Abeona Therapeutics (ABEO) 10-Q 15 May 24 2024 Q1 Quarterly report Financial data

Cover

Cover - shares	3 Months Ended
	Mar. 31, 2024	May 10, 2024
Cover [Abstract]
Document Type	10-Q
Amendment Flag	false
Document Quarterly Report	true
Document Transition Report	false
Document Period End Date	Mar. 31, 2024
Document Fiscal Period Focus	Q1
Document Fiscal Year Focus	2024
Current Fiscal Year End Date	--12-31
Entity File Number	001-15771
Entity Registrant Name	ABEONA THERAPEUTICS INC.
Entity Central Index Key	0000318306
Entity Tax Identification Number	83-0221517
Entity Incorporation, State or Country Code	DE
Entity Address, Address Line One	6555 Carnegie Avenue
Entity Address, Address Line Two	4thFloor
Entity Address, City or Town	Cleveland
Entity Address, State or Province	OH
Entity Address, Postal Zip Code	44103
City Area Code	(646)
Local Phone Number	813-4701
Title of 12(b) Security	Common Stock, $0.01 par value
Trading Symbol	ABEO
Security Exchange Name	NASDAQ
Entity Current Reporting Status	Yes
Entity Interactive Data Current	Yes
Entity Filer Category	Non-accelerated Filer
Entity Small Business	true
Entity Emerging Growth Company	false
Entity Shell Company	false
Entity Common Stock, Shares Outstanding		41,186,004

Condensed Consolidated Balance

Condensed Consolidated Balance Sheets - USD ($) $ in Thousands	Mar. 31, 2024	Dec. 31, 2023
Current assets:
Cash and cash equivalents	$ 17,558	$ 14,473
Short-term investments	44,786	37,753
Restricted cash	338	338
Other receivables	2,232	2,444
Prepaid expenses and other current assets	1,811	729
Total current assets	66,725	55,737
Property and equipment, net	3,767	3,533
Operating lease right-of-use assets	4,222	4,455
Other assets	114	277
Total assets	74,828	64,002
Current liabilities:
Accounts payable	3,362	1,858
Accrued expenses	2,791	5,985
Current portion of operating lease liability	1,044	998
Current portion of payable to licensor	4,691	4,580
Other current liabilities	1	1
Total current liabilities	11,889	13,422
Long-term operating lease liabilities	4,046	4,402
Long-term debt	18,079
Derivative liabilities	1,005
Warrant liabilities	48,690	31,352
Total liabilities	83,709	49,176
Commitments and contingencies
Stockholders’ (deficit) equity:
Preferred stock - $0.01 par value; authorized 2,000,000 shares; No shares issued and outstanding as of March 31, 2024 and December 31, 2023, respectively
Common stock - $0.01 par value; authorized 200,000,000 shares; 27,550,593 and 26,523,878 shares issued and outstanding as of March 31, 2024 and December 31, 2023, respectively	276	265
Additional paid-in capital	772,129	764,151
Accumulated deficit	(781,102)	(749,524)
Accumulated other comprehensive loss	(184)	(66)
Total stockholders’ (deficit) equity	(8,881)	14,826
Total liabilities and stockholders’ equity	$ 74,828	$ 64,002

Condensed Consolidated Balanc_2

Condensed Consolidated Balance Sheets (Parenthetical) - $ / shares	Mar. 31, 2024	Dec. 31, 2023
Statement of Financial Position [Abstract]
Preferred stock, par value	$ 0.01	$ 0.01
Preferred stock, shares authorized	2,000,000	2,000,000
Preferred stock, shares issued	0	0
Preferred stock, shares outstanding	0	0
Common stock, par value	$ 0.01	$ 0.01
Common stock, shares authorized	200,000,000	200,000,000
Common stock, shares issued	27,550,593	26,523,878
Common stock, shares outstanding	27,550,593	26,523,878

Condensed Consolidated Statemen

Condensed Consolidated Statements of Operations and Comprehensive Loss (Unaudited) - USD ($) $ in Thousands	3 Months Ended
	Mar. 31, 2024	Mar. 31, 2023
Revenues:
License and other revenues
Expenses:
Research and development	7,207	8,041
General and administrative	7,123	3,997
Total expenses	14,330	12,038
Loss from operations	(14,330)	(12,038)
Interest income	843	364
Interest expense	(952)	(101)
Change in fair value of warrant and derivative liabilities	(17,301)	2,265
Other income	162	403
Net loss	$ (31,578)	$ (9,107)
Loss per common share - basic	$ (1.16)	$ (0.54)
Loss per common share - diluted	$ (1.16)	$ (0.54)
Weighted average number of common shares outstanding - basic	27,315,537	16,904,024
Weighted average number of common shares outstanding - diluted	27,315,537	16,904,024
Other comprehensive income (loss):
Change in unrealized (losses) gains related to available-for-sale debt securities	$ (118)	$ 64
Comprehensive loss	$ (31,696)	$ (9,043)

Condensed Consolidated Statem_2

Condensed Consolidated Statements of Stockholders' Equity (Deficit) (Unaudited) - USD ($) $ in Thousands	Common Stock [Member]	Additional Paid-in Capital [Member]	Retained Earnings [Member]	AOCI Attributable to Parent [Member]	Total
Balance at Dec. 31, 2022	$ 177	$ 722,049	$ (695,336)	$ (129)	$ 26,761
Balance, shares at Dec. 31, 2022	17,719,720
Stock-based compensation expense		770			770
Issuance of common stock in connection with restricted share awards, net of cancellations and shares settled for tax withholding settlement	$ 1	(5)			(4)
Issuance of common stock in connection with restricted share awards, net of cancellations and shares settled for tax withholding settlement, shares	111,064
Issuance of common stock, net of offering costs under open market sale agreement (ATM)	$ 1	255			256
Issuance of common stock, net of offering costs under open market sale agreement (ATM), shares	98,560
Net loss			(9,107)		(9,107)
Other comprehensive income				64	64
Balance at Mar. 31, 2023	$ 179	723,069	(704,443)	(65)	18,740
Balance, shares at Mar. 31, 2023	17,929,344
Balance at Dec. 31, 2023	$ 265	764,151	(749,524)	(66)	14,826
Balance, shares at Dec. 31, 2023	26,523,878
Stock-based compensation expense		1,546			1,546
Issuance of common stock in connection with restricted share awards, net of cancellations and shares settled for tax withholding settlement	$ 2	(16)			(14)
Issuance of common stock in connection with restricted share awards, net of cancellations and shares settled for tax withholding settlement, shares	137,500
Issuance of common stock, net of offering costs under open market sale agreement (ATM)	$ 9	6,448			6,457
Issuance of common stock, net of offering costs under open market sale agreement (ATM), shares	889,315
Net loss			(31,578)		(31,578)
Other comprehensive income				(118)	(118)
Balance at Mar. 31, 2024	$ 276	$ 772,129	$ (781,102)	$ (184)	$ (8,881)
Balance, shares at Mar. 31, 2024	27,550,693

Condensed Consolidated Statem_3

Condensed Consolidated Statements of Cash Flows (Unaudited) - USD ($) $ in Thousands	3 Months Ended
	Mar. 31, 2024	Mar. 31, 2023
Cash flows from operating activities:
Net loss	$ (31,578)	$ (9,107)
Adjustments to reconcile net loss to cash used in operating activities:
Depreciation and amortization	491	661
Stock-based compensation expense	1,546	770
Change in fair value of warrant and derivative liabilities	17,301	(2,265)
Accretion and interest on short-term investments	(59)	(117)
Amortization of right-of-use lease assets	233	227
Non-cash interest	345	100
Change in operating assets and liabilities:
Other receivables	252	(75)
Prepaid expenses and other current assets	(1,232)	(1,199)
Other assets	163	(56)
Accounts payable and accrued expenses	(1,690)	(376)
Lease liabilities	(310)	(308)
Other current liabilities		1
Net cash used in operating activities	(14,538)	(11,744)
Cash flows from investing activities:
Capital expenditures	(725)	(218)
Purchases of short-term investments	(29,343)	(7,964)
Proceeds from maturities of short-term investments	22,251	10,393
Net cash (used in) provided by investing activities	(7,817)	2,211
Cash flows from financing activities:
Proceeds from ATM sales of common stock, net of issuance costs	6,417
Payment from net settlement of restricted share awards	(14)	(4)
Proceeds from issuance of long-term debt	20,000
Payment of debt issuance costs	(963)
Net cash provided by (used in) financing activities	25,440	(4)
Net increase (decrease) in cash, cash equivalents and restricted cash	3,085	(9,537)
Cash, cash equivalents and restricted cash at beginning of period	14,811	14,555
Cash, cash equivalents and restricted cash at end of period	17,896	5,018
Supplemental cash flow information:
Cash and cash equivalents	17,558	4,680
Restricted cash	338	338
Total cash, cash equivalents and restricted cash	17,896	5,018
Supplemental non-cash flow information:
Derivative and warrant additions associated with loan and security agreement	1,042
Cash paid for interest	607
Cash paid for taxes	$ 8	$ 6

