0001493152-24-011946 | 10-K | XBRL Viewer

CONVERTIBLE NOTES PAYABLE – SHAREHOLDERS

12 Months Ended

Dec. 31, 2023

Convertible Notes Payable Shareholders

CONVERTIBLE NOTES PAYABLE – SHAREHOLDERS

NOTE 9 – CONVERTIBLE NOTES PAYABLE – SHAREHOLDERS

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

		December 31, 2023		December 31, 2022
Convertible notes payable - shareholders (a)	(a)	$	—	$	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
			—		15,407
Less: current portion			—		(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, were unsecured and were 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 year ended December 31, 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.

During the year ended December 31, 2023, the Company repaid $25 of principal and $20 of accrued interest on the notes payable, and total principal of $40 and total accrued interest of $38 were converted into 2,094 shares of the Company’s common stock. As of December 31, 2023, no principal or interest was owed on the notes.

(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 were due monthly. In May 2018, the note was amended to include a provision under which the loan would accrue $10 per month of loan fees through the date the loan was repaid or was converted into the Company’s common stock. The loan fees could 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 year ended December 31, 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 were 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 December 31, 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 year ended December 31, 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 December 31, 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 year ended December 31, 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.

Upon the closing of the IPO, all of the principal plus accrued and unpaid interest automatically converted into 1,134,063 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 December 31, 2023, no principal or interest was due on the notes. During the year ended December 31, 2023, the Company issued the shareholders stock warrants to purchase up to 217,771 shares of the Company’s common stock at exercise prices of $9.00 and $10.50. All of the warrant shares were exercised during the year ended December 31, 2023.

INCOME TAXES (Details Narrative) - USD ($)	Dec. 31, 2023	Dec. 31, 2022
Operating Loss Carryforwards [Line Items]
Federal income tax net operating loss carryforwards	$ 160,000	$ 132,000
California income tax net operating loss carryforwards	134,000	$ 106,000
Operating loss carryforwards	22,330
Domestic Tax Authority [Member]
Operating Loss Carryforwards [Line Items]
Research and development tax credits	2,579
State and Local Jurisdiction [Member]
Operating Loss Carryforwards [Line Items]
Research and development tax credits	$ 1,970

NOTES PAYABLE – SHAREHOLDERS (Tables)

12 Months Ended

Dec. 31, 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 CHANGES IN ESTIMATED FAIR VALUE OF WARRANT LIABILITIES

	Years Ended December 31,
	2023			2022
Beginning balance	$	169		$	-
Recognition of warrant liabilities		-			169
Change in fair value		-			-
Extinguishment		(169	)		-
Ending balance	$	-		$	169

Balance Sheets - USD ($) $ in Thousands	Dec. 31, 2023	Dec. 31, 2022
Current Assets
Cash and cash equivalents	$ 9,418	$ 397
Short-term investments	13,773
Prepaid expenses and other current assets	1,012	1,495
Total Current Assets	24,203	1,892
Property and equipment, net	1,170	644
Right of use assets	2,428	1,335
Deferred offering costs		1,568
Other assets	92	92
Total Other Assets	3,690	3,639
TOTAL ASSETS	27,893	5,531
Current Liabilities
Accounts payable and accrued expenses	3,784	6,775
Accrued payroll and payroll taxes	2,117	2,852
Accrued interest payable		1,178
Accrued interest payable - director and shareholders		3,817
Deferred revenue		170
Warrant liabilities		169
Lease liability, current portion	653	266
Notes payable - shareholders, net of debt discount of $108 in 2022		992
Convertible notes payable - shareholders, current portion		15,407
Total Current Liabilities	6,554	31,626
Long-term Liabilities
Lease liability, long-term portion	1,866	1,164
Convertible notes payable, net of debt discount of $541 in 2022		8,524
Total Long-term Liabilities	1,866	9,688
Total Liabilities	8,420	41,314
Shareholders’ Equity (Deficit)
Preferred stock, Series A through K, par value $0.001, 10,000,000 shares authorized as of 12/31/2023 and 29,927,994 authorized as of 12/31/2022; no shares and 22,094,889 shares issued and outstanding, respectively;		22
Common stock, par value $0.001, 200,000,000 shares authorized; 26,788,986 and 9,126,726 shares issued and outstanding, respectively	27	9
Treasury stock, 433,333 shares, at cost	(433)	(433)
Additional paid-in capital	241,389	154,401
Accumulated other comprehensive income	14	2
Accumulated deficit	(221,524)	(189,784)
Total Shareholders’ Equity (Deficit)	19,473	(35,783)
TOTAL LIABILITIES AND SHAREHOLDERS’ EQUITY (DEFICIT)	$ 27,893	$ 5,531

Statements of Shareholders' Equity (Deficit) - USD ($) $ in Thousands	Series A Through K Preferred Stock [Member] Preferred Stock [Member]	Common Stock [Member]	Treasury Stock, Common [Member]	Additional Paid-in Capital [Member]	AOCI Attributable to Parent [Member]	Retained Earnings [Member]	Total
Balance at Dec. 31, 2021	$ 22	$ 9	$ (433)	$ 151,866	$ 2	$ (184,577)	$ (33,111)
Balance, shares at Dec. 31, 2021	22,094,889	9,110,060	(433,333)
Stock compensation				2,415			2,415
Issuance of common shares upon exercise of stock warrants				120			120
Issuance of common shares upon exercise of stock warrants, shares		16,666
Net loss						(5,207)	$ (5,207)
Issuance of common shares upon exercise of stock options, shares
Balance at Dec. 31, 2022	$ 22	$ 9	$ (433)	154,401	2	(189,784)	$ (35,783)
Balance, shares at Dec. 31, 2022	22,094,889	9,126,726	(433,333)
Stock compensation				2,515			2,515
Issuance of common shares upon exercise of stock warrants		$ 1		2,988			2,989
Issuance of common shares upon exercise of stock warrants, shares		528,756
Net loss						(28,297)	(28,297)
Unrealized gain on short-term investments					12		12
Issuance of common shares upon the closing of the initial public offering, net of offering costs		$ 3		12,629			12,632
Issuance of common shares upon the closing of the initial public offering, net of offering costs, shares		2,653,000
Issuance of common shares upon the closing of private financings, net of offering costs		$ 2		25,140			25,142
Issuance of common shares upon the closing of private financings, net of offering costs, shares		1,292,079
Issuance of common shares upon conversion of preferred stock	$ (22)	$ 8		14
Issuance of common shares upon conversion of preferred stock, shares	(22,094,889)	8,359,143
Issuance of common shares upon conversion of convertible notes payable, accrued interest and loan fees		$ 4		29,970			29,974
Issuance of common shares upon conversion of convertible notes payable, accrued interest and loan fees, shares		4,137,760
Issuance of common shares upon conversion of preferred stock dividends payable				3,443		(3,443)
Issuance of common shares upon conversion of preferred stock dividends payable, shares		272,101
Fair value of vested restricted stock units				940			940
Fair value of vested restricted stock units , shares		113,500
Cost of stock option repricing				2,689			2,689
Reclassification of warrant liabilities upon the closing of the initial public offering				169			169
Fair value of warrants issued in connection with the the conversion of convertible notes payable				3,152			3,152
Conversion of notes payable-shareholders and accrued interest				1,865			1,865
Conversion of notes payable-shareholders and accrued interest, shares		73,134
Issuance of common shares upon exercise of stock options				1,474			$ 1,474
Issuance of common shares upon exercise of stock options, shares		232,787					232,787
Balance at Dec. 31, 2023		$ 27	$ (433)	$ 241,389	$ 14	$ (221,524)	$ 19,473
Balance, shares at Dec. 31, 2023		26,788,986	(433,333)

SCHEDULE OF WARRANTS (Details) - $ / shares	12 Months Ended
SCHEDULE OF WARRANTS (Details) - $ / shares	Dec. 31, 2023	Dec. 31, 2022
Expected dividends
Expected volatility	100.00%
Risk free interest rate		0.34%
Warrant [Member]
Exercise price	$ 6.00
Expected dividends
Expected volatility	96.00%
Risk free interest rate	3.50%
Life of the warrants	3 years

CONVERTIBLE NOTES PAYABLE

12 Months Ended

Dec. 31, 2023

Debt Disclosure [Abstract]

CONVERTIBLE NOTES PAYABLE

NOTE 10 – CONVERTIBLE NOTES PAYABLE

Convertible notes payable consisted of the following as of December 31, 2023 and 2022:

SCHEDULE OF CONVERTIBLE NOTES PAYABLE

	December 31, 2023		December 31, 2022
Convertible note payable	$	-	$	9,065
Less: debt discount		-		(541	)
Convertible notes payable, net	$	-	$	8,524

During the years ended December 31, 2020 and 2021, the Company entered into convertible note payable agreements with an investing group under which the Company borrowed an aggregate amount of $9,065. The notes accrue interest at 6.0% per annum, are unsecured, and are convertible into the Company’s common stock at the price of $10.50 per share. In consideration for the notes, the Company issued the noteholder stock warrants to purchase up to 146,641 shares of its common stock with an exercise price of $10.50 per share. The warrants expire in September 2025. During the year ended December 31, 2023, all of the warrant shares were exercised with a cashless exercise and the Company issued 70,265 shares of its common stock to the note holder relating to the exercise (see Note 13).

As of December 31, 2022, the Company owed $9,065 of principal on the notes and $1,178 of accrued and unpaid interest. During the year ended December 31, 2023, the notes accrued interest of $45, and on January 30, 2023, the date of the closing of the IPO, total principal of $9,065 and total accrued and unpaid interest of $1,223 was owed on the notes.

The Company calculated the relative fair value of the warrants issued to the noteholder and recognized a debt discount at the date of issuance. The note discount is being amortized over the term of the note and the unamortized portion is recognized as a reduction to the carrying amount of the note (a valuation debt discount). As of December 31, 2022, the notes had an unamortized debt discount balance of $541. During the year ended December 31, 2023, the Company amortized $541 of debt discount, leaving no unamortized balance at December 31, 2023.

Upon the closing of the IPO, all of the principal plus accrued and unpaid interest automatically converted into 979,619 shares of the Company’s common stock based on the conversion price of $10.50 per share. As of December 31, 2023, no principal or interest was due on the notes.

- Definition

The entire disclosure for information about short-term and long-term debt arrangements, which includes amounts of borrowings under each line of credit, note payable, commercial paper issue, bonds indenture, debenture issue, own-share lending arrangements and any other contractual agreement to repay funds, and about the underlying arrangements, rationale for a classification as long-term, including repayment terms, interest rates, collateral provided, restrictions on use of assets and activities, whether or not in compliance with debt covenants, and other matters important to users of the financial statements, such as the effects of refinancing and noncompliance with debt covenants.

