0001493152-23-027998 | 10-Q | XBRL Viewer

Convertible notes payable – shareholders – long - term portion

$ 65

$ 15,407

Less: current portion

(65)

(15,407)

Convertible Notes Payable Shareholder One [Member]

Convertible Notes Payable Shareholder Two [Member]

^[1]

$ 7,778

7,838

^[1]

$ 7,988

Convertible Notes Payable Shareholder Three [Member]

^[2]

1,500

^[2]

$ 2,661

Convertible Notes Payable Shareholder Four [Member]

^[3]

700

^[3]

$ 700

Convertible Notes Payable Shareholders

^[4]

$ 5,369

^[4]

$ 5,369

[1]	During the years ended December 31, 2011 through 2016, the Company entered into convertible note payable agreements with individuals aggregating to a total amount of $7,988. The notes initially accrued interest at 8% per annum, are unsecured and are convertible into the Company’s Series K preferred stock at $25.73 per share.
[2]	In April 2016, the Company entered into a convertible note payable agreement with a shareholder in the amount of $2,661. The note accrued interest at 11.51% per annum, was unsecured, had an initial maturity date of May 2018 and was convertible into the Company’s common stock at the price of $6.78 per share. Interest payments are due monthly. In May 2018, the note was amended to include a provision under which the loan will accrue $10 per month of loan fees through the date the loan is repaid or is converted into the Company’s common stock. The loan fees can be converted into shares of the Company’s common stock at $6.78 per share.
[3]	In April 2018, the Company entered into two convertible note payable agreements with a shareholder under which the Company borrowed an aggregate total of $700. The notes accrue interest at 5.0% per annum, are unsecured, and are convertible into the Company’s common stock at the lesser of $12.00 per share, or 90% of the Company’s IPO price, if it were to occur.
[4]	During the years ended December 31, 2019 through 2021, the Company entered into convertible note payable agreements with several shareholders under which the Company borrowed an aggregate amount of $5,369. The notes accrue interest at 5.0% per annum, are unsecured, and are convertible into the Company’s common stock at the price of $12.00 per share, or 90% of the Company’s IPO price, if it were to occur.

Condensed Balance Sheets - USD ($) $ in Thousands	Jun. 30, 2023	Dec. 31, 2022
Current Assets
Cash	$ 27,140	$ 397
Prepaid expenses and other current assets	1,543	1,495
Total Current Assets	28,683	1,892
Property and equipment, net	878	644
Right of use asset	1,710	1,335
Deferred offering costs		1,568
Other assets	92	92
Total Other Assets	2,680	3,639
TOTAL ASSETS	31,363	5,531
Current Liabilities
Accounts payable and accrued expenses	4,484	6,775
Accrued compensation	2,684	2,852
Accrued interest payable		1,178
Accrued interest payable - director and shareholders	60	3,817
Deferred revenue		170
Warrant liabilities		169
Lease liability, current portion	585	266
Notes payable - shareholders, net of debt discount of $108 in 2022		992
Convertible notes payable - shareholders, current portion, including $65 and $105 past due, respectively	65	15,407
Total Current Liabilities	7,878	31,626
Long-term Liabilities
Lease liability, long-term portion	1,229	1,164
Convertible notes payable, net of debt discount of $541 in 2022		8,524
Total Long-term Liabilities	1,229	9,688
Total Liabilities	9,107	41,314
Shareholders’ Equity (Deficit)
Preferred stock, Series A through K, par value $0.001, 10,000,000 shares authorized; no shares and 22,094,889 shares issued and outstanding, respectively;		22
Common stock, par value $0.001, 200,000,000 shares authorized; 25,855,511 and 9,126,726 shares issued and outstanding, respectively	26	9
Treasury stock, 433,333 shares, at cost	(433)	(433)
Additional paid-in capital	232,073	154,401
Accumulated other comprehensive income	2	2
Accumulated deficit	(209,412)	(189,784)
Total Shareholders’ Equity (Deficit)	22,256	(35,783)
TOTAL LIABILITIES AND SHAREHOLDERS’ EQUITY (DEFICIT)	$ 31,363	$ 5,531

CONVERTIBLE NOTES PAYABLE – SHAREHOLDERS

6 Months Ended

Jun. 30, 2023

CONVERTIBLE NOTES PAYABLE – SHAREHOLDERS

NOTE 7 – CONVERTIBLE NOTES PAYABLE – SHAREHOLDERS

Convertible notes payable to shareholders consisted of the following as of June 30, 2023 and December 31, 2022:

		June 30, 2023			December 31, 2022
Convertible notes payable - shareholders (a)	(a)	$	65		$	7,838
Convertible note payable - shareholder (b)	(b)		—			1,500
Convertible notes payable – shareholders (c)	(c)		—			700
Convertible notes payable - shareholders (d)	(d)		—			5,369
			65			15,407
Less: current portion			(65	)		(15,407	)

Convertible notes payable – shareholders – long - term portion		$	—		$	—

(a)	During the years ended December 31, 2011 through 2016, the Company entered into convertible note payable agreements with individuals aggregating to a total amount of $7,988. The notes initially accrued interest at 8% per annum, are unsecured and are convertible into the Company’s Series K preferred stock at $25.73 per share.

	As of December 31, 2022, the principal amount due on the notes aggregated to $7,838 and total accrued and unpaid interest of $2,890 was owed on the notes. During the six months ended June 30, 2023, $60 of principal and $36 of accrued and unpaid interest were paid on the notes, and the notes accrued interest of $15. On January 30, 2023, the date of the closing of the IPO, total principal of $7,778 and total accrued and unpaid interest of $2,867 was owed on the notes.