NATURE OF OPERATIONS AND SIGNIF

NATURE OF OPERATIONS AND SIGNIFICANT ACCOUNTING POLICIES	3 Months Ended
	Mar. 31, 2024
Organization, Consolidation and Presentation of Financial Statements [Abstract]
NATURE OF OPERATIONS AND SIGNIFICANT ACCOUNTING POLICIES	NOTE 1 – NATURE OF OPERATIONS AND SIGNIFICANT ACCOUNTING POLICIES Background Abeona Therapeutics Inc. (together with the Company’s subsidiaries, “Abeona” or the “Company”), a Delaware corporation, is a clinical-stage biopharmaceutical company developing cell and gene therapies for life-threatening diseases. The Company’s lead clinical program is for pz-cel, an autologous, engineered cell therapy currently in development for recessive dystrophic epidermolysis bullosa (“RDEB”). The Company’s development portfolio also features adeno-associated virus (“AAV”)-based gene therapies designed to treat highly unmet, medically needed ophthalmic diseases using the novel AIM™ capsids that the Company has exclusively licensed from the University of North Carolina at Chapel Hill, and internal AAV vector research programs. Basis of Presentation The Company’s unaudited interim condensed consolidated financial statements have been prepared in conformity with accounting principles generally accepted in the United States of America (“U.S. GAAP”). All intercompany balances and transactions have been eliminated in consolidation. In the opinion of management, all adjustments, consisting only of normal recurring adjustments, except as otherwise disclosed, necessary for the fair presentation of the financial position, results of operations, and changes in financial position for such periods, have been made. These unaudited interim condensed consolidated financial statement results are not necessarily indicative of results to be expected for the full fiscal year or any future period. Certain information that is normally required by U.S. GAAP has been condensed or omitted in accordance with rules and regulations of the U.S. Securities and Exchange Commission (“SEC”). The December 31, 2023 condensed consolidated balance sheet was derived from the audited statements, but does not include all disclosures required by U.S. GAAP. Therefore, these unaudited interim condensed consolidated financial statements should be read in conjunction with the audited consolidated financial statements and notes thereto included in our Annual Report on Form 10-K for the year ended December 31, 2023, which was filed with the SEC on March 18, 2024. Liquidity In accordance with Accounting Standards Codification (“ASC”) 205-40, Going Concern, the Company has evaluated whether there are conditions and events, considered in the aggregate, that raise substantial doubt about the Company’s ability to continue as a going concern within one year after the date the accompanying unaudited interim condensed consolidated financial statements were issued. As a biopharmaceutical organization, the Company has devoted substantially all of its resources since inception to research and development activities for pz-cel and other product candidates, business planning, raising capital, establishing its intellectual property portfolio, acquiring or discovering product candidates, and providing general and administrative support for these operations. As a result, the Company has incurred significant operating losses and negative cash flows from operations since its inception and anticipates such losses and negative cash flows will continue for the foreseeable future. Since its inception, the Company has funded its operations primarily with proceeds from sales of shares of its stock. The Company has incurred recurring losses since its inception, including net losses of $ 31.6 9.1 781.1 62.7 75.0 While the Company believes its capital resources are sufficient to fund the Company’s on-going operations for the next 12 months from the issuance date of these unaudited condensed consolidated financial statements, the Company’s liquidity could be materially affected over this period by: (1) its ability to raise additional capital through equity offerings, debt financings, or other non-dilutive third-party funding; (2) costs associated with new or existing strategic alliances, or licensing and collaboration arrangements; (3) negative regulatory events or unanticipated costs related to pz-cel; (4) any other unanticipated material negative events or costs. One or more of these events or costs could materially affect the Company’s liquidity. If the Company is unable to meet its obligations when they become due, the Company may have to delay expenditures, reduce the scope of its research and development programs, or make significant changes to its operating plan. The accompanying unaudited interim condensed consolidated financial statements do not include any adjustments that might result from the outcome of this uncertainty. Use of Estimates The preparation of unaudited interim condensed consolidated financial statements in conformity with U.S. GAAP requires management to make estimates and assumptions that affect the reported amount of assets and disclosure of contingent assets and liabilities at the date of the unaudited interim condensed consolidated financial statements and the reported amounts of revenue and expenses during the reported period. Actual results could differ from these estimates and assumptions. Other receivables Other receivables include employee retention credits (“ERC”), sublease rent receivables and other miscellaneous receivables. As of March 31, 2024 and December 31, 2023, the Company had ERC receivables of $ 2.1 Summary of Significant Accounting Policies There have been no new or material changes to the significant accounting policies discussed in the Company’s Annual Report on Form 10-K for the year ended December 31, 2023 that are of significance, or potential significance, to the Company. Credit Losses The Company reviews its available-for-sale investments for credit losses on a collective basis by major security type and in line with the Company’s investment policy. As of March 31, 2024, the Company’s available-for-sale investments were in securities that are issued by the U.S. treasury and U.S. federal agencies, are highly rated, and have a history of zero credit losses. The Company reviews the credit quality of its accounts receivables by monitoring the aging of its accounts receivable, the history of write offs for uncollectible accounts, and the credit quality of its significant customers, the current economic environment/macroeconomic trends, supportable forecasts, and other relevant factors. The Company’s accounts receivable are with customers that do not have a history of uncollectibility nor a history of significantly aged accounts receivables. As of March 31, 2024, the Company did not recognize a credit loss allowance for its investments or accounts receivable. Net Loss Per Share Basic and diluted net loss per share is computed by dividing net loss attributable to common shareholders by the weighted-average number of shares of common stock outstanding during the period. The weighted average number of shares of common stock includes the weighted average effect of outstanding pre-funded warrants for the purchase of shares of common stock for which the remaining unfunded exercise price is $ 0.0001 The following table sets forth the potential securities that could potentially dilute basic loss per share in the future that were not included in the computation of diluted net loss per share because to do so would have been anti-dilutive for the periods presented: SCHEDULE OF ANTI-DILUTIVE SECURITIES EXCLUDED FROM COMPUTATION OF EARNINGS PER SHARE 2024 2023 For the three months ended March 31, 2024 2023 Shares of common stock issuable upon exercise of stock options 179,001 234,697 Shares of common stock underlying restricted stock 2,542,619 929,946 Shares of common stock issuable upon exercise of warrants 9,903,142 9,397,879 Total 12,624,762 10,562,522 In January 2024 as part of the Loan and Security Agreement, see Note 8, the Company issued warrants to purchase $ 2,400,000 4.75 4.75 505,263 nil 4.07 Recently Adopted Accounting Pronouncements The Company did not adopt any new accounting pronouncements during the three months ended March 31, 2024. Recently Issued Accounting Pronouncements In December 2023, the FASB issued ASU No. 2023-09, Income Taxes (Topic 740): Improvements to Income Tax Disclosures In November 2023, the FASB issued ASU 2023-07, Segment Reporting (Topic 280): Improvements to Reportable Segment Disclosures,

SHORT-TERM INVESTMENTS

SHORT-TERM INVESTMENTS	3 Months Ended
	Mar. 31, 2024
Investments, Debt and Equity Securities [Abstract]
SHORT-TERM INVESTMENTS	NOTE 2 – SHORT-TERM INVESTMENTS The following table provides a summary of the short-term investments (in thousands): SCHEDULE OF AVAILABLE FOR SALE SHORT-TERM INVESTMENTS March 31, 2024 Amortized Cost Gross Unrealized Gain Gross Unrealized Loss Fair Value Available-for-sale, short-term investments: U.S. treasury securities $ 36,999 — (167 ) $ 36,832 U.S. federal agency securities 7,970 — (16 ) 7,954 Total available-for-sale, short-term investments $ 44,969 — (183 ) $ 44,786 December 31, 2023 Amortized Cost Gross Unrealized Gain Gross Unrealized Loss Fair Value Available-for-sale, short-term investments: U.S. treasury securities $ 8,406 — (13 ) $ 8,393 U.S. federal agency securities 29,413 — (53 ) 29,360 Total available-for-sale, short-term investments $ 37,819 — (66 ) $ 37,753 As of March 31, 2024, the available-for-sale securities classified as short-term investments mature in one year or less. The Company carries its available-for-sale securities at fair value in the condensed consolidated balance sheets. Unrealized losses on available-for-sale securities as of March 31, 2024, were not significant and were primarily due to changes in interest rates, including market credit spreads, and not due to increased credit risks associated with specific securities. None of the short-term investments have been in a continuous unrealized loss position for more than 12 months. Accordingly, no other-than-temporary impairment was recorded for the three months ended March 31, 2024. There were no

PROPERTY AND EQUIPMENT, NET

PROPERTY AND EQUIPMENT, NET	3 Months Ended
	Mar. 31, 2024
Property, Plant and Equipment [Abstract]
PROPERTY AND EQUIPMENT, NET	NOTE 3 – PROPERTY AND EQUIPMENT, NET Property and equipment are stated at cost and depreciated or amortized using the straight-line method based on useful lives as follows (in thousands): SCHEDULE OF PROPERTY AND EQUIPMENT Useful lives (years) March 31, 2024 December 31, 2023 Laboratory equipment 5 $ 7,498 $ 6,935 Furniture, software and office equipment 3 5 1,045 986 Leasehold improvements Shorter of remaining lease term or useful life 8,706 8,603 Subtotal 17,249 16,524 Less: accumulated depreciation (13,482 ) (12,991 ) Total property and equipment, net $ 3,767 $ 3,533 Depreciation and amortization on property and equipment was $ 0.5 0.7

FAIR VALUE MEASUREMENTS

FAIR VALUE MEASUREMENTS	3 Months Ended
	Mar. 31, 2024
Fair Value Disclosures [Abstract]
FAIR VALUE MEASUREMENTS	NOTE 4 – FAIR VALUE MEASUREMENTS The Company calculates the fair value of the Company’s assets and liabilities that qualify as financial instruments and includes additional information in the notes to the consolidated financial statements when the fair value is different than the carrying value of these financial instruments. The estimated fair value of other receivables, prepaid expenses and other current assets, other assets, accounts payable, accrued expenses, and payables to licensor approximate their carrying amounts due to the relatively short maturity of these instruments. U.S. GAAP defines fair value as the exchange price that would be received for 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 at the measurement date. This guidance establishes a three-level fair value hierarchy that prioritizes the inputs used to measure fair value. The hierarchy requires entities to maximize the use of observable inputs and minimize the use of unobservable inputs. The three levels of inputs used to measure fair value are as follows: ● Level 1 - Quoted prices in active markets for identical assets or liabilities. ● Level 2 - Observable inputs other than quoted prices included in Level 1, such as quoted prices for similar assets and liabilities in active markets; quoted prices for identical or similar assets and liabilities in markets that are not active; or other inputs that are observable or can be corroborated by observable market data. ● Level 3 - Unobservable inputs that are supported by little or no market activity and that are significant to the fair value of the assets and liabilities. This includes certain pricing models, discounted cash flow methodologies and similar valuation techniques that use significant unobservable inputs. The Company has segregated all financial assets and liabilities that are measured at fair value on a recurring basis (at least annually) into the most appropriate level within the fair value hierarchy based on the inputs used to determine the fair value at the measurement date in the table below. The following table provides a summary of financial assets measured at fair value on a recurring and non-recurring basis as of March 31, 2024 and December 31, 2023 (in thousands): SCHEDULE OF FAIR VALUE, ASSETS AND LIABILITIES MEASURED ON RECURRING AND NON-RECURRING BASIS Description Fair Value at March 31, 2024 Level 1 Level 2 Level 3 Recurring Assets Cash equivalents Money market fund $ 17,558 $ 17,558 $ — $ — Short-term investments U.S. treasury securities 36,832 36,832 — — U.S. federal agency securities 7,954 — 7,954 — Total assets measured at fair value $ 62,344 $ 54,390 $ 7,954 $ — Liabilities Payable to licensor $ 4,691 $ — $ — $ 4,691 Derivative liabilities 1,005 — — 1,005 Warrant liabilities 48,690 — — 48,690 Total liabilities measured at fair value $ 54,386 $ — $ — $ 54,386 Description Fair Value at December 31, 2023 Level 1 Level 2 Level 3 Recurring Assets Cash equivalents Money market fund $ 1,034 $ 1,034 $ — $ — Short-term investments U.S. treasury securities 8,393 8,393 — — U.S. federal agency securities 29,360 — 29,360 — Total assets measured at fair value $ 38,787 $ 9,427 $ 29,360 $ — Liabilities Payable to licensor $ 4,580 $ — $ — $ 4,580 Warrant liabilities 31,352 — — 31,352 Total liabilities measured at fair value $ 35,932 $ — $ — $ 35,932 Warrant Liabilities As of March 31, 2024 and December 31, 2023, the Company had the following outstanding warrant liabilities: SCHEDULE OF OUTSTANDING WARRANT LIABILITIES March 31, 2024 December 31, 2023 Warrants issued as part of the 2021 Public Offering, expiration date December 2026 9.75 1,788,000 1,788,000 Warrants issued as part of the 2022 Private Placement, expiration date November 2027 4.75 7,609,879 7,609,879 Warrants issued as part of the 2024 loan agreement, expiration date January 2029 4.75 505,263 — Outstanding warrants 505,263 — For the warrants issued as part of the 2024 loan agreement, the Company utilized the exercise price of $ 4.75 505,263 nil The common stock warrants related to the 2021 Public Offering and the 2022 Private Placement are not indexed to the Company’s own stock and therefore have been classified as liabilities at their estimated fair value. The common stock warrants related to the Loan Agreement were determined to be liability classified under ASC 815 as the common stock warrants do not include an explicit share limit and the number of shares issuable under the warrant agreements are variable based on the exercise price. Changes in the estimated fair value of the warrant liabilities is recorded as changes in fair value of warrant liabilities in the consolidated statement of operations and comprehensive loss. The following table provides a summary of the activity on the warrant liabilities (in thousands): SCHEDULE OF ACTIVITY OF WARRANT LIABILITIES Warrant liabilities as of December 31, 2023 $ 31,352 Fair value of warrants issued in connection with Loan Agreement 220 Loss recognized in earnings from change in fair value 17,118 Warrant liabilities as of March 31, 2024 $ 48,690 The warrant liabilities are valued using significant inputs not observable in the market. Accordingly, the warrant liability is measured at fair value on a recurring basis using unobservable inputs and are classified as Level 3 inputs within the fair value hierarchy. Fair value measurements categorized within Level 3 are sensitive to changes in the assumptions or methodology used to determine fair value and such changes could result in a significant increase or decrease in the fair value. The Company’s valuation of the common stock warrants utilized the Black-Scholes option-pricing model, which incorporated assumptions and estimates to value the common stock warrants. The Company assessed these assumptions and estimates at the end of each reporting period. SCHEDULE OF ESTIMATE FAIR VALUE OF WARRANTS March 31, 2024 December 31, 2023 Common share price $ 7.25 $ 5.01 Expected term (years) 2.71 4.77 2.96 3.84 Risk-free interest rate (%) 4.12 4.34 3.84 3.92 Volatility (%) 100.00 103.15 100% Expected dividend yield (%) 0% 0% Derivative Liabilities The Conversion Right embedded within the Loan Agreement (see Note 8 below) required bifurcation as certain adjustments to the conversion price were not indexed to the Company’s own stock and therefore the Conversion Right was recorded as a derivative liability. The derivative liability is remeasured at each reporting period with the change in fair value recorded to changes in fair value of warrants and derivative liabilities in the condensed consolidated statement of operations until the derivative is exercised, expired, reclassified, or otherwise settled. The following table provides a summary of the activity on the derivative liabilities (in thousands): SCHEDULE OF ACTIVITY OF DERIVATIVE LIABILITIES Derivative liabilities as of December 31, 2023 $ — Fair value of derivatives issued in connection with Loan Agreement 822 Loss recognized in earnings from change in fair value 183 Derivative liabilities as of March 31, 2024 $ 1,005 The derivative liabilities are valued using significant inputs not observable in the market. Accordingly, the derivative liability is measured at fair value on a recurring basis using unobservable inputs and are classified as Level 3 inputs within the fair value hierarchy. Fair value measurements categorized within Level 3 are sensitive to changes in the assumptions or methodology used to determine fair value and such changes could result in a significant increase or decrease in the fair value. The Company’s valuation of the derivatives utilized the Monte Carlo simulation model, which incorporated assumptions and estimates to value the derivatives. The Company assessed these assumptions and estimates at the end of each reporting period. SCHEDULE OF ESTIMATE FAIR VALUE OF DERIVATIVES March 31, 2024 December 31, 2023 Common share price $ 7.25 — Expected term (years) 3.25 — Risk-free interest rate (%) 4.27% — Volatility (%) 89.70% —

