Kairos Pharma (KAPA) S-1 29 Jan 25 IPO registration Financial data

Cover

Cover	9 Months Ended
	Sep. 30, 2024
Entity Addresses [Line Items]
Document Type	S-1
Amendment Flag	false
Entity Registrant Name	Kairos Pharma, Ltd.
Entity Central Index Key	0001962011
Entity Tax Identification Number	46-2993314
Entity Incorporation, State or Country Code	DE
Entity Address, Address Line One	2355 Westwood Blvd
Entity Address, Address Line Two	#139
Entity Address, City or Town	Los Angeles
Entity Address, State or Province	CA
Entity Address, Postal Zip Code	90064
City Area Code	(310)
Local Phone Number	948-2356
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	2355 Westwood Blvd.
Entity Address, Address Line Two	#139
Entity Address, City or Town	Los Angeles
Entity Address, State or Province	CA
Entity Address, Postal Zip Code	90064
City Area Code	(310)
Local Phone Number	948-2356
Contact Personnel Name	John S. Yu

Condensed Consolidated Balance

Condensed Consolidated Balance Sheets - USD ($) $ in Thousands	Sep. 30, 2024	Dec. 31, 2023	Dec. 31, 2022
Current Assets
Cash	$ 3,217	$ 93	$ 437
Vendor advances	1,515
Prepaid expenses and other current assets	10	8
Total Current Assets	4,742	101	437
Deferred offering costs		482	57
Intangible assets, net	262	382	542
Total Other Assets	262	864	599
TOTAL ASSETS	5,004	965	1,036
Current Liabilities
Accounts payable and accrued expenses	1,530	2,401	1,629
Notes payable - officers			0
Total Current Liabilities	1,672	2,405	1,633
Convertible notes payable, net of debt discount of $105 at December 31, 2023		638	582
Total Liabilities	1,672	3,043	2,215
COMMITMENTS AND CONTINGENCIES - NOTE 7
Shareholders’ Equity (Deficit)
Preferred stock, par value $0.001, 20,000,000 shares authorized; no shares issued and outstanding, respectively;
Common stock, par value $0.001, 100,000,000 shares authorized; 12,846,785 and 10,562,640 shares issued and outstanding, respectively;	13	11	10
Additional paid-in capital	11,154	4,123	3,211
Accumulated deficit	(7,835)	(6,212)	(4,400)
Total Shareholders’ Equity (Deficit)	3,332	(2,078)	(1,179)
TOTAL LIABILITIES AND SHAREHOLDERS’ EQUITY (DEFICIT)	5,004	965	1,036
Related Party [Member]
Current Liabilities
Due to related parties		4	4
Officer [Member]
Current Liabilities
Notes payable - officers	$ 142
Pro Forma [Member]
Current Assets
Cash		93
Vendor advances
Prepaid expenses and other current assets		8
Total Current Assets		101
Deferred offering costs		482
Intangible assets, net		382
Total Other Assets		864
TOTAL ASSETS		965
Current Liabilities
Accounts payable and accrued expenses		1,591
Total Current Liabilities		1,591
Convertible notes payable, net of debt discount of $105 at December 31, 2023
Total Liabilities		1,591
COMMITMENTS AND CONTINGENCIES - NOTE 7
Shareholders’ Equity (Deficit)
Preferred stock, par value $0.001, 20,000,000 shares authorized; no shares issued and outstanding, respectively;
Common stock, par value $0.001, 100,000,000 shares authorized; 12,846,785 and 10,562,640 shares issued and outstanding, respectively;		11
Additional paid-in capital		5,680
Accumulated deficit		(6,317)
Total Shareholders’ Equity (Deficit)		(626)
TOTAL LIABILITIES AND SHAREHOLDERS’ EQUITY (DEFICIT)		965
Pro Forma [Member] | Related Party [Member]
Current Liabilities
Due to related parties
Pro Forma [Member] | Officer [Member]
Current Liabilities
Notes payable - officers

Condensed Consolidated Balanc_2

Condensed Consolidated Balance Sheets (Parenthetical) - USD ($) $ in Thousands	Sep. 30, 2024	Dec. 31, 2023	Dec. 31, 2022
Convertible notes payable, net of debt discount		$ 105	$ 93
Preferred stock, par value	$ 0.001	$ 0.001	$ 0.001
Preferred stock, shares authorized	20,000,000	20,000,000	20,000,000
Preferred stock, shares issued	0	0	0
Preferred stock, shares outstanding	0	0	0
Common stock, par value	$ 0.001	$ 0.001	$ 0.001
Common stock, shares authorized	100,000,000	100,000,000	100,000,000
Common stock, shares issued	12,846,785	10,562,640	10,334,357
Common stock, shares outstanding	12,846,785	10,562,640	10,334,357
Pro Forma [Member]
Common stock, shares issued		11,211,179
Common stock, shares outstanding		11,211,179

Condensed Consolidated Statemen

Condensed Consolidated Statements of Operations - USD ($) $ in Thousands	3 Months Ended		9 Months Ended		12 Months Ended
	Sep. 30, 2024	Sep. 30, 2023	Sep. 30, 2024	Sep. 30, 2023	Dec. 31, 2023	Dec. 31, 2022
Income Statement [Abstract]
Revenues
Operating expenses:
Research and development	14	33	242	75	82	87
General and administrative	369	254	655	550	1,632	484
Total operating expenses	383	287	897	625	1,714	571
Loss from operations	(383)	(287)	(897)	(625)	(1,714)	(571)
Other expenses:
Interest expense	(12)	(15)	(35)	(39)	(42)	(51)
Debt discount amortization	(115)	(10)	(154)	(30)	(56)	(408)
Financing costs	(537)		(537)			(20)
Total other expenses	(664)	(25)	(726)	(69)	(98)	(479)
NET LOSS	$ (1,047)	$ (312)	$ (1,623)	$ (694)	$ (1,812)	$ (1,050)
BASIC LOSS PER COMMON SHARE	$ (0.10)	$ (0.03)	$ (0.15)	$ (0.07)	$ (0.17)	$ (0.10)
DILUTED LOSS PER COMMON SHARE	$ (0.10)	$ (0.03)	$ (0.15)	$ (0.07)	$ (0.17)	$ (0.10)
WEIGHTED-AVERAGE COMMON SHARES OUTSTANDING
BASIC	10,910,227	10,334,357	10,679,776	10,334,357	10,382,515	10,236,764
DILUTED	10,910,227	10,334,357	10,679,776	10,334,357	10,382,515	10,236,764
PRO FORMA BASIC LOSS PER COMMON SHARE					$ (0.16)	$ (0.10)
PRO FORMA DILUTED LOSS PER COMMON SHARE					$ (0.16)	$ (0.10)
PRO FORMA WEIGHTED-AVERAGE COMMON SHARES
OUTSTANDING BASIC					11,031,054	10,839,452
OUTSTANDING DILUTED					11,031,054	10,839,452

Condensed Consolidated Statem_2

Condensed Consolidated Statements of Shareholders' Equity (Deficit) - USD ($) $ in Thousands	Common Stock [Member]	Common Stock to be Issued [Member]	Additional Paid-in Capital [Member]	Retained Earnings [Member]	Total
Balance at Dec. 31, 2021	$ 8	$ 2	$ 2,173	$ (3,350)	$ (1,167)
Balance, shares at Dec. 31, 2021	8,055,575	2,124,000
Shares issued from common stock to be issued	$ 2	$ (2)
Shares issued from common stock to be issued, shares	2,124,000	(2,124,000)
Issuance of common shares upon conversion of convertible notes payable and accrued interest			648		648
Issuance of common shares upon conversion of convertible notes payable and accrued interest, shares	154,782
Fair value of warrants issued in connection with convertible notes payable			390		390
Net loss				(1,050)	(1,050)
Balance at Dec. 31, 2022	$ 10		3,211	(4,400)	(1,179)
Balance, shares at Dec. 31, 2022	10,334,357
Net loss				(694)	(694)
Balance at Sep. 30, 2023	$ 10		3,211	(5,094)	(1,873)
Balance, shares at Sep. 30, 2023	10,334,357
Balance at Dec. 31, 2022	$ 10		3,211	(4,400)	(1,179)
Balance, shares at Dec. 31, 2022	10,334,357
Net loss				(1,812)	(1,812)
Fair value of shares issued in connection with shareholder dispute	$ 1		912		913
Fair value of shares issued in connection with shareholder dispute, shares	228,283
Balance at Dec. 31, 2023	$ 11		4,123	(6,212)	(2,078)
Balance, shares at Dec. 31, 2023	10,562,640
Balance at Jun. 30, 2023	$ 10		3,211	(4,782)	(1,561)
Balance, shares at Jun. 30, 2023	10,334,357
Net loss				(312)	(312)
Balance at Sep. 30, 2023	$ 10		3,211	(5,094)	(1,873)
Balance, shares at Sep. 30, 2023	10,334,357
Balance at Dec. 31, 2023	$ 11		4,123	(6,212)	(2,078)
Balance, shares at Dec. 31, 2023	10,562,640
Issuance of common shares upon conversion of convertible notes payable and accrued interest			884		884
Issuance of common shares upon conversion of convertible notes payable and accrued interest, shares	368,371
Fair value of warrants issued in connection with convertible notes payable			29		29
Net loss				(1,623)	(1,623)
Issuance of common shares upon the closing of the initial public offering, net of offering costs	$ 2		4,650		4,652
Issuance of common shares upon the closing of the initial public offering, net of offering costs, shares	1,550,000
Issuance of common shares upon conversion of accounts payable			1,456		1,456
Issuance of common shares upon conversion of accounts payable, shares	364,110
Issuance of common shares upon conversion of amounts due to related parties			7		7
Issuance of common shares upon conversion of amounts due to related parties, shares	1,664
Fair value of vested restricted stock units			5		5
Balance at Sep. 30, 2024	$ 13		11,154	(7,835)	3,332
Balance, shares at Sep. 30, 2024	12,846,785
Balance at Jun. 30, 2024	$ 11		4,123	(6,788)	(2,654)
Balance, shares at Jun. 30, 2024	10,562,640
Issuance of common shares upon conversion of convertible notes payable and accrued interest			884		884
Issuance of common shares upon conversion of convertible notes payable and accrued interest, shares	368,371
Fair value of warrants issued in connection with convertible notes payable			29		29
Net loss				(1,047)	(1,047)
Issuance of common shares upon the closing of the initial public offering, net of offering costs	$ 2		4,650		4,652
Issuance of common shares upon the closing of the initial public offering, net of offering costs, shares	1,550,000
Issuance of common shares upon conversion of accounts payable			1,456		1,456
Issuance of common shares upon conversion of accounts payable, shares	364,110
Issuance of common shares upon conversion of amounts due to related parties			7		7
Issuance of common shares upon conversion of amounts due to related parties, shares	1,664
Fair value of vested restricted stock units			5		5
Balance at Sep. 30, 2024	$ 13		$ 11,154	$ (7,835)	$ 3,332
Balance, shares at Sep. 30, 2024	12,846,785

Condensed Consolidated Statem_3

Condensed Consolidated Statements of Cash Flows - USD ($) $ in Thousands	3 Months Ended		9 Months Ended		12 Months Ended
	Sep. 30, 2024	Sep. 30, 2023	Sep. 30, 2024	Sep. 30, 2023	Dec. 31, 2023	Dec. 31, 2022	Dec. 31, 2021
Cash Flows from Operating Activities
Net loss	$ (1,047)	$ (312)	$ (1,623)	$ (694)	$ (1,812)	$ (1,050)
Adjustments to reconcile net loss to net cash provided by (used in) operating activities:
Amortization expense			120	120	160	160
Amortization of debt discount	115	10	154	30	56	408
Fair value of common stock issued in connection with shareholder dispute					913
Fair value of common shares issued in connection with the conversion of accounts payable			537
Fair value of restricted stock units			5
Fair value of warrants issued in connection with convertible notes payable			29
Changes in operating assets and liabilities:
Prepaid expenses and other current assets			(2)	(17)	(8)
Accounts payable and accrued expenses			143	576	772	129
Vendor advances			(1,515)
Net cash provided by (used in) operating activities			(2,152)	15	81	(353)
Cash Flows from Financing Activities
Proceeds from convertible notes payable						925
Repayment of note payable						(30)	$ (20)
Repayment of advance from related party						(10)
Payment of debt isuance costs						(111)
Proceeds from common stock issued for cash in connection with the closing of the initial public offering			5,524
Proceeds, net of offering costs from notes payable - officers			142
Payment of deferred offering costs			(390)	(353)	(425)	(57)
Net cash provided by (used in) financing activities			5,276	(353)	(425)	717
Net increase (decrease) in cash			3,124	(338)	(344)	364
Cash beginning of period			93	437	437	73
Cash end of period	$ 3,217	$ 99	3,217	99	93	437	$ 73
Supplemental cash flows disclosures:
Interest paid
Taxes paid
Supplemental non-cash financing disclosures:
Issuance of convertible notes payable recorded as debt discount					68
Reclassification of deferred offering costs to shareholders’ equity			872
Conversion of convertible notes payable and accrued interest to shareholders’ equity			884			648
Conversion of accounts payable to shareholders’ equity			1,014
Conversion of amounts due to related parties to shareholders’ equity			$ 4
Fair value of warrant recorded as debt discount on issuance of convertible note payable						$ 390

BASIS OF PRESENTATION

BASIS OF PRESENTATION	9 Months Ended	12 Months Ended
	Sep. 30, 2024	Dec. 31, 2023
Accounting Policies [Abstract]
BASIS OF PRESENTATION	NOTE 1 – BASIS OF PRESENTATION Organization and Operations Kairos Pharma, Ltd. (the “Company” or “Kairos”) was incorporated on June 17, 2013 under the laws of the state of California as NanoGB13, Inc. The Company changed its name to Kairos Pharma, Ltd. on July 15, 2016 and subsequently converted into a Delaware corporation under the same name, Kairos Pharm, Ltd., on May 10, 2023. The Company is an early-stage biotechnology company focused on the development of immunotherapy and cell therapy treatments for oncology. Basis of Presentation of Unaudited Financial Information The accompanying unaudited condensed consolidated financial statements of the Company have been prepared in accordance with accounting principles generally accepted in the United States of America for interim financial information and with the instructions to Form 10-Q and Rule 10-01 of Regulation S-X. Accordingly, they do not include all of the information and footnotes required by generally accepted accounting principles for complete financial statements. In the opinion of management, all normal recurring adjustments considered necessary for a fair presentation have been included. Operating results for the nine months ended September 30, 2024 are not necessarily indicative of the results that may be expected for the year ending December 31, 2024. Liquidity and Capital Resources The accompanying condensed consolidated financial statements have been prepared on a going concern basis, which contemplates the realization of assets and the settlement of liabilities and commitments in the normal course of business. During the year ended December 31, 2023, the Company incurred a net loss of $ 1,812 2,078 1,623 2,152 During the nine months ended September 30, 2024, the Company closed its initial public offering (“IPO”) and received $ 5,524 3,332 3,217 The ability to continue as a going concern is dependent on the Company attaining and maintaining profitable operations in the future, which will primarily be accomplished by raising additional capital to meet its obligations and repay its liabilities arising from normal business operations when they come due. Since inception, the Company has funded its operations primarily through equity and debt financings and it expects to continue to rely on these sources of capital in the future until it is able to generate revenues. No assurance can be given that any future financing will be available or, if available, that it will be on terms that are satisfactory to the Company. Even if the Company is able to obtain additional financing, such financing may contain undue restrictions on our operations, in the case of debt financing, or cause substantial dilution for our stockholders, in the case of equity financing. Reverse Stock Split On May 10, 2023, the Company effected a 1-for-2.5 reverse stock split Reincorporation The Company’s Certificate of Incorporation, as filed with the State of Delaware on May 10, 2023, following the Company’s conversion from a California corporation into a Delaware corporation, authorizes the Company to issue up to 120,000,000 100,000,000 0.001 20,000,000 0.001	NOTE 1 – BASIS OF PRESENTATION Organization and Operations Kairos Pharma, Ltd. (the “Company” or “Kairos”) was incorporated on June 17, 2013 under the laws of the state of California as NanoGB13, Inc. The Company changed its name to Kairos Pharma, Ltd. on July 15, 2016 and subsequently converted into a Delaware corporation under the same name, Kairos Pharm, Ltd., on May 20, 2023. The Company is an early-stage biotechnology company, which is focused on the development of immunotherapy and cell therapy treatments for oncology. Going Concern The accompanying financial statements have been prepared assuming that the Company will continue as a going concern, which contemplates the realization of assets and the settlement of liabilities and commitments in the normal course of business. As reflected in the accompanying consolidated financial statements, the Company incurred a net loss of $ 1,812 2,078 At December 31, 2023, the Company had cash on hand in the amount of $ 93 No assurance can be given that any future financing will be available or, if available, that it will be on terms that are satisfactory to the Company. Even if the Company is able to obtain additional financing, it may contain undue restrictions on our operations, in the case of debt financing, or cause substantial dilution for our stockholders, in the case of equity financing. Stock Split On April 28, 2022, the Company effected a 1.5-for-1 stock split   Reverse Stock Split On May 10, 2023, the Company effected a 1-for-2.5 reverse stock split Reincorporation The Company’s Certificate of Incorporation, as filed with the State of Delaware on May 10, 2023, following the Company’s conversion from a California corporation into a Delaware corporation, authorizes the Company to issue up to 120,000,000 100,000,000 0.001 20,000,000 0.001