	Upon the closing of the IPO, all of the principal plus accrued and unpaid interest, except for $65 of principal and $58 of accrued and unpaid interest, automatically converted into 1,554,814 shares of the Company’s common stock based on the conversion price of $6.78 per share.

	As of June 30, 2023, total principal of $65 and total accrued and unpaid interest of $60 was owed on the notes. The notes accrue interest at 8% per annum, are unsecured and are past due and payable on demand.

(b)	In April 2016, the Company entered into a convertible note payable agreement with a shareholder in the amount of $2,661. The note accrued interest at 11.51% per annum, was unsecured, had an initial maturity date of May 2018 and was convertible into the Company’s common stock at the price of $6.78 per share. Interest payments are due monthly. In May 2018, the note was amended to include a provision under which the loan will accrue $10 per month of loan fees through the date the loan is repaid or is converted into the Company’s common stock. The loan fees can be converted into shares of the Company’s common stock at $6.78 per share.

	As of December 31, 2022, total principal of $1,500 and total accrued and unpaid loan fees of $560 was owed on the note. During the six months ended June 30, 2023, the note accrued loan fees of $10, and on January 30, 2023, the date of the closing of the IPO, total principal of $1,500 and total accrued and unpaid loan fees of $570 was owed on the notes.

	Upon the closing of the IPO, all of the principal plus accrued and unpaid loan fees automatically converted into 303,835 shares of the Company’s common stock based on the conversion price of $6.78. As of June 30, 2023, no principal, interest or loan fees was due on the notes.

(c)	In April 2018, the Company entered into two convertible note payable agreements with a shareholder under which the Company borrowed an aggregate total of $700. The notes accrue interest at 5.0% per annum, are unsecured, and are convertible into the Company’s common stock at the lesser of $12.00 per share, or 90% of the Company’s IPO price, if it were to occur.

	As of December 31, 2022, total principal of $700 and total accrued and unpaid interest of $164 was owed on the notes. During the six months ended June 30, 2023, the notes accrued interest of $3, and on January 30, 2023, the date of the closing of the IPO, total principal of $700 and total accrued and unpaid interest of $167 was owed on the notes.

	Upon the closing of the IPO, all of the principal plus accrued and unpaid interest automatically converted into 160,563 shares of the Company’s common stock based on the conversion price of $5.40, which was 90% of the IPO closing price. As of June 30, 2023, no principal or interest was due on the notes.

(d)	During the years ended December 31, 2019 through 2021, the Company entered into convertible note payable agreements with several shareholders under which the Company borrowed an aggregate amount of $5,369. The notes accrue interest at 5.0% per annum, are unsecured, and are convertible into the Company’s common stock at the price of $12.00 per share, or 90% of the Company’s IPO price, if it were to occur.

	As of December 31, 2022, total principal of $5,369 and total accrued and unpaid interest of $758 was owed on the notes. During the six months ended June 30, 2023, the notes accrued interest of $22, and on January 30, 2023, the date of the closing of the IPO, total principal of $5,369 and total accrued and unpaid interest of $780 was owed on the notes.

PROPERTY AND EQUIPMENT (Tables)

6 Months Ended

Jun. 30, 2023

Property, Plant and Equipment [Abstract]

SCHEDULE OF PROPERTY AND EQUIPMENT

Property and equipment consisted of the following at June 30, 2023 and December 31, 2022:

SCHEDULE OF PROPERTY AND EQUIPMENT

	June 30, 2023			December 31, 2022
Furniture and office equipment	$	148		$	148
Laboratory equipment		2,762			2,762
Computer equipment		127			127
Leasehold improvements		557			557
Construction-in-progress		505			-
Property and equipment, gross		4,099			3,594
Less: accumulated depreciation and amortization		(3,221	)		(2,950	)

Property and equipment, net	$	878		$	644

SUBSEQUENT EVENTS (Details Narrative) - USD ($)	1 Months Ended	6 Months Ended
SUBSEQUENT EVENTS (Details Narrative) - USD ($)	Aug. 11, 2023	Jun. 30, 2023
Subsequent Event [Line Items]
Proceeds from warrant exercises		$ 1,174,000
Exercise of warrants shares		111,828
Warrant Holder [Member] \| Warrant [Member]
Subsequent Event [Line Items]
Exercise of warrants shares		16,666
Exercise price		$ 9.00
Common stock issued		11,666
Subsequent Event [Member] \| Warrant [Member]
Subsequent Event [Line Items]
Exercise of warrants shares	105,943
Subsequent Event [Member] \| Warrant [Member] \| Minimum [Member]
Subsequent Event [Line Items]
Exercise price	$ 9.00
Subsequent Event [Member] \| Warrant [Member] \| Maximum [Member]
Subsequent Event [Line Items]
Exercise price	$ 10.50
Subsequent Event [Member] \| Two Option Holders [Member]
Subsequent Event [Line Items]
Share-based payment arrangement, option, exercise price range, shares exercisable	71,615,000
Stock option, exercise price, increase	$ 6.00
Proceeds from warrant exercises	$ 430,000
Subsequent Event [Member] \| Warrant Holder [Member] \| Warrant [Member]
Subsequent Event [Line Items]
Exercise of warrants shares	168,507
Exercise price	$ 6.00
Common stock issued	127,373
Private Placement [Member] \| Subsequent Event [Member]
Subsequent Event [Line Items]
Proceeds from private placement	$ 2,500