SETTLEMENT LIABILITY

SETTLEMENT LIABILITY	3 Months Ended
	Mar. 31, 2024
Commitments and Contingencies Disclosure [Abstract]
SETTLEMENT LIABILITY	NOTE 5 – SETTLEMENT LIABILITY On November 12, 2021, the Company entered into a settlement agreement (“Settlement Agreement”) with the Company’s prior licensor REGENXBIO Inc. (“REGENXBIO”) to resolve all existing disputes between the parties. In accordance with the Settlement Agreement, the Company agreed to pay REGENXBIO a total of $ 30.0 (1) $20.0 million paid in November 2021 after execution of the Settlement Agreement, (2) $5.0 million on the first anniversary of the effective date of the Settlement Agreement (paid in November 2022), and (3) $5.0 million upon the earlier of (i) the third anniversary of the effective date of the Settlement Agreement or (ii) the closing of a Strategic Transaction, as defined in the Settlement Agreement. As of March 31, 2024, the Company recorded the payable due to REGENXBIO in the condensed consolidated balance sheets based on the present value of the remaining payments due to REGENXBIO under the Settlement Agreement using an effective interest rate of 9.6 4.7 4.6

ACCRUED EXPENSES

ACCRUED EXPENSES	3 Months Ended
	Mar. 31, 2024
Payables and Accruals [Abstract]
ACCRUED EXPENSES	NOTE 6 – ACCRUED EXPENSES The following table provides a summary of the components of accrued expenses (in thousands): SCHEDULE OF ACCRUED EXPENSES March 31, 2024 December 31, 2023 Accrued employee compensation $ 1,328 $ 3,688 Accrued contracted services and other 1,463 2,297 Total accrued expenses $ 2,791 $ 5,985

LEASES

LEASES	3 Months Ended
	Mar. 31, 2024
Leases
LEASES	NOTE 7 – LEASES The Company leases space under operating leases for administrative, manufacturing and laboratory facilities in Cleveland, Ohio. The Company also leases office space in New York, New York, that the Company sublets. The Company also leases certain office equipment under operating leases, which have a non-cancelable lease term of less than one year and the Company has elected the practical expedient to exclude these short-term leases from the Company’s right-of-use assets and lease liabilities. The Company has entered into two sublease agreements with unrelated third parties to occupy the Company’s administrative offices in New York, New York. The Company expects to receive $ 1.0 The following table provides a summary of the Company’s operating lease liabilities (in thousands): SUMMARY OF OPERATING LEASE LIABILITIES March 31, 2024 December 31, 2023 Current operating lease liability $ 1,044 $ 998 Non-current operating lease liability 4,046 4,402 Total operating lease liability $ 5,090 $ 5,400 Lease costs and rent are reflected in general and administrative expenses and research and development expenses in the consolidated statements of operations and comprehensive loss, as determined by the underlying activities. The following table provides a summary of the components of lease costs and rent (in thousands): SCHEDULE OF COMPONENTS OF LEASE COST 2024 2023 For the three months ended March 31, 2024 2023 Operating lease cost $ 334 $ 415 Variable lease cost 74 39 Short-term lease cost 23 18 Total operating lease costs $ 431 $ 472 Cash paid for amounts included in the measurement of operating lease liabilities was $ 0.3 Future minimum lease payments and obligations, which do not include short-term leases, related to the Company’s operating lease liabilities as of March 31, 2024 were as follows (in thousands): SCHEDULE OF MATURITIES OF OPERATING LEASE LIABILITIES Future minimum lease payments and obligations Operating Leases 2024, remainder $ 591 2025 1,555 2026 791 2027 807 2028 823 Thereafter 1,693 Total undiscounted operating lease payments 6,260 Less: imputed interest 1,170 Present value of operating lease liabilities $ 5,090 The weighted-average remaining term of the Company’s operating leases was 63 7.3 The Company received $ 0.1 SCHEDULE OF FUTURE CASH RECEIPTS FROM OPERATING SUBLEASE Operating Future cash receipts Subleases 2024, remainder $ 477 2025 485 Total future cash receipts $ 962

DEBT

DEBT	3 Months Ended
	Mar. 31, 2024
Debt Disclosure [Abstract]
DEBT	NOTE 8 – DEBT The following table provides a summary of the Company’s debt, net of debt issuance costs and discounts (in thousands): SCHEDULE OF COMPANY DEBT AND NET OF DEBT ISSUANCE COSTS March 31, 2024 December 31, 2023 Loan Agreement principal $ 20,000 $ — Accreted final payment fee 74 — Unamortized debt issuance costs and discounts (1,995 ) — Total debt $ 18,079 $ — Loan and Security Agreement On January 8, 2024 (the “Closing Date”), the Company entered into a Loan and Security Agreement (the “Agreement”) with Avenue Venture Opportunities Fund, L.P., a Delaware limited partnership, as administrative agent and collateral agent (“Avenue” and the “Agent”) and Avenue Venture Opportunities Fund II, L.P. , a Delaware limited partnership (“Avenue 2” and, together with Avenue, the “Lenders”). Also on January 8, 2024, the Company entered into a Supplement to the Agreement (collectively with the Agreement, the “Loan Agreement”) with the Agent and the Lenders. The Loan Agreement provides for senior secured term loans (the “Loans”) in an aggregate principal amount up to $ 50 20 10 20 The Loan principal is repayable in equal monthly installments beginning on April 8, 2025, with the possibility of deferring principal payments an additional nine to fifteen months contingent upon (i) the Company obtaining FDA approval of pz-cel in recessive dystrophic epidermolysis bullosa, with the issuance of a Priority Review Voucher and (ii) the Company raising $ 90 5.00 13.50 13.50 The Company may, subject to certain parameters, voluntarily prepay the Loans, in whole, at any time. If prepayment occurs on or before the one-year anniversary of the Closing Date, the Company is required to pay a prepayment fee equal to 3.00% of the principal amount of the Loans prepaid; if prepayment occurs after the one-year anniversary of the Closing Date and on or before the two-year anniversary of the Closing Date, the Company is required to pay a fee equal to 2.00% of the principal amount of the Loans; if prepayment occurs after the two-year anniversary of the Closing Date, the Company is required to pay a fee equal to 1.00% of the principal amount of the Loans. A final payment fee of 5.00% of the principal amount of the funded Tranche 1, Tranche 2 Loans and Discretionary Tranche Loans is also due upon the Maturity Date or any earlier date of prepayment. The Company’s obligations under the Loan Agreement are secured by a pledge of substantially all of the Company’s assets. Pursuant to the Loan Agreement, the Company is subject to a financial covenant requiring the Company to maintain at all times $ 5 Pursuant to the Supplement to the Loan and Security Agreement, Avenue also has the right to convert up to $ 3 0.8 In addition, subject to applicable law and specified provisions set forth in the Supplement to the Loan and Security Agreement and solely to the extent permitted under applicable stock exchange rules without requiring stockholder approval, the Lenders may participate in certain equity financing transactions of the Company in an aggregate amount of up to $ 1 The Participation Right automatically terminates upon the earliest of (i) July 1, 2027, (ii) such time that the Lenders have purchased $1 million of the Company’s equity securities in the aggregate pursuant to the Participation Right, and (iii) the repayment in full of all of the obligations under the Loan Agreement. On the Closing Date and pursuant to the funding of Tranche 1 of the Loan Agreement, the Company issued to each of Avenue and Avenue 2 (collectively, the “Warrantholders”) warrants to purchase up to $ 480,000 1,920,000 The future payment obligations of the principal are as follows (in thousands): SCHEDULE OF FUTURE PAYMENT OBLIGATIONS 2024, remainder $ — 2025 6,667 2026 8,889 2027 4,444 Total principal $ 20,000

EQUITY

EQUITY	3 Months Ended
	Mar. 31, 2024
Equity [Abstract]
EQUITY	NOTE 9 – EQUITY Public Offerings On December 21, 2021, the Company closed an underwritten public offering of 1,788,000 9.75 1,788,000 9.75 16.0 1.5 7.0 Derivatives and Hed 9.0 As of March 31, 2024, there were 1,788,000 Open Market Sale Agreement On August 17, 2018, the Company entered into an open market sale agreement (as amended, the “ATM Agreement”) with Jefferies LLC (“Jefferies”) pursuant to which, the Company may sell from time to time, through Jefferies, shares of its common stock for an aggregate sales price of up to $ 150.0 million. Any sales of shares pursuant to this agreement are made under the Company’s effective “shelf” registration statement on Form S-3 that is on file with and has been declared effective by the SEC. The Company sold 889,315 and 98,560 shares of its common stock under the ATM Agreement during the three months ended March 31, 2024 and 2023, respectively, resulting in net proceeds of $ 6.5 million and $ 0.3 million during the three months ended March 31, 2024 and 2023, respectively. 1,013,061 3.5 Private Placement Offerings On November 3, 2022, the Company sold 7,065,946 543,933 7,609,879 4.60 4.59 0.01 4.75 543,933 7,609,879 35.0 32.6 1.5 0.9 12.9 0.1 In the event of certain fundamental transactions involving the Company, the holders of the stock purchase warrants may require the Company to make a payment based on a Black-Scholes valuation, using specific inputs that are not considered indexed to the Company’s stock in accordance with ASC 815. Therefore, the Company is accounting for the stock purchase warrants as liabilities. On November 3, 2022, the stock purchase warrants were recorded at the closing date fair value of $ 22.0 As of March 31, 2024, there were 7,609,879 Direct Placement Offering On July 6, 2023, the Company sold 3,284,407 and in lieu of shares of common stock, pre-funded warrants exercisable for 2,919,140 (the “2023 Pre-Funded Warrants”) 25.0 23.0 4.03 2023 Pre-Funded Warrants 4.0299 which represents the per share offering price for the Company’s common stock less a $0.0001 per share exercise price for each such 2023 Pre-Funded Warrant The 2023 Pre-Funded Warrants are immediately exercisable at a nominal exercise price of $ 0.0001 . Derivatives and Hedging Common Stock Warrants related to the Loan and Security Agreement On January 8, 2024, in connection with entering into the Loan and Security Agreement, the Company issued to each of Avenue and Avenue 2 (collectively, the “Warrantholders”) warrants to purchase up to $ 480,000 1,920,000 January 8, 2029 4.75 4.75 505,263 0.2 In connection with the underwritten common stock financing consummated on May 7, 2024, and pursuant to the term of the January Warrants, the exercise price of the January Warrants was reduced to the lesser of (i) $ 4.07 4.07 589,680 The Warrantholders may exercise the Warrants at any time, or from time to time up to and including the Expiration Date, by making a cash payment equal to the exercise price multiplied by the quantity of shares. The Warrantholders may also exercise the Warrants on a cashless basis by receiving a net number of shares calculated pursuant to the formula set forth in the Warrants. The Warrants are subject to anti-dilution adjustments for stock dividends, stock splits, and reverse stock splits.