+ References

Reference 1: http://www.xbrl.org/2003/role/disclosureRef
-Topic 470
-SubTopic 20
-Name Accounting Standards Codification
-Section 50
-Paragraph 1B
-Subparagraph (h)
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147481139/470-20-50-1B

Reference 2: http://www.xbrl.org/2003/role/disclosureRef
-Topic 235
-SubTopic 10
-Name Accounting Standards Codification
-Section S99
-Paragraph 1
-Subparagraph (SX 210.4-08(c))
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147480678/235-10-S99-1

Reference 3: http://fasb.org/us-gaap/role/ref/legacyRef
-Topic 470
-Name Accounting Standards Codification
-Publisher FASB
-URI https://asc.fasb.org//470/tableOfContent

Reference 4: http://www.xbrl.org/2003/role/disclosureRef
-Topic 470
-SubTopic 20
-Name Accounting Standards Codification
-Section 50
-Paragraph 1B
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147481139/470-20-50-1B

Reference 5: http://www.xbrl.org/2003/role/disclosureRef
-Topic 470
-SubTopic 20
-Name Accounting Standards Codification
-Section 50
-Paragraph 1B
-Subparagraph (g)
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147481139/470-20-50-1B

Reference 6: http://www.xbrl.org/2003/role/disclosureRef
-Topic 470
-SubTopic 20
-Name Accounting Standards Codification
-Section 50
-Paragraph 1B
-Subparagraph (i)
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147481139/470-20-50-1B

Reference 7: http://www.xbrl.org/2003/role/disclosureRef
-Topic 470
-SubTopic 20
-Name Accounting Standards Codification
-Section 50
-Paragraph 1C
-Subparagraph (a)
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147481139/470-20-50-1C

Reference 8: http://www.xbrl.org/2003/role/disclosureRef
-Topic 470
-SubTopic 20
-Name Accounting Standards Codification
-Section 50
-Paragraph 1C
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-Publisher FASB
-URI https://asc.fasb.org//1943274/2147481139/470-20-50-1C

Reference 9: http://www.xbrl.org/2003/role/disclosureRef
-Topic 470
-SubTopic 20
-Name Accounting Standards Codification
-Section 50
-Paragraph 1C
-Subparagraph (c)
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147481139/470-20-50-1C

Reference 10: http://www.xbrl.org/2003/role/disclosureRef
-Topic 470
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-Name Accounting Standards Codification
-Section 50
-Paragraph 1E
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-Publisher FASB
-URI https://asc.fasb.org//1943274/2147481139/470-20-50-1E

Reference 11: http://www.xbrl.org/2003/role/disclosureRef
-Topic 470
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-Name Accounting Standards Codification
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-Paragraph 1I
-Subparagraph (a)
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147481139/470-20-50-1I

Reference 12: http://www.xbrl.org/2003/role/disclosureRef
-Topic 470
-SubTopic 20
-Name Accounting Standards Codification
-Section 50
-Paragraph 1I
-Subparagraph (b)
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147481139/470-20-50-1I

Reference 13: http://www.xbrl.org/2003/role/disclosureRef
-Topic 470
-SubTopic 20
-Name Accounting Standards Codification
-Section 50
-Paragraph 1I
-Subparagraph (d)
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147481139/470-20-50-1I

+ Details

INCOME TAX RECONCILIATION BASED ON FEDERAL STATUTORY RATE (Details) - USD ($) $ in Thousands	12 Months Ended
	Dec. 31, 2023	Dec. 31, 2022
Income Tax Disclosure [Abstract]
Statutory federal income tax rate of 21% applied to loss before income taxes	$ (5,942)	$ (1,093)
State income tax rate of 7%, net of federal benefit	(2,017)	(364)
Foreign income taxes		1,100
Convertible note interest		12
Other temporary differences	(83)	1,339
Change in valuation allowance	8,042	106
Total income tax expense		$ 1,100

- Definition

Amount of current income tax expense (benefit) and deferred income tax expense (benefit) pertaining to continuing operations.

+ References + Details

SCHEDULE OF OUTSTANDING AND EXERCISABLE WARRANTS (Details) - $ / shares	12 Months Ended
	Dec. 31, 2023	Dec. 31, 2022	Dec. 31, 2021
Share-Based Payment Arrangement, Option, Exercise Price Range [Line Items]
Warrants Outstanding number of outstanding	512,759	725,174	823,123
Warrants outstaning weighted average exercise price	$ 7.14	$ 8.24	$ 7.56
Warrants exercisable number of outstanding	512,759
Warrants exercisable weighted average exercise price	$ 7.14
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 2 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 2 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	375,617
Warrants outstanding average remaining contractual life	2 years 2 months 26 days
Warrants outstaning weighted average exercise price	$ 8.57
Warrants exercisable number of outstanding	375,617
Warrants exercisable average remaining contractual life	2 years 2 months 26 days
Warrants exercisable weighted average exercise price	$ 8.57
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	3,809
Warrants outstanding average remaining contractual life	3 months 21 days
Warrants outstaning weighted average exercise price	$ 10.50
Warrants exercisable number of outstanding	3,809
Warrants exercisable average remaining contractual life	3 months 21 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	512,759
Warrants outstanding average remaining contractual life	2 years 5 months 15 days
Warrants outstaning weighted average exercise price	$ 7.14
Warrants exercisable number of outstanding	512,759
Warrants exercisable average remaining contractual life	2 years 5 months 15 days
Warrants exercisable weighted average exercise price	$ 7.14
Range of exercise prices, lower limit	$ 3.00

Insider Trading Arrangements	3 Months Ended
Insider Trading Arrangements	Dec. 31, 2023 shares
Trading Arrangements, by Individual [Table]
Non-Rule 10b51 Arrangement Adopted	true
Non-Rule 10b51 Arrangement Adopted	true
John Thomas [Member]
Trading Arrangements, by Individual [Table]
Trading Arrangement, Individual Name	John Thomas
Trading Arrangement, Individual Title	Director
Trading Arrangement Adoption Date	11/21/2023
Trading Arrangement, Securities Aggregate Available Amount	66,333
Trading Arrangement Expiration Date	06/30/2024
James Tyree [Member]
Trading Arrangements, by Individual [Table]
Trading Arrangement, Individual Name	James Tyree
Trading Arrangement, Individual Title	Director
Trading Arrangement Adoption Date	12/13/2023
Trading Arrangement, Securities Aggregate Available Amount	26,730
Trading Arrangement Expiration Date	09/15/2024
Sean Ryder [Member]
Trading Arrangements, by Individual [Table]
Trading Arrangement, Individual Name	Sean Ryder
Trading Arrangement, Individual Title	General Counsel & Corporate Secretary
Trading Arrangement Adoption Date	11/21/2023
Trading Arrangement, Securities Aggregate Available Amount	15,000
Trading Arrangement Expiration Date	05/21/2024
Paul Scigalla [Member]
Trading Arrangements, by Individual [Table]
Trading Arrangement, Individual Name	Paul Scigalla
Trading Arrangement, Individual Title	Chief Medical Officer
Trading Arrangement Adoption Date	12/12/2023
Trading Arrangement, Securities Aggregate Available Amount	108,555
Trading Arrangement Expiration Date	08/27/2024
Thomas Zindrick [Member]
Trading Arrangements, by Individual [Table]
Trading Arrangement, Individual Name	Thomas Zindrick3
Trading Arrangement, Individual Title	President & CEO
Trading Arrangement Adoption Date	12/14/2023
Trading Arrangement, Securities Aggregate Available Amount	142,390
Trading Arrangement Expiration Date	08/15/2024

SCHEDULE OF CONVERTIBLE NOTES PAYABLE TO SHAREHOLDERS (Details) - USD ($)
$ in Thousands

Dec. 31, 2023

Jan. 30, 2023

Dec. 31, 2022

Dec. 31, 2021

Apr. 30, 2018

Dec. 31, 2016

Apr. 30, 2016

Short-Term Debt [Line Items]

Convertible notes payable - shareholders

$ 15,407

Less: current portion

(15,407)

Convertible notes payable – shareholders – long - term portion

Convertible Notes Payable Shareholder One [Member]

Short-Term Debt [Line Items]

Convertible notes payable - shareholders

^[1]

$ 7,778

7,838

^[1]

$ 7,988

Less: current portion

(40)

Convertible Notes Payable Shareholder Two [Member]

Short-Term Debt [Line Items]

Convertible notes payable - shareholders

^[2]

1,500

^[2]

$ 2,661

Convertible Notes Payable Shareholder Three [Member]

Short-Term Debt [Line Items]

Convertible notes payable - shareholders

^[3]

700

^[3]

$ 700

Convertible Notes Payable Shareholder Four [Member]

Short-Term Debt [Line Items]

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, were unsecured and were 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 were due monthly. In May 2018, the note was amended to include a provision under which the loan would accrue $10 per month of loan fees through the date the loan was repaid or was converted into the Company’s common stock. The loan fees could 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.

U.S. SMALL BUSINESS ADMINISTRATION LOAN UNDER THE CARES ACT (Details Narrative) - Loan Agreement [Member] - USD ($) $ in Thousands	12 Months Ended
	Dec. 31, 2020	Dec. 31, 2022
Collaborative Arrangement and Arrangement Other than Collaborative [Line Items]
Proceeds from loans	$ 314
Accrued interest percentage	1.00%
Loans payable		$ 0

INCOME TAXES (Tables)

12 Months Ended

Dec. 31, 2023

Income Tax Disclosure [Abstract]

PROVISION FOR INCOME TAXES

Significant components of the provision for income taxes for the years ended December 31, 2023 and 2022 are as follows:

PROVISION FOR INCOME TAXES

	December 31, 2023			December 31, 2022
Current
Federal	$	(6,014	)	$	258
State		(2,547	)		93
Foreign		—			1,100
Total		(8,561	)		1,451
Deferred
Federal		4,876			3,448
State		2,227			538
Total		7,103			3,986
Total income tax expense before change in valuation allowance		(1,458	)		5,437
Change in valuation allowance		1,458			(4,337	)
Total income tax expense	$	—		$	1,100

INCOME TAX RECONCILIATION BASED ON FEDERAL STATUTORY RATE

The reconciliation of income tax attributable to income before provision for income taxes at the U.S. federal statutory tax rate to income tax expense for the years ended December 31, 2023 and 2022 is as follows:

	December 31, 2023			December 31, 2022
Statutory federal income tax rate of 21% applied to loss before income taxes	$	(5,942	)	$	(1,093	)
State income tax rate of 7%, net of federal benefit		(2,017	)		(364	)
Foreign income taxes		—			1,100
Convertible note interest		—			12
Other temporary differences		(83	)		1,339
Change in valuation allowance		8,042			106
Total income tax expense	$	—		$	1,100

SCHEDULE OF DEFERRED TAX ASSETS AND LIABILITIES

Significant components of the Company’s deferred tax assets and liabilities as of December 31, 2023 and 2022 were as follows:

	December 31, 2023			December 31, 2022
Deferred tax assets
Stock-based compensation	$	10,900		$	9,181
Accruals		1,690			4,388
Fixed assets		67			67
Net operating losses		45,593			34,921
Tax credits		4,549			4,549
Total deferred tax assets		62,799			53,106
Deferred tax liabilities
State taxes		(3,686	)		(2,623	)
Prepaid expenses		(234	)		(446	)
Fixed assets		—			75
Total deferred tax liabilities		(3,920	)		(2,994	)
Net deferred tax assets before valuation allowance		58,879			50,112
Valuation allowance		(58,879	)		(50,112	)
Net deferred tax assets	$	—		$	—

SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Tables)

12 Months Ended

Dec. 31, 2023

Accounting Policies [Abstract]

SCHEDULE OF POTENTIALLY DILUTIVE SECURITIES

	December 31, 2023		December 31, 2022
Convertible notes payable		-		3,394,569
Common stock equivalent of Series A through K convertible preferred stock		-		7,567,630
Stock options		5,067,339		4,201,019
Stock warrants		512,759		725,174
Restricted stock units		57,900		-
Stock warrants, issuable upon conversion of notes payable		-		183,852
Total		5,637,998		16,072,244

SCHEDULE OF PROPERTY AND EQUIPMENT ESTIMATED USEFUL LIFE

Furniture and office equipment		5 years
Laboratory equipment		5 years
Computer equipment		3 years
Leasehold improvements		Life of lease

SCHEDULE OF PROPERTY AND EQUIPMENT (Details) - USD ($) $ in Thousands	Dec. 31, 2023	Dec. 31, 2022
Property, Plant and Equipment [Line Items]
Property and equipment, gross	$ 4,619	$ 3,594
Less: accumulated depreciation and amortization	(3,449)	(2,950)
Property and equipment, net	1,170	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	2,792	2,762
Computer Equipment [Member]
Property, Plant and Equipment [Line Items]
Property and equipment, gross	127	127
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	$ 995

LEGAL MATTERS

12 Months Ended

Dec. 31, 2023

Commitments and Contingencies Disclosure [Abstract]

LEGAL MATTERS

NOTE 15 - LEGAL MATTERS

As of December 31, 2023, we were the defendant in one pending litigation. On November 6, 2023, the Los Angeles County Superior Court granted the Company’s motion for summary judgment and issued an order and final judgment dismissing all claims against the Company with prejudice. Although the plaintiff filed a notice of appeal of the dismissal order with the California Court of Appeal, the plaintiff subsequently filed a request for dismissal of his appeal, which was dismissed by the appellate court on February 23, 2024. Accordingly, the order and final judgment dismissing all claims against the Company with prejudice is now final.