SCHEDULE OF PROPERTY AND EQUIPMENT (Details) - USD ($) $ in Thousands	Jun. 30, 2023	Dec. 31, 2022
Property, Plant and Equipment [Line Items]
Property and equipment, gross	$ 4,099	$ 3,594
Less: accumulated depreciation and amortization	(3,221)	(2,950)
Property and equipment, net	878	644
Furniture and Office Equipment [Member]
Property, Plant and Equipment [Line Items]
Property and equipment, gross	148	148
Laboratory Equipment [Member]
Property, Plant and Equipment [Line Items]
Property and equipment, gross	2,762	2,762
Computer Equipment [Member]
Property, Plant and Equipment [Line Items]
Property and equipment, gross	127	127
Leaseholds and Leasehold Improvements [Member]
Property, Plant and Equipment [Line Items]
Property and equipment, gross	557	557
Construction in Progress [Member]
Property, Plant and Equipment [Line Items]
Property and equipment, gross	$ 505

SCHEDULE OF OUTSTANDING AND EXERCISABLE WARRANTS (Details) - $ / shares	6 Months Ended
	Jun. 30, 2023	Dec. 31, 2022
Share-Based Payment Arrangement, Option, Exercise Price Range [Line Items]
Warrants Outstanding number of outstanding	932,854	725,174
Warrants outstaning weighted average exercise price	$ 7.64	$ 8.24
Warrants exercisable number of outstanding	932,854
Warrants exercisable weighted average exercise price	$ 7.64
Exercise Price Range One [Member]
Share-Based Payment Arrangement, Option, Exercise Price Range [Line Items]
Range of exercise prices, upper limit	$ 3.00
Warrants Outstanding number of outstanding	133,333
Warrants outstanding average remaining contractual life	3 years 8 months 1 day
Warrants outstaning weighted average exercise price	$ 3.00
Warrants exercisable number of outstanding	133,333
Warrants exercisable average remaining contractual life	3 years 8 months 1 day
Warrants exercisable weighted average exercise price	$ 3.00
Exercise Price Range Two [Member]
Share-Based Payment Arrangement, Option, Exercise Price Range [Line Items]
Range of exercise prices, upper limit	$ 10.49
Warrants Outstanding number of outstanding	637,643
Warrants outstanding average remaining contractual life	3 years 14 days
Warrants outstaning weighted average exercise price	$ 7.85
Warrants exercisable number of outstanding	637,643
Warrants exercisable average remaining contractual life	3 years 14 days
Warrants exercisable weighted average exercise price	$ 7.85
Range of exercise prices, lower limit	3.01
Exercise Price Range Three [Member]
Share-Based Payment Arrangement, Option, Exercise Price Range [Line Items]
Range of exercise prices, upper limit	$ 10.50
Warrants Outstanding number of outstanding	161,878
Warrants outstanding average remaining contractual life	2 years 29 days
Warrants outstaning weighted average exercise price	$ 10.50
Warrants exercisable number of outstanding	161,878
Warrants exercisable average remaining contractual life	2 years 29 days
Warrants exercisable weighted average exercise price	$ 10.50
Exercise Price Range Four [Member]
Share-Based Payment Arrangement, Option, Exercise Price Range [Line Items]
Range of exercise prices, upper limit	$ 10.50
Warrants Outstanding number of outstanding	932,854
Warrants outstanding average remaining contractual life	2 years 11 months 15 days
Warrants outstaning weighted average exercise price	$ 7.64
Warrants exercisable number of outstanding	932,854
Warrants exercisable average remaining contractual life	2 years 11 months 15 days
Warrants exercisable weighted average exercise price	$ 7.64
Range of exercise prices, lower limit	$ 3.00

SHAREHOLDERS’ EQUITY

6 Months Ended

Jun. 30, 2023

Equity [Abstract]

SHAREHOLDERS’ EQUITY

NOTE 9 - SHAREHOLDERS’ EQUITY

Preferred Stock

As of December 31, 2022, authorized shares and shares issued and outstanding of the Company’s preferred stock by series were as follows:

SCHEDULE OF PREFERRED STOCK

	Authorized Shares		Issued and Outstanding		Par Value
Series A Preferred Stock		4,500,000		4,500,000		4,500
Series B Preferred Stock		608,000		608,000		608
Series C Preferred Stock		5,000,000		5,000,000		5,000
Series D Preferred Stock		3,000,000		3,000,000		3,000
Series E Preferred Stock		1,591,994		1,591,994		1,592
Series F Preferred Stock		953,000		953,000		953
Series H Preferred Stock		5,000,000		536,000		536
Series I Preferred Stock		2,775,000		2,757,442		2,757
Series J Preferred Stock		2,500,000		1,281,600		1,282
Series K Preferred Stock		4,000,000		1,866,853		1,867
Total		29,927,994		22,094,889		22,095

Upon the closing of the Company’s IPO on January 30, 2023, all of the Company’s 22,094,889 outstanding shares of Series A through Series K preferred stock automatically converted into 8,355,610 shares of common stock, of which 991,172 shares were attributable to conversion price adjustments based on a weighted-average anti-dilution formula.

As of January 30, 2023, earned but undeclared and unpaid Series H dividends were $3,443. Upon the closing of the IPO, the unpaid dividends were automatically converted into 272,101 shares of the Company’s common stock.

In January 2023, the Company’s Certificate of Incorporation with the state of Delaware was amended to change the number of authorized preferred shares from 29,927,994 to 10,000,000.

Common Stock

Authorized Shares

The Company’s Certificate of Incorporation authorizes the Company to issue up to 200,000,000 of its common shares. Holders of shares of common stock have full voting rights, one vote for each share held of record. Shareholders are entitled to receive dividends as may be declared by the Board out of funds legally available therefore and share pro rata in any distributions to shareholders upon liquidation. Shareholders have no conversion, pre-emptive or subscription rights. All outstanding shares of common stock are fully paid and non-assessable. As of June 30, 2023 and December 31, 2022, there were 25,855,511 and 9,126,726 shares of common stock issued and outstanding, respectively.

