 | (300) |
Proceeds from issuance of convertible notes | 4,300 | |
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 | 5,925 |
Net increase in cash and cash equivalents | 6,897 | 1,859 |
Cash and cash equivalents, beginning of year | 2,266 | 407 |
Cash and cash equivalents, end of year | 9,163 | 2,266 |
Supplemental disclosure of cash flow information: | ||
Cash paid for income taxes | ||
Cash paid for interest | 2 | |
Supplemental disclosure of non-cash investing and financing activities: | ||
Addition to derivative liability for debt issuance discount | 538 | |
Obtaining operating lease right-of-use asset and liability | 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 | |
Additions to accounts payable and accrued expenses for purchases of property and equipment | $ 349 |
Organization, Description of Bu
Organization, Description of Business, and Liquidity | 12 Months Ended |
Dec. 31, 2023 | |
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”). Direct Listing On January 31, 2024, the Company completed a direct listing of its common stock on Nasdaq (the “Direct Listing”). Upon completion of the Direct Listing, all outstanding shares of the Company’s Non-voting Common Stock, Series B Preferred Stock, and Series B-1 Preferred Stock automatically converted into shares of Voting Common Stock on a one-for-one basis. 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, 2023, the Company had an accumulated deficit of $ 24,357 thousand and cash and cash equivalents of $ 9,163 thousand. A transition to profitability will depend on the successful development, approval and commercialization of product candidates and on the achievement of sufficient revenues to support the Company’s cost structure. The Company currently does not generate revenues and may never achieve profitability. Unless and until such time that revenue and net income are generated, the Company will need to continue to raise additional capital. As further described in Note 8, management has entered into a share purchase agreement as of November 12, 2021. With the completion of the Company’s Direct Listing, this agreement provides the Company with access to additional liquidity. In February 2024, the Company utilized this facility to raise a total of $ 1,924 thousand. As a result, the Company believes it has adequate capital to fund its current operating plan for at least the next 12 months from the date of issuance of these Financial Statements. 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 has one reportable segment. |
Summary of Significant Accounti
Summary of Significant Accounting Policies | 12 Months Ended |
Dec. 31, 2023 | |
Accounting Policies [Abstract] | |
Summary of Significant Accounting Policies | 2. Summary of Significant Accounting Policies Basis of Presentation The accompanying Financial Statements have been prepared in accordance with accounting principles generally accepted in the United States of America (“GAAP”) and applicable rules and regulations of the Securities and Exchange Commission (“SEC”) regarding annual financial reporting. 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 was presented within stockholders’ equity/(deficit) and represented the Parent’s interest in the recorded net assets of the Company and has been eliminated through the ROFN Agreement as further described in Notes 7 and 11. 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 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. There were no Property and Equipment Property and equipment are stated at cost, net of accumulated depreciation. Depreciation of property and equipment is computed using the straight-line method over the estimated useful lives of the respective assets, generally three to five years, and includes laboratory equipment that is recorded at cost and depreciated using the straight-line method over the estimated useful lives of five years. Depreciation expense is classified in either research and development expense or in general and administrative expense, depending upon the nature of the asset, in the accompanying Statements of Operations. When property and equipment assets are retired or otherwise disposed of, the cost and related accumulated depreciation are removed from the balance sheets and the resulting gain or loss is recorded in other income (loss) in the period realized. Maintenance and repairs are expensed as incurred. 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 years ended December 31, 2023 and 2022. Leases The Company determines if an arrangement is a lease at inception. An arrangement is or contains a lease if it conveys the right to control the use of an identified asset for a period of time in exchange for consideration. If a lease is identified, classification is determined at lease commencement. Operating lease liabilities are recognized at the present value of the future lease payments at the lease commencement date. The Company’s leases do not provide an implicit interest rate and therefore the Company estimates its incremental borrowing rate to discount lease payments. The incremental borrowing rate reflects the interest rate that the Company would have to pay to borrow on a collateralized basis an amount equal to the lease payments in a similar economic environment over a similar term. Operating lease right-of-use (“ROU”) assets are based on the corresponding lease liability adjusted for any lease payments made at or before commencement, initial direct costs, and lease incentives. Renewals or early terminations are not accounted for unless the Company is reasonably certain to exercise these options. Operating lease expense is recognized and the ROU asset is amortized on a straight-line basis over the lease term. Operating leases are included in operating lease right-of-use asset, operating lease liability, short-term, and operating lease liability, long-term on the Company’s Balance Sheets. 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 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. 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. Derivatives Derivative financial instruments, including the Liability instrument, are recorded at fair value on the Balance Sheet. Liability classified derivatives are remeasured at their fair value at each reporting date, with decreases or increases in the fair value recognized as other gain or loss, respectively, within the Statement of Operations. Equity classified derivatives are not remeasured at each reporting date. If a liability classified derivative becomes eligible for reclassification to an equity classified derivative, any gains or losses recognized up to the point of reclassification are not reversed. 