SUMMARY OF SIGNIFICANT ACCOUNTI

SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES	9 Months Ended	12 Months Ended
	Sep. 30, 2024	Dec. 31, 2023
Accounting Policies [Abstract]
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES	NOTE 2 - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES Basis of Consolidation The accompanying condensed consolidated financial statements and accompanying notes have been prepared in accordance with accounting principles generally accepted in the United States of America (“U.S. GAAP”). The accompanying consolidated financial statements include the accounts of the Company and its wholly owned subsidiary, Enviro Therapeutics, Inc. All intercompany balances and transactions have been eliminated in consolidation. Use of Estimates The preparation of consolidated financial statements in conformity with GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the consolidated financial statements and the reported amounts of revenues and expenses during the reporting period. The Company regularly evaluates estimates and assumptions. The Company bases its estimates and assumptions on current facts, historical experience and various other factors that it believes to be reasonable under the circumstances, the results of which form the basis for making judgments about the carrying values of assets and liabilities and the accrual of costs and expenses that are not readily apparent from other sources. The actual results experienced by the Company may differ materially and adversely from the Company’s estimates. To the extent there are material differences between the estimates and the actual results, future results of operations will be affected. Significant estimates in the accompanying condensed consolidated financial statements include the valuation allowance on deferred tax assets and impairment analysis and useful life for intangible assets. Cash For the purpose of the statement of cash flows, cash includes currency on hand with banks and financial institutions. Concentration of Credit Risk Financial instruments, which potentially subject the Company to concentration of credit risk, consist primarily of cash deposits. Accounts at each financial institution are insured by the Federal Deposit Insurance Corporation (“FDIC”) up to certain limits. Intangible Assets The Company’s intangible assets are stated at fair value as of the date acquired, less accumulated amortization. Amortization is calculated based on the estimated useful lives of the assets, which were determined to be five years 800 120 382 262 Impairment of Long-Lived Assets The Company applies the provisions of ASC Topic 360, Property, Plant, and Equipment No Net Loss Per Share Net loss per share is calculated in accordance with ASC Topic 260, Earnings Per Share 278,188 and 150,000 shares of common stock issuable upon exercise of outstanding common stock purchase warrants, respectively, and 80,000 Deferred Offering Costs The Company capitalizes certain legal, professional, accounting and other third-party fees that are directly associated with in-process equity issuances as deferred offering costs until such equity issuances are consummated. After consummation of the equity issuance, these costs are recorded as a reduction in the capitalized amount associated with the equity issuance. Should the equity issuance be delayed or abandoned, the deferred offering costs will be expensed immediately as a charge to operating expenses in the Statement of Operations. As of December 31, 2023 and September 30, 2024, the Company had incurred $ 482 872 During the nine months ended September 30, 2024, a total of $ 872 Fair Value Measurements The Company determines the fair value of its assets and liabilities based on the exchange price in U.S. dollars that would be received to sell an asset or paid to transfer a liability (an exit price) in the principal or most advantageous market for the asset or liability in an orderly transaction between market participants on the measurement date. Valuation techniques used to measure fair value maximize the use of observable inputs and minimize the use of unobservable inputs. The Company uses a fair value hierarchy with three levels of inputs, of which the first two are considered observable and the last unobservable, to measure fair value: ● Level 1 — ● Level 2 — ● Level 3 — The carrying amounts of financial instruments such as cash, and accounts payable and accrued liabilities, approximate the related fair values due to the short-term maturities of these instruments. The carrying amounts of the Company’s convertible notes payable and notes payable from officers approximate their fair values as the interest rates of the notes are based on prevailing market rates. Income Taxes Income tax expense is based on pretax financial accounting income. Deferred tax assets and liabilities are recognized for the expected tax consequences of temporary differences between the tax bases of assets and liabilities and their reported amounts. Valuation allowances are recorded to reduce deferred tax assets to the amount that will more likely than not be realized. The Company recorded a 100 The Company accounts for uncertainty in income taxes using a two-step approach to recognizing and measuring uncertain tax positions. The first step is to evaluate the tax position for recognition by determining if the weight of available evidence indicates that it is more likely than not that the position will be sustained on audit, including resolution of related appeals or litigation processes, if any. The second step is to measure the tax benefit as the largest amount that is more than 50 percent likely of being realized upon settlement. The Company classifies the liability for unrecognized tax benefits as current to the extent that the Company anticipates payment (or receipt) of cash within one year. Interest and penalties related to uncertain tax positions are recognized in the provision for income taxes. There were no no Patents and Patent Application Costs Although the Company believes that its patents and underlying technology have continuing value, the amount of future benefits to be derived from the patents is uncertain. Patent costs are therefore expensed as incurred and are included in General and administrative expenses on the accompanying condensed consolidated Statements of Operations. Patent expenses were $ 123 130 Research and Development Costs The Company expenses its research and development costs as incurred. Research and developments costs for the nine months ended September 30, 2024 and 2023 were $ 242 75 Stock-Based Compensation The Company measures all stock options and other stock-based awards granted based on the fair value of the award on the date of the grant and recognizes compensation expense for those awards over the requisite service period, which is generally the vesting period of the respective award. The Company has elected to recognize forfeitures as they occur. The reversal of compensation cost previously recognized for an award that is forfeited because of a failure to satisfy a service or performance condition is recognized in the period of the forfeiture. Generally, the Company issues stock options with only service-based vesting conditions and records the expense for these awards using the straight-line method over the requisite service period. The Company classifies stock-based compensation expense in its statements of operations in the same manner in which the award recipient’s payroll costs are classified or in which the award recipients’ service payments are classified. The Company was a private company until the completion of its IPO on September 17, 2024. The Company estimates the fair value of common stock using an appropriate valuation methodology, in accordance with the framework of the American Institute of Certified Public Accountants’ Technical Practice Aid, Valuation of Privately-Held Company Equity Securities Issued as Compensation. Each valuation methodology includes estimates and assumptions that require the Company’s judgment. These estimates and assumptions include a number of objective and subjective factors, including external market conditions, guideline public company information, the prices at which the Company sold its common stock to third parties in arms’ length transactions, the rights and preferences of securities senior to the Company’s common stock at the time, and the likelihood of achieving a liquidity event such as an initial public offering or sale. Significant changes to the assumptions used in the valuations could result in different fair values of stock options at each valuation date, as applicable. The fair value of each stock option or warrant grant is estimated using the Black-Scholes option-pricing model. The Company was a private company and lacked company-specific historical and implied volatility information. Therefore, it estimated its expected stock volatility based on the historical volatility of a publicly traded set of peer companies within the biotechnology industry with characteristics similar to the Company. The expected term of the Company’s stock options has been determined utilizing the “simplified” method for awards that qualify as “plain-vanilla” options or warrants. The expected term of stock options or warrants granted to non-employees is equal to the contractual term of the option award. The risk-free interest rate is determined by reference to the U.S. Treasury yield curve in effect at the time of grant of the award for time periods approximately equal to the expected term of the award. Expected dividend yield is zero, based on the fact that the Company has never paid cash dividends and does not expect to pay any cash dividends in the foreseeable future. Recent Accounting Pronouncements In November 2023, the Financial Accounting Standards Board (“FASB”) issued ASU 2023-07, Segment Reporting (Topic 280): Improvements to Reportable Segment Disclosure, which is intended to improve reportable segment disclosure requirements, primarily through enhanced disclosures about significant segment expense categories that are regularly provided to the chief operating decision maker and included in each reported measure of a segment’s profit or loss. The update also requires all annual disclosures about a reportable segment’s profit or loss and assets to be provided in interim periods and for entities with a single reportable segment to provide all the disclosures required by ASC 280, Segment Reporting, including the significant segment expense disclosures. The Company adopted ASU 2023-07 beginning January 1, 2024. The Company does not believe the impact of the new guidance and related codification improvements had a material impact to its financial position, results of operations and cash flows. Other recent accounting pronouncements issued by the FASB, including its Emerging Issues Task Force, the American Institute of Certified Public Accountants, and the Securities and Exchange Commission did not or are not believed by management to have a material impact on the Company’s present or future consolidated financial statements.	NOTE 2 - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES Basis of Consolidation The accompanying consolidated financial statements and accompanying notes have been prepared in accordance with accounting principles generally accepted in the United States of America (“U.S. GAAP”). The accompanying consolidated financial statements include the accounts of the Company and its wholly owned subsidiary, Enviro Therapeutics, Inc. All intercompany balances and transactions have been eliminated in consolidation. Use of Estimates The preparation of consolidated financial statements in conformity with GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the consolidated financial statements and the reported amounts of revenues and expenses during the reporting period. The Company regularly evaluates estimates and assumptions. The Company bases its estimates and assumptions on current facts, historical experience and various other factors that it believes to be reasonable under the circumstances, the results of which form the basis for making judgments about the carrying values of assets and liabilities and the accrual of costs and expenses that are not readily apparent from other sources. The actual results experienced by the Company may differ materially and adversely from the Company’s estimates. To the extent there are material differences between the estimates and the actual results, future results of operations will be affected. Significant estimates in the accompanying consolidated financial statements include the valuation allowance on deferred tax assets and impairment analysis and useful life for intangible assets. Cash For the purpose of the statement of cash flows, cash includes currency on hand with banks and financial institutions. Concentration of Credit Risk Financial instruments, which potentially subject the Company to concentration of credit risk, consist primarily of cash deposits. Accounts at each financial institution are insured by the Federal Deposit Insurance Corporation (“FDIC”) up to certain limits. The Company does not maintain deposits in excess of federally insured limits. Intangible Assets The Company’s intangible assets are stated at fair value as of the date acquired, less accumulated amortization. Amortization is calculated based on the estimated useful lives of the assets, which were determined to be five years 800 160 542 382 Impairment of Long-Lived Assets The Company applies the provisions of ASC Topic 360, Property, Plant, and Equipment No Net Loss Per Share Net loss per share is calculated in accordance with ASC Topic 260, Earnings Per Share 180,000 150,000 Deferred Offering Costs The Company capitalizes certain legal, professional, accounting and other third-party fees that are directly associated with in-process equity issuances as deferred offering costs until such equity issuances are consummated. After consummation of the equity issuance, these costs are recorded as a reduction in the capitalized amount associated with the equity issuance. Should the equity issuance be delayed or abandoned, the deferred offering costs will be expensed immediately as a charge to operating expenses in the Statement of Operations. As of December 31, 2022 and 2023, the Company had incurred $ 57 482 Fair Value Measurements The Company determines the fair value of its assets and liabilities based on the exchange price in U.S. dollars that would be received to sell an asset or paid to transfer a liability (an exit price) in the principal or most advantageous market for the asset or liability in an orderly transaction between market participants on the measurement date. Valuation techniques used to measure fair value maximize the use of observable inputs and minimize the use of unobservable inputs. The Company uses a fair value hierarchy with three levels of inputs, of which the first two are considered observable and the last unobservable, to measure fair value: ● Level 1 — ● Level 2 — ● Level 3 — The carrying amounts of financial instruments such as cash, and accounts payable and accrued liabilities, approximate the related fair values due to the short-term maturities of these instruments. The carrying amounts of the Company’s convertible notes payable approximate their fair values as the interest rates of the notes are based on prevailing market rates. Income Taxes Income tax expense is based on pretax financial accounting income. Deferred tax assets and liabilities are recognized for the expected tax consequences of temporary differences between the tax bases of assets and liabilities and their reported amounts. Valuation allowances are recorded to reduce deferred tax assets to the amount that will more likely than not be realized. The Company recorded a 100 The Company accounts for uncertainty in income taxes using a two-step approach to recognizing and measuring uncertain tax positions. The first step is to evaluate the tax position for recognition by determining if the weight of available evidence indicates that it is more likely than not that the position will be sustained on audit, including resolution of related appeals or litigation processes, if any. The second step is to measure the tax benefit as the largest amount that is more than 50 percent likely of being realized upon settlement. The Company classifies the liability for unrecognized tax benefits as current to the extent that the Company anticipates payment (or receipt) of cash within one year. Interest and penalties related to uncertain tax positions are recognized in the provision for income taxes. Patents and Patent Application Costs Although the Company believes that its patents and underlying technology have continuing value, the amount of future benefits to be derived from the patents is uncertain. Patent costs are therefore expensed as incurred and are included in General and administrative expenses on the accompanying consolidated Statements of Operations. Patent expenses were $ 110 45 Research and Development Costs The Company expenses its research and development costs as incurred. Research and developments costs for the years ended December 31, 2022 and 2023 were $ 87 82 Pro Forma Financial Information (unaudited) Upon the closing of a qualified public offering (as defined in the Company’s Certificate of Incorporation), all of the Company’s convertible notes payable, including accrued interest, and certain accounts payable will automatically convert into shares of common stock. The accompanying unaudited pro forma balance sheet as of December 31, 2023 has been prepared to give effect to (i) the automatic conversion of all of the convertible notes payable and accrued interest into an aggregate of 334,375 312,500 1,664 The unaudited pro forma basic and diluted net loss per share in the accompanying statements of operations for the year ended December 31, 2023 have been computed to give effect to the automatic conversion of all convertible notes payable, amounts due to related parties, and certain accounts payable into shares of common stock. The unaudited pro forma basic and diluted net loss per share for the year ended December 31, 2023 was computed using the weighted average number of shares of common stock outstanding, including the pro forma effect of the conversion of all convertible notes payable and the related accrued interest, and certain accounts payable and amounts due to related parties, as if the Company’s proposed public offering had occurred on January 1, 2023. The unaudited pro forma net loss per share does not include the shares expected to be sold or related proceeds to be received in the proposed public offering. The following table summarizes the Company’s unaudited pro forma net loss per share (in thousands except for share amounts and per share data): SCHEDULE OF PRO FORMA NET LOSS PER SHARE Year Ended Numerator: Net loss $ (1,812 ) Denominator: Weighted average number of common shares outstanding 10,382,515 Pro forma weighted average shares outstanding after giving effect to the conversion of convertible notes payable and certain accounts payable 648,539 Pro forma weighted average common shares outstanding 11,031,054 Pro forma net loss per share, basic and diluted $ (0.16 ) Recent Accounting Pronouncements In December 2019, the Financial Accounting Standards Board (“FASB”) issued Accounting Standards Update (“ASU”) 2019-12, Simplifying the Accounting for Income Taxes Income Taxes In August 2020, the FASB issued ASU No. 2020-06 (“ASU 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) The Company accounted for convertible notes payable (when it has determined that the embedded conversion options should not be bifurcated from their host instruments) in accordance with ASC 470-20, Debt with Conversion and Other Options In May 2021, the FASB issued ASU 2021-04, Earnings Per Share (Topic 260), Debt—Modifications and Extinguishments (Subtopic 470-50), Compensation—Stock Compensation (Topic 718), and Derivatives and Hedging—Contracts in Entity’s Own Equity (Subtopic 815-40): Issuer’s Accounting for Certain Modifications or Exchanges of Freestanding Equity-Classified Written Call Options Other recent accounting pronouncements issued by the FASB, including its Emerging Issues Task Force, the American Institute of Certified Public Accountants, and the Securities and Exchange Commission did not or are not believed by management to have a material impact on the Company’s present or future consolidated financial statements.

ACQUISITION OF ENVIRO THERAPEUT

ACQUISITION OF ENVIRO THERAPEUTICS, INC	12 Months Ended
	Dec. 31, 2023
Business Combination, Asset Acquisition, and Joint Venture Formation [Abstract]
ACQUISITION OF ENVIRO THERAPEUTICS, INC	NOTE 3 – ACQUISITION OF ENVIRO THERAPEUTICS, INC On June 3, 2021, the Company and Enviro Therapeutics, Inc. (“Enviro”) entered into a share exchange agreement, whereby the Company acquired all of the common stock of Enviro in exchange for shares of the Company’s common stock (the “Enviro-Kairos Share Exchange”). Pursuant to the Enviro-Kairos Share Exchange, the Enviro shareholders exchanged 100 2,400,000 The Company’s Chairman, Chief Executive Officer and majority shareholder, was also a shareholder of Enviro who exercised control over Enviro. The acquisition of Enviro by the Company is being treated as a transaction between entities under common control resulting in the historical cost basis of Enviro’s assets and liabilities being recognized, rather than the asset and liabilities being recorded at fair value as would be the case in a business combination between entities not under common control. The historical cost basis of Enviro’s asset and liabilities is as follows: SCHEDULE OF ENVIRO'S ASSET AND LIABILITIES Cash $ 6 Intangible assets 800 Accounts payable (51 ) Advances from related parties (129 ) Total $ 627

ADVANCES FROM RELATED PARTIES

ADVANCES FROM RELATED PARTIES	9 Months Ended	12 Months Ended
	Sep. 30, 2024	Dec. 31, 2023
Related Party Transactions [Abstract]
ADVANCES FROM RELATED PARTIES	NOTE 3 – ADVANCES FROM RELATED PARTIES During the year ended December 31, 2021, shareholders of the Company, and a company whose principal stockholder is also a stockholder of the Company, advanced the Company $ 14 14 10 4 During the three months ended September 30, 2024, the officers agreed to automatically convert the principal into shares of the Company’s common stock upon the closing of the IPO transaction. Upon the closing of the IPO, all of the principal automatically converted into 1,664 2.40 4.00 As the officers received 666 40 3	NOTE 4 – ADVANCES FROM RELATED PARTIES During the year ended December 31, 2021, shareholders of the Company, and a company whose principal stockholder is also a stockholder of the Company, advanced the Company $ 14 14 10 4

NOTE PAYABLE

NOTE PAYABLE	12 Months Ended
	Dec. 31, 2023
Note Payable
NOTE PAYABLE	NOTE 5 – NOTE PAYABLE In July 2020, the Company entered into a note payable agreement with another company under which the Company borrowed $ 50 1 50 20 30 30 no