In January 2023, the Company’s Certificate of Incorporation with the state of Delaware was amended to change the number of authorized common shares from 75,000,000 to 200,000,000.

Common Stock Issued for Cash Upon Closing of the Company’s IPO

On January 30, 2023, the Company completed its underwritten IPO of its common stock, in which the Company issued and sold 2,500,000 shares of its common stock at a public offering price of $6.00 per share. In February 2023, the Company sold an additional 153,000 shares of common stock at $6.00 per share pursuant to the underwriters’ partial exercise of their option to purchase additional shares of common stock. The total gross proceeds of the IPO were $15,918 and the Company raised $12,632 in net proceeds after deducting underwriting discounts and commissions and offering expenses payable by the Company.

Common Stock Issued for Cash Upon Closing of the Company’s Private Placements

On May 12, 2023, the Company entered into a securities purchase agreement (the “PIPE 1 SPA”) with certain investors (the “PIPE 1 Purchasers”), pursuant to which the Company agreed to sell and issue 1,665,213 shares of its common stock in a private placement transaction (the “First Private Placement”). The purchase price per share of common stock was $20.00 per share. The initial closing of the First Private Placement occurred in May 2023 (the “PIPE 1 Initial Closing”) subject to customary closing conditions. The total gross proceeds to the Company at the PIPE 1 Initial Closing from the First Private Placement are expected to be approximately $33,300, including $1,463 from the cancellation of certain of the Company’s bridge loans and accrued interest (see Note 6). Two of the PIPE 1 Purchasers will, and are contractually obligated to, fund up to $17,500 of such PIPE 1 Purchasers’ investment amounts following the PIPE 1 Initial Closing but no later than November 15, 2023. During the six months ended June 30, 2023, the Company received $2,500 of the committed amount of $17,500, and subsequent to June 30, 2023, the Company received another $2,500 of the committed $17,500 (see Note 11). As of June 30, 2023, the Company sold 842,079 shares of its common stock under the PIPE 1 SPA resulting in gross and net proceeds to the Company of $16,842 and $16,342, respectively.

On June 9, 2023, the Company entered into another securities purchase agreement (the “PIPE 2 SPA”, and, together with the PIPE 1 SPA, the “Purchase Agreements”) with certain investors (the “PIPE 2 Purchasers”), pursuant to which the Company agreed to sell and issue 900,000 shares of the Company’s common stock in a private placement transaction (the “Second Private Placement”, and, together with the First Private Placement, the “Private Placements”). The purchase price per share of Common Stock was $20.00 per share. The initial closing of this Second Private Placement occurred in June 2023 (the “PIPE 2 Initial Closing”), subject to customary closing conditions. The total gross proceeds to the Company from the Second Private Placement are expected to be approximately $18,000. One of the PIPE 2 Purchasers will, and is contractually obligated to, fund up to $12,500 of such PIPE 2 Purchaser’s investment amounts following the PIPE 2 Initial Closing, but no later than November 15, 2023. As of June 30, 2023, the Company sold 275,000 shares of its common stock under the PIPE 2 SPA resulting in gross and net proceeds to the Company of $5,500 and $5,300, respectively.

As of June 30, 2023, the Company sold 1,117,079 shares of its common stock under the Purchase Agreements resulting in the total gross and net proceeds to the Company from the First Private Placement and the Second Private Placement of $22,342 and $21,642, respectively.

Grant of Restricted Stock Units

The following table summarizes restricted common stock activity during the six months ended June 30, 2023:

						Weighted
	Number of					Average Grant
	Restricted					Date Fair
	Shares		Fair Value			Value
Non-vested, December 31, 2022		-	$	-			-
Granted		113,500		746			6.57
Vested		-		(627	)		6.57
Forfeited		-		-			-
Non-vested, June 30, 2023		113,500	$	119		$	6.57

On February 17, 2023, the Company’s Board of Directors approved the issuance of a combined total of 113,500 restricted shares of the Company’s common stock to certain of its officers, directors and consultants. The fair value of the shares on the date of grant was $746. All of the shares vested on July 25, 2023, but the shares will be issued to the RSU holders in August 2023. As such, no common shares were issued during the six months ended June 30, 2023. The RSU shares were granted under the Company’s 2022 Equity Incentive Plan.

During the six months ended June 30, 2023, the Company recorded $627 of stock compensation for the fair value vesting of restricted common stock and as of June 30, 2023, unamortized compensation of $119 remained that will be amortized over the remaining vesting period, through July 2023.

Stock Options

In August 2009, the Company’s Board of Directors approved the adoption of the 2009 Equity Incentive Plan (“the 2009 Plan”). The 2009 Plan was initiated to encourage and enable employees, directors and consultants of the Company to acquire and retain a proprietary interest in the Company by ownership of its common stock. A total of 6,166,666 of the authorized shares of the Company’s common stock may be subject to, or issued pursuant to, the terms of the plan. As of June 30, 2023 and December 31, 2022, no shares were available for grant under the 2009 plan.