In the future, the Company may be involved in additional actual and/or threatened legal proceedings, claims, investigations and government inquiries arising in the ordinary course of our business, including legal proceedings, claims, investigations and government inquiries involving intellectual property, data privacy and security, other torts, illegal or objectionable content, consumer protection, securities, employment, contractual rights, civil rights infringement, false or misleading advertising, or other legal claims relating to our business.

BASIS OF PRESENTATION

12 Months Ended

Dec. 31, 2023

Organization, Consolidation and Presentation of Financial Statements [Abstract]

BASIS OF PRESENTATION

NOTE 1 – BASIS OF PRESENTATION

Organization and Operations

Genelux Corporation (“Genelux” or the “Company”), a Delaware Corporation, incorporated on September 4, 2001, is a biomedical company located in Westlake Village, California. The Company is engaged in the research and development of diagnostic and therapeutic solutions for cancer for which there is no effective treatment today. The Company is focused on the development of therapeutic approaches for cancer that are designed to generate a personalized multi-prong attack to overwhelm a tumor’s sophisticated defense mechanisms.

Going Concern

The accompanying financial statements have been prepared on a going concern basis, which contemplates the realization of assets and the settlement of liabilities and commitments in the normal course of business. As reflected in the accompanying financial statements, the Company has experienced recurring losses from operations since inception and incurred a net loss of $28,297 and used cash in operations of $20,275 during the year ended December 31, 2023. These factors raise substantial doubt about the Company’s ability to continue as a going concern. The ability of the Company to continue as a going concern is dependent upon the Company’s ability to raise additional funds and implement its strategies. The financial statements do not include any adjustments that might be necessary if the Company is unable to continue as a going concern.

At December 31, 2023, the Company had cash and cash equivalents, and short-term investments, in the amount of $23,191. The ability to continue as a going concern is dependent on the Company attaining and maintaining profitable operations in the future and raising additional capital to meet its obligations and repay its liabilities arising from normal business operations when they come due. Since inception, the Company has funded its operations primarily through equity and debt financings, and licensing income, and it expects to continue to rely on these sources of capital in the future.

No assurance can be given that any future financing will be available or, if available, that it will be on terms that are satisfactory to the Company. Even if the Company is able to obtain additional financing, it may contain undue restrictions on our operations, in the case of debt financing, or cause substantial dilution for our stockholders, in case of equity financing, or grant unfavorable terms in future licensing agreements.

Reverse Stock Split

In August 2022, the Company effected a 1-for-3 reverse stock split of its common stock. The par value and the authorized shares of the common stock were not adjusted as a result of the reverse stock split. The reverse stock split resulted in an adjustment to the conversion prices of the convertible preferred stock to reflect a proportional decrease in the number of shares of common stock to be issued upon conversion. The accompanying financial statements and notes to the financial statements give retroactive effect to the reverse stock split for all periods presented.

SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Details Narrative) - USD ($) $ in Thousands	12 Months Ended
	Dec. 31, 2023	Dec. 31, 2022
Product Information [Line Items]
Revenue	$ 170	$ 11,068
Deferred offering costs	303
General and administrative expenses	11,568	5,003
Unrealized gains on short term investments, net of tax	12
Patents [Member]
Product Information [Line Items]
General and administrative expenses	107	88
Fair Value, Inputs, Level 3 [Member]
Product Information [Line Items]
Warrant liabilities	169
IPO [Member]
Product Information [Line Items]
Deferred offering costs	1,871	1,568
Money Market Funds [Member]
Product Information [Line Items]
Cash	$ 7,924	0
Newsoara Agreement [Member] \| Supplying Product [Member]
Product Information [Line Items]
Revenue		$ 170

CONVERTIBLE NOTES PAYABLE (Details Narrative) - USD ($) $ / shares in Units, $ in Thousands		12 Months Ended
	Jan. 30, 2023	Dec. 31, 2023	Dec. 31, 2022	Dec. 31, 2021	Dec. 31, 2020
Short-Term Debt [Line Items]
Principal amount owed on notes			$ 15,407
Warrants to purchase shares		217,771
Accrued and unpaid interest		$ 11
Accrued interest		69
Unamortized debt discount			108
Amortized debt discount		$ 649	258
Debt conversion shares issued		73,134
Convertible Notes Payable [Member]
Short-Term Debt [Line Items]
Principal amount owed on notes	$ 9,065		9,065
Conversion price	$ 10.50
Accrued and unpaid interest	$ 1,223		1,178
Accrued interest		$ 45
Unamortized debt discount			$ 541
Amortized debt discount		$ 541
Debt conversion shares issued	979,619
Convertible Note Payable Agreements [Member]
Short-Term Debt [Line Items]
Principal amount owed on notes				$ 9,065	$ 9,065
Accrued interest percentage				6.00%	6.00%
Conversion price				$ 10.50	$ 10.50
Warrants to purchase shares				146,641	146,641
Warrants exercise price				$ 10.50	$ 10.50
Exercise of warrants shares		70,265

SCHEDULE OF MATURITIES LEASE LIABILITIES (Details) - USD ($) $ in Thousands	Dec. 31, 2023	Nov. 30, 2023	Jul. 31, 2023	Feb. 28, 2023	Dec. 31, 2022	Apr. 30, 2022	Jul. 31, 2021	Dec. 31, 2020	Jul. 31, 2018
Lease Liabilities
2024	$ 653
2025	330
2026	362
2027	331
2028	275
Thereafter	568
Total lease liabilities	2,519	$ 803	$ 909	$ 649	$ 1,430	$ 860	$ 656	$ 12	$ 174
Less: current portion	(653)				(266)
Long-term portion	$ 1,866				$ 1,164

SCHEDULE OF CONVERTIBLE NOTES PAYABLE (Details) - USD ($) $ in Thousands	Dec. 31, 2023	Dec. 31, 2022
Debt Disclosure [Abstract]
Convertible note payable		$ 9,065
Less: debt discount		(541)
Convertible notes payable, net		$ 8,524

INCOME TAXES

12 Months Ended

Dec. 31, 2023

Income Tax Disclosure [Abstract]

INCOME TAXES

NOTE 14 - INCOME TAXES

Significant components of the provision for income taxes for the years ended December 31, 2023 and 2022 are as follows:

PROVISION FOR INCOME TAXES

	December 31, 2023			December 31, 2022
Current
Federal	$	(6,014	)	$	258
State		(2,547	)		93
Foreign		—			1,100
Total		(8,561	)		1,451
Deferred
Federal		4,876			3,448
State		2,227			538
Total		7,103			3,986
Total income tax expense before change in valuation allowance		(1,458	)		5,437
Change in valuation allowance		1,458			(4,337	)
Total income tax expense	$	—		$	1,100

	December 31, 2023			December 31, 2022
Statutory federal income tax rate of 21% applied to loss before income taxes	$	(5,942	)	$	(1,093	)
State income tax rate of 7%, net of federal benefit		(2,017	)		(364	)
Foreign income taxes		—			1,100
Convertible note interest		—			12
Other temporary differences		(83	)		1,339
Change in valuation allowance		8,042			106
Total income tax expense	$	—		$	1,100

Significant components of the Company’s deferred tax assets and liabilities as of December 31, 2023 and 2022 were as follows:

	December 31, 2023			December 31, 2022
Deferred tax assets
Stock-based compensation	$	10,900		$	9,181
Accruals		1,690			4,388
Fixed assets		67			67
Net operating losses		45,593			34,921
Tax credits		4,549			4,549
Total deferred tax assets		62,799			53,106
Deferred tax liabilities
State taxes		(3,686	)		(2,623	)
Prepaid expenses		(234	)		(446	)
Fixed assets		—			75
Total deferred tax liabilities		(3,920	)		(2,994	)
Net deferred tax assets before valuation allowance		58,879			50,112
Valuation allowance		(58,879	)		(50,112	)
Net deferred tax assets	$	—		$	—

Deferred income tax assets and liabilities are recorded for differences between the financial statement and tax basis of the assets and liabilities that will result in taxable or deductible amounts in the future based on enacted laws and rates applicable to the periods in which the differences are expected to affect taxable income. Valuation allowances are established when necessary to reduce deferred tax assets to the amount expected to be realized.

The Company has evaluated the available evidence supporting the realization of its gross deferred tax assets, including the amount and timing of future taxable income, and has determined it is more likely than not that the assets will not be realized. Due to uncertainties surrounding the realizability of the deferred tax assets, the Company has recorded a full valuation allowance against its deferred tax assets at December 31, 2023 and 2022.

At December 31, 2023 and 2022, the Company had federal income tax net operating loss carryforwards of approximately $160,000 and $132,000, respectively. At December 31, 2023 and 2022, the Company had California income tax net operating loss carryforwards of approximately $134,000 and $106,000, respectively. Of the total federal net operating loss, $22,330 has an indefinite carryforward period as of December 31, 2023. The remaining federal and California net operating loss carryforwards will expire through December 31, 2040, unless previously utilized. At December 31, 2023, the Company also has federal and California research and development tax credits of $2,579 and $1,970, respectively. The federal credits will expire through 2040 unless previously utilized. The California credits carryforward indefinitely. The utilization of net operating loss and tax credit carryforwards may be subject to limitation under the provisions of the Internal Revenue Code Section 382 and similar state provisions.

The Company has adopted the provisions in ASC 740 relating to the accounting for uncertain tax positions. This provision requires that the Company recognize the impact of a tax position in its financial statements if the position is more likely than not to be sustained upon examination and on the technical merits of the position. The Company’s also has a policy to recognize interest and/or penalties on the income tax expense related to uncertain tax positions. The Company had no material uncertain tax positions as of December 31, 2023 and 2022, respectively, and consequently, no interest or penalties have been accrued by the Company.

The Company is subject to taxation in the United States and state jurisdictions. The Company’s tax years for 2010 and forward are subject to examination by the United States and California tax authorities due to the carry forward of unutilized net operating losses.