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 in general, administrative and other expense in the 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 The Company is a C corporation, and accounts 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 Stock-Based Compensation The Company recognizes compensation costs related to stock options granted to employees and nonemployees based on the estimated fair value of the awards on the date of grant and recognizes expense on a straight-line basis over the requisite service period, which is generally the vesting period of the award. Forfeitures are recognized as they occur. The fair value of stock options is estimated on the date of grant using a Black-Scholes option pricing model which requires management to apply judgment and make estimates, including: ● Fair Value of Common Stock ● Expected Term ● Expected Volatility ● Risk-Free Interest Rate ● Expected Dividend Emerging Growth Company With the completion of the Direct Listing, the Company is an emerging growth company (EGC), as defined in the Jumpstart Our Business Startups Act of 2012 (JOBS Act). Under the JOBS Act, an EGC can delay adopting new or revised accounting standards issued subsequent to the enactment of the JOBS Act until such time as those standards apply to private companies. The Company has elected to use this extended transition period for complying with new or revised accounting standards that have different effective dates for public and private companies; however, the Company may adopt new or revised accounting standards early if the standard allows for early adoption. In addition, the Company will utilize other exemptions and reduced reporting requirements provided to EGCs by the JOBS Act. Subject to certain conditions set forth in the JOBS Act, an EGC is not required to, among other things, (i) provide an auditor’s attestation report on the company’s system of internal controls over financial reporting pursuant to Section 404(b) of the Sarbanes-Oxley Act of 2002, (ii) provide all of the compensation disclosure that may be required of non-EGC public companies under the Dodd-Frank Wall Street Reform and Consumer Protection Act, (iii) comply with any requirement that may be adopted by the Public Company Accounting Oversight Board regarding mandatory audit firm rotation or a supplement to the auditor’s report providing additional information about the audit and the financial statements (auditor discussion and analysis), or (iv) disclose certain executive compensation-related items, such as the correlation between executive compensation and performance and comparisons of the chief executive officer’s compensation to median employee compensation. Recently Issued Accounting Pronouncements There have been no accounting pronouncements issued but not yet adopted by the Company that are expected to have a material impact on the Company’s Financial Statements. |
Net Loss per Share Attributable
Net Loss per Share Attributable to Common Stockholders | 12 Months Ended |
Dec. 31, 2023 | |
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 Years Ended December 31, (in thousands, except share and per share amounts) 2023 2022 Numerator: Net loss $ (16,485 ) $ (5,121 ) Adjustment to numerator for earnings per share: Deemed dividend (2,573 ) — Net loss attributable to common stockholders: $ (19,058 ) $ (5,121 ) 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 $ (0.68 ) $ (0.18 ) As further described in Note 7, the Company issued 28,230,842 As further described in Note 11, the Company agreed to pay to FibroGenesis 15% of the gross proceeds from any equity investments in FibroBiologics prior to an Initial Public Offering (“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 10,000 801,145 |
Property and Equipment
Property and Equipment | 12 Months Ended |
Dec. 31, 2023 | |
Property, Plant and Equipment [Abstract] | |
Property and Equipment | 4. Property and Equipment Property and equipment, net consist of the following: Schedule of Property and Equipment December 31, (in thousands) 2023 2022 Laboratory equipment $ 816 $ — Computer equipment, software, and other 28 — Total property and equipment at cost 844 — Less: Accumulated depreciation (47 ) — Property and equipment, net $ 797 $ — The useful life of Laboratory equipment is five years three years Depreciation expense was $ 47 thousand and $ 0 for the years ended December 31, 2023 and 2022, respectively. |
Fair Value of Financial Instrum
Fair Value of Financial Instruments | 12 Months Ended |
Dec. 31, 2023 | |
Fair Value Disclosures [Abstract] | |
Fair Value of Financial Instruments | 5. 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 6, at fair value. As of December 31, 2023, the 2022 Notes had been converted, which eliminated the derivative liability. As of December 31, 2023, the Company measured its liability instrument to investors under the Share Purchase Agreement, as further described in Note 8, at $ 7,236 no The following tables summarize the Company’s financial liabilities measured at fair value on a recurring basis based on the three-tier fair value hierarchy: Schedule of Financial Liabilities Measured at Fair Value (in thousands) Level 1 Level 2 Level 3 Total Fair Value Measurement as of December 31, 2023 (in thousands) Level 1 Level 2 Level 3 Total Liabilities: Derivative liability — — — — Liability instrument — — 7,236 7,236 Total fair value — — 7,236 7,236 (in thousands) Level 1 Level 2 Level 3 Total Fair Value Measurement as of December 31, 2022 (in thousands) Level 1 Level 2 Level 3 Total Liabilities: Derivative liability — — 538 538 Liability instrument — — — — Total fair value — — 538 538 The following table summarizes the transfers in and out of Level 3 financial liabilities: Schedule of Financial Liability Transfers (in thousands) Derivative Liability Liability Instrument Fair value at December 31, 2021 $ — $ — Addition to derivative liability for debt issuance discount 538 — Fair value at December 31, 20222 538 — Fair value, beginning balance 538 — Reclassification of derivative liability for conversion of Notes to Series B Preferred Stock (538 ) — Increase in the fair value of the liability instrument — 7,236 Fair value at December 31, 2023 $ — $ 7,236 Fair value, ending balance $ — $ 7,236 As of December 31, 2023, the liability instrument includes the contingent warrant and the contingent put option as a single unit of account. The liability instrument value was determined using a Black-Scholes valuation model and management’s assumption of a 50% likelihood as of December 31, 2023, of becoming a public company prior to the expiration of the Stock Purchase Agreement. Inputs used in the Black-Scholes valuation model included an estimated number of warrants, an assumed common stock share price of $ 15.00 five-year 0 3.84 five-year 96 The derivative liability was determined based upon a valuation model that used inputs and assumptions including potential outcomes, interest rates, probabilities, and timing. 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. Other than those transfers noted in the table above, there were no transfers in or out of Level 1, Level 2 or Level 3 assets and liabilities for the years ended December 31, 2023 and 2022. |