In September 2018, the Company’s Board of Directors approved the adoption of the 2019 Equity Incentive Plan (“the 2019 Plan”). The 2019 Plan was initiated to encourage and enable employees, directors and consultants of the Company to acquire and retain a proprietary interest in the Company by ownership of its common stock. The 2019 Plan allows for the following types of awards: (i) Incentive Stock Options; (ii) Nonstatutory Stock Options; (iii) Stock Appreciation Rights; (iv) Restricted Stock Awards; (v) Restricted Stock Unit Awards; (vi) Other Stock Awards. The maximum number of shares of our common stock that may be issued under our 2019 Plan is 2,059,073 shares. Outstanding stock awards granted under the 2009 Plan that (i) expire or terminate for any reason prior to exercise or settlement; (ii) are forfeited because of failure to meet a contingency or condition required to vest such shares or otherwise return to us; or (iii) are required or withheld (or not issued) to satisfy a tax withholding obligation in connection with an award or to satisfy the purchase price or exercise price of a stock award can be added to the authorized shares as Returning Shares, not to exceed 3,774,260 shares. The maximum number of shares of our common stock under our 2019 Plan that may be issued is 5,833,333 shares. As of June 30, 2023, a total of 1,632,314 shares were available for grant under the 2019 plan, and a total of 2,686,500 were available for grant under the 2022 plan.

Option exercise prices are set forth in the Grant Notice, without commission or other charge, provided however, that the price per share of the shares subject to the option shall not be less than the greater of (i) 100% of the fair market value of a share of stock on the grant date, or (ii) 110% of the fair market value of a share of stock on the grant date in the case of a Participant then owning more than 10% of the total combined voting power of all classes of stock of the Company or any “subsidiary corporation” of the Company or any “parent corporation” of the Company. Options to employees, directors and consultants generally vest and become exercisable over a period not exceeding four years. Options typically expire ten years after date of grant.

The Company’s policy is to recognize compensation cost for awards with only service conditions on a straight- line basis over the requisite service period for the entire award. Additionally, the Company’s policy is to issue new shares of common stock to satisfy stock option exercises. The Company applied fair value accounting for all share-based payments awards. The fair value of each option granted is estimated on the date of grant using the Black-Scholes option-pricing model.

The table below summarizes the Company’s stock option activities for the six months ended June 30, 2023:

SCHEDULE OF STOCK OPTION ACTIVITY

			Exercise
	Number of		Price Range		Weighted Average
	Option Shares		Per Share		Exercise Price
Balance, December 31, 2022		4,201,019	$	6.00 - 10.50	$	6.09
Granted		—		—		—
Cancelled		—		—		—
Exercised		—		—		—
Expired		—		—		—
Balance, June 30, 2023		4,201,019	$	6.00 - 10.50	$	6.09
Vested and exercisable, June 30, 2023		4,005,267	$	6.00 - 10.50	$	6.10
Unvested, June 30, 2023		195,752	$	6.00	$	6.00

The following table summarizes information concerning outstanding and exercisable options as of June 30, 2023:

		Options Outstanding						Options Exercisable
				Average						Average
				Remaining		Weighted				Remaining		Weighted
Range of Exercise		Number		Contractual Life		Average Exercise		Number		Contractual Life		Average Exercise
Prices		Outstanding		(in years)		Price		Exercisable		(in years)		Price
$	6.00		4,092,887		4.98	$	6.00		3,897,135		4.81	$	6.00
	9.00 - 10.50		108,132		2.31		9.67		108,132		2.31		9.67
$	6.00 - 10.50		4,201,019		4.91	$	6.09		4,005,267		4.74	$	6.10

In September 2022, the Company’s board of directors approved a stock option repricing whereby the exercise prices of previously granted and unexercised options held by certain employees, directors and key advisers with exercise prices between $9.00 and $10.50 per share, would be adjusted (the “Stock Option Repricing”) to equal the initial offering price, contingent and effective upon the completion of the Company’s IPO. In connection with the closing of the IPO, the Stock Option Repricing was completed and the options to purchase 4,092,887 shares of the Company’s common stock, with exercise prices previously between $9.00 and $10.50, were repriced to the initial offering price of $6.00 per share, of which a total of 2,796,400 shares of Common Stock are held by executive officers and directors. The total cost of the repricing was $2,733, of which $2,642 was recorded during the six months ended June 30, 2023, with the remainder of the cost being recorded over the future vesting periods of the options.

During the six months ended June 30, 2023, the Company recorded $467 of stock compensation for the value of all options vesting during the period. As of June 30, 2023, unvested compensation of $1,511 remained that will be amortized over the remaining vesting period, through September 2025. The aggregate intrinsic value for option shares outstanding at June 30, 2023 was $111,765.

At the time of the issuances of stock options, the Company believed the Company’s estimates of the fair value for financial reporting purposes of the Company’s common stock were reasonable and consistent with the Company’s understanding of how similarly situated companies in the industry were valued.

Stock Warrants

The table below summarizes the Company’s warrants activities for the six months ended June 30, 2023:

SCHEDULE OF WARRANTS ACTIVITY

				Exercise
	Number of			Price Range		Weighted Average
	Warrant Shares			Per Share		Exercise Price
Balance, December 31, 2022		725,174		$	3.00 - 10.50	$	8.24
Granted		340,972			5.40 - 10.50		7.40
Cancelled		(36	)		9.00		9.00
Exercised		(128,494	)		9.00 – 10.50		10.31
Expired		(4,762	)		10.50		10.50
Balance, June 30, 2023		932,854		$	3.00 - 10.50	$	7.64
Vested and exercisable, June 30, 2023		932,854		$	3.00 - 10.50	$	7.64

The following table summarizes information concerning outstanding and exercisable warrants as of June 30, 2023:

		Warrants Outstanding						Warrants Exercisable
				Average						Average
				Remaining		Weighted				Remaining		Weighted
Range of Exercise		Number		Contractual Life		Average		Number		Contractual Life		Average Exercise
Prices		Outstanding		(in years)		Exercise Price		Exercisable		(in years)		Price
$	3.00		133,333		3.67	$	3.00		133,333		3.67	$	3.00
	3.01 – 10.49		637,643		3.04		7.85		637,643		3.04		7.85
	10.50		161,878		2.08		10.50		161,878		2.08		10.50
$	3.00 – 10.50		932,854		2.96	$	7.64		932,854		2.96	$	7.64

Upon the closing of the IPO and the overallotment exercises, the Company agreed to issue to the underwriters, warrants entitling them to purchase up to 184,703 shares of the Company’s common stock. The warrants have an exercise price of $6.00 per share and expire on the fifth anniversary of the closing date of the IPO, or January 2028.