- Definition

The entire disclosure for income taxes. Disclosures may include net deferred tax liability or asset recognized in an enterprise's statement of financial position, net change during the year in the total valuation allowance, approximate tax effect of each type of temporary difference and carryforward that gives rise to a significant portion of deferred tax liabilities and deferred tax assets, utilization of a tax carryback, and tax uncertainties information.

+ References

Reference 1: http://www.xbrl.org/2003/role/disclosureRef
-Topic 946
-SubTopic 20
-Name Accounting Standards Codification
-Section 50
-Paragraph 13
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147480990/946-20-50-13

Reference 2: http://www.xbrl.org/2003/role/disclosureRef
-Topic 235
-SubTopic 10
-Name Accounting Standards Codification
-Section S99
-Paragraph 1
-Subparagraph (SX 210.4-08(h)(2))
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147480678/235-10-S99-1

Reference 3: http://www.xbrl.org/2003/role/disclosureRef
-Topic 740
-Name Accounting Standards Codification
-Publisher FASB
-URI https://asc.fasb.org//740/tableOfContent

Reference 4: http://www.xbrl.org/2003/role/disclosureRef
-Topic 740
-SubTopic 10
-Name Accounting Standards Codification
-Section 50
-Paragraph 14
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147482685/740-10-50-14

Reference 5: http://www.xbrl.org/2003/role/disclosureRef
-Topic 740
-SubTopic 10
-Name Accounting Standards Codification
-Section 50
-Paragraph 21
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147482685/740-10-50-21

Reference 6: http://www.xbrl.org/2003/role/disclosureRef
-Topic 740
-SubTopic 270
-Name Accounting Standards Codification
-Section 50
-Paragraph 1
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147482526/740-270-50-1

Reference 7: http://www.xbrl.org/2003/role/disclosureRef
-Topic 740
-SubTopic 10
-Name Accounting Standards Codification
-Section 50
-Paragraph 17
-Subparagraph (b)
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147482685/740-10-50-17

Reference 8: http://www.xbrl.org/2003/role/disclosureRef
-Topic 740
-SubTopic 10
-Name Accounting Standards Codification
-Section S99
-Paragraph 1
-Subparagraph (SAB TOPIC 6.I.5.Q1)
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147479360/740-10-S99-1

Reference 9: http://www.xbrl.org/2003/role/disclosureRef
-Topic 740
-SubTopic 10
-Name Accounting Standards Codification
-Section S99
-Paragraph 2
-Subparagraph (SAB Topic 11.C)
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147479360/740-10-S99-2

Reference 10: http://www.xbrl.org/2003/role/disclosureRef
-Topic 740
-SubTopic 30
-Name Accounting Standards Codification
-Section 50
-Paragraph 2
-Subparagraph (a)
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147482603/740-30-50-2

+ Details

SCHEDULE OF WARRANTS ACTIVITY (Details) - $ / shares	12 Months Ended
SCHEDULE OF WARRANTS ACTIVITY (Details) - $ / shares	Dec. 31, 2023	Dec. 31, 2022
Number of warrant shares, beginning	725,174	823,123
Weighted average exercise price, beginning	$ 8.24	$ 7.56
Number of warrant shares, granted	447,906
Exercise price range range per share, granted
Weighted average exercise price, granted	$ 7.87
Number of warrant shares, cancelled	(36)
Exercise price range range per share, cancelled	$ 9.00
Weighted average exercise price, cancelled	$ 9.00
Number of warrant shares, exercised	(655,523)	(16,666)
Weighted average exercise price, exercised	$ 8.81	$ 7.21
Number of warrant shares, expired	(4,762)	(81,283)
Exercise price range range per share, expired	$ 10.50
Weighted average exercise price, expired	$ 10.50	$ 1.56
Number of warrant shares, ending	512,759	725,174
Weighted average exercise price, ending	$ 7.14	$ 8.24
Number of warrant shares, exercisable	512,759
Weighted average exercise price, exercisable	$ 7.14
Minimum [Member]
Exercise price range range per share, beginning	3.00	0.03
Exercise price range range per share, granted	5.40
Exercise price range range per share, exercised	6.00	0.03
Exercise price range range per share, expired		0.03
Exercise price range range per share, ending	3.00	3.00
Exercise price range range per share, exercisable	3.00
Maximum [Member]
Exercise price range range per share, beginning	10.50	10.50
Exercise price range range per share, granted	10.50
Exercise price range range per share, exercised	10.50	9.00
Exercise price range range per share, expired		10.50
Exercise price range range per share, ending	10.50	$ 10.50
Exercise price range range per share, exercisable	$ 10.50

Statements of Cash Flows - USD ($) $ in Thousands	12 Months Ended
Statements of Cash Flows - USD ($) $ in Thousands	Dec. 31, 2023	Dec. 31, 2022
Cash Flows from Operating Activities
Net loss	$ (28,297)	$ (5,207)
Adjustments to reconcile net loss to net cash used in operating activities:
Depreciation expense	499	553
Net amortization of premiums and discounts on short-term investments	(62)
Right-of-use assets	519	415
Amortization of debt discount	649	258
Stock compensation	2,515	2,415
Fair value of restricted stock units	940
Cost of stock option repricing	2,689
Debt extinguishment costs	402
Fair value of warrants issued in connection with the conversion of convertible notes payable	3,152
Gain on forgiveness of PPP loan payable		(314)
(Increase) Decrease in:
Prepaid expenses and other assets	483	(168)
(Decrease) Increase in:
Accounts payable and accrued expenses	(2,358)	2,313
Accrued payroll and payroll taxes	(735)	(3)
Accrued interest payable	22	886
Deferred revenue	(170)	(4,330)
Lease liability	(523)	(389)
Net cash used in operating activities	(20,275)	(3,571)
Cash Flows from Investing Activities
Purchases of property and equipment	(1,025)	(49)
Purchases of short-term investments	(13,699)
Net cash used in investing activities	(14,724)	(49)
Cash Flows from Financing Activities
Proceeds from notes payable - shareholders	900	1,100
Repayment of notes payable - shareholders	(685)
Repayment of convertible notes payable - shareholders		(130)
Payment of deferred offering costs	(303)	(1,568)
Proceeds from the exercise of stock options	1,474
Proceeds from the exercise of stock warrants	2,989	120
Proceeds from common stock issued for cash in connection with the closing of the IPO	14,503
Proceeds from common stock issued for cash in connection with the closing of private financings	25,142
Net cash provided by (used in) financing activities	44,020	(478)
Net increase (decrease) in cash and cash equivalents	9,021	(4,098)
Cash and cash equivalents at beginning of year	397	4,495
Cash and cash equivalents at end of year	9,418	397
Supplemental cash flows disclosures:
Interest paid	72	264
Taxes paid
Supplemental non-cash financing disclosures:
Effect of the extension of right-of-use assets and operating leases	1,612	686
Reclassification of deferred offering costs to shareholders’ equity	1,871
Reclassification of warrant liabilities to shareholders’ equity	169
Conversion of convertible notes payable, accrued interest and loan fees to shareholders’ equity	29,974
Conversion of preferred stock to common stock	22
Conversion of dividends payable to shareholders’ equity	3,443
Conversion of notes payable-shareholders and accrued interest to shareholders’ equity	$ 1,463

ACCRUED PAYROLL AND PAYROLL TAXES (Details Narrative) - USD ($) $ in Thousands	12 Months Ended
	Dec. 31, 2023	Dec. 31, 2022
Deferred Compensation Arrangement with Individual, Excluding Share-Based Payments and Postretirement Benefits [Line Items]
Accured repaid	$ 1,187
Payroll tax liability	2,037
Repayments of debt	1,716
Other liabilities	321
Accrued payroll and payroll taxes current	$ 2,117	$ 2,852
Chief Executive Officer [Member]
Deferred Compensation Arrangement with Individual, Excluding Share-Based Payments and Postretirement Benefits [Line Items]
Accrued compensation		$ 2,852

SCHEDULE OF RESTRICTED COMMON STOCK ACTIVITY (Details) $ / shares in Units, $ in Thousands	12 Months Ended
	Dec. 31, 2023 USD ($) $ / shares shares
Equity [Abstract]
Number of restricted shares, beginning \| shares
Fair value, beginning \| $
Weighted average grant date fair value, beginning \| $ / shares
Number of restricted shares, granted \| shares	171,400
Fair value, granted \| $	$ 2,043
Weighted average grant date fair value, granted \| $ / shares	$ 11.92
Number of restricted shares, vested \| shares	(113,500)
Fair value, vested \| $	$ (940)
Weighted average grant date fair value, vested \| $ / shares	$ 6.57
Number of restricted shares, forfeited \| shares
Fair value, forfeited \| $
Weighted average grant date fair value, forfeited \| $ / shares
Number of restricted shares, ending \| shares	57,900
Fair value, ending \| $	$ 1,103
Weighted average grant date fair value, ending \| $ / shares	$ 22.40

LICENSE AGREEMENTS (Details Narrative) - USD ($) $ in Thousands	1 Months Ended		12 Months Ended
	Nov. 30, 2021	Sep. 30, 2021	Dec. 31, 2023	Dec. 31, 2022	Dec. 31, 2021
Collaborative Arrangement and Arrangement Other than Collaborative [Line Items]
Provision for foreign income taxes				$ 1,100
Repayments of debt			1,716
Agreement with Newsoara Bio Pharma Co Ltd [Member]
Collaborative Arrangement and Arrangement Other than Collaborative [Line Items]
Up-front and near-term payments		$ 9,900
Additional product payments		160,500
Proceeds from license fees received				$ 5,400	$ 4,500
Income tax rate				10.00%	10.00%
Royalty expense			5,000
Primary performance obligation		$ 6,000
Related revenue				$ 11,000
Provision for foreign income taxes				1,100
Repayments of debt				9,900
Agreement with Newsoara Bio Pharma Co Ltd [Member] \| State Administration of Taxation, China [Member]
Collaborative Arrangement and Arrangement Other than Collaborative [Line Items]
Income tax rate		10.00%
Agreement with ELIAS Animal Health LLC [Member]
Collaborative Arrangement and Arrangement Other than Collaborative [Line Items]
Proceeds from license fees received	$ 60
Royalty expense			$ 60
Related revenue				68
Repayments of debt				60
Revenue performance obligation, amount				60
Agreement with ELIAS Animal Health LLC [Member] \| Manufacturing Facility [Member]
Collaborative Arrangement and Arrangement Other than Collaborative [Line Items]
Revenue performance obligation, amount				$ 8

SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

12 Months Ended

Dec. 31, 2023

Accounting Policies [Abstract]

SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

NOTE 2 – SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

Use of Estimates

The preparation of the financial statements in conformity with accounting principles generally accepted in the U.S. requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities, disclosure of contingent assets and liabilities at the financial statement date and reported amounts of revenue and expenses during the reporting period. Significant estimates are used in the valuation of accruals for potential liabilities, valuations of stock-based compensation, and realization of deferred tax assets, among others. Actual results could differ from these estimates.

Income (Loss) Per Share

Basic loss per share is computed by dividing net loss applicable to common stockholders by the weighted average number of outstanding common shares during the period. Diluted loss per share is computed by dividing the net loss applicable to common stockholders by the weighted average number of common shares outstanding plus the number of additional common shares that would have been outstanding if all dilutive potential common shares had been issued.