Convertible Notes Payable
Convertible Notes Payable | 12 Months Ended |
Dec. 31, 2023 | |
Debt Disclosure [Abstract] | |
Convertible Notes Payable | 6. Convertible Notes Payable The Company entered into multiple convertible promissory note agreements in December 2021 (collectively, the “2021 Notes”). 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 per the guidance in ASC 815-10-15-74(a) 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, 2023 and 2022, was $ 65 265 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 December 31, 2023 and 2022: Schedule of Convertible Debt (in thousands) 2023 2022 December 31, (in thousands) 2023 2022 Convertible notes principal $ — $ 5,600 Convertible notes discount — (149 ) Convertible notes payable, net of discount $ — $ 5,451 |
Stockholders_ Equity_(Deficit)
Stockholders’ Equity/(Deficit) and Net Parent Investment | 12 Months Ended |
Dec. 31, 2023 | |
Equity [Abstract] | |
Stockholders’ Equity/(Deficit) and Net Parent Investment | 7. Stockholders’ Equity/(Deficit) and 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 6.76 In January 2023, to reflect the ROFN Agreement with its Parent, as further discussed in Note 11, 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 20.00 During the year ended December 31, 2023, the Company raised $ 4,620 890,310 10,325 1,680,084 1,193 89,781 10,321 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 Also 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 |
Share Subscription Agreement
Share Subscription Agreement | 12 Months Ended |
Dec. 31, 2023 | |
Share Subscription Agreement | |
Share Subscription Agreement | 8. 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 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 | 12 Months Ended |
Dec. 31, 2023 | |
Income Tax Disclosure [Abstract] | |
Income Taxes | 9. 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 Years Ended December 31, 2023 2022 Federal statutory rate (21.0 )% (21.0 )% Permanent items 9.2 0.8 True-up prior-year net operating loss deferred tax asset — (6.1 ) Non-deductible stock compensation 1.6 0.0 Other changes — 1.9 Change in valuation allowance 10.2 24.4 % 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, 2023 December 31, 2022 Deferred tax assets: Net operating loss carryforwards $ 2,005 $ 896 Capitalized research and development 675 299 Lease liability 367 435 Accrued liabilities 156 81 Stock compensation 123 17 Derivative liability — 31 Deferred tax assets 3,326 1,759 Deferred tax liabilities: Lease right-of-use asset (380 ) (462 ) Fixed assets (11 ) — Unamortized debt discount — (31 ) Deferred tax liabilities (391 ) (493 ) Less: Valuation allowance (2,935 ) (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, 2023 and 2022, the Company had no 9,547 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 Internal Revenue Code (“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, 2023, 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 results in a deferred tax asset of approximately $ 680 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, 2023 and 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 December 31, 2023 and 2022, the Company had no |
Leases, Commitments and Conting
Leases, Commitments and Contingencies | 12 Months Ended |
Dec. 31, 2023 | |
Commitments and Contingencies Disclosure [Abstract] | |
Leases, Commitments and Contingencies | 10. Leases, Commitments and Contingencies 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, then further expanded the scope on August 1, 2022, and October 7, 2022, which increased the monthly license fee 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 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 6 7 Rent expense for the years ended December 31, 2023 and 2022, was $ 685 392 2,017 45 Maturities of operating lease liabilities as of December 31, 2023, were as follows: Schedule of Operating Lease Liabilities (in thousands of dollars) 2024 $ 477 2025 487 2026 544 2027 509 Thereafter — Total lease payments 2,017 Less: Imputed interest (270 ) Total lease liability 1,747 Less: Current lease liability (362 ) Total non-current lease liability $ 1,385 |
Related Party Transactions
Related Party Transactions | 12 Months Ended |
Dec. 31, 2023 | |
Related Party Transactions [Abstract] | |
Related Party Transactions | 11. Related Party Transactions The Company repaid in April 2022 the remaining Parent company payable of $ 225 thousand , which was outstanding at December 31, 2021 300 thousand to the Parent on a one-year note bearing no interest. In October 2022, the Company loaned $ 60 thousand to the Parent on a one-year note bearing no interest and this note was repaid before December 31, 2022. In April 2023, FibroGenesis repaid in full the $ 300 thousand Parent company receivable. As described in Note 7, 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 |
Share-Based Compensation
Share-Based Compensation | 12 Months Ended |
Dec. 31, 2023 | |
Share-Based Payment Arrangement [Abstract] | |
Share-Based Compensation | 12. 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 December 31, 2023 and 2022, respectively, there were 8,711,500 12,398,750 Stock-based compensation expense is recognized in the Statements of Operations as follows: Schedule of Stock Based Compensation Expense Years Ended December 31, (in thousands of dollars) 2023 2022 Research and development $ 262 $ 115 General and administrative 1,503 150 Total stock-based compensation expense $ 1,765 $ 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, 2023, are as follows: Schedule of Unvested Awards and Weighted Average Period Stock Options Unrecognized stock-based compensation expense (in thousands) $ 5,039 Expected weighted-average period compensation costs to be recognized (years) 3.0 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, 2022 101,250 $ 3.28 9.4 — Granted 3,689,750 $ 2.28 10.0 — Exercised — $ — — — Forfeited/canceled 2,500 $ 3.28 8.7 — Outstanding as of December 31, 2023 3,788,500 $ 2.31 9.1 — Exercisable as of December 31, 2023 68,519 $ 3.28 8.7 — 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, 2023 Year Ended December 31, 2022 Risk-free interest rate 3.9 % 4.1 % Expected volatility 90 % 100 % Expected term (years) 7.0 5.4 6.4 Expected dividend 0 % 0 % The weighted-average grant date fair value of the options granted during the years ended December 31, 2023 and 2022 was $ 1.80 2.64 |