During the six months ended June 30, 2023, the Company granted warrants to certain of its lenders to purchase up to 44,441 shares of the Company’s common stock (see Note 6). The warrants have an exercise price of $5.40 per share and expire three years from the date of the grant.

During the six months ended June 30, 2023, the Company granted warrants to certain of its lenders to purchase up to 111,828 shares of the Company’s common stock. The warrants have an exercise price of $10.50 per share and expire in April 2023. The Company calculated the aggregate fair value of the warrants on the date of grant to be $3,110 using a Black-Scholes pricing model. As all of the debt converted during the six months ended June 30, 2023, the value of the warrants was recorded as a financing cost during the same period. During the six months ended June 30, 2023, the 111,828 shares were exercised for proceeds of $1,174.

During the six months ended June 30, 2023, a warrant holder completed a cashless exercise of a warrant to purchase 16,666 shares of common stock at an exercise price of $9.00 per share . Pursuant to this exercise, the warrant holder received 11,666 shares of the Company’s common stock.

The aggregate intrinsic value for warrant shares outstanding at June 30, 2023 was $16,917.

- Definition

The entire disclosure for equity.

+ References

Reference 1: http://www.xbrl.org/2003/role/disclosureRef
-Topic 505
-SubTopic 10
-Name Accounting Standards Codification
-Section 50
-Paragraph 13
-Subparagraph (b)
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147481112/505-10-50-13

Reference 2: http://www.xbrl.org/2003/role/disclosureRef
-Topic 505
-SubTopic 10
-Name Accounting Standards Codification
-Section 50
-Paragraph 13
-Subparagraph (h)
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147481112/505-10-50-13

Reference 3: http://www.xbrl.org/2003/role/disclosureRef
-Topic 505
-SubTopic 10
-Name Accounting Standards Codification
-Section 50
-Paragraph 14
-Subparagraph (b)
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147481112/505-10-50-14

Reference 4: http://www.xbrl.org/2003/role/disclosureRef
-Topic 946
-SubTopic 235
-Name Accounting Standards Codification
-Section 50
-Paragraph 2
-Subparagraph (a)
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147481062/946-235-50-2

Reference 5: http://www.xbrl.org/2003/role/disclosureRef
-Topic 946
-SubTopic 235
-Name Accounting Standards Codification
-Section 50
-Paragraph 2
-Subparagraph (d)
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147481062/946-235-50-2

Reference 6: http://www.xbrl.org/2003/role/disclosureRef
-Topic 946
-SubTopic 505
-Name Accounting Standards Codification
-Section 50
-Paragraph 6
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147481004/946-505-50-6

Reference 7: http://www.xbrl.org/2003/role/disclosureRef
-Topic 815
-SubTopic 40
-Name Accounting Standards Codification
-Section 50
-Paragraph 6
-Subparagraph (a)
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147480237/815-40-50-6

Reference 8: http://www.xbrl.org/2003/role/disclosureRef
-Topic 505
-SubTopic 10
-Name Accounting Standards Codification
-Section S99
-Paragraph 1
-Subparagraph (SX 210.3-04)
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147480008/505-10-S99-1

Reference 9: http://www.xbrl.org/2003/role/disclosureRef
-Topic 235
-SubTopic 10
-Name Accounting Standards Codification
-Section S99
-Paragraph 1
-Subparagraph (SX 210.4-08(e)(1))
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147480678/235-10-S99-1

Reference 10: http://fasb.org/us-gaap/role/ref/legacyRef
-Topic 505
-Name Accounting Standards Codification
-Publisher FASB
-URI https://asc.fasb.org//505/tableOfContent

Reference 11: http://www.xbrl.org/2003/role/disclosureRef
-Topic 505
-SubTopic 10
-Name Accounting Standards Codification
-Section 50
-Paragraph 13
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147481112/505-10-50-13

Reference 12: http://www.xbrl.org/2003/role/disclosureRef
-Topic 505
-SubTopic 10
-Name Accounting Standards Codification
-Section 50
-Paragraph 13
-Subparagraph (g)
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147481112/505-10-50-13

Reference 13: http://www.xbrl.org/2003/role/disclosureRef
-Topic 505
-SubTopic 10
-Name Accounting Standards Codification
-Section 50
-Paragraph 13
-Subparagraph (i)
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147481112/505-10-50-13

Reference 14: http://www.xbrl.org/2003/role/disclosureRef
-Topic 505
-SubTopic 10
-Name Accounting Standards Codification
-Section 50
-Paragraph 14
-Subparagraph (a)
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147481112/505-10-50-14

Reference 15: http://www.xbrl.org/2003/role/disclosureRef
-Topic 505
-SubTopic 10
-Name Accounting Standards Codification
-Section 50
-Paragraph 14
-Subparagraph (c)
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147481112/505-10-50-14