STOCK-BASED COMPENSATION

STOCK-BASED COMPENSATION	3 Months Ended
	Mar. 31, 2024
Share-Based Payment Arrangement [Abstract]
STOCK-BASED COMPENSATION	NOTE 10 – STOCK-BASED COMPENSATION The Company previously granted stock options under its 2005 Equity Incentive Plan (the “2005 Incentive Plan”), under which no further grants can be made. In addition, prior to May 17, 2023, the Company had previously granted stock options and stock awards under the Abeona Therapeutics Inc. 2015 Equity Incentive Plan (the “2015 Incentive Plan”). As of May 17, 2023, no further grants can be made under the 2015 Incentive Plan. The Company now grants stock options and stock awards under the Abeona Therapeutics Inc. 2023 Equity Incentive Plan (the “2023 Incentive Plan”) which was approved by stockholders on May 17, 2023. As of March 31, 2024, there were 156,591 721,900 The following table summarizes stock-based compensation expense for the three months ended March 31, 2024 and 2023 (in thousands): SCHEDULE OF STOCK BASED COMPENSATION 2024 2023 For the three months ended March 31, 2024 2023 Research and development $ 346 $ 584 General and administrative 1,220 186 Total stock-based compensation expense $ 1,546 $ 770 Stock Options The Company estimates the fair value of each option award on the date of grant using the Black-Scholes option-pricing model. The Company then recognize the grant date fair value of each option as compensation expense ratably using the straight-line attribution method over the service period (generally the vesting period). The Black-Scholes model incorporates the following assumptions: ● Expected volatility – the Company estimates the volatility of the share price at the date of grant using a “look-back” period which coincides with the expected term, defined below. The Company believes using a “look-back” period which coincides with the expected term is the most appropriate measure for determining expected volatility. ● Expected term – the Company estimates the expected term using the “simplified” method, as outlined in SEC Staff Accounting Bulletin No. 107, “Share-Based Payment.” ● Risk-free interest rate – the Company estimates the risk-free interest rate using the U.S. Treasury yield curve for periods equal to the expected term of the options in effect at the time of grant. ● Dividends – the Company uses an expected dividend yield of zero because the Company has not declared nor paid a cash dividend, nor are there any plans to declare a dividend. The Company did not grant any stock options in the three months ended March 31, 2024 and 2023. The Company accounts for forfeitures as they occur, which may result in the reversal of compensation costs in subsequent periods as the forfeitures arise. The following table summarizes stock option activity during the three months ended March 31, 2024: SCHEDULE OF STOCK OPTION ACTIVITY Number of Options Weighted Average Exercise Price Weighted Average Remaining Contractual Term (years) Aggregate Intrinsic Value (in thousands) Outstanding at December 31, 2023 179,001 $ 38.58 6.83 $ 3 Granted — $ — — $ — Cancelled/forfeited — $ — — $ — Exercised — $ — — $ — Outstanding at March 31, 2024 179,001 $ 38.58 6.58 $ 14 Exercisable 143,907 $ 38.58 6.42 $ 6 Unvested 35,094 $ 38.59 7.24 $ 8 The aggregate intrinsic value of options is calculated as the difference between the exercise price of the underlying options and the fair value of the Company’s common stock for those options that had exercise prices lower than the fair value of the Company’s common stock. As of March 31, 2024, the total compensation cost related to non-vested option awards not yet recognized was approximately $ 1.0 1.1 Restricted Stock The following table summarizes restricted stock award activity during the three months ended March 31, 2024: SCHEDULE OF RESTRICTED STOCK AWARD ACTIVITY Number of Awards Weighted Average Grant Date Fair Value Per Unit Outstanding at December 31, 2023 2,448,169 $ 4.25 Granted 137,500 $ 5.31 Cancelled/forfeited — $ — Vested (43,050 ) $ 7.56 Outstanding at March 31, 2024 2,542,619 $ 4.18 As of March 31, 2024, there was $ 7.4 2.2 0.5

LICENSE_SUPPLIER AGREEMENT

LICENSE/SUPPLIER AGREEMENT	3 Months Ended
	Mar. 31, 2024
Organization, Consolidation and Presentation of Financial Statements [Abstract]
LICENSE/SUPPLIER AGREEMENT	NOTE 11 – LICENSE/SUPPLIER AGREEMENT Sublicense and Inventory Purchase Agreements Relating to CLN1 Disease In August 2020, the Company entered into sublicense and inventory purchase agreements with Taysha Gene Therapies (“Taysha”) relating to a potential gene therapy for CLN1 disease. Under the sublicense agreement, Taysha received worldwide exclusive rights to intellectual property and know-how relating to the research, development, and manufacture of the potential gene therapy, which the Company had referred to as ABO-202. Under the inventory purchase agreement, the Company sold to Taysha certain inventory and other items related to ABO-202. The Company assessed the nature of the promised license to determine whether the license has significant stand-alone functionality and evaluated whether such functionality can be retained without ongoing activities by the Company and determined that the license has significant stand-alone functionality. Furthermore, the Company has no ongoing activities associated with the license to support or maintain the license’s utility. Based on this, the Company determined that the pattern of transfer of control of the license to Taysha was at a point in time. The transaction price of the contract includes (i) $ 7.0 26.0 30.0 26.0 Under this arrangement, the Company has no no Sublicense Agreement Relating to Rett Syndrome In October 2020, the Company entered into a sublicense agreement with Taysha The Company assessed the nature of the promised license to determine whether the license has significant stand-alone functionality and evaluated whether such functionality can be retained without ongoing activities by the Company and determined that the license has significant stand-alone functionality. Furthermore, the Company has no ongoing activities associated with the license to support or maintain the license’s utility. Based on this, the Company determined that the pattern of transfer of control of the license to Taysha was at a point in time. The transaction price of the contract includes (i) $ 3.0 26.5 30.0 26.5 Under this arrangement, the Company recognized no Ultragenyx License Agreement On May 16, 2022, the Company and Ultragenyx Pharmaceutical Inc. (“Ultragenyx”) entered into an exclusive license agreement (the “License Agreement”) for AAV gene therapy, ABO-102, for the treatment of Sanfilippo syndrome type A (MPS IIIA). Under the License Agreement, Ultragenyx assumed responsibility for the ABO-102 program from the Company, with the exclusive right to develop, manufacture, and commercialize ABO-102 worldwide. Also pursuant to the License Agreement, following regulatory approval, the Company is eligible to receive tiered royalties from mid-single-digit up to 10% on net sales and up to $ 30.0 Additionally, pursuant to the License Agreement, Ultragenyx will reimburse the Company for certain development and transition costs actually incurred by the Company. These costs are passed through to Ultragenyx without mark-up. The Company has determined that these costs are not incurred for the purpose of satisfying any performance obligation under the License Agreement. Accordingly, the reimbursement of these costs is recognized as a reduction of research and development costs. As of March 31, 2024 and December 31, 2023, the Company does not have any contract assets or contract liabilities as a result of this transaction.

SUBSEQUENT EVENTS

SUBSEQUENT EVENTS	3 Months Ended
	Mar. 31, 2024
Subsequent Events [Abstract]
SUBSEQUENT EVENTS	NOTE 12 – SUBSEQUENT EVENTS On May 7, 2024, the Company closed on an underwritten offering of 12,285,056 6,142,656 4.07 4.0699 0.0001 0.0001 70.2

NATURE OF OPERATIONS AND SIGN_2

NATURE OF OPERATIONS AND SIGNIFICANT ACCOUNTING POLICIES (Policies)	3 Months Ended
	Mar. 31, 2024
Organization, Consolidation and Presentation of Financial Statements [Abstract]
Background	Background Abeona Therapeutics Inc. (together with the Company’s subsidiaries, “Abeona” or the “Company”), a Delaware corporation, is a clinical-stage biopharmaceutical company developing cell and gene therapies for life-threatening diseases. The Company’s lead clinical program is for pz-cel, an autologous, engineered cell therapy currently in development for recessive dystrophic epidermolysis bullosa (“RDEB”). The Company’s development portfolio also features adeno-associated virus (“AAV”)-based gene therapies designed to treat highly unmet, medically needed ophthalmic diseases using the novel AIM™ capsids that the Company has exclusively licensed from the University of North Carolina at Chapel Hill, and internal AAV vector research programs.
Basis of Presentation	Basis of Presentation The Company’s unaudited interim condensed consolidated financial statements have been prepared in conformity with accounting principles generally accepted in the United States of America (“U.S. GAAP”). All intercompany balances and transactions have been eliminated in consolidation. In the opinion of management, all adjustments, consisting only of normal recurring adjustments, except as otherwise disclosed, necessary for the fair presentation of the financial position, results of operations, and changes in financial position for such periods, have been made. These unaudited interim condensed consolidated financial statement results are not necessarily indicative of results to be expected for the full fiscal year or any future period. Certain information that is normally required by U.S. GAAP has been condensed or omitted in accordance with rules and regulations of the U.S. Securities and Exchange Commission (“SEC”). The December 31, 2023 condensed consolidated balance sheet was derived from the audited statements, but does not include all disclosures required by U.S. GAAP. Therefore, these unaudited interim condensed consolidated financial statements should be read in conjunction with the audited consolidated financial statements and notes thereto included in our Annual Report on Form 10-K for the year ended December 31, 2023, which was filed with the SEC on March 18, 2024.
Liquidity	Liquidity In accordance with Accounting Standards Codification (“ASC”) 205-40, Going Concern, the Company has evaluated whether there are conditions and events, considered in the aggregate, that raise substantial doubt about the Company’s ability to continue as a going concern within one year after the date the accompanying unaudited interim condensed consolidated financial statements were issued. As a biopharmaceutical organization, the Company has devoted substantially all of its resources since inception to research and development activities for pz-cel and other product candidates, business planning, raising capital, establishing its intellectual property portfolio, acquiring or discovering product candidates, and providing general and administrative support for these operations. As a result, the Company has incurred significant operating losses and negative cash flows from operations since its inception and anticipates such losses and negative cash flows will continue for the foreseeable future. Since its inception, the Company has funded its operations primarily with proceeds from sales of shares of its stock. The Company has incurred recurring losses since its inception, including net losses of $ 31.6 9.1 781.1 62.7 75.0 While the Company believes its capital resources are sufficient to fund the Company’s on-going operations for the next 12 months from the issuance date of these unaudited condensed consolidated financial statements, the Company’s liquidity could be materially affected over this period by: (1) its ability to raise additional capital through equity offerings, debt financings, or other non-dilutive third-party funding; (2) costs associated with new or existing strategic alliances, or licensing and collaboration arrangements; (3) negative regulatory events or unanticipated costs related to pz-cel; (4) any other unanticipated material negative events or costs. One or more of these events or costs could materially affect the Company’s liquidity. If the Company is unable to meet its obligations when they become due, the Company may have to delay expenditures, reduce the scope of its research and development programs, or make significant changes to its operating plan. The accompanying unaudited interim condensed consolidated financial statements do not include any adjustments that might result from the outcome of this uncertainty.
Use of Estimates	Use of Estimates The preparation of unaudited interim condensed consolidated financial statements in conformity with U.S. GAAP requires management to make estimates and assumptions that affect the reported amount of assets and disclosure of contingent assets and liabilities at the date of the unaudited interim condensed consolidated financial statements and the reported amounts of revenue and expenses during the reported period. Actual results could differ from these estimates and assumptions.
Other receivables	Other receivables Other receivables include employee retention credits (“ERC”), sublease rent receivables and other miscellaneous receivables. As of March 31, 2024 and December 31, 2023, the Company had ERC receivables of $ 2.1
Summary of Significant Accounting Policies	Summary of Significant Accounting Policies There have been no new or material changes to the significant accounting policies discussed in the Company’s Annual Report on Form 10-K for the year ended December 31, 2023 that are of significance, or potential significance, to the Company.
Credit Losses	Credit Losses The Company reviews its available-for-sale investments for credit losses on a collective basis by major security type and in line with the Company’s investment policy. As of March 31, 2024, the Company’s available-for-sale investments were in securities that are issued by the U.S. treasury and U.S. federal agencies, are highly rated, and have a history of zero credit losses. The Company reviews the credit quality of its accounts receivables by monitoring the aging of its accounts receivable, the history of write offs for uncollectible accounts, and the credit quality of its significant customers, the current economic environment/macroeconomic trends, supportable forecasts, and other relevant factors. The Company’s accounts receivable are with customers that do not have a history of uncollectibility nor a history of significantly aged accounts receivables. As of March 31, 2024, the Company did not recognize a credit loss allowance for its investments or accounts receivable.
Net Loss Per Share	Net Loss Per Share Basic and diluted net loss per share is computed by dividing net loss attributable to common shareholders by the weighted-average number of shares of common stock outstanding during the period. The weighted average number of shares of common stock includes the weighted average effect of outstanding pre-funded warrants for the purchase of shares of common stock for which the remaining unfunded exercise price is $ 0.0001 The following table sets forth the potential securities that could potentially dilute basic loss per share in the future that were not included in the computation of diluted net loss per share because to do so would have been anti-dilutive for the periods presented: SCHEDULE OF ANTI-DILUTIVE SECURITIES EXCLUDED FROM COMPUTATION OF EARNINGS PER SHARE 2024 2023 For the three months ended March 31, 2024 2023 Shares of common stock issuable upon exercise of stock options 179,001 234,697 Shares of common stock underlying restricted stock 2,542,619 929,946 Shares of common stock issuable upon exercise of warrants 9,903,142 9,397,879 Total 12,624,762 10,562,522 In January 2024 as part of the Loan and Security Agreement, see Note 8, the Company issued warrants to purchase $ 2,400,000 4.75 4.75 505,263 nil 4.07
Recently Adopted Accounting Pronouncements	Recently Adopted Accounting Pronouncements The Company did not adopt any new accounting pronouncements during the three months ended March 31, 2024.
Recently Issued Accounting Pronouncements	Recently Issued Accounting Pronouncements In December 2023, the FASB issued ASU No. 2023-09, Income Taxes (Topic 740): Improvements to Income Tax Disclosures In November 2023, the FASB issued ASU 2023-07, Segment Reporting (Topic 280): Improvements to Reportable Segment Disclosures,