Subsequent Events
Subsequent Events | 12 Months Ended |
Dec. 31, 2023 | |
Subsequent Events [Abstract] | |
Subsequent Events | 13. Subsequent Events The Company’s registration statement filed with the Securities and Exchange Commission (SEC) was declared effective on January 24, 2024, and trading of the Company’s stock commenced on Nasdaq on January 31, 2024 (Direct Listing). In January 2024, in conjunction with its the Company 2,500 its 756 the Direct Listing 270 paid 200 2,000 1,299,783 21.54 five years In February 2024, the Company sold a total of 142,298 1,921 |
Summary of Significant Accoun_2
Summary of Significant Accounting Policies (Policies) | 12 Months Ended |
Dec. 31, 2023 | |
Accounting Policies [Abstract] | |
Basis of Presentation | Basis of Presentation The accompanying Financial Statements have been prepared in accordance with accounting principles generally accepted in the United States of America (“GAAP”) and applicable rules and regulations of the Securities and Exchange Commission (“SEC”) regarding annual financial reporting. 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 was presented within stockholders’ equity/(deficit) and represented the Parent’s interest in the recorded net assets of the Company and has been eliminated through the ROFN Agreement as further described in Notes 7 and 11. 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 | 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 |
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 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. There were no |
Property and Equipment | Property and Equipment Property and equipment are stated at cost, net of accumulated depreciation. Depreciation of property and equipment is computed using the straight-line method over the estimated useful lives of the respective assets, generally three to five years, and includes laboratory equipment that is recorded at cost and depreciated using the straight-line method over the estimated useful lives of five years. Depreciation expense is classified in either research and development expense or in general and administrative expense, depending upon the nature of the asset, in the accompanying Statements of Operations. When property and equipment assets are retired or otherwise disposed of, the cost and related accumulated depreciation are removed from the balance sheets and the resulting gain or loss is recorded in other income (loss) in the period realized. Maintenance and repairs are expensed as incurred. 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 years ended December 31, 2023 and 2022. |
Leases | Leases The Company determines if an arrangement is a lease at inception. An arrangement is or contains a lease if it conveys the right to control the use of an identified asset for a period of time in exchange for consideration. If a lease is identified, classification is determined at lease commencement. Operating lease liabilities are recognized at the present value of the future lease payments at the lease commencement date. The Company’s leases do not provide an implicit interest rate and therefore the Company estimates its incremental borrowing rate to discount lease payments. The incremental borrowing rate reflects the interest rate that the Company would have to pay to borrow on a collateralized basis an amount equal to the lease payments in a similar economic environment over a similar term. Operating lease right-of-use (“ROU”) assets are based on the corresponding lease liability adjusted for any lease payments made at or before commencement, initial direct costs, and lease incentives. Renewals or early terminations are not accounted for unless the Company is reasonably certain to exercise these options. Operating lease expense is recognized and the ROU asset is amortized on a straight-line basis over the lease term. Operating leases are included in operating lease right-of-use asset, operating lease liability, short-term, and operating lease liability, long-term on the Company’s Balance Sheets. 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 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. |
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. |
Derivatives | Derivatives Derivative financial instruments, including the Liability instrument, are recorded at fair value on the Balance Sheet. Liability classified derivatives are remeasured at their fair value at each reporting date, with decreases or increases in the fair value recognized as other gain or loss, respectively, within the Statement of Operations. Equity classified derivatives are not remeasured at each reporting date. If a liability classified derivative becomes eligible for reclassification to an equity classified derivative, any gains or losses recognized up to the point of reclassification are not reversed. |
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 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 | Income Taxes The Company is a C corporation, and accounts 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 |
Stock-Based Compensation | Stock-Based Compensation The Company recognizes compensation costs related to stock options granted to employees and nonemployees based on the estimated fair value of the awards on the date of grant and recognizes expense on a straight-line basis over the requisite service period, which is generally the vesting period of the award. Forfeitures are recognized as they occur. The fair value of stock options is estimated on the date of grant using a Black-Scholes option pricing model which requires management to apply judgment and make estimates, including: ● Fair Value of Common Stock ● Expected Term ● Expected Volatility ● Risk-Free Interest Rate ● Expected Dividend |