Reference 16: http://www.xbrl.org/2003/role/disclosureRef
-Topic 505
-SubTopic 10
-Name Accounting Standards Codification
-Section 50
-Paragraph 16
-Subparagraph (b)
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147481112/505-10-50-16

Reference 17: http://www.xbrl.org/2003/role/disclosureRef
-Topic 505
-SubTopic 10
-Name Accounting Standards Codification
-Section 50
-Paragraph 18
-Subparagraph (a)
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147481112/505-10-50-18

Reference 18: http://www.xbrl.org/2003/role/disclosureRef
-Topic 505
-SubTopic 10
-Name Accounting Standards Codification
-Section 50
-Paragraph 18
-Subparagraph (b)
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147481112/505-10-50-18

Reference 19: http://www.xbrl.org/2003/role/disclosureRef
-Topic 505
-SubTopic 10
-Name Accounting Standards Codification
-Section 50
-Paragraph 18
-Subparagraph (d)
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147481112/505-10-50-18

+ Details

SHAREHOLDERS’ EQUITY (Details Narrative) - USD ($)								1 Months Ended				6 Months Ended
SHAREHOLDERS’ EQUITY (Details Narrative) - USD ($)	Jun. 09, 2023	Jun. 09, 2023	May 12, 2023	May 12, 2023	Feb. 17, 2023	Jan. 30, 2023	Sep. 30, 2018	Aug. 11, 2023	Feb. 28, 2023	Sep. 30, 2022	Sep. 30, 2018	Jun. 30, 2023	Jun. 30, 2022	Mar. 31, 2023	Jan. 31, 2023	Dec. 31, 2022	Aug. 31, 2009
Class of Stock [Line Items]
Preferred stock, shares outstanding																22,094,889
Conversion of common stock						8,355,610
Conversion price adjustment						991,172
Preferred stock, shares authorized																29,927,994
Common stock, shares authorized												200,000,000		200,000,000		200,000,000
Common stock, shares outstanding												25,855,511				9,126,726
Gross proceeds of the IPO												$ 14,503,000
Gross proceeds from common stock												$ 21,642,000
Issuance of restricted shares												113,500
Fair value granted												$ 746,000
Stock compensation												627,000
Unamortized compensation												$ 119,000
Fair market value of shares percentage, description												(i) 100% of the fair market value of a share of stock on the grant date, or (ii) 110% of the fair market value of a share of stock on the grant date in the case of a Participant then owning more than 10% of the total combined voting power of all classes of stock of the Company or any “subsidiary corporation” of the Company or any “parent corporation” of the Company.
Repricing costs										$ 2,733,000		$ 2,642,000
Share compensation												467,000
Unvested compensation												1,511,000
Aggregate intrinsic value outstanding												$ 111,765,000
Exercise of warrants shares												111,828
Fair value of warrants												$ 3,110,000
Proceeds from warrant exercises												1,174,000
Aggregate intrinsic value of warrants												16,917,000
Warrant [Member]
Class of Stock [Line Items]
Fair value of warrants												$ 3,110,000
Exercise Price Range Two [Member]
Class of Stock [Line Items]
Range of exercise prices, lower limit												$ 9.00
Range of exercise prices, upper limit												$ 10.50
Options outstanding number of outstanding												108,132
Exercise Price Range One [Member]
Class of Stock [Line Items]
Range of exercise prices, upper limit												$ 6.00
Options outstanding number of outstanding												4,092,887
2009 Equity Incentive Plan [Member]
Class of Stock [Line Items]
Common stock shares authorized																	6,166,666
Additional shares authorized							3,774,260
2019 Equity Incentive Plan [Member]
Class of Stock [Line Items]
Shares of common stock issued											2,059,073
Shares available for grant												1,632,314
2022 Plan [Member]
Class of Stock [Line Items]
Shares available for grant												2,686,500
Director [Member]
Class of Stock [Line Items]
Issuance of restricted shares					113,500
Fair value granted					$ 746,000
Executive Officers and Directors [Member] \| Exercise Price Range One [Member]
Class of Stock [Line Items]
Options outstanding number of outstanding												2,796,400
Lender [Member]
Class of Stock [Line Items]
Exercise of warrants shares												111,828
Exercise price												$ 10.50
Lender [Member] \| Warrant [Member]
Class of Stock [Line Items]
Exercise of warrants shares												44,441
Exercise price												$ 5.40
Warrant Holder [Member] \| Warrant [Member]
Class of Stock [Line Items]
Exercise of warrants shares												16,666
Exercise price												$ 9.00
Common stock issued												11,666
Subsequent Event [Member] \| Warrant [Member]
Class of Stock [Line Items]
Exercise of warrants shares								105,943
Subsequent Event [Member] \| Warrant Holder [Member] \| Warrant [Member]
Class of Stock [Line Items]
Exercise of warrants shares								168,507
Exercise price								$ 6.00
Common stock issued								127,373
IPO [Member]
Class of Stock [Line Items]
Sale of stock, shares						2,500,000			153,000
Sale of share price						$ 6.00			$ 6.00
Gross proceeds of the IPO									$ 15,918,000			$ 34,274,000
Proceeds after deducting underwriting discounts and commissions and offering expenses payable									$ 12,632,000
IPO [Member] \| Warrant [Member]
Class of Stock [Line Items]
Exercise of warrants shares												184,703
Exercise price												$ 6.00
Private Placement [Member]
Class of Stock [Line Items]
Sale of stock, shares				1,665,213
Gross proceeds from common stock												$ 22,342
Shares, Issued												1,117,079
Net proceeds from common stock												$ 21,642
Private Placement [Member] \| Subsequent Event [Member]
Class of Stock [Line Items]
Received amount on investment								$ 2,500
Private Placement [Member] \| May 12 2023 [Member]
Class of Stock [Line Items]
Sale of stock, shares												842,079
Sale of share price			$ 20.00	$ 20.00
Gross proceeds from common stock			$ 33,300
Cancellation of bridge loan and accrued interest			1,463,000	$ 1,463,000
Contractual obligation			17,500	$ 17,500
Received amount on investment												$ 2,500
Committed amount												$ 17,500
Gross proceeds from common stock			16,842
Net proceeds from common stock			$ 16,342
Private Placement [Member] \| May 12 2023 [Member] \| Subsequent Event [Member]
Class of Stock [Line Items]
Received amount on investment								2,500
Committed amount								$ 17,500
Private Placement [Member] \| June 9 2023 [Member]
Class of Stock [Line Items]
Sale of stock, shares	900,000											275,000
Sale of share price	$ 20.00	$ 20.00
Gross proceeds from common stock		$ 18,000
Contractual obligation	$ 12,500	$ 12,500
Gross proceeds from common stock												$ 5,500
Net proceeds from common stock												$ 5,300
Minimum [Member]
Class of Stock [Line Items]
Preferred stock, shares authorized															29,927,994
Common stock, shares authorized															75,000,000
Minimum [Member] \| Subsequent Event [Member] \| Warrant [Member]
Class of Stock [Line Items]
Exercise price								$ 9.00
Maximum [Member]
Class of Stock [Line Items]
Preferred stock, shares authorized															10,000,000
Common stock, shares authorized															200,000,000
Maximum [Member] \| 2019 Equity Incentive Plan [Member]
Class of Stock [Line Items]
Shares of common stock issued											5,833,333
Maximum [Member] \| Subsequent Event [Member] \| Warrant [Member]
Class of Stock [Line Items]
Exercise price								$ 10.50
Series A Through K Preferred Stock [Member]
Class of Stock [Line Items]
Preferred stock, shares outstanding						22,094,889						0				22,094,889
Preferred stock, shares authorized												10,000,000				10,000,000
Series H Preferred Stock [Member]
Class of Stock [Line Items]
Preferred stock, shares outstanding																536,000
Conversion price adjustment						272,101
Undeclared and unpaid shares earned						$ 3,443,000
Preferred stock, shares authorized																5,000,000