For the years ended December 31, 2023 and 2022, the basic and diluted shares outstanding were the same, as potentially dilutive shares were considered anti-dilutive. The potentially dilutive securities consisted of the following:

	December 31, 2023		December 31, 2022
Convertible notes payable		-		3,394,569
Common stock equivalent of Series A through K convertible preferred stock		-		7,567,630
Stock options		5,067,339		4,201,019
Stock warrants		512,759		725,174
Restricted stock units		57,900		-
Stock warrants, issuable upon conversion of notes payable		-		183,852
Total		5,637,998		16,072,244

Revenue Recognition

The Company records revenue under the guidance of Accounting Standards Codification (“ASC”) 606, Revenue from Contracts with Customers (Topic 606) which requires a company to recognize revenue to depict the transfer of goods or services to a customer at an amount that reflects the consideration it expects to receive in exchange for those goods or services.

The Company determines revenue recognition through the following steps:

●

Identification of the contract, or contracts, with a customer;

●

Identification of the performance obligations in the contract;

●

Determination of the transaction price;

●

Allocation of the transaction price to the performance obligations in the contract; and

●

Recognition of revenue when, or as, we satisfy a performance obligation.

Under certain of the Company’s licensing, supply and collaboration agreements, it is entitled to receive payment upon the achievement of contingent milestone events or the performance of obligations. The Company recognizes revenue based on guidance in ASC 606. In evaluating revenue recognition under a license agreement, the Company uses a two-step process for determining whether a promised good or service (including a license of intellectual property) is distinct and, therefore, is a performance obligation: (1) consideration of the individual good or service (i.e., whether the good or service is capable of being distinct); and (2) consideration of whether the good or service is separately identifiable from other promises in the contract (i.e., whether the promise to transfer the good or service is distinct in the context of the contract). Amounts received prior to satisfying the revenue recognition criteria are recorded as deferred revenue on the Company’s balance sheet. Amounts expected to be recognized as revenue in the next 12 months following the balance sheet date are classified as current liabilities.

During the year ended December 31, 2022, the Company, under the Newsoara License Agreement (see Note 12), invoiced and collected $170 relating to supplying product for Newsoara to use in their clinical trials. As the product did not ship during the year ended December 31, 2022, the Company recorded the cash received as deferred revenue until the product was shipped. During the year ended December 31, 2023, the Company shipped the product to Newsoara and thus recognized the revenue.

Concentration of Credit Risk

Financial instruments, which potentially subject the Company to concentration of credit risk, consist primarily of cash deposits. The Company maintains deposits in federally insured financial institutions in excess of federally insured limits. Management believes that the Company is not exposed to significant credit risk due to the financial position of the depository institutions in which those deposits are held. The Company has not experienced any losses on deposits since inception.

Cash Equivalents

The Company considers all highly liquid investments with original maturities of three months or less at date of purchase to be cash equivalents. Cash equivalents consisted of money market funds as of December 31, 2023. There were no cash equivalents as of December 31, 2022. As of December 31, 2023, the amount of cash equivalents included in cash and cash equivalents totaled $7,924.

Short-Term Investments

The Company’s short-term debt security investments are classified as available-for-sale and are carried at fair value, with the unrealized gains and non-credit related losses reported as a component of accumulated other comprehensive loss and included in stockholders’ equity. Realized gains and losses and declines in value determined to be other than temporary are based on the specific identification method and are included as a component of total other income (expense), net in the Statements of Operations. There were no realized gains or losses during the year ended December 31, 2023.

For available-for-sale securities in an unrealized loss position, we first assess whether we intend to sell, or if it is more likely than not that we will be required to sell, the security before recovery of its amortized cost basis. If either of the criteria regarding intent or requirement to sell is met, the security’s amortized cost basis is written down to fair value through a charge to interest income. For available-for-sale securities that do not meet the aforementioned criteria, we evaluate whether the decline in fair value has resulted from credit losses or other factors. In making this assessment, the Company considers such factors as, among other things, the severity of the impairment, any changes in interest rates, how long the market value of the investment has been less than its original cost, the Company’s ability and intent to retain the short-term debt security investment for a period of time sufficient to allow for any anticipated recovery in fair value and market conditions in general. The credit-related portion of unrealized losses, and any subsequent improvements, are recorded in interest income through an allowance account. Any impairment that has not been recorded through an allowance for credit losses is included in other comprehensive loss on the statements of operations and comprehensive loss.

No credit-related losses or impairments have been recognized on the Company’s investments in available-for-sale securities during the year ended December 31, 2023.

All of the Company’s short-term investments as of December 31, 2023 had maturities of less than one year.

Deferred Offering Costs

The Company capitalizes certain legal, professional, accounting and other third-party fees that are directly associated with in-process equity issuances as deferred offering costs until such equity issuances are consummated. After consummation of the equity issuance, these costs are recorded as a reduction in the capitalized amount associated with the equity issuance. Should the equity issuance be delayed or abandoned, the deferred offering costs will be expensed immediately as a charge to operating expenses in the Statement of Operations. As of December 31, 2022, the Company incurred $1,568 of deferred offering costs related to the Company’s IPO, and during the year ended December 31, 2023, the Company incurred an additional $303 of costs. During the year ended December 31, 2023, a total of $1,871 of deferred offering costs were recorded against the net proceeds received from the IPO.

Property and Equipment

Property and equipment are recorded at cost, less accumulated depreciation and amortization. Property and equipment is depreciated over the estimated useful life of the asset or the term of the lease using the straight-line method, whichever is shorter. Maintenance and repairs are charged to expense as incurred. At the time depreciable property is retired or otherwise disposed of, the related cost and accumulated depreciation or amortization are removed from the accounts and any resulting gain or loss is reflected in operations. The Company has determined the estimated useful lives of its property and equipment, as follows:

Furniture and office equipment		5 years
Laboratory equipment		5 years
Computer equipment		3 years
Leasehold improvements		Life of lease

Management assesses the carrying value of property and equipment whenever events or changes in circumstances indicate that the carrying value may not be recoverable. If there is indication of impairment, management prepares an estimate of future cash flows expected to result from the use of the asset and its eventual disposition. If these cash flows are less than the carrying amount of the asset, an impairment loss is recognized to write down the asset to its estimated fair value.

Fair Value of Financial Instruments

The Company determines the fair value of its assets and liabilities based on the exchange price in U.S. dollars 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 on the measurement date. Valuation techniques used to measure fair value maximize the use of observable inputs and minimize the use of unobservable inputs. The Company uses a fair value hierarchy with three levels of inputs, of which the first two are considered observable and the last unobservable, to measure fair value:

●

Level 1 — Quoted prices in active markets for identical assets or liabilities.

●

Level 2 — Inputs, other than Level 1, that are observable, either directly or indirectly, such as quoted prices for similar assets or liabilities; quoted prices in markets that are not active; or other inputs that are observable or can be corroborated by observable market data for substantially the full term of the assets or liabilities.

●

Level 3 — Unobservable inputs that are supported by little or no market activity and that are significant to the fair value of the assets or liabilities.

The Company’s short-term investments and cash equivalents are carried at fair value, determined according to the fair value hierarchy described in Note 3 below. The carrying amount of the Company’s warrant liabilities of $169 at December 31, 2022 was based on Level 3 measurements. The carrying amounts of financial instruments such as cash, short-term investments, and accounts payable and accrued liabilities, approximate the related fair values due to the short-term maturities of these instruments. The carrying amounts of the Company’s convertible notes payable approximated their fair values as the interest rates of the notes payable are based on prevailing market rates.

Income Taxes

Income tax expense is based on pretax financial accounting income. Deferred tax assets and liabilities are recognized for the expected tax consequences of temporary differences between the tax bases of assets and liabilities and their reported amounts. Valuation allowances are recorded to reduce deferred tax assets to the amount that will more likely than not be realized. The Company recorded a valuation allowance against its deferred tax assets as of December 31, 2023 and 2022.

The Company accounts for uncertainty in income taxes using a two-step approach to recognizing and measuring uncertain tax positions. The first step is to evaluate the tax position for recognition by determining if the weight of available evidence indicates that it is more likely than not that the position will be sustained on audit, including resolution of related appeals or litigation processes, if any. The second step is to measure the tax benefit as the largest amount that is more than 50 percent likely of being realized upon settlement. The Company classifies the liability for unrecognized tax benefits as current to the extent that the Company anticipates payment (or receipt) of cash within one year. Interest and penalties related to uncertain tax positions are recognized in the provision for income taxes.

Patents and Patent Application Costs

Although the Company believes that its patents and underlying technology have continuing value, the amount of future benefits to be derived from the patents is uncertain. Patent costs are therefore expensed as incurred and are included in General and Administrative expenses on the accompanying Statements of Operations. Patent expenses were $107 and $88 during the years ended December 31, 2023 and 2022, respectively.

Segment Information

The Company manages its operations as a single operating segment for the purposes of assessing performance and making operating decisions. The Company’s current focus is on developing oncolytic immunotherapies for the treatment of cancer.

Research and Development Costs

Research and development expenses are expensed as incurred. Research and development expenses consist of costs incurred to discover, research and develop drug candidates, including compensation-related expenses for research and development personnel, including stock-based compensation expense, preclinical and clinical activities, costs of manufacturing, overhead expenses including facilities and laboratory expenses, materials and supplies, amounts paid to consultants and outside service providers, and depreciation and amortization.

Payments made pursuant to research and development contracts are initially recorded as advances on research and development contract services in the Company’s balance sheet and are then charged to research and development costs in the Company’s statement of operations as those contract services are performed. Expenses incurred under research and development contracts in excess of amounts advanced are recorded as research and development contract liabilities in the Company’s balance sheet, with a corresponding charge to research and development costs in the Company’s statement of operations. The Company reviews the status of its research and development contracts on a quarterly basis.

Research Contract Costs and Accruals

The Company has entered into various research and development-related contracts with companies both inside and outside of the United States. These agreements are generally cancellable, and related costs are recorded as research and development expenses as incurred. The Company records prepaid expenses and accruals for estimated ongoing research costs. When evaluating the adequacy of the prepaid expenses and accrued liabilities, the Company analyzes progress of the studies or clinical trials, including the phase or completion of events, invoices received and contracted costs. Significant judgments and estimates are made in determining the accrued balances at the end of any reporting period. Actual results could differ from the Company’s estimates. The Company’s historical accrual estimates have not been materially different from the actual costs.

Stock-Based Compensation

The Company measures all stock options and other stock-based awards granted based on the fair value of the award on the date of the grant and recognizes compensation expense for those awards over the requisite service period, which is generally the vesting period of the respective award. The Company has elected to recognize forfeitures as they occur. The reversal of compensation cost previously recognized for an award that is forfeited because of a failure to satisfy a service or performance condition is recognized in the period of the forfeiture. Generally, the Company issues stock options with only service-based vesting conditions and records the expense for these awards using the straight-line method over the requisite service period.

The Company classifies stock-based compensation expense in its statements of operations in the same manner in which the award recipient’s payroll costs are classified or in which the award recipients’ service payments are classified.