CONVERTIBLE NOTES PAYABLE

CONVERTIBLE NOTES PAYABLE	9 Months Ended	12 Months Ended
	Sep. 30, 2024	Dec. 31, 2023
Debt Disclosure [Abstract]
CONVERTIBLE NOTES PAYABLE	NOTE 5 – CONVERTIBLE NOTES PAYABLE During the year ended December 31, 2022, the Company entered into several convertible note payable agreements with certain investors totaling $ 675 6 If the Company does not close an IPO transaction within 12 months of the date of the note, the Company will have the choice of paying off the principal plus all accrued and unpaid interest, or the note’s principal balance will increase to 110% of its original balance. The notes are convertible at the option of the noteholders into shares of the Company’s common stock at a price per share as defined in the agreement or will automatically be converted into shares of the Company’s common stock at 60% of the IPO price per share upon the closing of an IPO transaction. 564 675 17 During the year ended December 31, 2023, no principal or interest payments were made on the notes and the notes accrued interest of $ 43 68 743 60 The Company accounted for the $ 68 increase in the principal balance as a debt discount. During the year ended December 31, 2023, the Company amortized $ 16 of debt discount, leaving an unamortized balance of $ 52 at December 31, 2023. 111 18 93 40 53 As of December 31, 2023, there was a total unamortized balance of $ 105 49 49 154 792 92 Upon closing of the Company’s IPO, the principal amount of $ 792 , plus the accrued and unpaid interest of $ 92 , automatically converted into 368,371 shares of the Company’s common stock based on the principal and accrued interest due as of September 30, 2024. Also, the unamortized balance of the debt discount of $ 154 was amortized during the period, leaving no unamortized balance	NOTE 6 – CONVERTIBLE NOTES PAYABLE Convertible notes payable consisted of the following as of December 31, 2022 and 2023: SCHEDULE OF CONVERTIBLE NOTES PAYABLE December 31, 2022 December 31, 2023 Convertible note payable (a) $ - $ - Convertible note payable (b) - - Convertible notes payable (c) 675 743 Convertible notes payable 675 743 Less: current portion - - Convertible notes payable – long - term portion $ 675 $ 743 (a) In August 2021, the Company entered into a convertible note payable agreement with an individual in the amount of $ 350 10 4.17 350 14 23 92,000 no (b) During the year ended December 31, 2022, the Company entered into a convertible note payable agreement with the same individual in the amount of $ 250 10 8.0 4.17 4.17 230 In connection with the convertible note payable, the Company issued the noteholder a warrant to purchase 150,000 4.17 390 no In 2022, all of the principal plus accrued and unpaid interest from both convertible notes payable above totaling $ 600 48 154,782 no (c) During the year ended December 31, 2022, the Company entered into several convertible note payable agreements with individuals and an entity in the aggregate total of $ 675 6 If the Company does not close an IPO transaction within 12 months of the date of the note, the Company will have the choice of paying off the principal plus all accrued and unpaid interest, or the note’s principal balance will increase to 110% of its original balance. The notes are convertible at the option of the noteholders to convert into shares of the Company’s common stock at a price per share as defined in the agreement or will automatically be converted into shares of the Company’s common stock at 60% of the IPO price per share upon the closing of an IPO transaction. 564 675 17 During the year ended December 31, 2023, no principal or interest payments were made on the notes and the notes accrued interest of $ 43 68 743 60 The Company accounted for the $ 68 16 52 Also in connection with the convertible note agreements, the Company incurred debt issuance costs of $ 111 18 93 40 53 105 In the event the Company closes its IPO, then the principal amount of $ 743 60 334,375

SHAREHOLDERS_ EQUITY

SHAREHOLDERS’ EQUITY	9 Months Ended	12 Months Ended
	Sep. 30, 2024	Dec. 31, 2023
Equity [Abstract]
SHAREHOLDERS’ EQUITY	NOTE 6 – SHAREHOLDERS’ EQUITY Common Stock Authorized Shares The Company’s Certificate of Incorporation, as filed with the State of Delaware on May 10, 2023, following the Company’s conversion from a California corporation into a Delaware corporation, authorizes the Company to issue up to 120,000,000 100,000,000 0.001 20,000,000 0.001 12,846,785 10,562,640 no Common Stock Issued for Cash Upon Closing of the Company’s IPO On September 16, 2024, the Company completed its IPO of its common stock in which the Company issued and sold 1,550,000 4.00 6,200 5,524 232,500 On September 17, 2024, pursuant to the underwriting agreement, the Company issued two common stock purchase warrants to the underwriters, each for the purchase of 54,250 120 4.80 Conversion of Accounts Payable During the three months ended September 30, 2024, the Company entered into an agreement with Cedars-Sinai Medical Center (“Cedars”) under which Cedars agreed to convert $ 750 312,500 60 1,250 500 Adoption of the 2023 Equity Incentive Plan In July 2023, the Company’s board of directors and stockholders adopted the 2023 Equity Incentive Plan (the “2023 Plan”). Under the 2023 Plan, the Company may grant incentive stock options to employees, including employees of any parent or subsidiary, and nonstatutory stock options, stock appreciation rights, restricted stock awards, RSU awards, performance awards and other forms of stock awards to employees, directors, and consultants, including employees and consultants of the Company’s affiliates. As approved, a total of 1,650,000 shares of common stock were initially reserved for issuance under the 2023 Plan. No shares were issued under the 2023 Plan as of December 31, 2023 and there were a total of 80,000 RSUs issued, subject to vesting, under the 2023 Plan as of September 30, 2024. 1,570,000 Grant of RSUs The following table summarizes restricted common stock activity during the nine months ended September 30, 2024: SCHEDULE OF RESTRICTED COMMON STOCK ACTIVITY Number of Restricted Shares Fair Value Weighted Average Grant Date Fair Value Non-vested, December 31, 2023 — $ — $ — Granted 80,000 174 2.18 Vested — (5 ) (1.90 ) Forfeited — — — Non-vested, September 30, 2024 80,000 $ 169 $ 2.18 On September 23, 2024, the Company entered into a strategic advisory agreement (the “Strategic Advisory Agreement”) with Belair Capital Advisors Inc. (“BCA”). During the one-year term of the Strategic Advisory Agreement, in exchange for its services, the Company issued BCA 50,000 RSUs, which will vest at the end of six months following the date of issuance. The fair value of the shares on the date of grant was $ 100 . None of these shares vested during the nine months ended September 30, 2024. During the nine months ended September 30, 2024, stock compensation of $ 4 Upon the closing of the Company’s IPO, the Company entered into director agreements with each of its three independent directors. Such agreements provide for annual cash compensation of $ 50,000 , payable in quarterly installments in arrears, plus an additional $ 10,000 cash compensation for the chair of the audit committee. In addition, the Company’s policy provides that, upon initial election or appointment to our board of directors, each new non-employee director will be granted a one-time grant, or Director Initial Grant, of 10,000 RSUs that will vest in substantially equal annual installments over a period of three years. The Director Initial Grant is subject to full acceleration vesting upon the sale of the Company, in accordance with the terms of our 2023 Plan. The 30,000 RSUs were granted effective on the IPO closing date. The fair value of the shares on the date of grant was $ 74 . None of these shares vested during the nine months ended September 30, 2024. During the nine months ended September 30, 2024, stock compensation of $ 1 During the three and nine months ended September 30, 2024, total stock compensation of $ 5 s of September 30, 2024, $ 169 of unamortized compensation remained. Stock Warrants The table below summarizes the Company’s warrant activities for nine months ended September 30, 2024: SCHEDULE OF WARRANT ACTIVITY Number of Warrant Shares Exercise Price Range Per Share Weighted Average Exercise Price Balance, December 31, 2023 150,000 $ 4.17 $ 4.17 Granted 128,188 2.40 4.80 4.43 Cancelled – – – Exercised – – – Forfeited/Expired – – – Balance, September 30, 2024 278,188 $ 2.40 4.80 $ 4.29 Vested and exercisable, September 30, 2024 169,688 $ 2.40 4.17 $ 3.96 The following table summarizes information concerning outstanding and exercisable warrants as of September 30, 2024: SCHEDULE OF OUTSTANDING AND EXERCISABLE WARRANTS Warrants Outstanding Warrants Exercisable Range of Exercise Prices Number Outstanding Average Remaining Contractual Life (in years) Weighted Average Exercise Price Number Exercisable Average Remaining Contractual Life (in years) Weighted Average Exercise Price $ 2.40 19.688 5.00 $ 2.40 19,688 5.00 $ 2.40 4.17 4.80 258,500 2.39 4.43 150,000 0.50 4.17 $ 2.40 4.80 278,188 2.57 $ 4.29 169,688 1.02 $ 3.96 On September 17, 2024, upon the closing of the IPO, the Company issued two stock warrants to the participating underwriters, each for the purchase of 54,250 120 4.80 On September 17, 2024, upon the closing of the IPO, the Company issued a stock warrant to the underwriters for the purchase of 19,688 2.40 2.46 2.5 100 0 3.49 29 five years During the year ended December 31, 2022, the Company entered into a convertible note payable agreement with an individual in the amount of $ 250 150,000 4.17 There was no	NOTE 7 – SHAREHOLDERS’ EQUITY Common Stock Authorized Shares The Company’s Certificate of Incorporation, as filed with the State of Delaware on May 10, 2023, following the Company’s conversion from a California corporation into a Delaware corporation, authorizes the Company to issue up to 120,000,000 100,000,000 0.001 20,000,000 0.001 10,334,357 10,562,640 Common Stock to be Issued for Services In September 2020, the Company entered into a verbal agreement with a consulting firm to provide certain business development services to the Company. The agreement was formally executed in April 2021 but contained the same terms as the verbal agreement. The term of the agreement was from September 1, 2020 to January 31, 2021, which is the defined service period for the services to be performed and provided for the issuance of 2,100,000 1,000 Common Shares Issued in Connection with a Shareholder Dispute During the year ended December 31, 2023, the Company issued 228,284 913 Stock Warrants The table below summarizes the Company’s warrant activities for years ended December 31, 2022 and 2023: SCHEDULE OF WARRANT ACTIVITY Number of Exercise Price Weighted Average Balance, December 31, 2021 120,000 $ 4.17 8.33 $ 5.23 Granted 150,000 4.17 4.17 Cancelled – – – Exercised – – – Forfeited/Expired (90,000 ) 4.17 4.17 Balance, December 31, 2022 180,000 4.17 8.33 4.86 Granted – – – Cancelled – – – Exercised – – – Forfeited/Expired (30,000 ) 8.33 8.33 Balance, December 31, 2023 150,000 $ 4.17 $ 4.17 Vested and exercisable, December 31, 2023 150,000 $ 4.17 $ 4.17 The following table summarizes information concerning outstanding and exercisable warrants as of December 31, 2023: SCHEDULE OF OUTSTANDING AND EXERCISABLE WARRANTS Warrants Outstanding Warrants Exercisable Range of Exercise Prices Number Outstanding Average Remaining Contractual Life (in years) Weighted Average Exercise Price Number Exercisable Average Remaining Contractual Life (in years) Weighted Average Exercise Price $ 4.17 150,000 1.17 $ 4.17 150,000 1.17 $ 4.17 During the year ended December 31, 2022, the Company entered into a convertible note payable agreement with an individual in the amount of $ 250 150,000 4.17 During the year ended December 31, 2021, the Company entered into a convertible note payable agreement with an individual in the amount of $ 350 90,000 4.17 60,000 250 30,000 8.33 Also in 2022, the Company granted the underwriters for their IPO, two stock warrants in connection with bridge loans they assisted the Company in obtaining (see Note 6) will be entitled to receive the number of warrant shares equal to 7% of the conversion shares that will be issued to the lenders at the time of the IPO. The warrants will be good for five years from the date of the IPO. However, the underwriters may not sell the shares underlying the warrants for a period of six months following the IPO. The exercise price for the warrants will be equal to 60% of the per share price of the Company’s common stock sold in the IPO. There was no

INCOME TAXES

INCOME TAXES	12 Months Ended
	Dec. 31, 2023
Income Tax Disclosure [Abstract]
INCOME TAXES	NOTE 8 – INCOME TAXES Deferred income taxes reflect the net tax effects of temporary differences between the carrying amounts of assets and liabilities for financial reporting purposes and the amounts used for income tax purposes. A full valuation allowance is established against all net deferred tax assets as of December 31, 2022 and 2023 based on estimates of recoverability. While the Company has optimistic plans for its business strategy, it determined that such a valuation allowance was necessary given the current and expected near term losses and the uncertainty with respect to its ability to generate sufficient profits from its business model. Because of the impacts of the valuation allowance, there was no A reconciliation of the differences between the effective and statutory income tax rates for the years ended December 31, 2022 and 2023 is shown below: SCHEDULE OF RECONCILIATION OF THE DIFFERENCES BETWEEN THE EFFECTIVE AND STATUTORY INCOME TAX RATES Amount Percent Amount Percent 2022 2023 Amount Percent Amount Percent Federal statutory rates $ (221 ) 21.0 % $ (381 ) 21.0 % State income taxes (84 ) 8.0 % (145 ) 8.0 % Permanent differences 18 (0.2 )% - - % Valuation allowance against net deferred tax assets 287 (28.8 )% 526 (29.0 )% Effective rate $ - - % $ - - % At December 31, 2022 and 2023, the significant components of the deferred tax assets and liabilities are summarized below: SCHEDULE OF SIGNIFICANT COMPONENTS OF THE DEFERRED TAX ASSETS AND LIABILITIES 2022 2023 Deferred income tax assets: Net operating loss carryforwards $ 604 $ 857 Amortization of intangibles 37 37 Accrued expenses 463 687 Total deferred income tax assets 1,104 1,581 Less: valuation allowance (1,104 ) (1,581 ) Total deferred income tax assets $ - $ - The valuation allowance increased by $ 218 477 The Company has recorded as of December 31, 2022 and 2023 a valuation allowance of $ 1,104 1,581 The Company conducts an analysis of its tax positions and has concluded that it has no The Company has net operating loss (“NOL”) carryforwards of approximately $ 2,000 The 2021, 2022 and 2023 tax years are still subject to audit. The Coronavirus Aid, Relief, and Economic Security (CARES) Act was enacted on March 27, 2020. Among the business provisions, the CARES Act provided for various payroll tax incentives, changes to net operating loss carryback and carryforward rules, business interest expense limitation increases, and bonus depreciation on qualified improvement property. Additionally, the Consolidated Appropriations Act of 2021 was signed on December 27, 2020 which provided additional COVID relief provisions for businesses. The Company has evaluated the impact of both the Acts and has determined that any impact is not material to its financial statements.