SCHEDULE OF CONVERTIBLE NOTES PAYABLE (Details) - USD ($) $ in Thousands	Jun. 30, 2023	Dec. 31, 2022
Short-Term Debt [Line Items]
Convertible notes payable, net		$ 8,524
Less: debt discount		(541)
Convertible Notes Payable [Member]
Short-Term Debt [Line Items]
Convertible notes payable, net		$ 9,065

PROPERTY AND EQUIPMENT

6 Months Ended

Jun. 30, 2023

Property, Plant and Equipment [Abstract]

PROPERTY AND EQUIPMENT

NOTE 3 - PROPERTY AND EQUIPMENT

Property and equipment consisted of the following at June 30, 2023 and December 31, 2022:

SCHEDULE OF PROPERTY AND EQUIPMENT

	June 30, 2023			December 31, 2022
Furniture and office equipment	$	148		$	148
Laboratory equipment		2,762			2,762
Computer equipment		127			127
Leasehold improvements		557			557
Construction-in-progress		505			-
Property and equipment, gross		4,099			3,594
Less: accumulated depreciation and amortization		(3,221	)		(2,950	)

Property and equipment, net	$	878		$	644

Depreciation expense for the six months ended June 30, 2023 and 2022 was $271 and $277, respectively.

NOTES PAYABLE – SHAREHOLDERS (Tables)

6 Months Ended

Jun. 30, 2023

Notes Payable Shareholders

SCHEDULE OF WARRANTS

Exercise price	$	6.00
Expected dividends		—
Expected volatility		96.0	%
Risk free interest rate		3.50	%
Life of the warrants		3.0

SCHEDULE OF CONVERTIBLE NOTES PAYABLE TO SHAREHOLDERS (Details) (Parenthetical) - USD ($)
$ / shares in Units, $ in Thousands

1 Months Ended

6 Months Ended

Jan. 30, 2023

May 31, 2018

Jun. 30, 2023

Dec. 31, 2022

Dec. 31, 2021

Dec. 31, 2019

Apr. 30, 2018

Dec. 31, 2016

Apr. 30, 2016

$ 65

$ 15,407

$ 69

Warrants to purchase shares

73,134

111,828

Convertible Notes Payable Shareholder One [Member]

$ 7,778

$ 65

^[1]

7,838

^[1]

$ 7,988

8.00%

$ 6.78

Payment on accrued and unpaid interest

$ 2,867

$ 60

2,890

Repayment of debt

Nonconvertible accrued and unpaid interest

Notes payable

$ 58

Convertible Notes Payable Shareholder One [Member] | Series K Preferred Stock [Member]

1,554,814

Convertible Notes Payable Shareholder Two [Member]

$ 25.73

$ 1,500

^[2]

1,500

^[2]

$ 2,661

11.51%

$ 6.78

Accrued and unpaid loan fees owed on notes

303,835

Accrued loan fees

$ 10

$ 570

560

Convertible Notes Payable Shareholder Three [Member]

$ 700

^[3]

700

^[3]

$ 700

5.00%

$ 5.40

$ 12.00

$ 167

164

Initial public offering closing price

160,563

90.00%

Convertible Notes Payable Shareholder Four [Member]

$ 5,369

^[4]

5,369

^[4]

$ 5,369

5.00%

$ 5.40

$ 12.00

$ 780

$ 758

$ 22