Emerging Growth Company | Emerging Growth Company With the completion of the Direct Listing, the Company is an emerging growth company (EGC), as defined in the Jumpstart Our Business Startups Act of 2012 (JOBS Act). Under the JOBS Act, an EGC can delay adopting new or revised accounting standards issued subsequent to the enactment of the JOBS Act until such time as those standards apply to private companies. The Company has elected to use this extended transition period for complying with new or revised accounting standards that have different effective dates for public and private companies; however, the Company may adopt new or revised accounting standards early if the standard allows for early adoption. In addition, the Company will utilize other exemptions and reduced reporting requirements provided to EGCs by the JOBS Act. Subject to certain conditions set forth in the JOBS Act, an EGC is not required to, among other things, (i) provide an auditor’s attestation report on the company’s system of internal controls over financial reporting pursuant to Section 404(b) of the Sarbanes-Oxley Act of 2002, (ii) provide all of the compensation disclosure that may be required of non-EGC public companies under the Dodd-Frank Wall Street Reform and Consumer Protection Act, (iii) comply with any requirement that may be adopted by the Public Company Accounting Oversight Board regarding mandatory audit firm rotation or a supplement to the auditor’s report providing additional information about the audit and the financial statements (auditor discussion and analysis), or (iv) disclose certain executive compensation-related items, such as the correlation between executive compensation and performance and comparisons of the chief executive officer’s compensation to median employee compensation. |
Recently Issued Accounting Pronouncements | Recently Issued Accounting Pronouncements There have been no accounting pronouncements issued but not yet adopted by the Company that are expected to have a material impact on the Company’s Financial Statements. |
Net Loss per Share Attributab_2
Net Loss per Share Attributable to Common Stockholders (Tables) | 12 Months Ended |
Dec. 31, 2023 | |
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 Years Ended December 31, (in thousands, except share and per share amounts) 2023 2022 Numerator: Net loss $ (16,485 ) $ (5,121 ) Adjustment to numerator for earnings per share: Deemed dividend (2,573 ) — Net loss attributable to common stockholders: $ (19,058 ) $ (5,121 ) 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 $ (0.68 ) $ (0.18 ) |
Property and Equipment (Tables)
Property and Equipment (Tables) | 12 Months Ended |
Dec. 31, 2023 | |
Property, Plant and Equipment [Abstract] | |
Schedule of Property and Equipment | Property and equipment, net consist of the following: Schedule of Property and Equipment December 31, (in thousands) 2023 2022 Laboratory equipment $ 816 $ — Computer equipment, software, and other 28 — Total property and equipment at cost 844 — Less: Accumulated depreciation (47 ) — Property and equipment, net $ 797 $ — |
Fair Value of Financial Instr_2
Fair Value of Financial Instruments (Tables) | 12 Months Ended |
Dec. 31, 2023 | |
Fair Value Disclosures [Abstract] | |
Schedule of Financial Liabilities Measured at Fair Value | The following tables summarize the Company’s financial liabilities measured at fair value on a recurring basis based on the three-tier fair value hierarchy: Schedule of Financial Liabilities Measured at Fair Value (in thousands) Level 1 Level 2 Level 3 Total Fair Value Measurement as of December 31, 2023 (in thousands) Level 1 Level 2 Level 3 Total Liabilities: Derivative liability — — — — Liability instrument — — 7,236 7,236 Total fair value — — 7,236 7,236 (in thousands) Level 1 Level 2 Level 3 Total Fair Value Measurement as of December 31, 2022 (in thousands) Level 1 Level 2 Level 3 Total Liabilities: Derivative liability — — 538 538 Liability instrument — — — — Total fair value — — 538 538 |
Schedule of Financial Liability Transfers | The following table summarizes the transfers in and out of Level 3 financial liabilities: Schedule of Financial Liability Transfers (in thousands) Derivative Liability Liability Instrument Fair value at December 31, 2021 $ — $ — Addition to derivative liability for debt issuance discount 538 — Fair value at December 31, 20222 538 — Fair value, beginning balance 538 — Reclassification of derivative liability for conversion of Notes to Series B Preferred Stock (538 ) — Increase in the fair value of the liability instrument — 7,236 Fair value at December 31, 2023 $ — $ 7,236 Fair value, ending balance $ — $ 7,236 |
Convertible Notes Payable (Tabl
Convertible Notes Payable (Tables) | 12 Months Ended |
Dec. 31, 2023 | |
Debt Disclosure [Abstract] | |
Schedule of Convertible Debt | The convertible debt balances consisted of the following at December 31, 2023 and 2022: Schedule of Convertible Debt (in thousands) 2023 2022 December 31, (in thousands) 2023 2022 Convertible notes principal $ — $ 5,600 Convertible notes discount — (149 ) Convertible notes payable, net of discount $ — $ 5,451 |
Income Taxes (Tables)
Income Taxes (Tables) | 12 Months Ended |
Dec. 31, 2023 | |
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 Years Ended December 31, 2023 2022 Federal statutory rate (21.0 )% (21.0 )% Permanent items 9.2 0.8 True-up prior-year net operating loss deferred tax asset — (6.1 ) Non-deductible stock compensation 1.6 0.0 Other changes — 1.9 Change in valuation allowance 10.2 24.4 % 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) December 31, 2023 December 31, 2022 Deferred tax assets: Net operating loss carryforwards $ 2,005 $ 896 Capitalized research and development 675 299 Lease liability 367 435 Accrued liabilities 156 81 Stock compensation 123 17 Derivative liability — 31 Deferred tax assets 3,326 1,759 Deferred tax liabilities: Lease right-of-use asset (380 ) (462 ) Fixed assets (11 ) — Unamortized debt discount — (31 ) Deferred tax liabilities (391 ) (493 ) Less: Valuation allowance (2,935 ) (1,266 ) Net deferred tax assets $ — $ — |
Leases, Commitments and Conti_2
Leases, Commitments and Contingencies (Tables) | 12 Months Ended |
Dec. 31, 2023 | |
Commitments and Contingencies Disclosure [Abstract] | |
Schedule of Operating Lease Liabilities | Maturities of operating lease liabilities as of December 31, 2023, were as follows: Schedule of Operating Lease Liabilities (in thousands of dollars) 2024 $ 477 2025 487 2026 544 2027 509 Thereafter — Total lease payments 2,017 Less: Imputed interest (270 ) Total lease liability 1,747 Less: Current lease liability (362 ) Total non-current lease liability $ 1,385 |
Share-Based Compensation (Table
Share-Based Compensation (Tables) | 12 Months Ended |
Dec. 31, 2023 | |
Share-Based Payment Arrangement [Abstract] | |