COMMITMENTS AND CONTINGENCIES

COMMITMENTS AND CONTINGENCIES	9 Months Ended	12 Months Ended
	Sep. 30, 2024	Dec. 31, 2023
Commitments and Contingencies Disclosure [Abstract]
COMMITMENTS AND CONTINGENCIES	NOTE 7 – COMMITMENTS AND CONTINGENCIES Kairos Agreement with Prevail Infoworks, Inc. In August 2024, the Company entered into a master service and technology agreement with Prevail Infoworks, Inc. (“Prevail”), pursuant to which Prevail agreed to provide certain clinical research services to the Company. As part of the agreement, the Company must make an advance payment of $ 900 Kairos Agreement with PreCheck Health Services, Inc. On September 20, 2024, the Company entered into a bioassay services agreement (the “Bioassay Services Agreement”) with PreCheck Health Services, Inc., a Florida-based corporation (“PreCheck”). Pursuant to the Bioassay Services Agreement, PreCheck will provide certain biomarker screening services for the Company’s ongoing carotuximab (ENV105) clinical trials in order to assist the Company in identifying lung and prostate cancer patients suitable to the Company’s ongoing Phase 1 clinical trials for lung cancer patients and Phase 2 trials for patients with castrate resistant prostate cancer. In order to identify biomarkers for patient screening and therapy monitoring using carotuximab (ENV105), PreCheck will utilize its SolidTumorCheck+ platform for the somatic gene expression analysis of biopsy tissue samples derived from patients with lung and prostate cancer, as part of the Company’s ongoing clinical trials. In furtherance of these efforts, PreCheck will develop a companion diagnostic to support its identification of such patients with a three gene PCR analysis or other genetic analysis, which diagnostic test will then be developed and submitted to the Food and Drug Administration (“FDA”) for castrate-resistant prostate cancer patients and for lung cancer patients on Tagrisso. In exchange for PreCheck’s services, and according to the terms of the Bioassay Services Agreement, the Company paid $ 900 900 Kairos Agreement with CEO.CA Technologies Ltd. On September 23, 2024, the Company entered into an advisory and consulting services agreement (the “CEO.CA Agreement”) with CEO.CA Technologies Ltd., a Canadian company (“CEO.CA”), pursuant to which CEO.CA will provide certain internet-based financial information and communications services for a period of one year for a services fee of $ 250 250 Kairos Agreement with Belair Capital Advisors Inc. On September 23, 2024, the Company entered into a strategic advisory agreement (the “Strategic Advisory Agreement”) with Belair Capital Advisors Inc. (“BCA”). BCA, a venture capital and corporate finance advisory firm, has been a long-term investor and advisor to the Company and frequently works with early-stage pharmaceutical companies. The strategic advisory services consist of corporate strategy, market positioning and long-term growth plans within the pharmaceutical sector, digital marketing and engagement, market research analysis and business development assistance, among other things. During the one-year term of the Strategic Advisory Agreement, in exchange for its services, the Company will pay BCA a $ 365 50,000 365 The Company valued the 50,000 100 4 Kairos Exclusive License Agreements with Cedars-Sinai Medical Center (Cedars) The Company has entered into four Exclusive License Agreements with Cedars which grants the Company licensing rights with respect to certain patent rights owned by Cedars as follows: 1. Methods of use of compounds that bind to RelA of NFkB; 2. Composition and methods for treating fibrosis; 3. Compositions and methods for treating cancer and autoimmune diseases; and 4. Method of generating activated T cells for cancer therapy. For each of the exclusive license agreement in items 1, 2 and 3, the Company was required to pay an initial license fee of $ 5 9 61 10 3.75 5 35 ● $ 150 ● $ 250 500,000 ● $ 1,500 ● $ 250 5,000 For the exclusive license agreement listed in item 4, the Company is required to pay an initial license fee of $ 50 500 10 4.25 0.5 5 35 ● $ 150 ● $ 250 ● $ 1,500 ● $ 2,500 50,000 Enviro Therapeutics On June 2, 2021, the Company’s wholly owned subsidiary, Enviro Therapeutics, Inc. (Enviro), entered into two Exclusive License Agreements with Cedars, which granted Enviro exclusive licensing rights (which include the right to sublicense) with respect to certain patent rights owned by Cedars, as follows: ● an Exclusive License Agreement (the “Enviro-Cedars License Agreement (Mitochondrial DNA)”) for Enviro to develop, manufacture, use and sell products utilized or derived from patent rights worldwide related to the “Compositions and Methods for Treating Diseases and Conditions by Depletion of Mitochondrial DNA from Circulation and for Detection of Mitochondrial DNA” invented by Dr. Neil Bhowmick and others; and ● an Exclusive License Agreement, (the “Enviro-Cedars License Agreement (Endoglin Antagonism)” and, collectively with the Enviro-Cedars License Agreement (Mitochondrial DNA), the “Enviro-Cedars License Agreements”) for Enviro to develop, manufacture, use and sell products utilized or derived from the patent rights and technical information worldwide related to the “Sensitization of Tumors to Therapies Through Endoglin Antagonism” invented by Dr. Neil Bhowmick and others. In exchange for each of the licenses, Enviro is required to pay an upfront license fee in the mid four-figures and low-five figures, respectively. Enviro is also required to reimburse Cedars for the costs in the mid-to-high six figures incurred in the prosecution of the patent rights subject to the Enviro-Cedars License Agreements prior to the date of execution of such agreements, and certain costs and fees then outstanding aggregating in the low-six figures owed by Kairos pursuant to the Kairos-Cedars License Agreements. Pursuant to the Enviro-Cedars License Agreements, Cedars shall also receive royalty payments of a mid-single-digit percentage of net sales of products associated with the licensed patent right and less than one percent of net sales of other products derived from Cedars’ technical information, with a minimum annual royalty fee in the low five-digits due beginning on the third anniversary of the effective date of the Enviro-Cedars License Agreements. To the extent Enviro derives non-royalty sublicensing revenues, a high single-digit to low double-digit percentage of such revenues would be due and payable to Cedars, with the actual percentage of such revenues dependent on the stage of FDA authorization at the time the sublicense revenue is generated. Enviro is also required to pay Cedars in connection with achieving the following Payment Milestones relating to products derived from the patent rights: successful completion of a Phase I clinical trial; successful completion of a Phase II clinical trial, receipt of FDA approval, and approval for a Phase III clinical trial; FDA approval of an NDA or BLA; cumulative net sales exceeding $ 50,000 100,000 Pursuant to the Enviro-Cedars License Agreements, Enviro is obligated to meet the following Commercialization Milestones. Pursuant to the Enviro-Cedars License Agreement (Endoglin Antagonism), Enviro is obligated to (1) obtain an IND for a patent product within 1 year of the effective date of the agreement, (2) commence a Phase II trial within 2 years of the effective date of the agreement, and (3) submit an NDA or BLA to the FDA or equivalent regulatory agency in another jurisdiction within 7 years of the effective date of the agreement. Pursuant to the Enviro-Cedars License Agreement (Mitochondrial DNA), Enviro is obligated to (1) complete preclinical studies of a patent product within 2 years of the effective date of the agreement, (2) complete toxicology studies within 2.5 years of the effective date of the agreement, (3) obtain IND within 3 years of the effective date of the agreement, (4) begin a Phase I trial within 4 years of the effective date of the agreement, and (5) submit an NDA or BLA to the FDA or equivalent regulatory agency in another jurisdiction within 7 years of the effective date of the agreement. If the Commercialization Milestones are not met or extended, Cedars may convert the exclusive licenses into non-exclusive licenses or to a co-exclusive licenses or terminate the licenses The Enviro-Cedars License Agreements will, unless sooner terminated, continue in effect on a country-by-country basis until the last of the patents covering the patent rights or future patent rights expires. Under the terms of the Enviro-Cedars License Agreements, unless waived by Cedars, the agreements would automatically terminate: (a) if Enviro ceases, dissolves or winds up its business operations; (b) if performance by either party jeopardizes the licensure, accreditation or tax exempt status of Cedars or the agreement is deemed illegal by a governmental body; (c) within 30 days for non-payment of royalties or if Enviro fails to undertake commercially reasonable efforts to exploit the patent rights or future patent rights; (d) within 60 days of Cedars’ failure to cure any breach or default of a material obligation under the agreements; (e) within 90 days of Enviro’s failure to cure any breach or default of a material obligation under the agreements; or (f) upon mutual written agreement of the parties. On March 7, 2024, the Company and Enviro entered into a conversion agreement with Cedars pursuant to which Cedars agreed to convert $ 750 948 2.40 60 312,500 License Agreement with Tracon Pharmaceutical, Inc. On May 21, 2021, Enviro entered into a License Agreement with Tracon Pharmaceutical, Inc. (“Tracon”). Pursuant to the Tracon License Agreement, Tracon granted Enviro access to inactive IND filings for “TRC105” in the United States; ownership of “TRC105” stored vials of drug product manufactured to GMP standards stored at Fisher Clinical or their designee; and assignment of Tracon’s patent rights to its “CD105 technologies” (all as defined or described in the Tracon License Agreement). Pursuant to the Tracon License Agreement, Enviro paid Tracon an upfront fee of $ 100 500 10,000 500 22,000 100 500 3 3 Enviro issued Tracon equity ownership in Enviro equal to a number of shares of restricted common stock of Enviro equal to seven percent (7%) on a fully-diluted and converted basis of all common and preferred shares of Enviro (the “Tracon-Enviro Equity”). In connection with the Enviro-Kairos Share Exchange, the parties agreed that Tracon would receive, in exchange for its Enviro common stock, 420,000 restricted shares of Kairos Common Stock (which is equal to 1.41229% of the issued and outstanding shares of Kairos on a fully-diluted and converted basis) as the Tracon-Enviro Equity. Until such time as Tracon has received all of the Cash Consideration (as defined in the Tracon License Agreement), Enviro or its successor in interest, will issue to Tracon, without further consideration, any additional shares of common stock of Enviro, or such successor in interest, necessary so that Tracon maintains ownership of shares of Enviro, or such successor in interest, equal to the Tracon-Enviro Equity on a fully-diluted and converted basis of all stock in Enviro (or its successor). Notwithstanding the foregoing, if Tracon receives the full Cash Consideration within six (6) months of the effective date of the Tracon License Agreement, then Tracon will automatically return to Enviro (or any successor entity, if applicable) a number of restricted shares of the common stock of Enviro (or its successor) such that upon such return of shares Tracon will possess an amount of shares in Enviro (or its successor) equal to two percent (2%) on a fully-diluted and converted basis relative to the other Enviro shareholders who exchanged their shares in the Enviro-Kairos Share Exchange Agreement with former Chief Financial Officer The Company has an agreement with its former Chief Financial Officer that requires the Company to pay $ 50 850 No 50	NOTE 9 – COMMITMENTS COMMITMENTS AND CONTINGENCIES Kairos Exclusive License Agreements with Cedars-Sinai Medical Center (Cedars) The Company has entered into four Exclusive License Agreements with Cedars which grants the Company licensing rights with respect to certain patent rights owned by Cedars as follows: 1. Methods of use of compounds that bind to RelA of NFkB; 2. Composition and methods for treating fibrosis; 3. Compositions and methods for treating cancer and autoimmune diseases; and 4. Method of generating activated T cells for cancer therapy. For each of the exclusive license agreement in items 1, 2 and 3, the Company was required to pay an initial license fee of $ 5 9 61 10 3.75 5 35 ● $ 150 ● $ 250 500,000 ● $ 1,500 ● $ 250 5,000 For exclusive license agreement in item 4, the Company is required to pay an initial license fee of $ 50 500 10 4.25 0.5 5 35 ● $ 150 ● $ 250 ● $ 1,500 ● $ 2,500 50,000 Enviro Therapeutics On June 2, 2021, the Company’s wholly owned subsidiary, Enviro Therapeutics, Inc. (Enviro), entered into two Exclusive License Agreements with Cedars, which granted Enviro exclusive licensing rights (which include the right to sublicense) with respect to certain patent rights owned by Cedars, as follows: ● an Exclusive License Agreement (the “Enviro-Cedars License Agreement (Mitochondrial DNA)”) for Enviro to develop, manufacture, use and sell products utilized or derived from patent rights worldwide related to the “Compositions and Methods for Treating Diseases and Conditions by Depletion of Mitochondrial DNA from Circulation and for Detection of Mitochondrial DNA” invented by Dr. Neil Bhowmick and others; and ● an Exclusive License Agreement, (the “Enviro-Cedars License Agreement (Endoglin Antagonism)” and, collectively with the Enviro-Cedars License Agreement (Mitochondrial DNA), the “Enviro-Cedars License Agreements”) for Enviro to develop, manufacture, use and sell products utilized or derived from the patent rights and technical information worldwide related to the “Sensitization of Tumors to Therapies Through Endoglin Antagonism” invented by Dr. Neil Bhowmick and others. In exchange for each of the licenses, Enviro is required to pay an upfront license fee in the mid four-figures and low-five figures, respectively. Enviro is also required to reimburse Cedars for the costs in the mid-to-high six figures incurred in the prosecution of the patent rights subject to the Enviro-Cedars License Agreements prior to the date of execution of such agreements, and certain costs and fees then outstanding aggregating in the low-six figures owed by Kairos pursuant to the Kairos-Cedars License Agreements. Pursuant to the Enviro-Cedars License Agreements, Cedars shall also receive royalty payments of a mid-single-digit percentage of net sales of products associated with the licensed patent right and less than one percent of net sales of other products derived from Cedars’ technical information, with a minimum annual royalty fee in the low five-digits due beginning on the third anniversary of the effective date of the Enviro-Cedars License Agreements. To the extent Enviro derives non-royalty sublicensing revenues, a high single-digit to low double-digit percentage of such revenues would be due and payable to Cedars, with the actual percentage of such revenues dependent on the stage of FDA authorization at the time the sublicense revenue is generated. Enviro is also required to pay Cedars in connection with achieving the following Payment Milestones relating to products derived from the patent rights: successful completion of a Phase I clinical trial; successful completion of a Phase II clinical trial, receipt of FDA approval, and approval for a Phase III clinical trial; FDA approval of an NDA or BLA; cumulative net sales exceeding $ 50,000 100,000 Pursuant to the Enviro-Cedars License Agreements, Enviro is obligated to meet the following Commercialization Milestones. Pursuant to the Enviro-Cedars License Agreement (Endoglin Antagonism), Enviro is obligated to (1) obtain an IND for a patent product within 1 year of the effective date of the agreement, (2) commence a Phase II trial within 2 years of the effective date of the agreement, and (3) submit an NDA or BLA to the FDA or equivalent regulatory agency in another jurisdiction within 7 years of the effective date of the agreement. Pursuant to the Enviro-Cedars License Agreement (Mitochondrial DNA), Enviro is obligated to (1) complete preclinical studies of a patent product within 2 years of the effective date of the agreement, (2) complete toxicology studies within 2.5 years of the effective date of the agreement, (3) obtain IND within 3 years of the effective date of the agreement, (4) begin a Phase I trial within 4 years of the effective date of the agreement, and (5) submit an NDA or BLA to the FDA or equivalent regulatory agency in another jurisdiction within years of the effective date of the agreement. If the Commercialization Milestones are not met or extended, Cedars may convert the exclusive licenses into non-exclusive licenses or to a co-exclusive licenses or terminate the licenses. The Enviro-Cedars License Agreements will, unless sooner terminated, continue in effect on a country-by-country basis until the last of the patents covering the patent rights or future patent rights expires. Under the terms of the Enviro-Cedars License Agreements, unless waived by Cedars, the agreements would automatically terminate: (a) if Enviro ceases, dissolves or winds up its business operations; (b) if performance by either party jeopardizes the licensure, accreditation or tax exempt status of Cedars or the agreement is deemed illegal by a governmental body; (c) within 30 days for non-payment of royalties or if Enviro fails to undertake commercially reasonable efforts to exploit the patent rights or future patent rights; (d) within 60 days of Cedars’ failure to cure any breach or default of a material obligation under the agreements; (e) within 90 days of Enviro’s failure to cure any breach or default of a material obligation under the agreements; or (f) upon mutual written agreement of the parties. License Agreement with Tracon Pharmaceutical, Inc. On May 21, 2021, Enviro entered into a License Agreement with Tracon Pharmaceutical, Inc. (“Tracon”). Pursuant to the Tracon License Agreement, Tracon granted Enviro access to inactive IND filings for “TRC105” in the United States; ownership of “TRC105” stored vials of drug product manufactured to GMP standards stored at Fisher Clinical or their designee; and assignment of Tracon’s patent rights to its “CD105 technologies” (all as defined or described in the Tracon License Agreement). Pursuant to the Tracon License Agreement, Enviro paid Tracon an upfront fee of $ 100 500 10,000 500 22,000 100 500 3 3 Enviro issued Tracon equity ownership in Enviro equal to a number of shares of restricted common stock of Enviro equal to seven percent (7%) on a fully-diluted and converted basis of all common and preferred shares of Enviro (the “Tracon-Enviro Equity”). In connection with the Enviro-Kairos Share Exchange, the parties agreed that Tracon would receive, in exchange for its Enviro common stock, 420,000 restricted shares of Kairos Common Stock (which is equal to 1.41229% of the issued and outstanding shares of Kairos on a fully-diluted and converted basis) as the Tracon-Enviro Equity. Until such time as Tracon has received all of the Cash Consideration (as defined in the Tracon License Agreement), Enviro or its successor in interest, will issue to Tracon, without further consideration, any additional shares of common stock of Enviro, or such successor in interest, necessary so that Tracon maintains ownership of shares of Enviro, or such successor in interest, equal to the Tracon-Enviro Equity on a fully-diluted and converted basis of all stock in Enviro (or its successor). Notwithstanding the foregoing, if Tracon receives the full Cash Consideration within six (6) months of the effective date of the Tracon License Agreement, then Tracon will automatically return to Enviro (or any successor entity, if applicable) a number of restricted shares of the common stock of Enviro (or its successor) such that upon such return of shares Tracon will possess an amount of shares in Enviro (or its successor) equal to two percent (2%) on a fully-diluted and converted basis relative to the other Enviro shareholders who exchanged their shares in the Enviro-Kairos Share Exchange. Agreement with former Chief Financial Officer The Company has an agreement with its former Chief Financial Officer that requires the Company to pay $ 50 850 No

SUBSEQUENT EVENTS

SUBSEQUENT EVENTS	9 Months Ended	12 Months Ended
	Sep. 30, 2024	Dec. 31, 2023
Subsequent Events [Abstract]
SUBSEQUENT EVENTS	NOTE 8 – SUBSEQUENT EVENTS Notes Payable from Officers As of September 30, 2024, the Company owed $ 142 3 36,269 48 Kairos Agreement with Prevail In August 2024, the Company entered into a master service and technology agreement with Prevail pursuant to which Prevail agreed to provide certain clinical research services to the Company (see Note 7). As part of the agreement, the Company must make an advance payment of $ 900 Kairos Agreement with Cross Current Capital LLC On October 1, 2024, the Company entered into a consulting agreement (the “Consulting Agreement”) with Cross Current Capital LLC, a limited liability company organized under the laws of Puerto Rico (“Cross Current”), and Alan Masley (the “Advisor”), pursuant to which Cross Current agreed to provide certain financial and business consulting services to the Company including, but not limited, to (a) help drafting a public company competitive overview, (b) help preparing and/or reviewing a valuation analysis, (c) help in drafting marketing materials and presentations, (d) reviewing the Company’s business requirements and discuss financing and businesses opportunities, (e) investor marketing, (f) investor relations introductions, (g) legal counsel introductions, (h) auditor introductions, (i) investment banking and research introductions, (j) M&A canvassing and ways to grow the business organically, and (k) stand by capital markets advisory services. For the services rendered thereunder, the Company agreed to pay Cross Current $ 200,000 500,000 200 Settlement Agreement On October 17, 2024, the Company entered into a Settlement Agreement with the Company’s former legal counsel. In connection with the agreement, the law firm agreed to settle the amount the Company owed them, which totaled $ 773 150 150 Common Share Issuances On October 4, the Company’s board of directors approved the grant of 32,071 Employment Agreements On November 11, 2024, the Company entered into an agreement with each of its four executive officers under which each agreed to delay receipt of compensation under their agreements from the IPO effective date to January 1, 2025. Agreement with Helena Global Investment Opportunities On November 12, 2024, the Company entered into an agreement with Helena Global Investment Opportunities I LTD (“Helena”) pursuant to which the Company will have the right to issue and sell to the Helena, from time to time, and Helena shall purchase from the Company, up to $ 30,000 900 Conversion of Accounts Payable On November 13, 2024, the Company entered into an agreement with Cedars-Sinai Medical Center (“Cedars”) under which Cedars agreed to convert $ 200 60	NOTE 10 – SUBSEQUENT EVENTS Subsequent to December 31, 2023, the Company entered into agreements with Cedars-Sinai Medical Center (Cedars) under which Cedars agreed to convert $ 750 942 312,500 60 Subsequent to December 31, 2023, two officers and shareholders agreed to convert the $ 4 1,664 60 Subsequent to December 31, 2023, the Company borrowed $ 72 7.5