NATURE OF OPERATIONS AND SIGN_3

NATURE OF OPERATIONS AND SIGNIFICANT ACCOUNTING POLICIES (Tables)	3 Months Ended
	Mar. 31, 2024
Organization, Consolidation and Presentation of Financial Statements [Abstract]
SCHEDULE OF ANTI-DILUTIVE SECURITIES EXCLUDED FROM COMPUTATION OF EARNINGS PER SHARE	SCHEDULE OF ANTI-DILUTIVE SECURITIES EXCLUDED FROM COMPUTATION OF EARNINGS PER SHARE 2024 2023 For the three months ended March 31, 2024 2023 Shares of common stock issuable upon exercise of stock options 179,001 234,697 Shares of common stock underlying restricted stock 2,542,619 929,946 Shares of common stock issuable upon exercise of warrants 9,903,142 9,397,879 Total 12,624,762 10,562,522

SHORT-TERM INVESTMENTS (Tables)

SHORT-TERM INVESTMENTS (Tables)	3 Months Ended
	Mar. 31, 2024
Investments, Debt and Equity Securities [Abstract]
SCHEDULE OF AVAILABLE FOR SALE SHORT-TERM INVESTMENTS	The following table provides a summary of the short-term investments (in thousands): SCHEDULE OF AVAILABLE FOR SALE SHORT-TERM INVESTMENTS March 31, 2024 Amortized Cost Gross Unrealized Gain Gross Unrealized Loss Fair Value Available-for-sale, short-term investments: U.S. treasury securities $ 36,999 — (167 ) $ 36,832 U.S. federal agency securities 7,970 — (16 ) 7,954 Total available-for-sale, short-term investments $ 44,969 — (183 ) $ 44,786 December 31, 2023 Amortized Cost Gross Unrealized Gain Gross Unrealized Loss Fair Value Available-for-sale, short-term investments: U.S. treasury securities $ 8,406 — (13 ) $ 8,393 U.S. federal agency securities 29,413 — (53 ) 29,360 Total available-for-sale, short-term investments $ 37,819 — (66 ) $ 37,753

PROPERTY AND EQUIPMENT, NET (Ta

PROPERTY AND EQUIPMENT, NET (Tables)	3 Months Ended
	Mar. 31, 2024
Property, Plant and Equipment [Abstract]
SCHEDULE OF PROPERTY AND EQUIPMENT	Property and equipment are stated at cost and depreciated or amortized using the straight-line method based on useful lives as follows (in thousands): SCHEDULE OF PROPERTY AND EQUIPMENT Useful lives (years) March 31, 2024 December 31, 2023 Laboratory equipment 5 $ 7,498 $ 6,935 Furniture, software and office equipment 3 5 1,045 986 Leasehold improvements Shorter of remaining lease term or useful life 8,706 8,603 Subtotal 17,249 16,524 Less: accumulated depreciation (13,482 ) (12,991 ) Total property and equipment, net $ 3,767 $ 3,533

FAIR VALUE MEASUREMENTS (Tables

FAIR VALUE MEASUREMENTS (Tables)	3 Months Ended
	Mar. 31, 2024
Fair Value Disclosures [Abstract]
SCHEDULE OF FAIR VALUE, ASSETS AND LIABILITIES MEASURED ON RECURRING AND NON-RECURRING BASIS	The following table provides a summary of financial assets measured at fair value on a recurring and non-recurring basis as of March 31, 2024 and December 31, 2023 (in thousands): SCHEDULE OF FAIR VALUE, ASSETS AND LIABILITIES MEASURED ON RECURRING AND NON-RECURRING BASIS Description Fair Value at March 31, 2024 Level 1 Level 2 Level 3 Recurring Assets Cash equivalents Money market fund $ 17,558 $ 17,558 $ — $ — Short-term investments U.S. treasury securities 36,832 36,832 — — U.S. federal agency securities 7,954 — 7,954 — Total assets measured at fair value $ 62,344 $ 54,390 $ 7,954 $ — Liabilities Payable to licensor $ 4,691 $ — $ — $ 4,691 Derivative liabilities 1,005 — — 1,005 Warrant liabilities 48,690 — — 48,690 Total liabilities measured at fair value $ 54,386 $ — $ — $ 54,386 Description Fair Value at December 31, 2023 Level 1 Level 2 Level 3 Recurring Assets Cash equivalents Money market fund $ 1,034 $ 1,034 $ — $ — Short-term investments U.S. treasury securities 8,393 8,393 — — U.S. federal agency securities 29,360 — 29,360 — Total assets measured at fair value $ 38,787 $ 9,427 $ 29,360 $ — Liabilities Payable to licensor $ 4,580 $ — $ — $ 4,580 Warrant liabilities 31,352 — — 31,352 Total liabilities measured at fair value $ 35,932 $ — $ — $ 35,932
SCHEDULE OF OUTSTANDING WARRANT LIABILITIES	As of March 31, 2024 and December 31, 2023, the Company had the following outstanding warrant liabilities: SCHEDULE OF OUTSTANDING WARRANT LIABILITIES March 31, 2024 December 31, 2023 Warrants issued as part of the 2021 Public Offering, expiration date December 2026 9.75 1,788,000 1,788,000 Warrants issued as part of the 2022 Private Placement, expiration date November 2027 4.75 7,609,879 7,609,879 Warrants issued as part of the 2024 loan agreement, expiration date January 2029 4.75 505,263 — Outstanding warrants 505,263 —
SCHEDULE OF ACTIVITY OF WARRANT LIABILITIES	The following table provides a summary of the activity on the warrant liabilities (in thousands): SCHEDULE OF ACTIVITY OF WARRANT LIABILITIES Warrant liabilities as of December 31, 2023 $ 31,352 Fair value of warrants issued in connection with Loan Agreement 220 Loss recognized in earnings from change in fair value 17,118 Warrant liabilities as of March 31, 2024 $ 48,690
SCHEDULE OF ESTIMATE FAIR VALUE OF WARRANTS	SCHEDULE OF ESTIMATE FAIR VALUE OF WARRANTS March 31, 2024 December 31, 2023 Common share price $ 7.25 $ 5.01 Expected term (years) 2.71 4.77 2.96 3.84 Risk-free interest rate (%) 4.12 4.34 3.84 3.92 Volatility (%) 100.00 103.15 100% Expected dividend yield (%) 0% 0%
SCHEDULE OF ACTIVITY OF DERIVATIVE LIABILITIES	The following table provides a summary of the activity on the derivative liabilities (in thousands): SCHEDULE OF ACTIVITY OF DERIVATIVE LIABILITIES Derivative liabilities as of December 31, 2023 $ — Fair value of derivatives issued in connection with Loan Agreement 822 Loss recognized in earnings from change in fair value 183 Derivative liabilities as of March 31, 2024 $ 1,005
SCHEDULE OF ESTIMATE FAIR VALUE OF DERIVATIVES	SCHEDULE OF ESTIMATE FAIR VALUE OF DERIVATIVES March 31, 2024 December 31, 2023 Common share price $ 7.25 — Expected term (years) 3.25 — Risk-free interest rate (%) 4.27% — Volatility (%) 89.70% —

ACCRUED EXPENSES (Tables)

ACCRUED EXPENSES (Tables)	3 Months Ended
	Mar. 31, 2024
Payables and Accruals [Abstract]
SCHEDULE OF ACCRUED EXPENSES	The following table provides a summary of the components of accrued expenses (in thousands): SCHEDULE OF ACCRUED EXPENSES March 31, 2024 December 31, 2023 Accrued employee compensation $ 1,328 $ 3,688 Accrued contracted services and other 1,463 2,297 Total accrued expenses $ 2,791 $ 5,985

LEASES (Tables)

LEASES (Tables)	3 Months Ended
	Mar. 31, 2024
Leases
SUMMARY OF OPERATING LEASE LIABILITIES	The following table provides a summary of the Company’s operating lease liabilities (in thousands): SUMMARY OF OPERATING LEASE LIABILITIES March 31, 2024 December 31, 2023 Current operating lease liability $ 1,044 $ 998 Non-current operating lease liability 4,046 4,402 Total operating lease liability $ 5,090 $ 5,400
SCHEDULE OF COMPONENTS OF LEASE COST	Lease costs and rent are reflected in general and administrative expenses and research and development expenses in the consolidated statements of operations and comprehensive loss, as determined by the underlying activities. The following table provides a summary of the components of lease costs and rent (in thousands): SCHEDULE OF COMPONENTS OF LEASE COST 2024 2023 For the three months ended March 31, 2024 2023 Operating lease cost $ 334 $ 415 Variable lease cost 74 39 Short-term lease cost 23 18 Total operating lease costs $ 431 $ 472
SCHEDULE OF MATURITIES OF OPERATING LEASE LIABILITIES	Future minimum lease payments and obligations, which do not include short-term leases, related to the Company’s operating lease liabilities as of March 31, 2024 were as follows (in thousands): SCHEDULE OF MATURITIES OF OPERATING LEASE LIABILITIES Future minimum lease payments and obligations Operating Leases 2024, remainder $ 591 2025 1,555 2026 791 2027 807 2028 823 Thereafter 1,693 Total undiscounted operating lease payments 6,260 Less: imputed interest 1,170 Present value of operating lease liabilities $ 5,090
SCHEDULE OF FUTURE CASH RECEIPTS FROM OPERATING SUBLEASE	SCHEDULE OF FUTURE CASH RECEIPTS FROM OPERATING SUBLEASE Operating Future cash receipts Subleases 2024, remainder $ 477 2025 485 Total future cash receipts $ 962