The Company was a private company until the completion of its IPO on January 30, 2023. In 2022 and prior, the Company estimated the fair value of common stock using an appropriate valuation methodology, in accordance with the framework of the American Institute of Certified Public Accountants’ Technical Practice Aid, Valuation of Privately-Held Company Equity Securities Issued as Compensation. Each valuation methodology includes estimates and assumptions that require the Company’s judgment. These estimates and assumptions include a number of objective and subjective factors, including external market conditions, guideline public company information, the prices at which the Company sold its common stock to third parties in arms’ length transactions, the rights and preferences of securities senior to the Company’s common stock at the time, and the likelihood of achieving a liquidity event such as an initial public offering or sale. Significant changes to the assumptions used in the valuations could result in different fair values of stock options at each valuation date, as applicable.

The fair value of each stock option grant is estimated using the Black-Scholes option-pricing model. The Company was a private company and lacked company-specific historical and implied volatility information. Therefore, it estimated its expected stock volatility based on the historical volatility of a publicly traded set of peer companies within the biotechnology industry with characteristics similar to the Company. The expected term of the Company’s stock options has been determined utilizing the “simplified” method for awards that qualify as “plain-vanilla” options. The expected term of stock options granted to non-employees is equal to the contractual term of the option award. The risk-free interest rate is determined by reference to the U.S. Treasury yield curve in effect at the time of grant of the award for time periods approximately equal to the expected term of the award. Expected dividend yield is zero, based on the fact that the Company has never paid cash dividends and does not expect to pay any cash dividends in the foreseeable future.

Comprehensive Loss

Comprehensive loss includes net loss as well as other changes in stockholders’ equity that result from transactions and economic events other than those with shareholders. For the year ended December 31, 2023, comprehensive loss included $12 of unrealized gains on short-term investments, net of tax.

Leases

The Company accounts for its leases in accordance with the guidance of ASC 842, Leases. The Company determines whether a contract is, or contains, a lease at inception. Right-of-use assets represent the Company’s right to use an underlying asset during the lease term, and lease liabilities represent the Company’s obligation to make lease payments arising from the lease. Right-of-use assets and lease liabilities are recognized at lease commencement based upon the estimated present value of unpaid lease payments over the lease term. The Company uses its incremental borrowing rate based on the information available at lease commencement in determining the present value of unpaid lease payments.

Recent Accounting Pronouncements

The Company’s management has evaluated all the recently issued, but not yet effective, accounting standards and guidance that have been issued or proposed by the FASB or other standards-setting bodies through the filing date of these financial statements and does not believe the future adoption of any such pronouncements will have a material effect on the Company’s financial position and results of operations.

CONVERTIBLE NOTES PAYABLE (Tables)

12 Months Ended

Dec. 31, 2023

Debt Disclosure [Abstract]

SCHEDULE OF CONVERTIBLE NOTES PAYABLE

Convertible notes payable consisted of the following as of December 31, 2023 and 2022:

SCHEDULE OF CONVERTIBLE NOTES PAYABLE

	December 31, 2023		December 31, 2022
Convertible note payable	$	-	$	9,065
Less: debt discount		-		(541	)
Convertible notes payable, net	$	-	$	8,524

LEASE LIABILITIES (Tables)

12 Months Ended

Dec. 31, 2023

Lease Liabilities

SCHEDULE OF MATURITIES LEASE LIABILITIES

The maturities of the Company’s lease liabilities are as follows as of December 31, 2023:

Years ending
2024	$	653
2025		330
2026		362
2027		331
2028		275
Thereafter		568
Total lease liabilities		2,519
Less: current portion		(653	)
Long-term portion	$	1,866

LEASE LIABILITIES (Details Narrative) - USD ($) $ in Thousands		1 Months Ended						12 Months Ended
	Jul. 31, 2023	Nov. 30, 2023	Feb. 28, 2023	Apr. 30, 2022	Jul. 31, 2021	Dec. 31, 2020	Jul. 31, 2018	Dec. 31, 2023	Dec. 31, 2022
Aggregate average monthly payments		$ 12	$ 30		$ 10	$ 18	$ 10
Option to extend lease	extended the lease for an additional two-year period, through October 2030, with no changes to any of the other terms of the lease and has the option to extend the lease for an additional five years. Prior to the extension, the remaining lease liability amounted to $701	extend for an additional five years	extended the lease term through December 2024, with no changes to any of the other terms of the lease	the option to extend the lease for an additional five years			option to extend for an additional five years
Operating lease right of use asset								$ 2,428	$ 1,335
Operating lease liability	$ 909	$ 803	$ 649	$ 860	$ 656	$ 12	$ 174	2,519	1,430
Operating lease discount rate	7.00%	7.00%	5.50%	4.00%	4.00%	4.00%	4.00%
Increase in lease liability	$ 208		$ 637	$ 686				(523)	(389)
Payment for operating lease								523	389
Operating Lease, Right-of-Use Asset, Periodic Reduction								519	415
Rent expense								$ 36	$ 36
Accounting Standards Update 2016-02 [Member]
Operating lease right of use asset							$ 518
Operating lease liability						$ 439	$ 519

CONVERTIBLE NOTES PAYABLE – SHAREHOLDERS (Tables)

12 Months Ended

Dec. 31, 2023

Convertible Notes Payable Shareholders

SCHEDULE OF CONVERTIBLE NOTES PAYABLE TO SHAREHOLDERS

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

		December 31, 2023		December 31, 2022
Convertible notes payable - shareholders (a)	(a)	$	—	$	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
			—		15,407
Less: current portion			—		(15,407	)
Convertible notes payable – shareholders – long - term portion		$	—	$	—

(a)

(b)

(c)

(d)

NOTES PAYABLE – SHAREHOLDERS

12 Months Ended

Dec. 31, 2023

Notes Payable Shareholders

NOTES PAYABLE – SHAREHOLDERS

NOTE 8 – NOTES PAYABLE – SHAREHOLDERS

During the year ended December 31, 2022, the Company, in anticipation of closing its IPO, entered into note payable agreements with several shareholders totaling $1,100. The notes accrue interest at 12% per annum, are unsecured and are due at the earlier of June 15, 2023 or the month after the closing of the IPO. As of December 31, 2022, the outstanding principal and accrued and unpaid interest balances on the notes were $1,100 and $5, respectively.

During the year ended December 31, 2023, the Company extended the due date on the notes until April 30, 2023. During the year ended December 31, 2023, the Company borrowed an additional $900 from its shareholders, repaid $600 of principal and $11 of accrued interest, and $1,400 of principal and $63 of accrued interest was converted into 73,134 shares of the Company’s common stock with a fair value of $1,865. The notes accrued interest of $69 during the year. As of December 31, 2023, there was no outstanding principal and accrued and unpaid interest owed on the notes. Upon conversion of the notes payable, the Company incurred a debt extinguishment cost of $402, as the conversion price was lower than the fair value of the shares on the conversion date. This amount was recorded as debt extinguishment costs in the Statements of Operations during the year ended December 31, 2023.

In consideration for the notes issued in 2022, the Company issued the note holders stock warrants to purchase up to an aggregate total of 44,441 shares of its common stock with an exercise price per share equal to 90% of the IPO price, or $5.40 per share, based on the IPO closing price (see Note 9). The issuance of the warrants was contingent upon the closing of the IPO, and as such, were not formally granted until the closing of the IPO in January 2023. The warrants expire in December 2025. The Company determined the warrants should be accounted for as a liability on the date of issuance. The Company calculated the fair value of the warrants issued to the noteholders to be $169 using a Black Scholes option pricing model with the following assumptions:

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

The Company recognized a liability and recorded a debt discount at the date of issuance in 2022 in the amount of $169. The Company recorded the fair value of the warrants as warrant liabilities as of December 31, 2022. The notes’ discounts are being amortized over the term of the notes and the unamortized portion is recognized as a reduction to the carrying amount of the notes (a valuation debt discount). During the year ended December 31, 2022, the Company amortized $61 of debt discount, leaving an unamortized balance of $108 at December 31, 2022. During the year ended December 31, 2023, the Company amortized $108 of debt discount, leaving no unamortized balance at December 31, 2023.

The following table sets forth a summary of the changes in the estimated fair value of the warrant liabilities during the years ended December 31, 2023 and 2022:

	Years Ended December 31,
	2023			2022
Beginning balance	$	169		$	-
Recognition of warrant liabilities		-			169
Change in fair value		-			-
Extinguishment		(169	)		-
Ending balance	$	-		$	169

SCHEDULE OF STOCK OPTION ACTIVITY (Details) - $ / shares	12 Months Ended
	Dec. 31, 2023	Dec. 31, 2022
Number of options shares, beginning	4,201,019	3,953,234
Weighted average exercise price, beginning	$ 10.12	$ 10.11
Number of options shares, granted	1,150,688	247,785
Weighted average exercise price, granted	$ 22.26	$ 10.40
Number of options shares, cancelled
Exercise price range, cancelled
Weighted average exercise price, cancelled
Number of options shares, exercised	(232,787)
Exercise price range, exercised
Weighted average exercise price, exercised	$ 6.34
Number of options shares, expired	51,581
Exercise price range, expired	$ 6.00
Weighted average exercise price, expired	$ 6.00
Number of options shares, expired	(51,581)
Number of options shares, ending	5,067,339	4,201,019
Weighted average exercise price, ending	$ 9.76	$ 10.12
Number of options shares, vested and exercisable	3,780,455
Weighted average exercise price, vested and exercisable	$ 6.09
Number of options shares, unvested	1,286,884
Weighted average exercise price, unvested	$ 20.66
Minimum [Member]
Exercise price range, beginning	9.00	9.00
Exercise price range, granted	13.97	9.00
Exercise price range, exercised	6.00
Exercise price range, ending	6.00	9.00
Exercise price range, vested and exercisable	6.00
Exercise price range, unvested	6.00
Maximum [Member]
Exercise price range, beginning	10.50	10.50
Exercise price range, granted	22.40	10.50
Exercise price range, exercised	10.50
Exercise price range, ending	22.40	$ 10.50
Exercise price range, vested and exercisable	10.50
Exercise price range, unvested	$ 22.40

Statements of Comprehensive Loss - USD ($) $ in Thousands	12 Months Ended
Statements of Comprehensive Loss - USD ($) $ in Thousands	Dec. 31, 2023	Dec. 31, 2022
Income Statement [Abstract]
Net loss	$ (28,297)	$ (5,207)
Other comprehensive loss:
Net unrealized gain on short-term investments	12
Comprehensive loss	$ (28,285)	$ (5,207)

- Definition

The portion of profit or loss for the period, net of income taxes, which is attributable to the parent.