NOTES AND ACCOUNTS PAYABLE - OF

NOTES AND ACCOUNTS PAYABLE - OFFICERS	9 Months Ended
	Sep. 30, 2024
Notes And Accounts Payable - Officers
NOTES AND ACCOUNTS PAYABLE - OFFICERS	NOTE 4 – NOTES AND ACCOUNTS PAYABLE - OFFICERS During the nine months ended September 30, 2024, the Company entered into note payable agreements with three of its officers in the aggregate total of $ 142 7.5 one year 3 142 3 Subsequent to September 30, 2024, the notes were repaid and 36,269 During the three months ended September 30, 2024, the Company entered into an agreement with Douglas Samuelson, the Company’s Chief Financial Officer, under which Mr. Samuelson agreed to convert $ 172 51,610 The conversion price of the shares was equal to 83% of the IPO price. 206 34 No

SUMMARY OF SIGNIFICANT ACCOUN_2

SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Policies)	9 Months Ended	12 Months Ended
	Sep. 30, 2024	Dec. 31, 2023
Accounting Policies [Abstract]
Basis of Consolidation	Basis of Consolidation The accompanying condensed consolidated financial statements and accompanying notes have been prepared in accordance with accounting principles generally accepted in the United States of America (“U.S. GAAP”). The accompanying consolidated financial statements include the accounts of the Company and its wholly owned subsidiary, Enviro Therapeutics, Inc. All intercompany balances and transactions have been eliminated in consolidation.	Basis of Consolidation The accompanying consolidated financial statements and accompanying notes have been prepared in accordance with accounting principles generally accepted in the United States of America (“U.S. GAAP”). The accompanying consolidated financial statements include the accounts of the Company and its wholly owned subsidiary, Enviro Therapeutics, Inc. All intercompany balances and transactions have been eliminated in consolidation.
Use of Estimates	Use of Estimates The preparation of consolidated financial statements in conformity with GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the consolidated financial statements and the reported amounts of revenues and expenses during the reporting period. The Company regularly evaluates estimates and assumptions. The Company bases its estimates and assumptions on current facts, historical experience and various other factors that it believes to be reasonable under the circumstances, the results of which form the basis for making judgments about the carrying values of assets and liabilities and the accrual of costs and expenses that are not readily apparent from other sources. The actual results experienced by the Company may differ materially and adversely from the Company’s estimates. To the extent there are material differences between the estimates and the actual results, future results of operations will be affected. Significant estimates in the accompanying condensed consolidated financial statements include the valuation allowance on deferred tax assets and impairment analysis and useful life for intangible assets.	Use of Estimates The preparation of consolidated financial statements in conformity with GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the consolidated financial statements and the reported amounts of revenues and expenses during the reporting period. The Company regularly evaluates estimates and assumptions. The Company bases its estimates and assumptions on current facts, historical experience and various other factors that it believes to be reasonable under the circumstances, the results of which form the basis for making judgments about the carrying values of assets and liabilities and the accrual of costs and expenses that are not readily apparent from other sources. The actual results experienced by the Company may differ materially and adversely from the Company’s estimates. To the extent there are material differences between the estimates and the actual results, future results of operations will be affected. Significant estimates in the accompanying consolidated financial statements include the valuation allowance on deferred tax assets and impairment analysis and useful life for intangible assets.
Cash	Cash For the purpose of the statement of cash flows, cash includes currency on hand with banks and financial institutions.	Cash For the purpose of the statement of cash flows, cash includes currency on hand with banks and financial institutions.
Concentration of Credit Risk	Concentration of Credit Risk Financial instruments, which potentially subject the Company to concentration of credit risk, consist primarily of cash deposits. Accounts at each financial institution are insured by the Federal Deposit Insurance Corporation (“FDIC”) up to certain limits.	Concentration of Credit Risk Financial instruments, which potentially subject the Company to concentration of credit risk, consist primarily of cash deposits. Accounts at each financial institution are insured by the Federal Deposit Insurance Corporation (“FDIC”) up to certain limits. The Company does not maintain deposits in excess of federally insured limits.
Intangible Assets	Intangible Assets The Company’s intangible assets are stated at fair value as of the date acquired, less accumulated amortization. Amortization is calculated based on the estimated useful lives of the assets, which were determined to be five years 800 120 382 262	Intangible Assets The Company’s intangible assets are stated at fair value as of the date acquired, less accumulated amortization. Amortization is calculated based on the estimated useful lives of the assets, which were determined to be five years 800 160 542 382
Impairment of Long-Lived Assets	Impairment of Long-Lived Assets The Company applies the provisions of ASC Topic 360, Property, Plant, and Equipment No	Impairment of Long-Lived Assets The Company applies the provisions of ASC Topic 360, Property, Plant, and Equipment No
Net Loss Per Share	Net Loss Per Share Net loss per share is calculated in accordance with ASC Topic 260, Earnings Per Share 278,188 and 150,000 shares of common stock issuable upon exercise of outstanding common stock purchase warrants, respectively, and 80,000	Net Loss Per Share Net loss per share is calculated in accordance with ASC Topic 260, Earnings Per Share 180,000 150,000
Deferred Offering Costs	Deferred Offering Costs The Company capitalizes certain legal, professional, accounting and other third-party fees that are directly associated with in-process equity issuances as deferred offering costs until such equity issuances are consummated. After consummation of the equity issuance, these costs are recorded as a reduction in the capitalized amount associated with the equity issuance. Should the equity issuance be delayed or abandoned, the deferred offering costs will be expensed immediately as a charge to operating expenses in the Statement of Operations. As of December 31, 2023 and September 30, 2024, the Company had incurred $ 482 872 During the nine months ended September 30, 2024, a total of $ 872	Deferred Offering Costs The Company capitalizes certain legal, professional, accounting and other third-party fees that are directly associated with in-process equity issuances as deferred offering costs until such equity issuances are consummated. After consummation of the equity issuance, these costs are recorded as a reduction in the capitalized amount associated with the equity issuance. Should the equity issuance be delayed or abandoned, the deferred offering costs will be expensed immediately as a charge to operating expenses in the Statement of Operations. As of December 31, 2022 and 2023, the Company had incurred $ 57 482
Fair Value Measurements	Fair Value Measurements The Company determines the fair value of its assets and liabilities based on the exchange price in U.S. dollars that would be received to sell an asset or paid to transfer a liability (an exit price) in the principal or most advantageous market for the asset or liability in an orderly transaction between market participants on the measurement date. Valuation techniques used to measure fair value maximize the use of observable inputs and minimize the use of unobservable inputs. The Company uses a fair value hierarchy with three levels of inputs, of which the first two are considered observable and the last unobservable, to measure fair value: ● Level 1 — ● Level 2 — ● Level 3 — The carrying amounts of financial instruments such as cash, and accounts payable and accrued liabilities, approximate the related fair values due to the short-term maturities of these instruments. The carrying amounts of the Company’s convertible notes payable and notes payable from officers approximate their fair values as the interest rates of the notes are based on prevailing market rates.	Fair Value Measurements The Company determines the fair value of its assets and liabilities based on the exchange price in U.S. dollars that would be received to sell an asset or paid to transfer a liability (an exit price) in the principal or most advantageous market for the asset or liability in an orderly transaction between market participants on the measurement date. Valuation techniques used to measure fair value maximize the use of observable inputs and minimize the use of unobservable inputs. The Company uses a fair value hierarchy with three levels of inputs, of which the first two are considered observable and the last unobservable, to measure fair value: ● Level 1 — ● Level 2 — ● Level 3 — The carrying amounts of financial instruments such as cash, and accounts payable and accrued liabilities, approximate the related fair values due to the short-term maturities of these instruments. The carrying amounts of the Company’s convertible notes payable approximate their fair values as the interest rates of the notes are based on prevailing market rates.
Income Taxes	Income Taxes Income tax expense is based on pretax financial accounting income. Deferred tax assets and liabilities are recognized for the expected tax consequences of temporary differences between the tax bases of assets and liabilities and their reported amounts. Valuation allowances are recorded to reduce deferred tax assets to the amount that will more likely than not be realized. The Company recorded a 100 The Company accounts for uncertainty in income taxes using a two-step approach to recognizing and measuring uncertain tax positions. The first step is to evaluate the tax position for recognition by determining if the weight of available evidence indicates that it is more likely than not that the position will be sustained on audit, including resolution of related appeals or litigation processes, if any. The second step is to measure the tax benefit as the largest amount that is more than 50 percent likely of being realized upon settlement. The Company classifies the liability for unrecognized tax benefits as current to the extent that the Company anticipates payment (or receipt) of cash within one year. Interest and penalties related to uncertain tax positions are recognized in the provision for income taxes. There were no no	Income Taxes Income tax expense is based on pretax financial accounting income. Deferred tax assets and liabilities are recognized for the expected tax consequences of temporary differences between the tax bases of assets and liabilities and their reported amounts. Valuation allowances are recorded to reduce deferred tax assets to the amount that will more likely than not be realized. The Company recorded a 100 The Company accounts for uncertainty in income taxes using a two-step approach to recognizing and measuring uncertain tax positions. The first step is to evaluate the tax position for recognition by determining if the weight of available evidence indicates that it is more likely than not that the position will be sustained on audit, including resolution of related appeals or litigation processes, if any. The second step is to measure the tax benefit as the largest amount that is more than 50 percent likely of being realized upon settlement. The Company classifies the liability for unrecognized tax benefits as current to the extent that the Company anticipates payment (or receipt) of cash within one year. Interest and penalties related to uncertain tax positions are recognized in the provision for income taxes.
Patents and Patent Application Costs	Patents and Patent Application Costs Although the Company believes that its patents and underlying technology have continuing value, the amount of future benefits to be derived from the patents is uncertain. Patent costs are therefore expensed as incurred and are included in General and administrative expenses on the accompanying condensed consolidated Statements of Operations. Patent expenses were $ 123 130	Patents and Patent Application Costs Although the Company believes that its patents and underlying technology have continuing value, the amount of future benefits to be derived from the patents is uncertain. Patent costs are therefore expensed as incurred and are included in General and administrative expenses on the accompanying consolidated Statements of Operations. Patent expenses were $ 110 45
Research and Development Costs	Research and Development Costs The Company expenses its research and development costs as incurred. Research and developments costs for the nine months ended September 30, 2024 and 2023 were $ 242 75	Research and Development Costs The Company expenses its research and development costs as incurred. Research and developments costs for the years ended December 31, 2022 and 2023 were $ 87 82
Pro Forma Financial Information (unaudited)		Pro Forma Financial Information (unaudited) Upon the closing of a qualified public offering (as defined in the Company’s Certificate of Incorporation), all of the Company’s convertible notes payable, including accrued interest, and certain accounts payable will automatically convert into shares of common stock. The accompanying unaudited pro forma balance sheet as of December 31, 2023 has been prepared to give effect to (i) the automatic conversion of all of the convertible notes payable and accrued interest into an aggregate of 334,375 312,500 1,664 The unaudited pro forma basic and diluted net loss per share in the accompanying statements of operations for the year ended December 31, 2023 have been computed to give effect to the automatic conversion of all convertible notes payable, amounts due to related parties, and certain accounts payable into shares of common stock. The unaudited pro forma basic and diluted net loss per share for the year ended December 31, 2023 was computed using the weighted average number of shares of common stock outstanding, including the pro forma effect of the conversion of all convertible notes payable and the related accrued interest, and certain accounts payable and amounts due to related parties, as if the Company’s proposed public offering had occurred on January 1, 2023. The unaudited pro forma net loss per share does not include the shares expected to be sold or related proceeds to be received in the proposed public offering. The following table summarizes the Company’s unaudited pro forma net loss per share (in thousands except for share amounts and per share data): SCHEDULE OF PRO FORMA NET LOSS PER SHARE Year Ended Numerator: Net loss $ (1,812 ) Denominator: Weighted average number of common shares outstanding 10,382,515 Pro forma weighted average shares outstanding after giving effect to the conversion of convertible notes payable and certain accounts payable 648,539 Pro forma weighted average common shares outstanding 11,031,054 Pro forma net loss per share, basic and diluted $ (0.16 )
Recent Accounting Pronouncements	Recent Accounting Pronouncements In November 2023, the Financial Accounting Standards Board (“FASB”) issued ASU 2023-07, Segment Reporting (Topic 280): Improvements to Reportable Segment Disclosure, which is intended to improve reportable segment disclosure requirements, primarily through enhanced disclosures about significant segment expense categories that are regularly provided to the chief operating decision maker and included in each reported measure of a segment’s profit or loss. The update also requires all annual disclosures about a reportable segment’s profit or loss and assets to be provided in interim periods and for entities with a single reportable segment to provide all the disclosures required by ASC 280, Segment Reporting, including the significant segment expense disclosures. The Company adopted ASU 2023-07 beginning January 1, 2024. The Company does not believe the impact of the new guidance and related codification improvements had a material impact to its financial position, results of operations and cash flows. Other recent accounting pronouncements issued by the FASB, including its Emerging Issues Task Force, the American Institute of Certified Public Accountants, and the Securities and Exchange Commission did not or are not believed by management to have a material impact on the Company’s present or future consolidated financial statements.	Recent Accounting Pronouncements In December 2019, the Financial Accounting Standards Board (“FASB”) issued Accounting Standards Update (“ASU”) 2019-12, Simplifying the Accounting for Income Taxes Income Taxes In August 2020, the FASB issued ASU No. 2020-06 (“ASU 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) The Company accounted for convertible notes payable (when it has determined that the embedded conversion options should not be bifurcated from their host instruments) in accordance with ASC 470-20, Debt with Conversion and Other Options In May 2021, the FASB issued ASU 2021-04, Earnings Per Share (Topic 260), Debt—Modifications and Extinguishments (Subtopic 470-50), Compensation—Stock Compensation (Topic 718), and Derivatives and Hedging—Contracts in Entity’s Own Equity (Subtopic 815-40): Issuer’s Accounting for Certain Modifications or Exchanges of Freestanding Equity-Classified Written Call Options Other recent accounting pronouncements issued by the FASB, including its Emerging Issues Task Force, the American Institute of Certified Public Accountants, and the Securities and Exchange Commission did not or are not believed by management to have a material impact on the Company’s present or future consolidated financial statements.
Stock-Based Compensation	Stock-Based Compensation The Company measures all stock options and other stock-based awards granted based on the fair value of the award on the date of the grant and recognizes compensation expense for those awards over the requisite service period, which is generally the vesting period of the respective award. The Company has elected to recognize forfeitures as they occur. The reversal of compensation cost previously recognized for an award that is forfeited because of a failure to satisfy a service or performance condition is recognized in the period of the forfeiture. Generally, the Company issues stock options with only service-based vesting conditions and records the expense for these awards using the straight-line method over the requisite service period. The Company classifies stock-based compensation expense in its statements of operations in the same manner in which the award recipient’s payroll costs are classified or in which the award recipients’ service payments are classified. The Company was a private company until the completion of its IPO on September 17, 2024. The Company estimates the fair value of common stock using an appropriate valuation methodology, in accordance with the framework of the American Institute of Certified Public Accountants’ Technical Practice Aid, Valuation of Privately-Held Company Equity Securities Issued as Compensation. Each valuation methodology includes estimates and assumptions that require the Company’s judgment. These estimates and assumptions include a number of objective and subjective factors, including external market conditions, guideline public company information, the prices at which the Company sold its common stock to third parties in arms’ length transactions, the rights and preferences of securities senior to the Company’s common stock at the time, and the likelihood of achieving a liquidity event such as an initial public offering or sale. Significant changes to the assumptions used in the valuations could result in different fair values of stock options at each valuation date, as applicable. The fair value of each stock option or warrant grant is estimated using the Black-Scholes option-pricing model. The Company was a private company and lacked company-specific historical and implied volatility information. Therefore, it estimated its expected stock volatility based on the historical volatility of a publicly traded set of peer companies within the biotechnology industry with characteristics similar to the Company. The expected term of the Company’s stock options has been determined utilizing the “simplified” method for awards that qualify as “plain-vanilla” options or warrants. The expected term of stock options or warrants granted to non-employees is equal to the contractual term of the option award. The risk-free interest rate is determined by reference to the U.S. Treasury yield curve in effect at the time of grant of the award for time periods approximately equal to the expected term of the award. Expected dividend yield is zero, based on the fact that the Company has never paid cash dividends and does not expect to pay any cash dividends in the foreseeable future.