DEBT (Tables)

DEBT (Tables)	3 Months Ended
	Mar. 31, 2024
Debt Disclosure [Abstract]
SCHEDULE OF COMPANY DEBT AND NET OF DEBT ISSUANCE COSTS	The following table provides a summary of the Company’s debt, net of debt issuance costs and discounts (in thousands): SCHEDULE OF COMPANY DEBT AND NET OF DEBT ISSUANCE COSTS March 31, 2024 December 31, 2023 Loan Agreement principal $ 20,000 $ — Accreted final payment fee 74 — Unamortized debt issuance costs and discounts (1,995 ) — Total debt $ 18,079 $ —
SCHEDULE OF FUTURE PAYMENT OBLIGATIONS	The future payment obligations of the principal are as follows (in thousands): SCHEDULE OF FUTURE PAYMENT OBLIGATIONS 2024, remainder $ — 2025 6,667 2026 8,889 2027 4,444 Total principal $ 20,000

STOCK-BASED COMPENSATION (Table

STOCK-BASED COMPENSATION (Tables)	3 Months Ended
	Mar. 31, 2024
Share-Based Payment Arrangement [Abstract]
SCHEDULE OF STOCK BASED COMPENSATION	The following table summarizes stock-based compensation expense for the three months ended March 31, 2024 and 2023 (in thousands): SCHEDULE OF STOCK BASED COMPENSATION 2024 2023 For the three months ended March 31, 2024 2023 Research and development $ 346 $ 584 General and administrative 1,220 186 Total stock-based compensation expense $ 1,546 $ 770
SCHEDULE OF STOCK OPTION ACTIVITY	The following table summarizes stock option activity during the three months ended March 31, 2024: SCHEDULE OF STOCK OPTION ACTIVITY Number of Options Weighted Average Exercise Price Weighted Average Remaining Contractual Term (years) Aggregate Intrinsic Value (in thousands) Outstanding at December 31, 2023 179,001 $ 38.58 6.83 $ 3 Granted — $ — — $ — Cancelled/forfeited — $ — — $ — Exercised — $ — — $ — Outstanding at March 31, 2024 179,001 $ 38.58 6.58 $ 14 Exercisable 143,907 $ 38.58 6.42 $ 6 Unvested 35,094 $ 38.59 7.24 $ 8
SCHEDULE OF RESTRICTED STOCK AWARD ACTIVITY	The following table summarizes restricted stock award activity during the three months ended March 31, 2024: SCHEDULE OF RESTRICTED STOCK AWARD ACTIVITY Number of Awards Weighted Average Grant Date Fair Value Per Unit Outstanding at December 31, 2023 2,448,169 $ 4.25 Granted 137,500 $ 5.31 Cancelled/forfeited — $ — Vested (43,050 ) $ 7.56 Outstanding at March 31, 2024 2,542,619 $ 4.18

SCHEDULE OF ANTI-DILUTIVE SECUR

SCHEDULE OF ANTI-DILUTIVE SECURITIES EXCLUDED FROM COMPUTATION OF EARNINGS PER SHARE (Details) - shares	3 Months Ended
	Mar. 31, 2024	Mar. 31, 2023
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items]
Total	12,624,762	10,562,522
Share-Based Payment Arrangement, Option [Member]
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items]
Total	179,001	234,697
Restricted Stock [Member]
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items]
Total	2,542,619	929,946
Warrant [Member]
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items]
Total	9,903,142	9,397,879

NATURE OF OPERATIONS AND SIGN_4

NATURE OF OPERATIONS AND SIGNIFICANT ACCOUNTING POLICIES (Details Narrative) - USD ($)			1 Months Ended	3 Months Ended
	May 07, 2024	Dec. 21, 2021	Jan. 31, 2024	Mar. 31, 2024	Mar. 31, 2023	Dec. 31, 2023
Collaborative Arrangement and Arrangement Other than Collaborative [Line Items]
Net loss				$ 31,600,000	$ 9,100,000
Accumulated deficit				781,102,000		$ 749,524,000
Cash, cash equivalents, restricted cash and short-term investments				62,700,000
Gross proceeds from its underwritten offering		$ 16,000,000		75,000,000
Other receivables				$ 2,100,000		$ 2,100,000
Unfounded exercise price per share				$ 0.0001
Warrants exercise price		$ 9.75
Shares of common stock issuable upon exercise of warrants				1,788,000
Subsequent Event [Member]
Collaborative Arrangement and Arrangement Other than Collaborative [Line Items]
Gross proceeds from its underwritten offering	$ 70,200,000
Loan and Security Agreement [Member]
Collaborative Arrangement and Arrangement Other than Collaborative [Line Items]
Warrants to purchase shares			$ 2,400,000
Warrants exercise price			$ 4.75
2024 Loan Agreement [Member]
Collaborative Arrangement and Arrangement Other than Collaborative [Line Items]
Warrants exercise price				$ 4.75
Shares of common stock issuable upon exercise of warrants				505,263
2024 Loan Agreement [Member] | Subsequent Event [Member]
Collaborative Arrangement and Arrangement Other than Collaborative [Line Items]
Warrants exercise price	$ 4.07

SCHEDULE OF AVAILABLE FOR SALE

SCHEDULE OF AVAILABLE FOR SALE SHORT-TERM INVESTMENTS (Details) - USD ($) $ in Thousands	3 Months Ended	12 Months Ended
	Mar. 31, 2024	Dec. 31, 2023
Marketable Securities [Line Items]
Amortized cost	$ 44,969	$ 37,819
Gross Unrealized Gain
Gross Unrealized Loss	(183)	(66)
Fair Value	44,786	37,753
US Treasury Securities [Member]
Marketable Securities [Line Items]
Amortized cost	36,999	8,406
Gross Unrealized Gain
Gross Unrealized Loss	(167)	(13)
Fair Value	36,832	8,393
US Government Corporations and Agencies Securities [Member]
Marketable Securities [Line Items]
Amortized cost	7,970	29,413
Gross Unrealized Gain
Gross Unrealized Loss	(16)	(53)
Fair Value	$ 7,954	$ 29,360

SHORT-TERM INVESTMENTS (Details

SHORT-TERM INVESTMENTS (Details Narrative) - USD ($)	3 Months Ended
	Mar. 31, 2024	Mar. 31, 2023
Investments, Debt and Equity Securities [Abstract]
Available-for-sale securities realized gain loss	$ 0	$ 0

SCHEDULE OF PROPERTY AND EQUIPM

SCHEDULE OF PROPERTY AND EQUIPMENT (Details) - USD ($) $ in Thousands	Mar. 31, 2024	Dec. 31, 2023
Property, Plant and Equipment [Line Items]
Subtotal	$ 17,249	$ 16,524
Less: accumulated depreciation	(13,482)	(12,991)
Total property and equipment, net	$ 3,767	3,533
Laboratory Equipment [Member]
Property, Plant and Equipment [Line Items]
Useful lives (years)	5 years
Subtotal	$ 7,498	6,935
Furniture, Software and Office Equipment [Member]
Property, Plant and Equipment [Line Items]
Subtotal	$ 1,045	986
Furniture, Software and Office Equipment [Member] | Minimum [Member]
Property, Plant and Equipment [Line Items]
Useful lives (years)	3 years
Furniture, Software and Office Equipment [Member] | Maximum [Member]
Property, Plant and Equipment [Line Items]
Useful lives (years)	5 years
Leasehold Improvements [Member]
Property, Plant and Equipment [Line Items]
Subtotal	$ 8,706	$ 8,603
Property, Plant, and Equipment, Useful Life, Term, Description [Extensible Enumeration]	us-gaap:UsefulLifeTermOfLeaseMember

PROPERTY AND EQUIPMENT, NET (De

PROPERTY AND EQUIPMENT, NET (Details Narrative) - USD ($) $ in Millions	3 Months Ended
	Mar. 31, 2024	Mar. 31, 2023
Property, Plant and Equipment [Abstract]
Depreciation expense	$ 0.5	$ 0.7

SCHEDULE OF FAIR VALUE, ASSETS

SCHEDULE OF FAIR VALUE, ASSETS AND LIABILITIES MEASURED ON RECURRING AND NON-RECURRING BASIS (Details) - Fair Value, Recurring [Member] - USD ($) $ in Thousands	Mar. 31, 2024	Dec. 31, 2023
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]
Total assets measured at fair value	$ 62,344	$ 38,787
Total liabilities measured at fair value	54,386	35,932
Fair Value, Inputs, Level 1 [Member]
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]
Total assets measured at fair value	54,390	9,427
Total liabilities measured at fair value
Fair Value, Inputs, Level 2 [Member]
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]
Total assets measured at fair value	7,954	29,360
Total liabilities measured at fair value
Fair Value, Inputs, Level 3 [Member]
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]
Total assets measured at fair value
Total liabilities measured at fair value	54,386	35,932
Money Market Funds [Member]
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]
Cash equivalents fair value	17,558	1,034
Money Market Funds [Member] | Fair Value, Inputs, Level 1 [Member]
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]
Cash equivalents fair value	17,558	1,034
Money Market Funds [Member] | Fair Value, Inputs, Level 2 [Member]
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]
Cash equivalents fair value
Money Market Funds [Member] | Fair Value, Inputs, Level 3 [Member]
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]
Cash equivalents fair value
US Treasury Securities [Member]
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]
Short-term investments fair value	36,832	8,393
US Treasury Securities [Member] | Fair Value, Inputs, Level 1 [Member]
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]
Short-term investments fair value	36,832	8,393
US Treasury Securities [Member] | Fair Value, Inputs, Level 2 [Member]
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]
Short-term investments fair value
US Treasury Securities [Member] | Fair Value, Inputs, Level 3 [Member]
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]
Short-term investments fair value
US Government Corporations and Agencies Securities [Member]
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]
Short-term investments fair value	7,954	29,360
US Government Corporations and Agencies Securities [Member] | Fair Value, Inputs, Level 1 [Member]
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]
Short-term investments fair value
US Government Corporations and Agencies Securities [Member] | Fair Value, Inputs, Level 2 [Member]
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]
Short-term investments fair value	7,954	29,360
US Government Corporations and Agencies Securities [Member] | Fair Value, Inputs, Level 3 [Member]
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]
Short-term investments fair value
Payable to Licensor [Member]
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]
Fair value, liabilities	4,691	4,580
Payable to Licensor [Member] | Fair Value, Inputs, Level 1 [Member]
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]
Fair value, liabilities
Payable to Licensor [Member] | Fair Value, Inputs, Level 2 [Member]
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]
Fair value, liabilities
Payable to Licensor [Member] | Fair Value, Inputs, Level 3 [Member]
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]
Fair value, liabilities	4,691	4,580
Derivative Liabilities [Member]
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]
Fair value, liabilities	1,005
Derivative Liabilities [Member] | Fair Value, Inputs, Level 3 [Member]
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]
Fair value, liabilities		1,005
Warrant Liabilities [Member]
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]
Fair value, liabilities	48,690	31,352
Warrant Liabilities [Member] | Fair Value, Inputs, Level 1 [Member]
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]
Fair value, liabilities
Warrant Liabilities [Member] | Fair Value, Inputs, Level 2 [Member]
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]
Fair value, liabilities
Warrant Liabilities [Member] | Fair Value, Inputs, Level 3 [Member]
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]
Fair value, liabilities	$ 48,690	$ 31,352

SCHEDULE OF OUTSTANDING WARRANT

SCHEDULE OF OUTSTANDING WARRANT LIABILITIES (Details) - shares	Mar. 31, 2024	Dec. 31, 2023	Mar. 31, 2023
Class of Warrant or Right [Line Items]
Outstanding warrants	1,788,000
2021 Public Offering Warrants [Member]
Class of Warrant or Right [Line Items]
Outstanding warrants	1,788,000	1,788,000
2022 Private Placement Warrants [Member]
Class of Warrant or Right [Line Items]
Outstanding warrants	7,609,879	7,609,879
2024 Loan Agreement Warrants [Member]
Class of Warrant or Right [Line Items]
Outstanding warrants	505,263