+ References

Reference 1: http://www.xbrl.org/2003/role/disclosureRef
-Topic 235
-SubTopic 10
-Name Accounting Standards Codification
-Section S99
-Paragraph 1
-Subparagraph (SX 210.4-08(g)(1)(ii))
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Reference 2: http://www.xbrl.org/2003/role/disclosureRef
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-URI https://asc.fasb.org//1943274/2147481687/323-10-50-3

Reference 3: http://www.xbrl.org/2003/role/disclosureRef
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Reference 4: http://www.xbrl.org/2003/role/disclosureRef
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-URI https://asc.fasb.org//1943274/2147482765/220-10-50-6

Reference 5: http://www.xbrl.org/2003/role/disclosureRef
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-Name Accounting Standards Codification
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-Paragraph 3
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147483443/250-10-50-3

Reference 6: http://www.xbrl.org/2003/role/disclosureRef
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Reference 7: http://www.xbrl.org/2003/role/disclosureRef
-Topic 815
-SubTopic 40
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-Paragraph 1
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-URI https://asc.fasb.org//1943274/2147480175/815-40-65-1

Reference 8: http://www.xbrl.org/2003/role/disclosureRef
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Reference 9: http://www.xbrl.org/2003/role/disclosureRef
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-URI https://asc.fasb.org//1943274/2147483443/250-10-50-9

Reference 10: http://www.xbrl.org/2003/role/disclosureRef
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-Paragraph 11
-Subparagraph (a)
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-URI https://asc.fasb.org//1943274/2147483443/250-10-50-11

Reference 11: http://www.xbrl.org/2003/role/disclosureRef
-Topic 250
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-URI https://asc.fasb.org//1943274/2147483443/250-10-50-11

Reference 12: http://www.xbrl.org/2003/role/disclosureRef
-Topic 250
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-Name Accounting Standards Codification
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-URI https://asc.fasb.org//1943274/2147483443/250-10-50-4

Reference 13: http://www.xbrl.org/2003/role/exampleRef
-Topic 946
-SubTopic 830
-Name Accounting Standards Codification
-Section 55
-Paragraph 10
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147480167/946-830-55-10

Reference 14: http://www.xbrl.org/2003/role/disclosureRef
-Topic 946
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-Name Accounting Standards Codification
-Section 45
-Paragraph 7
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-URI https://asc.fasb.org//1943274/2147483581/946-220-45-7

Reference 15: http://www.xbrl.org/2003/role/disclosureRef
-Topic 944
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Reference 16: http://www.xbrl.org/2003/role/disclosureRef
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Reference 17: http://www.xbrl.org/2003/role/disclosureRef
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Reference 18: http://www.xbrl.org/2003/role/disclosureRef
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Reference 19: http://www.xbrl.org/2003/role/disclosureRef
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Reference 20: http://www.xbrl.org/2009/role/commonPracticeRef
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Reference 21: http://www.xbrl.org/2003/role/disclosureRef
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Reference 24: http://www.xbrl.org/2003/role/disclosureRef
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Reference 27: http://www.xbrl.org/2003/role/disclosureRef
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Reference 28: http://www.xbrl.org/2003/role/disclosureRef
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Reference 29: http://www.xbrl.org/2003/role/disclosureRef
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Reference 32: http://www.xbrl.org/2003/role/exampleRef
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Reference 34: http://www.xbrl.org/2003/role/disclosureRef
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+ Details

SCHEDULE OF OPTION GRANTED (Details) - $ / shares	12 Months Ended
SCHEDULE OF OPTION GRANTED (Details) - $ / shares	Dec. 31, 2023	Dec. 31, 2022
Expected dividends
Expected volatility	100.00%
Risk free interest rate, minimum	3.90%
Risk free interest rate, maximum	4.40%
Expected volatility, minimum		94.60%
Expected volatility, maximum		96.10%
Risk free interest rate		0.34%
Minimum [Member]
Exercise price	$ 13.97	$ 9.00
Expected life of options	5 years 6 months	5 years
Maximum [Member]
Exercise price	$ 22.40	$ 10.50
Expected life of options	6 years 7 months 6 days	5 years 10 months 24 days

SCHEDULE OF AVAILABLE FOR SALE INVESTMENTS (Details) $ in Thousands	12 Months Ended
	Dec. 31, 2023 USD ($)
Debt Securities, Held-to-Maturity, Allowance for Credit Loss [Line Items]
Amortized Cost	$ 13,761
Gross Unrealized Gains	12
Gross Unrealized Losses
Credit Losses
Fair Value	13,773
US Government Agencies Debt Securities [Member]
Debt Securities, Held-to-Maturity, Allowance for Credit Loss [Line Items]
Amortized Cost	8,617
Gross Unrealized Gains	8
Gross Unrealized Losses
Credit Losses
Fair Value	8,625
US Treasury Securities [Member]
Debt Securities, Held-to-Maturity, Allowance for Credit Loss [Line Items]
Amortized Cost	5,144
Gross Unrealized Gains	4
Gross Unrealized Losses
Credit Losses
Fair Value	$ 5,148

PROPERTY AND EQUIPMENT (Tables)

12 Months Ended

Dec. 31, 2023

Property, Plant and Equipment [Abstract]

SCHEDULE OF PROPERTY AND EQUIPMENT

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

SCHEDULE OF PROPERTY AND EQUIPMENT

	December 31, 2023			December 31, 2022
Furniture and office equipment	$	148		$	148
Laboratory equipment		2,792			2,762
Computer equipment		127			127
Leasehold improvements		557			557
Construction-in-progress		995			—
Property and equipment, gross		4,619			3,594
Less: accumulated depreciation and amortization		(3,449	)		(2,950	)
Property and equipment, net	$	1,170		$	644

FAIR VALUE OF FINANCIAL ASSETS AND LIABILITIES (Tables)

12 Months Ended

Dec. 31, 2023

Fair Value Disclosures [Abstract]

SCHEDULE OF FINANCIAL ASSETS AND LIABILITIES MEASURED AT FAIR VALUE ON A RECURRING BASIS

The following table presents information about the Company’s financial assets and liabilities measured at fair value on a recurring basis:

	Fair Value Measurements as of December 31, 2023, Using:
	Level 1		Level 2		Level 3		Total
Cash equivalents:
Money market funds	$	—	$	7,924	$	—	$	7,924
Short-term investments:
US Government Agency bonds		—		8,625		—		8,625
US Treasury bonds		—		5,148		—		5,148
	$	—	$	21,697	$	—	$	21,697

Pay vs Performance Disclosure - USD ($)
$ in Thousands

12 Months Ended

Dec. 31, 2023

Dec. 31, 2022

Pay vs Performance Disclosure [Table]

Pay vs Performance [Table Text Block]

Name	Position	Date of Adoption	10b5-1 Trading Arrangement*	Scheduled End Date of Trading Arrangement¹	Total Number of Securities to Be Sold Pursuant to the Arrangement²
John Thomas	Director	11/21/2023	X	06/30/2024	Up to 66,333 shares
James Tyree	Director	12/13/2023	X	09/15/2024	Up to 26,730 shares
Sean Ryder	General Counsel & Corporate Secretary	11/21/2023	X	05/21/2024	Up to 15,000 shares
Paul Scigalla	Chief Medical Officer	12/12/2023	X	08/27/2024	Up to 108,555 shares
Thomas Zindrick³	President & CEO	12/14/2023	X	08/15/2024	Up to 142,390 shares

Net Income (Loss) Attributable to Parent

$ (28,297)

$ (5,207)

- Definition

The portion of profit or loss for the period, net of income taxes, which is attributable to the parent.

+ References

+ Details

SCHEDULE OF OUTSTANDING AND EXERCISABLE OPTIONS (Details) - $ / shares	9 Months Ended	12 Months Ended
	Sep. 30, 2022	Dec. 31, 2023
Exercise Price Range One [Member]
Share-Based Payment Arrangement, Option, Exercise Price Range [Line Items]
Range of exercise prices, upper limit	$ 6.00	$ 6.00
Options outstanding number of outstanding		3,826,552
Options outstanding average remaining contractual life		4 years 6 months 18 days
Options outstaning weighted average exercise price		$ 6.00
Options exercisable number of outstanding		3,689,352
Options exercisable average remaining contractual life		4 years 5 months 4 days
Options exercisable weighted average exercise price		$ 6.00
Exercise Price Range Two [Member]
Share-Based Payment Arrangement, Option, Exercise Price Range [Line Items]
Range of exercise prices, upper limit	10.50	$ 10.50
Options outstanding number of outstanding		90,099
Options outstanding average remaining contractual life		2 years 10 days
Options outstaning weighted average exercise price		$ 9.52
Options exercisable number of outstanding		90,099
Options exercisable average remaining contractual life		2 years 10 days
Options exercisable weighted average exercise price		$ 9.52
Range of exercise prices, lower limit	$ 9.00	6.01
Exercise Price Range Three [Member]
Share-Based Payment Arrangement, Option, Exercise Price Range [Line Items]
Range of exercise prices, upper limit		$ 22.40
Options outstanding number of outstanding		1,150,688
Options outstanding average remaining contractual life		9 years 8 months 12 days
Options outstaning weighted average exercise price		$ 22.26
Options exercisable number of outstanding		704
Options exercisable average remaining contractual life		9 years 8 months 8 days
Options exercisable weighted average exercise price		$ 22.40
Range of exercise prices, lower limit		10.51
Exercise Price Range Four [Member]
Share-Based Payment Arrangement, Option, Exercise Price Range [Line Items]
Range of exercise prices, upper limit		$ 22.40
Options outstanding number of outstanding		5,067,339
Options outstanding average remaining contractual life		5 years 8 months 4 days
Options outstaning weighted average exercise price		$ 9.76
Options exercisable number of outstanding		3,780,455
Options exercisable average remaining contractual life		4 years 4 months 13 days
Options exercisable weighted average exercise price		$ 6.09
Range of exercise prices, lower limit		$ 6.00

SHORT-TERM INVESTMENTS (Tables)

12 Months Ended

Dec. 31, 2023

Investments, All Other Investments [Abstract]

SCHEDULE OF AVAILABLE FOR SALE INVESTMENTS

	Amortized Cost		Gross Unrealized Gains		Gross Unrealized Losses		Credit Losses		Fair Value
US Government agency bonds	$	8,617	$	8	$	—	$	—	$	8,625
US Treasury bonds		5,144		4		—		—		5,148
Total	$	13,761	$	12	$	—	$	—	$	13,773

- Definition

Tabular disclosure of investment in debt security measured at fair value with change in fair value recognized in other comprehensive income (available-for-sale).

+ References

Reference 1: http://www.xbrl.org/2009/role/commonPracticeRef
-Topic 320
-SubTopic 10
-Name Accounting Standards Codification
-Section 50
-Paragraph 9
-Subparagraph (a)
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147481800/320-10-50-9

Reference 2: http://www.xbrl.org/2009/role/commonPracticeRef
-Topic 320
-SubTopic 10
-Name Accounting Standards Codification
-Section 50
-Paragraph 3
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147481800/320-10-50-3

Reference 3: http://www.xbrl.org/2009/role/commonPracticeRef
-Topic 320
-SubTopic 10
-Name Accounting Standards Codification
-Section 50
-Paragraph 2
-Subparagraph (b)
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147481800/320-10-50-2

Reference 4: http://www.xbrl.org/2009/role/commonPracticeRef
-Topic 320
-SubTopic 10
-Name Accounting Standards Codification
-Section 50
-Paragraph 2
-Subparagraph (c)
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147481800/320-10-50-2

Reference 5: http://www.xbrl.org/2009/role/commonPracticeRef
-Topic 320
-SubTopic 10
-Name Accounting Standards Codification
-Section 50
-Paragraph 2
-Subparagraph (a)
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147481800/320-10-50-2

Reference 6: http://www.xbrl.org/2009/role/commonPracticeRef
-Topic 320
-SubTopic 10
-Name Accounting Standards Codification
-Section 50
-Paragraph 2
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-Publisher FASB
-URI https://asc.fasb.org//1943274/2147481800/320-10-50-2

Reference 7: http://www.xbrl.org/2009/role/commonPracticeRef
-Topic 320
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-Name Accounting Standards Codification
-Section 50
-Paragraph 2
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Reference 8: http://www.xbrl.org/2009/role/commonPracticeRef
-Topic 320
-SubTopic 10
-Name Accounting Standards Codification
-Section 50
-Paragraph 2
-Subparagraph (d)
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-URI https://asc.fasb.org//1943274/2147481800/320-10-50-2