SUMMARY OF SIGNIFICANT ACCOUN_3

SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Tables)	12 Months Ended
	Dec. 31, 2023
Accounting Policies [Abstract]
SCHEDULE OF PRO FORMA NET LOSS PER SHARE	The following table summarizes the Company’s unaudited pro forma net loss per share (in thousands except for share amounts and per share data): SCHEDULE OF PRO FORMA NET LOSS PER SHARE Year Ended Numerator: Net loss $ (1,812 ) Denominator: Weighted average number of common shares outstanding 10,382,515 Pro forma weighted average shares outstanding after giving effect to the conversion of convertible notes payable and certain accounts payable 648,539 Pro forma weighted average common shares outstanding 11,031,054 Pro forma net loss per share, basic and diluted $ (0.16 )

ACQUISITION OF ENVIRO THERAPE_2

ACQUISITION OF ENVIRO THERAPEUTICS, INC (Tables)	12 Months Ended
	Dec. 31, 2023
Business Combination, Asset Acquisition, and Joint Venture Formation [Abstract]
SCHEDULE OF ENVIRO'S ASSET AND LIABILITIES	SCHEDULE OF ENVIRO'S ASSET AND LIABILITIES Cash $ 6 Intangible assets 800 Accounts payable (51 ) Advances from related parties (129 ) Total $ 627

CONVERTIBLE NOTES PAYABLE (Tabl

CONVERTIBLE NOTES PAYABLE (Tables)	12 Months Ended
	Dec. 31, 2023
Debt Disclosure [Abstract]
SCHEDULE OF CONVERTIBLE NOTES PAYABLE	Convertible notes payable consisted of the following as of December 31, 2022 and 2023: SCHEDULE OF CONVERTIBLE NOTES PAYABLE December 31, 2022 December 31, 2023 Convertible note payable (a) $ - $ - Convertible note payable (b) - - Convertible notes payable (c) 675 743 Convertible notes payable 675 743 Less: current portion - - Convertible notes payable – long - term portion $ 675 $ 743 (a) In August 2021, the Company entered into a convertible note payable agreement with an individual in the amount of $ 350 10 4.17 350 14 23 92,000 no (b) During the year ended December 31, 2022, the Company entered into a convertible note payable agreement with the same individual in the amount of $ 250 10 8.0 4.17 4.17 230 In connection with the convertible note payable, the Company issued the noteholder a warrant to purchase 150,000 4.17 390 no In 2022, all of the principal plus accrued and unpaid interest from both convertible notes payable above totaling $ 600 48 154,782 no (c) During the year ended December 31, 2022, the Company entered into several convertible note payable agreements with individuals and an entity in the aggregate total of $ 675 6 If the Company does not close an IPO transaction within 12 months of the date of the note, the Company will have the choice of paying off the principal plus all accrued and unpaid interest, or the note’s principal balance will increase to 110% of its original balance. The notes are convertible at the option of the noteholders to convert into shares of the Company’s common stock at a price per share as defined in the agreement or will automatically be converted into shares of the Company’s common stock at 60% of the IPO price per share upon the closing of an IPO transaction. 564 675 17

SHAREHOLDERS_ EQUITY (Tables)

SHAREHOLDERS’ EQUITY (Tables)	9 Months Ended	12 Months Ended
	Sep. 30, 2024	Dec. 31, 2023
Equity [Abstract]
SCHEDULE OF WARRANT ACTIVITY	The table below summarizes the Company’s warrant activities for nine months ended September 30, 2024: SCHEDULE OF WARRANT ACTIVITY Number of Warrant Shares Exercise Price Range Per Share Weighted Average Exercise Price Balance, December 31, 2023 150,000 $ 4.17 $ 4.17 Granted 128,188 2.40 4.80 4.43 Cancelled – – – Exercised – – – Forfeited/Expired – – – Balance, September 30, 2024 278,188 $ 2.40 4.80 $ 4.29 Vested and exercisable, September 30, 2024 169,688 $ 2.40 4.17 $ 3.96	The table below summarizes the Company’s warrant activities for years ended December 31, 2022 and 2023: SCHEDULE OF WARRANT ACTIVITY Number of Exercise Price Weighted Average Balance, December 31, 2021 120,000 $ 4.17 8.33 $ 5.23 Granted 150,000 4.17 4.17 Cancelled – – – Exercised – – – Forfeited/Expired (90,000 ) 4.17 4.17 Balance, December 31, 2022 180,000 4.17 8.33 4.86 Granted – – – Cancelled – – – Exercised – – – Forfeited/Expired (30,000 ) 8.33 8.33 Balance, December 31, 2023 150,000 $ 4.17 $ 4.17 Vested and exercisable, December 31, 2023 150,000 $ 4.17 $ 4.17
SCHEDULE OF OUTSTANDING AND EXERCISABLE WARRANTS	The following table summarizes information concerning outstanding and exercisable warrants as of September 30, 2024: SCHEDULE OF OUTSTANDING AND EXERCISABLE WARRANTS Warrants Outstanding Warrants Exercisable Range of Exercise Prices Number Outstanding Average Remaining Contractual Life (in years) Weighted Average Exercise Price Number Exercisable Average Remaining Contractual Life (in years) Weighted Average Exercise Price $ 2.40 19.688 5.00 $ 2.40 19,688 5.00 $ 2.40 4.17 4.80 258,500 2.39 4.43 150,000 0.50 4.17 $ 2.40 4.80 278,188 2.57 $ 4.29 169,688 1.02 $ 3.96	The following table summarizes information concerning outstanding and exercisable warrants as of December 31, 2023: SCHEDULE OF OUTSTANDING AND EXERCISABLE WARRANTS Warrants Outstanding Warrants Exercisable Range of Exercise Prices Number Outstanding Average Remaining Contractual Life (in years) Weighted Average Exercise Price Number Exercisable Average Remaining Contractual Life (in years) Weighted Average Exercise Price $ 4.17 150,000 1.17 $ 4.17 150,000 1.17 $ 4.17
SCHEDULE OF RESTRICTED COMMON STOCK ACTIVITY	The following table summarizes restricted common stock activity during the nine months ended September 30, 2024: SCHEDULE OF RESTRICTED COMMON STOCK ACTIVITY Number of Restricted Shares Fair Value Weighted Average Grant Date Fair Value Non-vested, December 31, 2023 — $ — $ — Granted 80,000 174 2.18 Vested — (5 ) (1.90 ) Forfeited — — — Non-vested, September 30, 2024 80,000 $ 169 $ 2.18

INCOME TAXES (Tables)

INCOME TAXES (Tables)	12 Months Ended
	Dec. 31, 2023
Income Tax Disclosure [Abstract]
SCHEDULE OF RECONCILIATION OF THE DIFFERENCES BETWEEN THE EFFECTIVE AND STATUTORY INCOME TAX RATES	A reconciliation of the differences between the effective and statutory income tax rates for the years ended December 31, 2022 and 2023 is shown below: SCHEDULE OF RECONCILIATION OF THE DIFFERENCES BETWEEN THE EFFECTIVE AND STATUTORY INCOME TAX RATES Amount Percent Amount Percent 2022 2023 Amount Percent Amount Percent Federal statutory rates $ (221 ) 21.0 % $ (381 ) 21.0 % State income taxes (84 ) 8.0 % (145 ) 8.0 % Permanent differences 18 (0.2 )% - - % Valuation allowance against net deferred tax assets 287 (28.8 )% 526 (29.0 )% Effective rate $ - - % $ - - %
SCHEDULE OF SIGNIFICANT COMPONENTS OF THE DEFERRED TAX ASSETS AND LIABILITIES	At December 31, 2022 and 2023, the significant components of the deferred tax assets and liabilities are summarized below: SCHEDULE OF SIGNIFICANT COMPONENTS OF THE DEFERRED TAX ASSETS AND LIABILITIES 2022 2023 Deferred income tax assets: Net operating loss carryforwards $ 604 $ 857 Amortization of intangibles 37 37 Accrued expenses 463 687 Total deferred income tax assets 1,104 1,581 Less: valuation allowance (1,104 ) (1,581 ) Total deferred income tax assets $ - $ -

BASIS OF PRESENTATION (Details

BASIS OF PRESENTATION (Details Narrative) - USD ($) $ / shares in Units, $ in Thousands			3 Months Ended		9 Months Ended		12 Months Ended
	May 10, 2023	Apr. 28, 2022	Sep. 30, 2024	Sep. 30, 2023	Sep. 30, 2024	Sep. 30, 2023	Dec. 31, 2023	Dec. 31, 2022	Jun. 30, 2024	Jun. 30, 2023	Dec. 31, 2021
Accounting Policies [Abstract]
Net loss			$ 1,047	$ 312	$ 1,623	$ 694	$ 1,812	$ 1,050
Shareholders deficit			(3,332)	1,873	(3,332)	1,873	2,078	1,179	$ 2,654	$ 1,561	$ 1,167
Cash			$ 3,217		$ 3,217		$ 93	$ 437
Stock split		1.5-for-1 stock split
Reverse stock split	1-for-2.5 reverse stock split
Shares authorized	120,000,000
Common stock, shares authorized	100,000,000		100,000,000		100,000,000		100,000,000	100,000,000
Common stock, par value	$ 0.001		$ 0.001		$ 0.001		$ 0.001	$ 0.001
Preferred stock, shares authorized	20,000,000		20,000,000		20,000,000		20,000,000	20,000,000
Preferred stock, par value	$ 0.001		$ 0.001		$ 0.001		$ 0.001	$ 0.001
Shareholders equity (deficit)			$ 3,332	(1,873)	$ 3,332	(1,873)	$ (2,078)	$ (1,179)	$ (2,654)	$ (1,561)	$ (1,167)
Net loss			$ (1,047)	$ (312)	(1,623)	(694)	(1,812)	(1,050)
Cash in operations					2,152	(15)	$ (81)	$ 353
Net proceeds from offering					$ 5,524

SCHEDULE OF PRO FORMA NET LOSS

SCHEDULE OF PRO FORMA NET LOSS PER SHARE (Details) - USD ($) $ / shares in Units, $ in Thousands	3 Months Ended		9 Months Ended		12 Months Ended
	Sep. 30, 2024	Sep. 30, 2023	Sep. 30, 2024	Sep. 30, 2023	Dec. 31, 2023	Dec. 31, 2022
Accounting Policies [Abstract]
Net loss	$ (1,047)	$ (312)	$ (1,623)	$ (694)	$ (1,812)	$ (1,050)
Weighted average number of common shares outstanding basic	10,910,227	10,334,357	10,679,776	10,334,357	10,382,515	10,236,764
Weighted average number of common shares outstanding diluted	10,910,227	10,334,357	10,679,776	10,334,357	10,382,515	10,236,764
Pro forma weighted average shares outstanding of convertible notes payable and certain accounts payable					648,539
Pro forma weighted average common shares outstanding basic					11,031,054	10,839,452
Pro forma weighted average common shares outstanding diluted					11,031,054	10,839,452
Pro forma net loss per share, basic					$ (0.16)	$ (0.10)
Pro forma net loss per share, diluted					$ (0.16)	$ (0.10)

SUMMARY OF SIGNIFICANT ACCOUN_4

SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Details Narrative) - USD ($)		3 Months Ended		9 Months Ended		12 Months Ended
	Sep. 16, 2024	Sep. 30, 2024	Sep. 30, 2023	Sep. 30, 2024	Sep. 30, 2023	Dec. 31, 2023	Dec. 31, 2022	Dec. 31, 2024	Dec. 31, 2021
Intangible assets useful life		5 years		5 years				5 years
Amortization expenses				$ 120,000	$ 120,000	$ 160,000	$ 160,000
Intangible assets unamortized balance		$ 262,000		262,000		382,000	542,000
Impairment of intangible assets				$ 0	$ 0	$ 0	$ 0
Potentially dilutive securities				278,188	150,000	150,000	180,000
Deferred tax assets valuation allowance, percentage		100%		100%		100%	100%
Patent expenses		$ 369,000	$ 254,000	$ 655,000	$ 550,000	$ 1,632,000	$ 484,000
Research and development costs		14,000	$ 33,000	242,000	75,000	82,000	87,000
Proceeds from deferred offering costs				872,000
Unrecognized tax benefits		$ 0		$ 0		0	0
Accrued interest						$ 0
Restricted Stock Units (RSUs) [Member]
Unvested restricted stock		80,000		80,000
Common Stock [Member]
Shares conversion				1,664
Shares new issues		1,550,000		1,550,000
Convertible Notes Payable [Member]
Shares conversion				368,371		334,375
Pro Forma [Member]
Intangible assets unamortized balance						$ 382,000
Shares new issues						312,500
Pro Forma [Member] | Common Stock [Member]
Shares conversion						1,664
Pro Forma [Member] | Convertible Notes Payable [Member]
Shares conversion						334,375
Patents [Member]
Patent expenses				$ 123,000	$ 130,000	$ 45,000	110,000
IPO [Member]
Deferred offering costs		$ 872,000		872,000		$ 482,000	$ 57,000
Shares new issues	1,550,000
Proceeds from deferred offering costs				$ 872,000
Enviro Threapeutics Inc [Member]
Acquisition cost									$ 800,000

SCHEDULE OF ENVIRO'S ASSET AND

SCHEDULE OF ENVIRO'S ASSET AND LIABILITIES (Details) - Enviro Therapeutics, Inc. [Member] $ in Thousands	Dec. 31, 2023 USD ($)
Business Acquisition [Line Items]
Cash	$ 6
Intangible assets	800
Accounts payable	(51)
Advances from related parties	(129)
Total	$ 627

ACQUISITION OF ENVIRO THERAPE_3

ACQUISITION OF ENVIRO THERAPEUTICS, INC (Details Narrative) - shares	Jun. 03, 2021	Dec. 31, 2023
Business Acquisition [Line Items]
Business acquisition, percentage		100%
Enviro Therapeutics, Inc. [Member]
Business Acquisition [Line Items]
Restricted Shares of common stock	2,400,000

ADVANCES FROM RELATED PARTIES (

ADVANCES FROM RELATED PARTIES (Details Narrative) - USD ($) $ / shares in Units, $ in Thousands	3 Months Ended	9 Months Ended	12 Months Ended
	Sep. 30, 2024	Sep. 30, 2024	Dec. 31, 2023	Dec. 31, 2022	Sep. 17, 2024	Dec. 31, 2021
Related Party Transaction [Line Items]
Repayment on related party advances				$ 10
Common Stock [Member]
Related Party Transaction [Line Items]
Shares conversion		1,664
Shares conversion price	$ 4	$ 4
Shares received	1,550,000	1,550,000
Common Stock [Member] | 60% of IPO Closing Price [Member]
Related Party Transaction [Line Items]
Shares conversion price	$ 2.40	$ 2.40
Related Party [Member]
Related Party Transaction [Line Items]
Due to related parties			4	4	$ 4	$ 14
Due to related parties			$ 4	$ 4		$ 14
Officer [Member]
Related Party Transaction [Line Items]
Shares received		666
discounted price percentage		40%
Financing costs	$ 3	$ 3
Officer [Member] | Common Stock [Member]
Related Party Transaction [Line Items]
Shares received		36,269

NOTE PAYABLE (Details Narrative

NOTE PAYABLE (Details Narrative) - USD ($) $ in Thousands	12 Months Ended
	Dec. 31, 2023	Dec. 31, 2022	Dec. 31, 2021	Dec. 31, 2020	Jul. 31, 2020
Note Payable
Borrowed amount					$ 50
Accrues interest rate					1%
Notes payable		$ 0	$ 30	$ 50
Repayments of notes payable		$ 30	$ 20

SCHEDULE OF CONVERTIBLE NOTES P

SCHEDULE OF CONVERTIBLE NOTES PAYABLE (Details) - USD ($) $ in Thousands		Dec. 31, 2023		Dec. 31, 2022		Dec. 31, 2021
Short-Term Debt [Line Items]
Convertible notes payable		$ 743		$ 675
Less: current portion
Convertible notes payable – long - term portion		743		675
Convertible Notes Payable One [Member]
Short-Term Debt [Line Items]
Convertible notes payable			[1]		[1]	$ 350
Convertible Notes Payable Two [Member]
Short-Term Debt [Line Items]
Convertible notes payable	[2]
Convertible Notes Payable Three [Member]
Short-Term Debt [Line Items]
Convertible notes payable	[3]	$ 743		$ 675
[1]In August 2021, the Company entered into a convertible note payable agreement with an individual in the amount of $ 350 10 4.17 350 14 23 92,000 no the year ended December 31, 2022, the Company entered into a convertible note payable agreement with the same individual in the amount of $ 250 10 8.0 4.17 4.17 230 675 6 If the Company does not close an IPO transaction within 12 months of the date of the note, the Company will have the choice of paying off the principal plus all accrued and unpaid interest, or the note’s principal balance will increase to 110% of its original balance. The notes are convertible at the option of the noteholders to convert into shares of the Company’s common stock at a price per share as defined in the agreement or will automatically be converted into shares of the Company’s common stock at 60% of the IPO price per share upon the closing of an IPO transaction. 564 675 17