Schedule of Stock Based Compensation Expense | Stock-based compensation expense is recognized in the Statements of Operations as follows: Schedule of Stock Based Compensation Expense Years Ended December 31, (in thousands of dollars) 2023 2022 Research and development $ 262 $ 115 General and administrative 1,503 150 Total stock-based compensation expense $ 1,765 $ 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 December 31, 2023, are as follows: Schedule of Unvested Awards and Weighted Average Period Stock Options Unrecognized stock-based compensation expense (in thousands) $ 5,039 Expected weighted-average period compensation costs to be recognized (years) 3.0 |
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 9.4 — Granted 3,689,750 $ 2.28 10.0 — Exercised — $ — — — Forfeited/canceled 2,500 $ 3.28 8.7 — Outstanding as of December 31, 2023 3,788,500 $ 2.31 9.1 — Exercisable as of December 31, 2023 68,519 $ 3.28 8.7 — |
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: Year Ended December 31, 2023 Year Ended December 31, 2022 Risk-free interest rate 3.9 % 4.1 % Expected volatility 90 % 100 % Expected term (years) 7.0 5.4 6.4 Expected dividend 0 % 0 % |
Organization, Description of _2
Organization, Description of Business, and Liquidity (Details Narrative) - USD ($) $ in Thousands | 12 Months Ended | |
Dec. 31, 2023 | Dec. 31, 2022 | |
Accounting Policies [Abstract] | ||
Retained Earnings (Accumulated Deficit) | $ 24,357 | $ 7,872 |
Cash and Cash Equivalents, at Carrying Value | 9,163 | $ 2,266 |
Proceeds from Issuance Initial Public Offering | $ 1,924 |
Summary of Significant Accoun_3
Summary of Significant Accounting Policies (Details Narrative) - USD ($) | Dec. 31, 2023 | Dec. 31, 2022 |
Accounting Policies [Abstract] | ||
Federally insured limit | $ 250,000 | |
Cash equivalents | $ 0 | $ 0 |
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 | 12 Months Ended | |
Dec. 31, 2023 | Dec. 31, 2022 | |
Earnings Per Share [Abstract] | ||
Net loss | $ (16,485) | $ (5,121) |
Deemed dividend | (2,573) | |
Net loss attributable to common stockholders: | $ (19,058) | $ (5,121) |
Weighted average number of shares outstanding, basic | 28,230,842 | 28,230,842 |
Weighted average number of shares outstanding, diluted | 28,230,842 | 28,230,842 |
Net loss per share, basic | $ (0.68) | $ (0.18) |
Net loss per share, diluted | $ (0.68) | $ (0.18) |
Net Loss per Share Attributab_3
Net Loss per Share Attributable to Common Stockholders (Details Narrative) - USD ($) $ in Thousands | 12 Months Ended | |||
Dec. 31, 2022 | Dec. 31, 2023 | Jan. 31, 2023 | Aug. 18, 2022 | |
Earnings Per Share, Basic, by Common Class, Including Two Class Method [Line Items] | ||||
Preferred stock liquidation value | $ 35,000 | |||
Convertible notes outstanding | $ 5,600 | |||
Capital stock in excess | $ 10,000 | |||
Issued upon conversion of common stock | 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 | |
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 | |
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 Property and Equipm
Schedule of Property and Equipment (Details) - USD ($) $ in Thousands | Dec. 31, 2023 | Dec. 31, 2022 |
Property, Plant and Equipment [Line Items] | ||
Total property and equipment at cost | $ 844 | |
Less: Accumulated depreciation | (47) | |
Property and equipment, net | 797 | |
Laboratory Equipment [Member] | ||
Property, Plant and Equipment [Line Items] | ||
Total property and equipment at cost | 816 | |
Computer Equipment [Member] | ||
Property, Plant and Equipment [Line Items] | ||
Total property and equipment at cost | $ 28 |
Property and Equipment (Details
Property and Equipment (Details Narrative) - USD ($) $ in Thousands | 12 Months Ended | |
Dec. 31, 2023 | Dec. 31, 2022 | |
Property, Plant and Equipment [Line Items] | ||
Depreciation expense | $ 47 | |
Laboratary Equipment [Member] | ||
Property, Plant and Equipment [Line Items] | ||
Property, Plant and Equipment, Useful Life | 5 years | |
Computer Equipment [Member] | ||
Property, Plant and Equipment [Line Items] | ||
Property, Plant and Equipment, Useful Life | 3 years |
Schedule of Financial Liabiliti
Schedule of Financial Liabilities Measured at Fair Value (Details) - USD ($) $ in Thousands | Dec. 31, 2023 | Dec. 31, 2022 | Dec. 31, 2021 |
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | |||
Derivative liability | $ 538 | ||
Liability instrument | 7,236 | ||
Total fair value | 7,236 | 538 | |
Fair Value, Inputs, Level 1 [Member] | |||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | |||
Derivative liability | |||
Liability instrument | |||
Total fair value | |||
Fair Value, Inputs, Level 2 [Member] | |||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | |||
Derivative liability | |||
Liability instrument | |||
Total fair value | |||
Fair Value, Inputs, Level 3 [Member] | |||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | |||
Derivative liability | 538 | ||
Liability instrument | 7,236 | ||
Total fair value | $ 7,236 | $ 538 |
Schedule of Financial Liability
Schedule of Financial Liability Transfers (Details) - Fair Value, Inputs, Level 3 [Member] - USD ($) $ in Thousands | 12 Months Ended | |
Dec. 31, 2023 | Dec. 31, 2022 | |
Derivative [Member] | ||
Fair Value, off-Balance-Sheet Risks, Disclosure Information [Line Items] | ||
Fair value, beginning balance | $ 538 | |
Addition to derivative liability for debt issuance discount | 538 | |
Reclassification of derivative liability for conversion of Notes to Series B Preferred Stock | (538) | |
Increase in the fair value of the liability instrument | ||
Fair value, ending balance | 538 | |
Liability Instrument [Member] | ||
Fair Value, off-Balance-Sheet Risks, Disclosure Information [Line Items] | ||
Fair value, beginning balance | ||
Addition to derivative liability for debt issuance discount | ||
Reclassification of derivative liability for conversion of Notes to Series B Preferred Stock | ||
Increase in the fair value of the liability instrument | 7,236 | |
Fair value, ending balance | $ 7,236 |
Fair Value of Financial Instr_3
Fair Value of Financial Instruments (Details Narrative) $ / shares in Units, $ in Thousands | Dec. 31, 2023 USD ($) $ / shares | Aug. 31, 2023 $ / shares | Feb. 28, 2023 $ / shares | Dec. 31, 2022 USD ($) | Sep. 30, 2022 $ / shares | Dec. 31, 2021 USD ($) |
Fair Value Measurement Inputs and Valuation Techniques [Line Items] | ||||||
Liability instrument | $ | $ 7,236 | |||||
Share price | $ / shares | $ 15 | $ 3.28 | $ 2.28 | $ 3.28 | ||
Measurement Input, Maturity [Member] | ||||||
Fair Value Measurement Inputs and Valuation Techniques [Line Items] | ||||||
Maturity period | 5 years | |||||
Measurement Input, Expected Dividend Rate [Member] | ||||||