SCHEDULE OF OUTSTANDING WARRA_2

SCHEDULE OF OUTSTANDING WARRANT LIABILITIES (Details) (Parenthetical) - $ / shares	3 Months Ended
	Mar. 31, 2024	Dec. 21, 2021
Class of Warrant or Right [Line Items]
Warrants, exercise price		$ 9.75
2021 Public Offering Warrants [Member]
Class of Warrant or Right [Line Items]
Warrants, expiration date	December 2026
Warrants, exercise price	$ 9.75
2022 Private Placement Warrants [Member]
Class of Warrant or Right [Line Items]
Warrants, expiration date	November 2027
Warrants, exercise price	$ 4.75
2024 Loan Agreement Warrants [Member]
Class of Warrant or Right [Line Items]
Warrants, expiration date	January 2029
Warrants, exercise price	$ 4.75

SCHEDULE OF ACTIVITY OF WARRANT

SCHEDULE OF ACTIVITY OF WARRANT LIABILITIES (Details) $ in Thousands	3 Months Ended
	Mar. 31, 2024 USD ($)
Fair Value Disclosures [Abstract]
Warrant liabilities as of December 31, 2023	$ 31,352
Fair value of warrants issued in connection with Loan Agreement	220
Loss recognized in earnings from change in fair value	17,118
Warrant liabilities as of March 31, 2024	$ 48,690

SCHEDULE OF ESTIMATE FAIR VALUE

SCHEDULE OF ESTIMATE FAIR VALUE OF WARRANTS (Details)	Mar. 31, 2024 $ / shares	Dec. 31, 2023 $ / shares
Minimum [Member]
Fair Value Measurement Inputs and Valuation Techniques [Line Items]
Expected term (years)	2 years 8 months 15 days	2 years 11 months 15 days
Maximum [Member]
Fair Value Measurement Inputs and Valuation Techniques [Line Items]
Expected term (years)	4 years 9 months 7 days	3 years 10 months 2 days
Measurement Input, Share Price [Member]
Fair Value Measurement Inputs and Valuation Techniques [Line Items]
Warrants measurement input	7.25	5.01
Measurement Input, Risk Free Interest Rate [Member] | Minimum [Member]
Fair Value Measurement Inputs and Valuation Techniques [Line Items]
Warrants measurement input	4.12	3.84
Measurement Input, Risk Free Interest Rate [Member] | Maximum [Member]
Fair Value Measurement Inputs and Valuation Techniques [Line Items]
Warrants measurement input	4.34	3.92
Measurement Input, Price Volatility [Member]
Fair Value Measurement Inputs and Valuation Techniques [Line Items]
Warrants measurement input		100
Measurement Input, Price Volatility [Member] | Minimum [Member]
Fair Value Measurement Inputs and Valuation Techniques [Line Items]
Warrants measurement input	100
Measurement Input, Price Volatility [Member] | Maximum [Member]
Fair Value Measurement Inputs and Valuation Techniques [Line Items]
Warrants measurement input	103.15
Measurement Input, Expected Dividend Rate [Member]
Fair Value Measurement Inputs and Valuation Techniques [Line Items]
Warrants measurement input	0	0

SCHEDULE OF ACTIVITY OF DERIVAT

SCHEDULE OF ACTIVITY OF DERIVATIVE LIABILITIES (Details) $ in Thousands	3 Months Ended
	Mar. 31, 2024 USD ($)
Fair Value Disclosures [Abstract]
Derivative liabilities as of December 31, 2023
Fair value of derivatives issued in connection with Loan Agreement	822
Loss recognized in earnings from change in fair value	183
Derivative liabilities as of March 31, 2024	$ 1,005

SCHEDULE OF ESTIMATE FAIR VAL_2

SCHEDULE OF ESTIMATE FAIR VALUE OF DERIVATIVES (Details)	3 Months Ended	12 Months Ended
	Mar. 31, 2024 $ / shares	Dec. 31, 2023 $ / shares
Fair Value Measurement Inputs and Valuation Techniques [Line Items]
Expected term (years)	3 years 3 months	0 years
Measurement Input, Share Price [Member]
Fair Value Measurement Inputs and Valuation Techniques [Line Items]
Derivatives measurement input	7.25
Measurement Input, Risk Free Interest Rate [Member]
Fair Value Measurement Inputs and Valuation Techniques [Line Items]
Derivatives measurement input	4.27
Measurement Input, Price Volatility [Member]
Fair Value Measurement Inputs and Valuation Techniques [Line Items]
Derivatives measurement input	89.70

FAIR VALUE MEASUREMENTS (Detail

FAIR VALUE MEASUREMENTS (Details Narrative) - $ / shares	Mar. 31, 2024	Dec. 31, 2023	Mar. 31, 2023	Dec. 21, 2021
Class of Warrant or Right [Line Items]
Warrants, exercise price				$ 9.75
Outstanding warrants	1,788,000
2024 Loan Agreement Warrants [Member]
Class of Warrant or Right [Line Items]
Warrants, exercise price	$ 4.75
Outstanding warrants	505,263

SETTLEMENT LIABILITY (Details N

SETTLEMENT LIABILITY (Details Narrative) - USD ($) $ in Thousands	Nov. 12, 2021	Mar. 31, 2024	Dec. 31, 2023
Defined Benefit Plan Disclosure [Line Items]
Long term debt		$ 18,079
REGENXBIO [Member]
Defined Benefit Plan Disclosure [Line Items]
Settlement liabilities, current	$ 30,000
Loss contingency settlement agreement terms	(1) $20.0 million paid in November 2021 after execution of the Settlement Agreement, (2) $5.0 million on the first anniversary of the effective date of the Settlement Agreement (paid in November 2022), and (3) $5.0 million upon the earlier of (i) the third anniversary of the effective date of the Settlement Agreement or (ii) the closing of a Strategic Transaction, as defined in the Settlement Agreement.
Effective interest rate stated percentage		9.60%
REGENXBIO [Member] | Due in November 2024 [Member]
Defined Benefit Plan Disclosure [Line Items]
Long term debt		$ 4,700	$ 4,600

SCHEDULE OF ACCRUED EXPENSES (D

SCHEDULE OF ACCRUED EXPENSES (Details) - USD ($) $ in Thousands	Mar. 31, 2024	Dec. 31, 2023
Payables and Accruals [Abstract]
Accrued employee compensation	$ 1,328	$ 3,688
Accrued contracted services and other	1,463	2,297
Total accrued expenses	$ 2,791	$ 5,985

SUMMARY OF OPERATING LEASE LIAB

SUMMARY OF OPERATING LEASE LIABILITIES (Details) - USD ($) $ in Thousands	Mar. 31, 2024	Dec. 31, 2023
Leases
Current operating lease liability	$ 1,044	$ 998
Non-current operating lease liability	4,046	4,402
Total operating lease liability	$ 5,090	$ 5,400

SCHEDULE OF COMPONENTS OF LEASE

SCHEDULE OF COMPONENTS OF LEASE COST (Details) - USD ($) $ in Thousands	3 Months Ended
	Mar. 31, 2024	Mar. 31, 2023
Leases
Operating lease cost	$ 334	$ 415
Variable lease cost	74	39
Short-term lease cost	23	18
Total operating lease costs	$ 431	$ 472

SCHEDULE OF MATURITIES OF OPERA

SCHEDULE OF MATURITIES OF OPERATING LEASE LIABILITIES (Details) - USD ($) $ in Thousands	Mar. 31, 2024	Dec. 31, 2023
Leases
2024, remainder	$ 591
2025	1,555
2026	791
2027	807
2028	823
Thereafter	1,693
Total undiscounted operating lease payments	6,260
Less: imputed interest	1,170
Total operating lease liability	$ 5,090	$ 5,400

SCHEDULE OF FUTURE CASH RECEIPT

SCHEDULE OF FUTURE CASH RECEIPTS FROM OPERATING SUBLEASE (Details) $ in Thousands	Mar. 31, 2024 USD ($)
Leases
2024, remainder	$ 477
2025	485
Total future cash receipts	$ 962

LEASES (Details Narrative)

LEASES (Details Narrative) - USD ($) $ in Millions	3 Months Ended
	Mar. 31, 2024	Mar. 31, 2023
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items]
Operating lease liabilities	$ 0.3	$ 0.3
Operating Lease, Weighted Average Remaining Lease Term	63 months
Operating Lease, Weighted Average Discount Rate, Percent	7.30%
Sub Lease Agreement [Member]
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items]
Sublease income	$ 0.1	$ 0.1
September2025 [Member]
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items]
Sublease income	$ 1

SCHEDULE OF COMPANY DEBT AND NE

SCHEDULE OF COMPANY DEBT AND NET OF DEBT ISSUANCE COSTS (Details) - USD ($) $ in Thousands	Mar. 31, 2024	Dec. 31, 2023
Debt Disclosure [Abstract]
Loan Agreement principal	$ 20,000
Accreted final payment fee	74
Unamortized debt issuance costs and discounts	(1,995)
Total debt	$ 18,079

SCHEDULE OF FUTURE PAYMENT OBLI

SCHEDULE OF FUTURE PAYMENT OBLIGATIONS (Details) - USD ($) $ in Thousands	Mar. 31, 2024	Dec. 31, 2023
Debt Disclosure [Abstract]
2024, remainder
2025	6,667
2026	8,889
2027	4,444
Total principal	$ 20,000

DEBT (Details Narrative)

DEBT (Details Narrative) - Loan and Security Agreement [Member] - USD ($)	Apr. 08, 2025	Jan. 08, 2024	Mar. 31, 2024
Debt Instrument [Line Items]
Aggregate principal amount		$ 50,000,000
Prime rate percentage			13.50%
Percentage fee, description		the Company is required to pay a prepayment fee equal to 3.00% of the principal amount of the Loans prepaid; if prepayment occurs after the one-year anniversary of the Closing Date and on or before the two-year anniversary of the Closing Date, the Company is required to pay a fee equal to 2.00% of the principal amount of the Loans; if prepayment occurs after the two-year anniversary of the Closing Date, the Company is required to pay a fee equal to 1.00% of the principal amount of the Loans. A final payment fee of 5.00% of the principal amount of the funded Tranche 1, Tranche 2 Loans and Discretionary Tranche Loans is also due upon the Maturity Date or any earlier date of prepayment.
Unrestricted cash		$ 5,000,000
Outstanding principal amount of loan		3,000,000
Fair value of conversion right		800,000
Aggregate transaction amount		$ 1,000,000
Participation right description		The Participation Right automatically terminates upon the earliest of (i) July 1, 2027, (ii) such time that the Lenders have purchased $1 million of the Company’s equity securities in the aggregate pursuant to the Participation Right, and (iii) the repayment in full of all of the obligations under the Loan Agreement.
Warrant [Member] | Avenue [Member]
Debt Instrument [Line Items]
Warrants purchase amount		$ 480,000
Warrant [Member] | Avenue 2 [Member]
Debt Instrument [Line Items]
Warrants purchase amount		1,920,000
Subsequent Event [Member]
Debt Instrument [Line Items]
Cumulative equity and nondilutive capital	$ 90,000,000
Subsequent Event [Member] | Minimum [Member]
Debt Instrument [Line Items]
Prime rate percentage	5%
Subsequent Event [Member] | Maximum [Member]
Debt Instrument [Line Items]
Prime rate percentage	13.50%
Tranche 1 [Member]
Debt Instrument [Line Items]
Aggregate principal amount		20,000,000
Tranche 1 [Member] | Warrant [Member] | Avenue [Member]
Debt Instrument [Line Items]
Warrants purchase amount		480,000
Tranche 1 [Member] | Warrant [Member] | Avenue 2 [Member]
Debt Instrument [Line Items]
Warrants purchase amount		1,920,000
Tranche 2 [Member]
Debt Instrument [Line Items]
Aggregate principal amount		10,000,000
Discretionary Tranche [Member]
Debt Instrument [Line Items]
Aggregate principal amount		$ 20,000,000