SCHEDULE OF CONVERTIBLE NOTES_2

SCHEDULE OF CONVERTIBLE NOTES PAYABLE (Details) (Parenthetical) - USD ($) $ / shares in Units, $ in Thousands			9 Months Ended	12 Months Ended
		Aug. 31, 2021	Sep. 30, 2024	Dec. 31, 2023		Dec. 31, 2022		Dec. 31, 2021	Sep. 17, 2024	Dec. 31, 2020	Jul. 31, 2020
Short-Term Debt [Line Items]
Face amount			$ 142			$ 250		$ 350
Convertible notes payable				$ 743		675
Accrued and unpaid interest			$ 3
Original issue discount percentage											1%
Issuance of common stock						925
Warrants exercise price			$ 4.29
Notes Payable, Current						$ 0		30		$ 50
Warrant [Member]
Short-Term Debt [Line Items]
Warrants exercise price				$ 4.17		$ 4.17			$ 4.80
Convertible Notes Payable One [Member]
Short-Term Debt [Line Items]
Face amount		$ 350
Debt instrument interest percentage		10%
Convert of common stock price per share		$ 4.17
Convertible notes payable					[1]		[1]	350
Accrued and unpaid interest								$ 14
Accrued interest						$ 23
Converted shares						92,000
Convertible Notes Payable Two [Member]
Short-Term Debt [Line Items]
Face amount						$ 250
Debt instrument interest percentage						10%
Convert of common stock price per share						$ 4.17
Convertible notes payable	[2]
Converted shares						154,782
Original issue discount percentage						8%
Issuance of common stock						$ 230
Warrant to purchase shares						150,000
Fair value of warrant						$ 390
Convertible Notes Payable [Member]
Short-Term Debt [Line Items]
Face amount						$ 675
Debt instrument interest percentage						6%
Convertible notes payable				743		$ 675
Accrued and unpaid interest				68		17
Accrued interest				$ 43
Converted shares			368,371	334,375
Issuance of common stock						564
Notes Payable, Current			$ 792	$ 743		600
Accrued and unpaid interest			$ 92	60		$ 48
Debt instrument description						If the Company does not close an IPO transaction within 12 months of the date of the note, the Company will have the choice of paying off the principal plus all accrued and unpaid interest, or the note’s principal balance will increase to 110% of its original balance. The notes are convertible at the option of the noteholders into shares of the Company’s common stock at a price per share as defined in the agreement or will automatically be converted into shares of the Company’s common stock at 60% of the IPO price per share upon the closing of an IPO transaction.
Convertible Notes Payable [Member] | Warrant [Member]
Short-Term Debt [Line Items]
Warrants exercise price						$ 4.17		$ 4.17
Convertible Notes Payable Three [Member]
Short-Term Debt [Line Items]
Face amount						$ 675
Debt instrument interest percentage						6%
Convertible notes payable	[3]			$ 743		$ 675
Accrued and unpaid interest						17
Issuance of common stock						$ 564
Debt instrument description						If the Company does not close an IPO transaction within 12 months of the date of the note, the Company will have the choice of paying off the principal plus all accrued and unpaid interest, or the note’s principal balance will increase to 110% of its original balance. The notes are convertible at the option of the noteholders to convert into shares of the Company’s common stock at a price per share as defined in the agreement or will automatically be converted into shares of the Company’s common stock at 60% of the IPO price per share upon the closing of an IPO transaction.
[1]In August 2021, the Company entered into a convertible note payable agreement with an individual in the amount of $ 350 10 4.17 350 14 23 92,000 no the year ended December 31, 2022, the Company entered into a convertible note payable agreement with the same individual in the amount of $ 250 10 8.0 4.17 4.17 230 675 6 If the Company does not close an IPO transaction within 12 months of the date of the note, the Company will have the choice of paying off the principal plus all accrued and unpaid interest, or the note’s principal balance will increase to 110% of its original balance. The notes are convertible at the option of the noteholders to convert into shares of the Company’s common stock at a price per share as defined in the agreement or will automatically be converted into shares of the Company’s common stock at 60% of the IPO price per share upon the closing of an IPO transaction. 564 675 17

CONVERTIBLE NOTES PAYABLE (Deta

CONVERTIBLE NOTES PAYABLE (Details Narrative) - USD ($) $ in Thousands		3 Months Ended		9 Months Ended		12 Months Ended
		Sep. 30, 2024	Sep. 30, 2023	Sep. 30, 2024	Sep. 30, 2023	Dec. 31, 2023	Dec. 31, 2022	Sep. 17, 2024	Dec. 31, 2021	Dec. 31, 2020
Short-Term Debt [Line Items]
Accrued interest increase				$ 3
Principal						$ 743	$ 675
Amortization of Debt Discount (Premium)		$ 115	$ 10	154	$ 30	56	408
Unamortized balance						105	93
Debt issuance costs							111
Unamortized debt issuance costs and discounts						105
Notes Payable, Current							0		$ 30	$ 50
Principal		142		142			250		$ 350
Issuance of common stock							925
Increase in original debt balance				$ 49
Common Stock [Member]
Short-Term Debt [Line Items]
Debt Conversion, Converted Instrument, Shares Issued				1,664
Principal								$ 792
Accrued and unpaid interest								$ 92
Convertible Note Agreements [Member]
Short-Term Debt [Line Items]
Unamortized debt issuance costs and discounts		154		$ 154
Convertible Notes Payable [Member]
Short-Term Debt [Line Items]
Accrued interest						43
Accrued interest increase						68	17
Principal						743	675
Interest payable						60
Amortization of Debt Discount (Premium)						16	18
Unamortized balance						52	93
Notes Payable, Current		$ 792		792		743	600
Debt Instrument, Periodic Payment, Interest				$ 92		$ 60	48
Debt Conversion, Converted Instrument, Shares Issued				368,371		334,375
Principal							$ 675
Debt instrument interest percentage							6%
Debt instrument description							If the Company does not close an IPO transaction within 12 months of the date of the note, the Company will have the choice of paying off the principal plus all accrued and unpaid interest, or the note’s principal balance will increase to 110% of its original balance. The notes are convertible at the option of the noteholders into shares of the Company’s common stock at a price per share as defined in the agreement or will automatically be converted into shares of the Company’s common stock at 60% of the IPO price per share upon the closing of an IPO transaction.
Issuance of common stock							$ 564
Convertible Notes Payable [Member] | Convertible Note Agreement [Member]
Short-Term Debt [Line Items]
Unamortized balance						$ 53	93
Debt issuance costs							111
Amortized debt discount						40	18
Convertible Notes Payable Three [Member]
Short-Term Debt [Line Items]
Accrued interest increase							17
Principal	[1]					$ 743	675
Principal							$ 675
Debt instrument interest percentage							6%
Debt instrument description							If the Company does not close an IPO transaction within 12 months of the date of the note, the Company will have the choice of paying off the principal plus all accrued and unpaid interest, or the note’s principal balance will increase to 110% of its original balance. The notes are convertible at the option of the noteholders to convert into shares of the Company’s common stock at a price per share as defined in the agreement or will automatically be converted into shares of the Company’s common stock at 60% of the IPO price per share upon the closing of an IPO transaction.
Issuance of common stock							$ 564
[1]During the year ended December 31, 2022, the Company entered into several convertible note payable agreements with individuals and an entity in the aggregate total of $ 675 6 If the Company does not close an IPO transaction within 12 months of the date of the note, the Company will have the choice of paying off the principal plus all accrued and unpaid interest, or the note’s principal balance will increase to 110% of its original balance. The notes are convertible at the option of the noteholders to convert into shares of the Company’s common stock at a price per share as defined in the agreement or will automatically be converted into shares of the Company’s common stock at 60% of the IPO price per share upon the closing of an IPO transaction. 564 675 17

SCHEDULE OF WARRANT ACTIVITY (D

SCHEDULE OF WARRANT ACTIVITY (Details) - $ / shares	9 Months Ended	12 Months Ended
	Sep. 30, 2024	Dec. 31, 2023	Dec. 31, 2022
Accumulated Other Comprehensive Income (Loss) [Line Items]
Warrants Shares, Beginning Balance			90,000
Warrant [Member]
Accumulated Other Comprehensive Income (Loss) [Line Items]
Warrants Shares, Beginning Balance	150,000	180,000	120,000
Exercise price range	4.17
Weighted Avg. Exercise Price Warrant, Beginning Balance	$ 4.17	$ 4.86	$ 5.23
Warrants Shares, Granted	128,188		150,000
Exercise price range granted			$ 4.17
Weighted Avg. Exercise Price Warrant, Granted	$ 4.43		$ 4.17
Warrants Shares, Forfeited
Exercise price range cancelled
Weighted Avg. Exercise Price Warrant, Forfeited
Warrants Shares, Exercised
Exercise price range exercised
Weighted Avg. Exercise Price Warrant, Exercised
Warrants Shares, Expired		(30,000)	(90,000)
Exercise price range forfeited		$ 8.33	$ 4.17
Weighted Avg. Exercise Price Warrant, Expired		$ 8.33	$ 4.17
Warrants Shares, Ending Balance	278,188	150,000	180,000
Exercise price range		4.17
Weighted Avg. Exercise Price Warrant, Ending Balance	$ 4.29	$ 4.17	$ 4.86
Number of Shares Warrants Exercisable		150,000
Exercise price range exercisable		4.17
Weighted Average Exercise Price, Exercisable	$ 3.96	$ 4.17
Number of Shares Warrants Exercisable	169,688
Warrant [Member] | Minimum [Member]
Accumulated Other Comprehensive Income (Loss) [Line Items]
Exercise price range		4.17	4.17
Exercise price range granted	$ 2.40
Exercise price range	2.40		4.17
Exercise price range exercisable	2.40
Warrant [Member] | Maximum [Member]
Accumulated Other Comprehensive Income (Loss) [Line Items]
Exercise price range		8.33	8.33
Exercise price range granted	$ 4.80
Exercise price range	4.80		8.33
Exercise price range exercisable	4.17

SCHEDULE OF OUTSTANDING AND EXE

SCHEDULE OF OUTSTANDING AND EXERCISABLE WARRANTS (Details) - $ / shares		9 Months Ended	12 Months Ended
	Sep. 17, 2024	Sep. 30, 2024	Dec. 31, 2023	Dec. 31, 2022
Accumulated Other Comprehensive Income (Loss) [Line Items]
Warrants outstanding, outstanding number of options, shares		278,188
Warrants outstanding, weighted average exercise price		$ 4.29
Warrants exercisable, weighted average remaining life in years		1 year 7 days
Warrants exercisable, weighted average exercise price		$ 3.96
Warrant [Member]
Accumulated Other Comprehensive Income (Loss) [Line Items]
Exercise price lower range		2.40	$ 4.17
Warrants outstanding, outstanding number of options, shares			150,000
Warrants exercisable, weighted average remaining life in years			1 year 2 months 1 day
Warrants outstanding, weighted average exercise price	$ 4.80		$ 4.17	$ 4.17
Warrants exercisable, exercisable number of options, shares			150,000
Warrants exercisable, weighted average remaining life in years			1 year 2 months 1 day
Warrants exercisable, weighted average exercise price			$ 4.17
Exercise price upper range		4.80
Warrant One [Member]
Accumulated Other Comprehensive Income (Loss) [Line Items]
Exercise price lower range		$ 2.40
Warrants outstanding, outstanding number of options, shares	19,688	19.688
Warrants exercisable, weighted average remaining life in years		5 years
Warrants outstanding, weighted average exercise price	$ 2.40	$ 2.40
Warrants exercisable, exercisable number of options, shares		19,688
Warrants exercisable, weighted average remaining life in years	5 years	5 years
Warrants exercisable, weighted average exercise price		$ 2.40
Warrant Two [Member]
Accumulated Other Comprehensive Income (Loss) [Line Items]
Warrants outstanding, outstanding number of options, shares		258,500
Warrants exercisable, weighted average remaining life in years		2 years 4 months 20 days
Warrants outstanding, weighted average exercise price		$ 4.43
Warrants exercisable, exercisable number of options, shares		150,000
Warrants exercisable, weighted average remaining life in years		6 months
Warrants exercisable, weighted average exercise price		$ 4.17
Warrant Two [Member] | Exercise Price Range Two [Member]
Accumulated Other Comprehensive Income (Loss) [Line Items]
Exercise price lower range		4.17
Exercise price upper range		$ 4.80
Warrant Three [Member]
Accumulated Other Comprehensive Income (Loss) [Line Items]
Warrants exercisable, weighted average remaining life in years		2 years 6 months 25 days
Warrants exercisable, exercisable number of options, shares		169,688

SHAREHOLDERS_ EQUITY (Details N

SHAREHOLDERS’ EQUITY (Details Narrative) - USD ($)				3 Months Ended	5 Months Ended	9 Months Ended		12 Months Ended
	Sep. 23, 2024	Sep. 17, 2024	Sep. 16, 2024	Sep. 30, 2024	Jan. 31, 2021	Sep. 30, 2024	Sep. 30, 2023	Dec. 31, 2023	Dec. 31, 2022	Dec. 31, 2021	Jul. 31, 2023	May 10, 2023
Accumulated Other Comprehensive Income (Loss) [Line Items]
Shares authorized												120,000,000
Common stock, shares issued				100,000,000		100,000,000		100,000,000	100,000,000			100,000,000
Common stock, par value				$ 0.001		$ 0.001		$ 0.001	$ 0.001			$ 0.001
Preferred stock, shares authorized				20,000,000		20,000,000		20,000,000	20,000,000			20,000,000
Preferred stock par value				$ 0.001		$ 0.001		$ 0.001	$ 0.001			$ 0.001
Common stock, shares issued				12,846,785		12,846,785		10,562,640	10,334,357
Common stock, shares outstanding				12,846,785		12,846,785		10,562,640	10,334,357
Issuance of service				$ 7,000		$ 7,000
Settlement of dispute								228,284
Fair value of shares	$ 100,000							$ 913,000
Face amount				$ 142,000		$ 142,000			$ 250,000	$ 350,000
Purchase of warrants										90,000
Warrants exercise price				$ 4.29		$ 4.29
Warrant description										the number of warrant shares equal to 7% of the conversion shares that will be issued to the lenders at the time of the IPO. The warrants will be good for five years from the date of the IPO. However, the underwriters may not sell the shares underlying the warrants for a period of six months following the IPO. The exercise price for the warrants will be equal to 60% of the per share price of the Company’s common stock sold in the IPO.
Preferredstock, shares outstanding				0		0		0	0
Total gross proceeds						$ 5,524,000
Conversion price per share						60%
Annual cash compensation	50,000
Cash compensation	$ 10,000
Unamortized compensation						$ 169,000
Warrants outstanding, outstanding number of options, shares				278,188		278,188
Warrant expiration						1 year 7 days
2023 Equity Incentive Plan [Member]
Accumulated Other Comprehensive Income (Loss) [Line Items]
Issuance of common shares upon the closing of the initial public offering, net of offering costs, shares								0
Common stock reserved for future issuance											1,650,000
Restricted units issued						80,000
Shares available for grant				1,570,000		1,570,000
IPO [Member]
Accumulated Other Comprehensive Income (Loss) [Line Items]
Additional shares issued			232,500
Issuance of common shares upon the closing of the initial public offering, net of offering costs, shares			1,550,000
Share price			$ 4
Total gross proceeds			$ 6,200,000
Underwriting expense			$ 5,524,000
Warrant [Member]
Accumulated Other Comprehensive Income (Loss) [Line Items]
Purchase of warrants		54,250		278,188		278,188		150,000	180,000	120,000
Warrants exercise price		$ 4.80						$ 4.17	$ 4.17
Intrinsic value								$ 0
Share-Based Compensation Arrangement by Share-Based Payment Award, Options, Grants in Period, Gross						128,188			150,000
Warrants exercise price percentage		120%
Warrants outstanding, outstanding number of options, shares								150,000
Warrant expiration								1 year 2 months 1 day
Warrant shares outstanding, intrinsic value				$ 0		$ 0
Common Stock [Member]
Accumulated Other Comprehensive Income (Loss) [Line Items]
Additional shares issued				1,664		1,664
Issuance of service
Face amount		$ 792,000
Preferredstock, shares outstanding				0		0		0
Issuance of common shares upon the closing of the initial public offering, net of offering costs, shares				1,550,000		1,550,000
Warrant One [Member]
Accumulated Other Comprehensive Income (Loss) [Line Items]
Warrants exercise price		$ 2.40		$ 2.40		$ 2.40
Share price		$ 2.46
Warrants outstanding, outstanding number of options, shares		19,688		19.688		19.688
Expected term		2 years 6 months
Volatility		100%
Dividend rate		0%
Risk free interest rate		3.49%
Fair value of Warrant				$ 29,000		$ 29,000
Warrant expiration		5 years				5 years
Convertible Notes Payable [Member]
Accumulated Other Comprehensive Income (Loss) [Line Items]
Face amount									$ 675,000
Sale of common stock shares										60,000
Convertible Notes Payable [Member] | Warrant [Member]
Accumulated Other Comprehensive Income (Loss) [Line Items]
Purchase of warrants									150,000
Warrants exercise price									$ 4.17	$ 4.17
Convertible Notes Payable [Member] | Common Stock [Member]
Accumulated Other Comprehensive Income (Loss) [Line Items]
Purchase of warrants										30,000
Warrants exercise price										$ 8.33
Net proceeds for common stock										$ 250,000
Restricted Stock Units (RSUs) [Member]
Accumulated Other Comprehensive Income (Loss) [Line Items]
Share-Based Compensation Arrangement by Share-Based Payment Award, Options, Grants in Period, Gross	30,000
Verbal Agreement [Member]
Accumulated Other Comprehensive Income (Loss) [Line Items]
Issuance of service					$ 1,000,000
Verbal Agreement [Member] | Restricted Stock Units (RSUs) [Member]
Accumulated Other Comprehensive Income (Loss) [Line Items]
Additional shares issued					2,100,000
Underwrinting Agreement [Member] | IPO [Member]
Accumulated Other Comprehensive Income (Loss) [Line Items]
Warrants exercise price		$ 4.80
Issuance of common shares upon the closing of the initial public offering, net of offering costs, shares		54,250
IPO price percentage		120%
Cedars Sinai Medical Center [Member]
Accumulated Other Comprehensive Income (Loss) [Line Items]
Convertion of accounts payable				$ 750,000
Convert shares				312,500
Fair value accounts payable				$ 1,250,000		$ 1,250,000
Financing cost				$ 500,000
Strategic Advisory Agreement [Member]
Accumulated Other Comprehensive Income (Loss) [Line Items]
Number of shares vested						0
Share-based compensation						$ 4,000
Strategic Advisory Agreement [Member] | Restricted Stock Units (RSUs) [Member]
Accumulated Other Comprehensive Income (Loss) [Line Items]
Issuance of common shares upon the closing of the initial public offering, net of offering costs, shares	50,000
Directors Agreement [Member]
Accumulated Other Comprehensive Income (Loss) [Line Items]
Fair value of shares	$ 74,000
Directors Agreement [Member] | Restricted Stock Units (RSUs) [Member]
Accumulated Other Comprehensive Income (Loss) [Line Items]
Issuance of common shares upon the closing of the initial public offering, net of offering costs, shares	10,000
Director Agreements [Member]
Accumulated Other Comprehensive Income (Loss) [Line Items]
Number of shares vested						0
Share-based compensation						$ 5,000
Director Agreement [Member]
Accumulated Other Comprehensive Income (Loss) [Line Items]
Share-based compensation						$ 1,000