Fair Value Measurement Inputs and Valuation Techniques [Line Items] | ||||||
Dividend yield | 0 | |||||
Measurement Input, Risk Free Interest Rate [Member] | ||||||
Fair Value Measurement Inputs and Valuation Techniques [Line Items] | ||||||
Dividend yield | 0.0384 | |||||
Measurement Input, Price Volatility [Member] | ||||||
Fair Value Measurement Inputs and Valuation Techniques [Line Items] | ||||||
Dividend yield | 0.96 |
Schedule of Convertible Debt (D
Schedule of Convertible Debt (Details) - USD ($) $ in Thousands | Dec. 31, 2023 | Dec. 31, 2022 |
Debt Disclosure [Abstract] | ||
Convertible notes principal | $ 5,600 | |
Convertible notes discount | (149) | |
Convertible notes payable, net of discount | $ 5,451 |
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, 2023 | Dec. 31, 2022 | |
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items] | |||||
Long-term debt, gross | $ 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. | ||||
Interest expense | $ 65 | $ 265 | |||
Face value | $ 5,600 | ||||
Two Thousand Twenty Two Notes [Member] | |||||
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items] | |||||
Face value | $ 300 | $ 3,700 | $ 300 | ||
Two Thousand Twenty Two Notes [Member] | Series B Preferred Stock [Member] | |||||
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items] | |||||
Converted principal shares | 353,713 | 799,603 | 66,077 | ||
2021 Notes [Member] | |||||
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items] | |||||
Face value | $ 1,300 |
Stockholders_ Equity_(Deficit_2
Stockholders’ Equity/(Deficit) and Net Parent Investment (Details Narrative) - USD ($) $ / shares in Units, $ in Thousands | 1 Months Ended | 12 Months Ended | ||||||
Oct. 31, 2023 | Oct. 31, 2023 | Aug. 31, 2022 | Dec. 31, 2023 | Dec. 31, 2022 | Apr. 30, 2023 | Jan. 31, 2023 | Aug. 18, 2022 | |
Class of Stock [Line Items] | ||||||||
Preferred stock, shares authorized | 100,000,000 | 100,000,000 | 20,000,000 | 12,500,000 | ||||
Liquidation preference | $ 35,000 | |||||||
Common stock, shares authorized | 10,000,000 | |||||||
Employee benefit plan | 51,250 | |||||||
Share based compensation | $ 168 | |||||||
Stock issued during period, value, new issues | ||||||||
Common stock, par value | $ 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. | |||||||
Reverse stock split | 1-for-4 reverse stock split | |||||||
Warrant [Member] | ||||||||
Class of Stock [Line Items] | ||||||||
Stock issued during period, shares, new issues | 10,321 | |||||||
Series A Preferred Stock [Member] | ||||||||
Class of Stock [Line Items] | ||||||||
Preferred stock, shares authorized | 8,750,000 | 8,750,000 | ||||||
Preferred stock, shares issued | 8,750,000 | 8,750,000 | ||||||
Liquidation preference | $ 35,000 | $ 35,000 | $ 35,000 | |||||
Preferred stock, par value | $ 0.00001 | $ 0.00001 | ||||||
Nonvoting Common Stock [Member] | ||||||||
Class of Stock [Line Items] | ||||||||
Common stock, shares authorized | 30,000,000 | 30,000,000 | 30,000,000 | 62,500,000 | ||||
Stock issued during period, shares, new issues | 28,179,592 | 28,230,842 | ||||||
Common stock, par value | $ 0.00001 | $ 0.00001 | $ 0.00001 | $ 0.00001 | ||||
Series B Preferred Stock [Member] | ||||||||
Class of Stock [Line Items] | ||||||||
Preferred stock, shares authorized | 5,000,000 | 5,000,000 | ||||||
Preferred stock, shares issued | 4,171,445 | 381,658 | ||||||
Common stock, shares authorized | 5,000,000 | |||||||
Stock issued during period, shares, new issues | 890,310 | |||||||
Preferred stock, shares authorized | 2,500,000 | |||||||
Preferred stock, shares issued | $ 2,150 | |||||||
Preferred stock, liquidation preference per share | $ 6.76 | |||||||
Stock issued during period, value, new issues | $ 4,620 | |||||||
Preferred stock, par value | $ 0.00001 | $ 0.00001 | ||||||
Series B Preferred Stock [Member] | Private Placement [Member] | ||||||||
Class of Stock [Line Items] | ||||||||
Stock issued during period, shares, new issues | 1,680,084 | |||||||
Stock issued during period, value, new issues | $ 10,325 | |||||||
Series B-1 Preferred Stock [Member] | ||||||||
Class of Stock [Line Items] | ||||||||
Preferred stock, shares authorized | 5,000,000 | 5,000,000 | ||||||
Preferred stock, shares issued | 89,781 | 0 | ||||||
Common stock, shares authorized | 5,000,000 | |||||||
Preferred stock, par value | $ 0.00001 | $ 0.00001 | ||||||
Series B-1 Preferred Stock [Member] | Private Placement [Member] | ||||||||
Class of Stock [Line Items] | ||||||||
Stock issued during period, shares, new issues | 89,781 | |||||||
Stock issued during period, value, new issues | $ 1,193 | |||||||
Series B 1 Preferred Stock [Member] | ||||||||
Class of Stock [Line Items] | ||||||||
Preferred stock, liquidation preference per share | $ 20 | |||||||
Series C Preferred Stock [Member] | ||||||||
Class of Stock [Line Items] | ||||||||
Preferred stock, shares authorized | 2,500 | 2,500 | 2,500 | 2,500 | ||||
Preferred stock, liquidation preference per share | $ 18 | $ 18 | ||||||
Preferred stock, par value | 0.00001 | 0.00001 | $ 0.00001 | $ 0.00001 | ||||
Sale of stock, price per share | $ 13,000 | $ 13,000 |
Share Subscription Agreement (D
Share Subscription Agreement (Details Narrative) - USD ($) $ in Thousands | 12 Months Ended | ||
Nov. 12, 2021 | Dec. 31, 2023 | 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. | ||
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) | 12 Months Ended | |
Dec. 31, 2023 | Dec. 31, 2022 | |
Income Tax Disclosure [Abstract] | ||
Federal statutory rate | (21.00%) | (21.00%) |
Permanent items | 9.20% | 0.80% |
True-up prior-year net operating loss deferred tax asset | (6.10%) | |
Non-deductible stock compensation | 1.60% | 0% |
Other changes | 1.90% | |
Change in valuation allowance | 10.20% | 24.40% |
Total | 0% | 0% |
Schedule of Net Deferred Tax As
Schedule of Net Deferred Tax Assets (Details) - USD ($) $ in Thousands | Dec. 31, 2023 | Dec. 31, 2022 |
Deferred tax assets: | ||
Net operating loss carryforwards | $ 2,005 | $ 896 |
Capitalized research and development | 675 | 299 |
Lease liability | 367 | 435 |
Accrued liabilities | 156 | 81 |
Stock compensation | 123 | 17 |
Derivative liability | 31 | |
Deferred tax assets | 3,326 | 1,759 |
Deferred tax liabilities: | ||
Lease right-of-use asset | (380) | (462) |
Fixed assets | (11) | |
Unamortized debt discount | (31) | |
Deferred tax liabilities | (391) | (493) |
Less: Valuation allowance | (2,935) | (1,266) |
Net deferred tax assets |
Income Taxes (Details Narrative
Income Taxes (Details Narrative) - USD ($) $ in Thousands | 12 Months Ended | |
Dec. 31, 2023 | Dec. 31, 2022 | |