EQUITY (Details Narrative)

EQUITY (Details Narrative) - USD ($)

1 Months Ended

3 Months Ended

12 Months Ended

May 07, 2024

Jan. 08, 2024

Jul. 06, 2023

Nov. 03, 2022

Dec. 21, 2021

Aug. 17, 2018

Apr. 27, 2024

Jan. 31, 2024

Dec. 31, 2022

Mar. 31, 2024

Mar. 31, 2023

Dec. 31, 2022

Dec. 31, 2023

Subsidiary, Sale of Stock [Line Items]

issuance of shares

1,788,000

Public offering price

$ 9.75

Warrants purchase, shares

1,788,000

Exercise price

$ 9.75

Proceeds from public offering

$ 16,000,000

$ 75,000,000

Stock issuance costs

1,500,000

Additional paid-in capital

7,000,000

Warrant liabilities

$ 9,000,000

Warrants outstanding

1,788,000

Exercise price

$ 0.0001

Shares issuance costs

$ 6,417,000

Fair value of warrants

$ 17,301,000

$ (2,265,000)

Common Stock [Member]

Subsidiary, Sale of Stock [Line Items]

issuance of shares

3,284,407

889,315

98,560

Offering price

$ 4.03

Common Stock [Member] | 2023 Pre-Funded Warrants [Member]

Subsidiary, Sale of Stock [Line Items]

Exercise price

$ 0.0001

Warrants exercised

2,919,140

Purchase price of common stock

$ 25,000,000

Shares issuance costs

$ 23,000,000

Offering price

$ 4.0299

Private Placement Offerings [Member]

Subsidiary, Sale of Stock [Line Items]

issuance of shares

7,065,946

Exercise price

$ 4.75

Fair value of warrants

$ 22,000,000

Warrant outstanding

$ 7,609,879

Private Placement Offerings [Member] | Pre Funded Warrant [Member]

Subsidiary, Sale of Stock [Line Items]

Warrants purchase, shares

7,609,879

Exercise price

$ 0.01

Additional paid-in capital

$ 100,000

Sale of stock

7,609,879

Warrants exercised

543,933

543,933

Purchase price of common stock

$ 35,000,000

Shares issuance costs

32,600,000

Additional paid in capital stock reduction

900,000

Proceeds from warrant liability'

$ 12,900,000

Private Placement Offerings [Member] | Pre Funded Warrant [Member] | General and Administrative Expense [Member]

Subsidiary, Sale of Stock [Line Items]

Stock issuance costs

$ 1,500,000

Private Placement Offerings [Member] | Common Stock And Accompanying Warrant [Member]

Subsidiary, Sale of Stock [Line Items]

Exercise price

$ 4.60

Private Placement Offerings [Member] | Pre Funded Warrant And Accompanying Warrant [Member]

Subsidiary, Sale of Stock [Line Items]

Exercise price

$ 4.59

Subsequent Event [Member]

Subsidiary, Sale of Stock [Line Items]

Proceeds from public offering

$ 70,200,000

Subsequent Event [Member] | Common Stock [Member]

Subsidiary, Sale of Stock [Line Items]

issuance of shares

12,285,056

Public offering price

$ 4.07

Open Market Sale Agreements [Member] | Subsequent Event [Member]

Subsidiary, Sale of Stock [Line Items]

Sale of stock value

$ 3,500,000

Sale of stock

1,013,061

Open Market Sale Agreements [Member] | Jefferies LLC [Member]

Subsidiary, Sale of Stock [Line Items]

Sale of stock value

$ 150,000,000

$ 6,500,000

$ 300,000

Sale of stock

889,315

98,560

Loan and Security Agreement [Member]

Subsidiary, Sale of Stock [Line Items]

Exercise price

$ 4.75

Proceeds from warrant liability'

$ 2,400,000

Fair value of warrants

$ 200,000

Loan and Security Agreement [Member] | Common Stock [Member]

Subsidiary, Sale of Stock [Line Items]

issuance of shares

505,263

Loan and Security Agreement [Member] | Warrant [Member]

Subsidiary, Sale of Stock [Line Items]

Warrant expiration date

Jan. 08, 2029

Exercise price per share

$ 4.75

Exercise price per share

$ 4.75

Loan and Security Agreement [Member] | Warrant [Member] | Avenue [Member]

Subsidiary, Sale of Stock [Line Items]

Warrants purchase amount

$ 480,000

Loan and Security Agreement [Member] | Warrant [Member] | Avenue 2 [Member]

Subsidiary, Sale of Stock [Line Items]

Warrants purchase amount

$ 1,920,000

Loan and Security Agreement [Member] | Subsequent Event [Member] | Common Stock [Member]

Subsidiary, Sale of Stock [Line Items]

issuance of shares

589,680

Loan and Security Agreement [Member] | Subsequent Event [Member] | Warrant [Member]

Subsidiary, Sale of Stock [Line Items]

Exercise price per share

$ 4.07

Exercise price per share

$ 4.07

SCHEDULE OF STOCK BASED COMPENS

SCHEDULE OF STOCK BASED COMPENSATION (Details) - USD ($) $ in Thousands	3 Months Ended
	Mar. 31, 2024	Mar. 31, 2023
Share-Based Payment Arrangement, Expensed and Capitalized, Amount [Line Items]
Total stock-based compensation expense	$ 1,546	$ 770
Research and Development Expense [Member]
Share-Based Payment Arrangement, Expensed and Capitalized, Amount [Line Items]
Total stock-based compensation expense	346	584
General and Administrative Expense [Member]
Share-Based Payment Arrangement, Expensed and Capitalized, Amount [Line Items]
Total stock-based compensation expense	$ 1,220	$ 186

SCHEDULE OF STOCK OPTION ACTIVI

SCHEDULE OF STOCK OPTION ACTIVITY (Details) - USD ($) $ / shares in Units, $ in Thousands	3 Months Ended	12 Months Ended
	Mar. 31, 2024	Dec. 31, 2023
Share-Based Payment Arrangement [Abstract]
Number of options, balance	179,001
Weighted average exercise price, balance	$ 38.58
Weighted average remaining contractual term (years), outstanding	6 years 6 months 29 days	6 years 9 months 29 days
Aggregate intrinsic value, balance	$ 3
Number of options, granted
Weighted average exercise price, granted
Number of options, cancelled/forfeited
Weighted average exercise price, cancelled/forfeited
Number of options, exercised
Weighted average exercise price, exercised
Number of options, balance	179,001	179,001
Weighted average exercise price, balance	$ 38.58	$ 38.58
Aggregate intrinsic value, balance	$ 14	$ 3
Number of options, exerciasble	143,907
Weighted average exercise price, exercisable	$ 38.58
Weighted average remaining contractual term (years), exercisable	6 years 5 months 1 day
Aggregate intrinsic value, exercisable	$ 6
Number of options, unvested	35,094
Weighted average exercise price, unvested	$ 38.59
Weighted average remaining contractual term (years), unvested	7 years 2 months 26 days
Aggregate intrinsic value, unvested	$ 8

SCHEDULE OF RESTRICTED STOCK AW

SCHEDULE OF RESTRICTED STOCK AWARD ACTIVITY (Details) - Restricted Stock [Member]	3 Months Ended
	Mar. 31, 2024 $ / shares shares
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items]
Restricted common stock awards, balance | shares	2,448,169
Weighted-average grant date fair value, balance | $ / shares	$ 4.25
Restricted common stock awards, granted | shares	137,500
Weighted-average grant date fair value, granted | $ / shares	$ 5.31
Restricted common stock awards, cancelled/forfeited | shares
Weighted-average grant date fair value, cancelled/forfeited | $ / shares
Restricted common stock awards, vested | shares	(43,050)
Weighted-average grant date fair value, vested | $ / shares	$ 7.56
Restricted common stock awards, balance | shares	2,542,619
Weighted-average grant date fair value, balance | $ / shares	$ 4.18

STOCK-BASED COMPENSATION (Detai

STOCK-BASED COMPENSATION (Details Narrative) - USD ($) $ in Millions	3 Months Ended
	Mar. 31, 2024	Mar. 31, 2023
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items]
Compensation cost related to restricted common stock not recognized	$ 7.4
Weighted average compensation costs related to restricted common stock	2 years 2 months 12 days
Fair value of restricted stock awards that vested	$ 0.5	$ 0.5
Stock Options [Member]
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items]
Compensation cost related to non-vested options not recognized	$ 1
Weighted average period total compensation costs related to non-vested options	1 year 1 month 6 days
2023 Incentive Plan [Member]
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items]
Shares available for grant	156,591
Inducement Plan [Member]
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items]
Shares available for grant	721,900

LICENSE_SUPPLIER AGREEMENT (Det

LICENSE/SUPPLIER AGREEMENT (Details Narrative) - USD ($)		1 Months Ended		3 Months Ended
	May 16, 2022	Oct. 31, 2020	Aug. 31, 2020	Mar. 31, 2024	Mar. 31, 2023	Dec. 31, 2023
Collaborative Arrangement and Arrangement Other than Collaborative [Line Items]
Revenue recognized
License Agreement Terms [Member]
Collaborative Arrangement and Arrangement Other than Collaborative [Line Items]
Milestone payments	$ 30,000,000
Sublicense And Inventory Purchase Agreements [Member]
Collaborative Arrangement and Arrangement Other than Collaborative [Line Items]
Fixed consideration			$ 7,000,000
Sublicense And Inventory Purchase Agreements [Member] | Event Based Milestone Payments [Member] | Maximum [Member]
Collaborative Arrangement and Arrangement Other than Collaborative [Line Items]
Variable consideration			26,000,000
Sublicense And Inventory Purchase Agreements [Member] | Sales Based Milestone Payments [Member] | Maximum [Member]
Collaborative Arrangement and Arrangement Other than Collaborative [Line Items]
Variable consideration			$ 30,000,000
Sublicense And Inventory Purchase Agreements [Member] | License [Member]
Collaborative Arrangement and Arrangement Other than Collaborative [Line Items]
Revenue recognized				0	0
Contract assets				0		$ 0
Sublicense Agreement Relating to Rett Syndrome [Member]
Collaborative Arrangement and Arrangement Other than Collaborative [Line Items]
Fixed consideration		$ 3,000,000
Sublicense Agreement Relating to Rett Syndrome [Member] | Event Based Milestone Payments [Member] | Maximum [Member]
Collaborative Arrangement and Arrangement Other than Collaborative [Line Items]
Variable consideration		26,500,000
Sublicense Agreement Relating to Rett Syndrome [Member] | Sales Based Milestone Payments [Member] | Maximum [Member]
Collaborative Arrangement and Arrangement Other than Collaborative [Line Items]
Variable consideration		$ 30,000,000
Sublicense Agreement Relating to Rett Syndrome [Member] | License [Member]
Collaborative Arrangement and Arrangement Other than Collaborative [Line Items]
Revenue recognized				$ 0	$ 0

SUBSEQUENT EVENTS (Details Narr

SUBSEQUENT EVENTS (Details Narrative) - USD ($) $ / shares in Units, $ in Millions				3 Months Ended
	May 07, 2024	Jul. 06, 2023	Dec. 21, 2021	Mar. 31, 2024	Mar. 31, 2023
Subsequent Event [Line Items]
Issuance of shares			1,788,000
Purchase of warrants			1,788,000
Common stock exercise price			$ 9.75
Warrants exercise price			$ 9.75
Proceeds from issuance of offering			$ 16	$ 75
Subsequent Event [Member]
Subsequent Event [Line Items]
Proceeds from issuance of offering	$ 70.2
Common Stock [Member]
Subsequent Event [Line Items]
Issuance of shares		3,284,407		889,315	98,560
Common Stock [Member] | Subsequent Event [Member]
Subsequent Event [Line Items]
Issuance of shares	12,285,056
Common stock exercise price	$ 4.07
Pre Funded Warrants [Member] | Subsequent Event [Member]
Subsequent Event [Line Items]
Purchase of warrants	6,142,656
Common stock exercise price	$ 0.0001
Warrants exercise price	4.0699
Common stock exercise price	$ 0.0001