SCHEDULE OF RECONCILIATION OF T

SCHEDULE OF RECONCILIATION OF THE DIFFERENCES BETWEEN THE EFFECTIVE AND STATUTORY INCOME TAX RATES (Details) - USD ($) $ in Thousands	12 Months Ended
	Dec. 31, 2023	Dec. 31, 2022
Income Tax Disclosure [Abstract]
Federal statutory rates	$ (381)	$ (221)
Federal statutory rates, percentage	21%	21%
State income taxes	$ (145)	$ (84)
State income taxes, percentage	8%	8%
Permanent differences		$ 18
Permanent differences, percentage		(0.20%)
Valuation allowance against net deferred tax assets	$ 526	$ 287
Valuation allowance against net deferred tax assets, percentage	(29.00%)	(28.80%)
Effective rate
Effective rate, percentage

SCHEDULE OF SIGNIFICANT COMPONE

SCHEDULE OF SIGNIFICANT COMPONENTS OF THE DEFERRED TAX ASSETS AND LIABILITIES (Details) - USD ($) $ in Thousands	Dec. 31, 2023	Dec. 31, 2022
Deferred income tax assets:
Net operating loss carryforwards	$ 857	$ 604
Amortization of intangibles	37	37
Accrued expenses	687	463
Total deferred income tax assets	1,581	1,104
Less: valuation allowance	(1,581)	(1,104)
Total deferred income tax assets

INCOME TAXES (Details Narrative

INCOME TAXES (Details Narrative) - USD ($)	12 Months Ended
	Dec. 31, 2023	Dec. 31, 2022	Sep. 30, 2024
Income Tax Disclosure [Abstract]
Income tax expense or benefit
Net operating loss valuation allowance	477,000	218,000
Valuation allowance	1,581,000	1,104,000
Uncertain tax positions	$ 0	$ 0	$ 0
Operating loss carryforwards, limitations	The Company has net operating loss (“NOL”) carryforwards of approximately $2,000 and are subject to IRS code section 382 limitations. Approximately $9 of the net operating loss carry-forwards begin to expire in 2031 and approximately $2,000 may be carried forward indefinitely.
Net operating loss carryforwards	$ 2,000

COMMITMENTS AND CONTINGENCIES (

COMMITMENTS AND CONTINGENCIES (Details Narrative) - USD ($) $ / shares in Units, $ in Thousands

1 Months Ended

3 Months Ended

9 Months Ended

12 Months Ended

Nov. 06, 2024

Sep. 23, 2024

Sep. 20, 2024

May 21, 2024

Mar. 07, 2024

May 21, 2021

Aug. 31, 2024

Sep. 30, 2024

Sep. 30, 2023

Sep. 30, 2024

Sep. 30, 2023

Dec. 31, 2023

Dec. 31, 2022

Loss Contingencies [Line Items]

Net sales

LicenseAgreementdescription

Enviro issued Tracon equity ownership in Enviro equal to a number of shares of restricted common stock of Enviro equal to seven percent (7%) on a fully-diluted and converted basis of all common and preferred shares of Enviro (the “Tracon-Enviro Equity”). In connection with the Enviro-Kairos Share Exchange, the parties agreed that Tracon would receive, in exchange for its Enviro common stock, 420,000 restricted shares of Kairos Common Stock (which is equal to 1.41229% of the issued and outstanding shares of Kairos on a fully-diluted and converted basis) as the Tracon-Enviro Equity. Until such time as Tracon has received all of the Cash Consideration (as defined in the Tracon License Agreement), Enviro or its successor in interest, will issue to Tracon, without further consideration, any additional shares of common stock of Enviro, or such successor in interest, necessary so that Tracon maintains ownership of shares of Enviro, or such successor in interest, equal to the Tracon-Enviro Equity on a fully-diluted and converted basis of all stock in Enviro (or its successor). Notwithstanding the foregoing, if Tracon receives the full Cash Consideration within six (6) months of the effective date of the Tracon License Agreement, then Tracon will automatically return to Enviro (or any successor entity, if applicable) a number of restricted shares of the common stock of Enviro (or its successor) such that upon such return of shares Tracon will possess an amount of shares in Enviro (or its successor) equal to two percent (2%) on a fully-diluted and converted basis relative to the other Enviro shareholders who exchanged their shares in the Enviro-Kairos Share Exchange

Enviro issued Tracon equity ownership in Enviro equal to a number of shares of restricted common stock of Enviro equal to seven percent (7%) on a fully-diluted and converted basis of all common and preferred shares of Enviro (the “Tracon-Enviro Equity”). In connection with the Enviro-Kairos Share Exchange, the parties agreed that Tracon would receive, in exchange for its Enviro common stock, 420,000 restricted shares of Kairos Common Stock (which is equal to 1.41229% of the issued and outstanding shares of Kairos on a fully-diluted and converted basis) as the Tracon-Enviro Equity. Until such time as Tracon has received all of the Cash Consideration (as defined in the Tracon License Agreement), Enviro or its successor in interest, will issue to Tracon, without further consideration, any additional shares of common stock of Enviro, or such successor in interest, necessary so that Tracon maintains ownership of shares of Enviro, or such successor in interest, equal to the Tracon-Enviro Equity on a fully-diluted and converted basis of all stock in Enviro (or its successor). Notwithstanding the foregoing, if Tracon receives the full Cash Consideration within six (6) months of the effective date of the Tracon License Agreement, then Tracon will automatically return to Enviro (or any successor entity, if applicable) a number of restricted shares of the common stock of Enviro (or its successor) such that upon such return of shares Tracon will possess an amount of shares in Enviro (or its successor) equal to two percent (2%) on a fully-diluted and converted basis relative to the other Enviro shareholders who exchanged their shares in the Enviro-Kairos Share Exchange.

(1) obtain an IND for a patent product within 1 year of the effective date of the agreement, (2) commence a Phase II trial within 2 years of the effective date of the agreement, and (3) submit an NDA or BLA to the FDA or equivalent regulatory agency in another jurisdiction within 7 years of the effective date of the agreement. Pursuant to the Enviro-Cedars License Agreement (Mitochondrial DNA), Enviro is obligated to (1) complete preclinical studies of a patent product within 2 years of the effective date of the agreement, (2) complete toxicology studies within 2.5 years of the effective date of the agreement, (3) obtain IND within 3 years of the effective date of the agreement, (4) begin a Phase I trial within 4 years of the effective date of the agreement, and (5) submit an NDA or BLA to the FDA or equivalent regulatory agency in another jurisdiction within 7 years of the effective date of the agreement. If the Commercialization Milestones are not met or extended, Cedars may convert the exclusive licenses into non-exclusive licenses or to a co-exclusive licenses or terminate the licenses

(1) obtain an IND for a patent product within 1 year of the effective date of the agreement, (2) commence a Phase II trial within 2 years of the effective date of the agreement, and (3) submit an NDA or BLA to the FDA or equivalent regulatory agency in another jurisdiction within 7 years of the effective date of the agreement. Pursuant to the Enviro-Cedars License Agreement (Mitochondrial DNA), Enviro is obligated to (1) complete preclinical studies of a patent product within 2 years of the effective date of the agreement, (2) complete toxicology studies within 2.5 years of the effective date of the agreement, (3) obtain IND within 3 years of the effective date of the agreement, (4) begin a Phase I trial within 4 years of the effective date of the agreement, and (5) submit an NDA or BLA to the FDA or equivalent regulatory agency in another jurisdiction within years of the effective date of the agreement. If the Commercialization Milestones are not met or extended, Cedars may convert the exclusive licenses into non-exclusive licenses or to a co-exclusive licenses or terminate the licenses.

Shares issued value

4,652

$ 4,652

Chief Financial Officer [Member]

Loss Contingencies [Line Items]

Debt instrument periodic payment

50

$ 50

Sale of equity financing debt

850

850

Accounts payable and accrued expense

$ 50

50

0

$ 0

Phase One Clinical Trial [Member]

Loss Contingencies [Line Items]

Payment for milestone

150

150

Item One And Two [Member]

Loss Contingencies [Line Items]

Payment for milestone

250

250

Net sales

5,000

5,000

Item One And Two [Member] | Phase Two [Member]

Loss Contingencies [Line Items]

Payment for milestone

250

250

Item One And Two [Member] | Phase One [Member]

Loss Contingencies [Line Items]

Payment for milestone

1,500

1,500

Item Three [Member] | Phase Two Clinical Trial [Member]

Loss Contingencies [Line Items]

Payment for milestone

500,000

500,000

Item Four [Member]

Loss Contingencies [Line Items]

Payment for milestone

2,500

2,500

Net sales

$ 50,000

$ 50,000

Patent product sales

50%

0.50%

Item Four [Member] | Phase Two Clinical Trial [Member]

Loss Contingencies [Line Items]

Payment for milestone

$ 250

$ 250

Item Four [Member] | Phase One [Member]

Loss Contingencies [Line Items]

Payment for milestone

1,500

1,500

License Agreement [Member]

Loss Contingencies [Line Items]

License fee

5

5

Annual maintenance fee

$ 10

$ 10

License Agreement [Member] | Tracon Pharmaceutical Inc [Member]

Loss Contingencies [Line Items]

Upfront fee

$ 100

Additional payment for financial equity

$ 500

Sale of equity amount

10,000

Sale of equity transaction value

$ 22,000

Exclusive License Agreement [Member]

Loss Contingencies [Line Items]

Royalty percentage

3.75%

3.75%

Exclusive License Agreement [Member] | Item Four [Member]

Loss Contingencies [Line Items]

License fee

$ 50

$ 50

Royalty percentage

4.25%

4.25%

maintenance fee

$ 500

$ 500

Annual maintenance fee

10

10

Exclusive License Agreement [Member] | Minimum [Member]

Loss Contingencies [Line Items]

Patent protection costs

$ 9

$ 9

other non-royalty sublicense fees percentage

5%

5%

Exclusive License Agreement [Member] | Minimum [Member] | Item Four [Member]

Loss Contingencies [Line Items]

other non-royalty sublicense fees percentage

5%

5%

Exclusive License Agreement [Member] | Maximum [Member]

Loss Contingencies [Line Items]

Patent protection costs

$ 61

$ 61

other non-royalty sublicense fees percentage

35%

35%

Exclusive License Agreement [Member] | Maximum [Member] | Item Four [Member]

Loss Contingencies [Line Items]

other non-royalty sublicense fees percentage

35%

35%

Enviro Cedars License Agreements [Member] | Item One And Two [Member] | Phase Three [Member]

Loss Contingencies [Line Items]

Net sales

$ 100,000

$ 100,000

Enviro Cedars License Agreements [Member] | Phase Three Clinical Trial [Member]

Loss Contingencies [Line Items]

Net sales

50,000

$ 50,000

Tracon License Agreement [Member] | Tracon Pharmaceutical Inc [Member]

Loss Contingencies [Line Items]

Royalty percentage

3%

Payment for cash consideration

$ 100

Royalty percentage

3%

Master Service And Technology Agreement [Member]

Loss Contingencies [Line Items]

Payments for vendor advance

$ 900

Bioassay Services Agreement [Member] | Pre Check Health Services Inc [Member]

Loss Contingencies [Line Items]

Payments for vendor advance

$ 900

900

Advisory And Consulting Services Agreement [Member] | CEOCA Technologies Ltd [Member]

Loss Contingencies [Line Items]

Service fee

$ 250

Strategic Advisory Agreement [Member] | Belair Capital Advisors Inc [Member]

Loss Contingencies [Line Items]

Service fee

$ 365

Shares issued

50,000

Strategic Advisory Agreement [Member] | Restricted Stock Units (RSUs) [Member]

Loss Contingencies [Line Items]

Issuance of common shares upon the closing of the initial public offering, net of offering costs, shares

50,000

Shares issued value

$ 100

Fair value of Restricted stock units

$ 4

Conversion Agreement [Member]

Loss Contingencies [Line Items]

Shares issued

312,500

Conversion rate

$ 2.40

Conversion percentage

60%

Conversion Agreement [Member] | Minimum [Member]

Loss Contingencies [Line Items]

Debt conversion converted

$ 750

Conversion Agreement [Member] | Maximum [Member]

Loss Contingencies [Line Items]

Debt conversion converted

$ 948

SUBSEQUENT EVENTS (Details Narr

SUBSEQUENT EVENTS (Details Narrative) - USD ($)

1 Months Ended

3 Months Ended

9 Months Ended

Nov. 13, 2024

Nov. 12, 2024

Oct. 17, 2024

Oct. 01, 2024

Jan. 01, 2024

Oct. 31, 2024

Aug. 31, 2024

Sep. 30, 2024

Sep. 30, 2024

Oct. 04, 2024

Sep. 17, 2024

Dec. 31, 2022

Dec. 31, 2021

Jul. 31, 2020

Subsequent Event [Line Items]

Conversion price per share

60%

Interest rate

1%

Principal amount

$ 142,000

$ 142,000

$ 250,000

$ 350,000

Accrued interest

3,000

Issunace of shares

$ 4,652,000

$ 4,652,000

Advance payment

$ 900,000

Common Stock [Member]

Subsequent Event [Line Items]

Principal amount

$ 792,000

Issuance of common shares upon the closing of the initial public offering, net of offering costs, shares

1,550,000

1,550,000

Issunace of shares

$ 2,000

$ 2,000

Officer [Member]

Subsequent Event [Line Items]

Issuance of common shares upon the closing of the initial public offering, net of offering costs, shares

666

Officer [Member] | Common Stock [Member]

Subsequent Event [Line Items]

Issuance of common shares upon the closing of the initial public offering, net of offering costs, shares

36,269

Issunace of shares

$ 48,000

Three Officers [Member]

Subsequent Event [Line Items]

Notes payable

$ 142,000

$ 142,000

Interest rate

7.50%

7.50%

Accrued interest

$ 3,000

Chief Financial Officer [Member] | Common Stock [Member]

Subsequent Event [Line Items]

Number of shares auhorized to CFO

32,071

Subsequent Event [Member]

Subsequent Event [Line Items]

Accounts payable

$ 200,000

Issunace of shares

$ 900,000

Settlement agreement amount

$ 200,000

Settlement amount

$ 773,000

Settlement amount

$ 150,000

Purchase of common stock

$ 30,000

Conversion rate

60%

Subsequent Event [Member] | Three Officers [Member]

Subsequent Event [Line Items]

Notes payable

$ 72,000

Interest rate

7.50%

Cedars Sinai Medical Center [Member]

Subsequent Event [Line Items]

Convertion of accounts payable

$ 750,000

Convert shares

312,500

Cedars Sinai Medical Center [Member] | Subsequent Event [Member]

Subsequent Event [Line Items]

Convertion of accounts payable

$ 750,000

Accounts payable

$ 942,000

Convert shares

312,500

Conversion price per share

60%

Two Officers and Shareholders [Member] | Subsequent Event [Member]

Subsequent Event [Line Items]

Convertion of accounts payable

$ 4,000

Convert shares

1,664

Conversion price per share

60%

Consulting Agreement [Member]

Subsequent Event [Line Items]

Issunace of shares

$ 500,000

Consulting Agreement [Member] | Current Capital LLC [Member]

Subsequent Event [Line Items]

Issunace of shares

$ 200,000

SCHEDULE OF RESTRICTED COMMON S

SCHEDULE OF RESTRICTED COMMON STOCK ACTIVITY (Details)	9 Months Ended
	Sep. 30, 2024 $ / shares shares
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items]
Number of warrants Non vested Ending	80,000
Restricted Stock Units (RSUs) [Member]
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items]
Number of warrants Non vested Beginning
Fair value of outstanding beginning
Weighted Average Grant Date Fair Value Beginning | $ / shares
Number of Restricted shares Granted	80,000
Fair value of Granted	174
Weighted Average Grant Date Fair Value Granted | $ / shares	$ 2.18
Number of Restricted shares Vested
Fair value of vested	(5)
Weighted Average Grant Date Fair Value Vested | $ / shares	$ (1.90)
Number of Restricted shares Forfeited
Fair value of forfeited
Weighted Average Grant Date Fair Value Forfeited | $ / shares
Fair value of outstanding ending	169
Weighted Average Grant Date Fair Value Ending | $ / shares	$ 2.18

NOTES AND ACCOUNTS PAYABLE - _2

NOTES AND ACCOUNTS PAYABLE - OFFICERS (Details Narrative) - USD ($)	1 Months Ended	3 Months Ended	9 Months Ended	12 Months Ended
	Nov. 12, 2024	Sep. 30, 2024	Sep. 30, 2024	Dec. 31, 2022	Jan. 01, 2024	Dec. 31, 2021	Dec. 31, 2020	Jul. 31, 2020
Interest rate								1%
Accrued interest			$ 3,000
Notes payable				$ 0		$ 30,000	$ 50,000
Shares conversion, value		$ 884,000	884,000	$ 648,000
Three Officers [Member]
Notes payable		$ 142,000	$ 142,000
Interest rate		7.50%	7.50%
Maturity date			one year
Accrued interest			$ 3,000
Notes payable		$ 142,000	142,000
Accrued and unpaid interest			3,000
Three Officers [Member] | Subsequent Event [Member]
Notes payable					$ 72,000
Interest rate					7.50%
Officer [Member] | Subsequent Event [Member]
Issuance of common shares upon the closing of the initial public offering, net of offering costs, shares	36,269
Chief Financial Officer [Member]
Shares conversion, value		$ 172,000
Shares conversion, shares		51,610
Conversion price, description		The conversion price of the shares was equal to 83% of the IPO price.
Debt fair value		$ 206,000	206,000
Financing cost		34,000	34,000
Other liabilities		$ 0	$ 0