Income Tax Disclosure [Abstract] | ||
Income tax expenses | $ 0 | $ 0 |
Operating loss carryforwards | 9,547 | |
Deferred tax assets | 680 | |
Uncertain tax positions | $ 0 | $ 0 |
Schedule of Operating Lease Lia
Schedule of Operating Lease Liabilities (Details) - USD ($) $ in Thousands | Dec. 31, 2023 | Dec. 31, 2022 |
Commitments and Contingencies Disclosure [Abstract] | ||
2024 | $ 477 | |
2025 | 487 | |
2026 | 544 | |
2027 | 509 | |
Thereafter | ||
Total lease payments | 2,017 | |
Less: Imputed interest | (270) | |
Total lease liability | 1,747 | |
Less: Current lease liability | (362) | $ (326) |
Total non-current lease liability | $ 1,385 | $ 1,747 |
Leases, Commitments and Conti_3
Leases, Commitments and Contingencies (Details Narrative) - USD ($) $ in Thousands | 1 Months Ended | 12 Months Ended | ||||
Sep. 30, 2023 | Jun. 30, 2023 | Dec. 31, 2023 | Dec. 31, 2022 | Oct. 31, 2022 | Dec. 31, 2021 | |
Collaborative Arrangement and Arrangement Other than Collaborative [Line Items] | ||||||
Extended lease term | 12 months | 62 months | 126 months | |||
Operating lease right-of-use asset | $ 1,809 | $ 2,199 | ||||
Operating lease liability | 1,747 | |||||
License fee | 15 | |||||
Rent expense | $ 7 | $ 6 | 685 | $ 392 | ||
Operating Leases [Member] | ||||||
Collaborative Arrangement and Arrangement Other than Collaborative [Line Items] | ||||||
Noncancelable lease payments | 2,017 | |||||
Short-term Leases [Member] | ||||||
Collaborative Arrangement and Arrangement Other than Collaborative [Line Items] | ||||||
Noncancelable lease payments | $ 45 | |||||
Short Term Lease Agreement [Member] | ||||||
Collaborative Arrangement and Arrangement Other than Collaborative [Line Items] | ||||||
Operating lease right-of-use asset | $ 2,799 | |||||
Operating lease liability | $ 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 | 12 Months Ended | ||||||
Jan. 31, 2023 | Apr. 30, 2022 | Dec. 31, 2023 | Dec. 31, 2022 | Apr. 30, 2023 | Oct. 31, 2022 | Aug. 18, 2022 | Jul. 31, 2022 | |
Related Party Transaction [Line Items] | ||||||||
Repayments of Related Party Debt | $ 225,000 | |||||||
Short-Term Debt | $ 60,000 | $ 300,000 | ||||||
Accounts Receivable, after Allowance for Credit Loss, Current | $ 300,000 | $ 300,000 | ||||||
Liquidation preference | $ 35,000,000 | |||||||
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 | |||||
Fibro Genesis [Member] | ||||||||
Related Party Transaction [Line Items] | ||||||||
Repayments of Related Party Debt | $ 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 | 12 Months Ended | |
Dec. 31, 2023 | Dec. 31, 2022 | |
Share-Based Payment Arrangement, Expensed and Capitalized, Amount [Line Items] | ||
Total stock-based compensation expense | $ 1,765 | $ 265 |
Research and Development Expense [Member] | ||
Share-Based Payment Arrangement, Expensed and Capitalized, Amount [Line Items] | ||
Total stock-based compensation expense | 262 | 115 |
General and Administrative Expense [Member] | ||
Share-Based Payment Arrangement, Expensed and Capitalized, Amount [Line Items] | ||
Total stock-based compensation expense | $ 1,503 | $ 150 |
Schedule of Unvested Awards and
Schedule of Unvested Awards and Weighted Average Period (Details) $ in Thousands | 12 Months Ended |
Dec. 31, 2023 USD ($) | |
Share-Based Payment Arrangement [Abstract] | |
Unrecognized stock-based compensation expense | $ 5,039 |
Expected weighted average period compensation cost | 3 years |
Schedule of Stock Option Activi
Schedule of Stock Option Activity (Details) - USD ($) | 1 Months Ended | 12 Months Ended | |||
Aug. 31, 2023 | Feb. 28, 2023 | Sep. 30, 2022 | Dec. 31, 2023 | 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 | ||
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 | ||||
Weighted average remaining contractual life (years), outstanding | 9 years 1 month 6 days | 9 years 4 months 24 days | |||
Stock options, outstanding, beginning balance | |||||
Number of options, granted | 3,689,750 | ||||
Weighted-average exercise price, granted | $ 2.28 | ||||
Weighted average remaining contractual life (years), granted | 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 | 8 years 8 months 12 days | ||||
Stock options, outstanding, ending balance | 3,788,500 | 101,250 | |||
Weighted-average exercise price, outstanding, ending balance | $ 2.31 | $ 3.28 | |||
Stock options, outstanding, beginning balance | |||||
Number of options, exercisable | 68,519 | ||||
Weighted-average exercise price, exercisable | $ 3.28 | ||||
Weighted average remaining contractual term, exercisable | 8 years 8 months 12 days | ||||
Stock options, outstanding, exercisable |
Schedule of Fair Value of Optio
Schedule of Fair Value of Option Granted Black Scholes (Details) | 12 Months Ended | |
Dec. 31, 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 | 12 Months Ended | |||
Aug. 31, 2023 | Feb. 28, 2023 | Sep. 30, 2022 | Dec. 31, 2023 | Dec. 31, 2022 | |
Share-Based Payment Arrangement [Abstract] | |||||
Number of options granted | 2,500 | 3,689,750 | 101,250 | ||
Strike price per share | $ 3.28 | $ 2.28 | $ 3.28 | $ 15 | |
Shares available for future issuance | 8,711,500 | 12,398,750 | |||
Stock-based compensation expense | $ 168 | ||||
Weighted-average grant date fair value | $ 1.80 | $ 2.64 |
Subsequent Events (Details Narr
Subsequent Events (Details Narrative) - USD ($) | 1 Months Ended | 12 Months Ended | ||||
Jan. 24, 2024 | Nov. 12, 2021 | Feb. 29, 2024 | Jan. 31, 2024 | Dec. 31, 2023 | Dec. 31, 2022 | |
Subsequent Event [Line Items] | ||||||
Payable to its services as advisor | $ 225,000 | |||||
Issuance of Non-Voting Common Stock to Parent company members | ||||||
Share Purchase Agreement [Member] | ||||||
Subsequent Event [Line Items] | ||||||
Issuance of Non-Voting Common Stock to Parent company members | $ 700,000,000 | |||||
Subsequent Event [Member] | Share Purchase Agreement [Member] | ||||||
Subsequent Event [Line Items] | ||||||
Application fee | $ 270,000 | |||||
Payable to its services as advisor | 200,000 | |||||
Commitment fee | $ 2,000,000 | |||||
Number of warrants | 1,299,783 | |||||
Exercise price | $ 21.54 | |||||
Warrant term | 5 years | |||||
Shares sold | 142,298 | |||||
Issuance of Non-Voting Common Stock to Parent company members | $ 1,921,000 | |||||
Subsequent Event [Member] | Share Purchase Agreement [Member] | Directors And Officers [Member] | ||||||
Subsequent Event [Line Items] | ||||||
Insurance policy cost | $ 756,000 | |||||
Series C Preferred Stock [Member] | Subsequent Event [Member] | ||||||
Subsequent Event [Line Items] | ||||||
Sale of stock number of shares issued in transaction | 2,500 |