Reference 9: http://www.xbrl.org/2009/role/commonPracticeRef
-Topic 320
-SubTopic 10
-Name Accounting Standards Codification
-Section 50
-Paragraph 3
-Subparagraph (a)
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147481800/320-10-50-3

Reference 10: http://www.xbrl.org/2009/role/commonPracticeRef
-Topic 320
-SubTopic 10
-Name Accounting Standards Codification
-Section 50
-Paragraph 3
-Subparagraph (b)
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147481800/320-10-50-3

Reference 11: http://www.xbrl.org/2009/role/commonPracticeRef
-Topic 320
-SubTopic 10
-Name Accounting Standards Codification
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-Paragraph 3
-Subparagraph (c)
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147481800/320-10-50-3

Reference 12: http://www.xbrl.org/2009/role/commonPracticeRef
-Topic 320
-SubTopic 10
-Name Accounting Standards Codification
-Section 50
-Paragraph 3
-Subparagraph (d)
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147481800/320-10-50-3

+ Details

LICENSE AGREEMENTS

12 Months Ended

Dec. 31, 2023

License Agreements

LICENSE AGREEMENTS

NOTE 12 – LICENSE AGREEMENTS

Agreement with Newsoara BioPharma Co. Ltd

In September 2021, the Company entered into a collaboration and exclusive license with Newsoara BioPharma Co. Ltd (“Newsoara”) for the development and commercialization of the Company’s primary product (Olvi-Vec). According to the terms of the agreement, Newsoara shall have exclusive rights in Greater China to Olvi-Vec. The Company and Newsoara are co-sponsors of a Phase 1/2 clinical trial in China of Olvi-Vec in patients with recurrent SCLC, of which Newsoara currently is conducting the Phase 1 portion of the trial. Newsoara also shall have exclusive rights in Greater China to the Company’s proprietary oncolytic virus platform (with the exception of V-VET1, described below), and the parties will collaborate on the development of novel oncolytic immune therapeutics. Newsoara, at its cost and expense, will be responsible for development and commercialization and will have the future right to manufacture licensed products in Greater China.

Under terms of the agreement, the Company has received up-front and near-term payments totaling $9,900, net of a 10% Chinese income tax, and will be eligible to receive additional per product payments of up to $160.5 million, contingent on certain development, regulatory, and commercial milestones, plus tiered royalties on net sales ranging from mid-single digit to mid-teens percentages. The Company shall have an exclusive license outside of Greater China to oncolytic virus products derived by Newsoara and will pay Newsoara milestones and royalties on sales of any such products which the Company elects to develop. As of December 31, 2021, the Company had received a $4,500 up front payment (net of a 10% foreign income tax). During the year ended December 31, 2022, the Company received the remaining $5,400 of the upfront payments (net of the 10% foreign income tax).

The allocation of the transaction price to the Company’s primary performance obligations in the agreement includes payments related to each of the following obligations (or events):

Signing of the agreement and transfer of rights to its technology - $5.0 million.

Approval from the U.S. Food and Drug Administration to begin the phase 3 trial of the Company’s primary product - $6.0 million, net of a 10% income tax owed to the Chinese government.

Manufacture and distribute product, or the transfer of its manufacturing technology – the manufactured cost of the product as determined by the Company and approved by the customer upon completion of a production batch.

At December 31,2021, the Company performed an analysis of revenue recognition in accordance with guidance of ASC 606 and determined that since the Company did not complete obligation 3) above prior to December 31, 2021, that revenue would be recognized at such time as the Company met that performance obligation. As such, as of December 31, 2021, the Company delayed recognition of any revenue under this contract and the cash received of $4,500 was recorded as deferred revenue. During the year ended December 31, 2022, the Company completed the transfer of its manufacturing technology, at which point the Company completed its performance obligation 3) above, and thus recognized the related revenue of $11,000, with the 10% foreign income tax of $1,100 being recorded as a provision for foreign income taxes. Under no circumstances would the Company be required to repay the $9,900 received under the license agreement.

Agreement with ELIAS Animal Health, LLC

In November 2021, the Company entered into an exclusive worldwide licensing agreement for V-VET1, its clinical stage animal health product candidate, with ELIAS Animal Health, LLC (ELIAS), a biotechnology company advancing its novel cell-based immunotherapies for the treatment of cancer in veterinary medicine. V-VET1 is a vaccinia viral strain which selectively replicates in cancer cells causing cell death (apoptosis). ELIAS plans future clinical trials to evaluate and develop V-VET1 as a potential new immunotherapy option for veterinary oncologists. Under the terms of the agreement, Genelux will receive an upfront payment of $60 and will receive further payments under development and sales milestones, and royalties on product sales. No payments were received as of December 31, 2021.

The allocation of the transaction price to the Company’s primary performance obligations in the agreement includes payments related to each of the following obligations (or events):

Signing of the agreement and transfer of rights to its technology - $60.

The Company performed an analysis of revenue recognition in accordance with guidance of ASC 606 and determined that since the Company did not complete obligation 2) above prior to December 31, 2021, that revenue recognition would be recognized at such time as the Company met that performance obligation. During the year ended December 31, 2022, the Company received payments of $60 and $8 and completed the transfer of its manufacturing technology, at which point the Company completed its performance obligation 2) above, and thus recognized the related revenue of $68. Under no circumstances would the Company be required to repay the $60 received under the license agreement.

U.S. SMALL BUSINESS ADMINISTRATION LOAN UNDER THE CARES ACT

12 Months Ended

Dec. 31, 2023

Debt Disclosure [Abstract]

U.S. SMALL BUSINESS ADMINISTRATION LOAN UNDER THE CARES ACT

NOTE 11 – U.S. SMALL BUSINESS ADMINISTRATION LOAN UNDER THE CARES ACT

During the year ended December 31, 2020, the Company entered into a loan agreement with the United States Small Business Administration (“SBA”) under which the Company borrowed $314. The loan was unsecured, accrued interest at 1.0% and was due on April 23, 2022. The loan term may be extended to April 2025 if mutually agreed to by the Company and lender. The Company applied ASC 470, Debt, to account for the PPP loan. During the year ended December 31, 2021, the Company applied for forgiveness of the loan and the loan was forgiven by the SBA during the year ended December 31, 2022. The forgiveness of the loan was recorded as a gain on forgiveness of debt during the same period. No amounts were due under the loan as of December 31, 2022.

SUBSEQUENT EVENTS (Details Narrative) - USD ($) $ / shares in Units, $ in Thousands	2 Months Ended	12 Months Ended
	Mar. 15, 2024	Dec. 31, 2023
Subsequent Event [Line Items]
Warrants to purchase shares		217,771
Proceeds from exercise of warrants		$ 2,175
Subsequent Event [Member]
Subsequent Event [Line Items]
Warrants to purchase shares	76,487
Common stock exercise price	$ 9.00
Proceeds from exercise of warrants	$ 688
Warrants expire date	Mar. 31, 2024
Warrants issued	3,809
Exercise price	$ 10.50

SCHEDULE OF DEFERRED TAX ASSETS AND LIABILITIES (Details) - USD ($) $ in Thousands	Dec. 31, 2023	Dec. 31, 2022
Income Tax Disclosure [Abstract]
Stock-based compensation	$ 10,900	$ 9,181
Accruals	1,690	4,388
Fixed assets	67	67
Net operating losses	45,593	34,921
Tax credits	4,549	4,549
Total deferred tax assets	62,799	53,106
State taxes	(3,686)	(2,623)
Prepaid expenses	(234)	(446)
Fixed assets		75
Total deferred tax liabilities	(3,920)	(2,994)
Net deferred tax assets before valuation allowance	58,879	50,112
Valuation allowance	(58,879)	(50,112)
Net deferred tax assets

Cover - USD ($) $ in Millions	12 Months Ended
Cover - USD ($) $ in Millions	Dec. 31, 2023	Mar. 26, 2024	Jun. 30, 2023
Cover [Abstract]
Document Type	10-K
Amendment Flag	false
Document Annual Report	true
Document Transition Report	false
Document Period End Date	Dec. 31, 2023
Document Fiscal Period Focus	FY
Document Fiscal Year Focus	2023
Current Fiscal Year End Date	--12-31
Entity File Number	001-41599
Entity Registrant Name	GENELUX CORPORATION
Entity Central Index Key	0001231457
Entity Tax Identification Number	77-0583529
Entity Incorporation, State or Country Code	DE
Entity Address, Address Line One	2625 Townsgate Road
Entity Address, Address Line Two	Suite 230
Entity Address, City or Town	Westlake Village
Entity Address, State or Province	CA
Entity Address, Postal Zip Code	91361
City Area Code	(805)
Local Phone Number	267-9889
Title of 12(b) Security	Common Stock, par value $0.001 per share
Trading Symbol	GNLX
Security Exchange Name	NASDAQ
Entity Well-known Seasoned Issuer	No
Entity Voluntary Filers	No
Entity Current Reporting Status	Yes
Entity Interactive Data Current	Yes
Entity Filer Category	Non-accelerated Filer
Entity Small Business	true
Entity Emerging Growth Company	true
Elected Not To Use the Extended Transition Period	true
Entity Shell Company	false
Entity Public Float			$ 671.3
Entity Common Stock, Shares Outstanding		26,865,473
ICFR Auditor Attestation Flag	false
Document Financial Statement Error Correction [Flag]	false
Auditor Firm ID	572
Auditor Name	Weinberg & Company, P.A
Auditor Location	Los Angeles, California

SCHEDULE OF PROPERTY AND EQUIPMENT ESTIMATED USEFUL LIFE (Details)	12 Months Ended
	Dec. 31, 2023
Furniture And Office Equipment [Member]
Property, Plant and Equipment [Line Items]
Property plant and equipment useful life	5 years
Laboratory Equipment [Member]
Property, Plant and Equipment [Line Items]
Property plant and equipment useful life	5 years
Computer Equipment [Member]
Property, Plant and Equipment [Line Items]
Property plant and equipment useful life	3 years
Leasehold Improvements [Member]
Property, Plant and Equipment [Line Items]
Leasehold improvements	Life of lease

Balance Sheets (Parenthetical) - USD ($) $ in Thousands	Dec. 31, 2023	Dec. 31, 2022
Debt discount, current		$ 108
Debt discount, noncurrent		$ 541
Preferrred stock, par value		$ 22,095
Preferred stock, shares authorized		29,927,994
Preferred stock, shares issued		22,094,889
Preferred stock, shares outstanding		22,094,889
Common stock, par value	$ 0.001	$ 0.001
Common stock, shares authorized	200,000,000	200,000,000
Common stock, shares issued	26,788,986	9,126,726
Common stock, shares outstanding	26,788,986	9,126,726
Treasury stock, shares	433,333	433,333
Series A Through K Preferred Stock [Member]
Preferrred stock, par value	$ 0.001	$ 0.001
Preferred stock, shares authorized	10,000,000	29,927,994
Preferred stock, shares issued	0	22,094,889
Preferred stock, shares outstanding	0	22,094,889

PROPERTY AND EQUIPMENT (Details Narrative) - USD ($) $ in Thousands	12 Months Ended
	Dec. 31, 2023	Dec. 31, 2022
Property, Plant and Equipment [Abstract]
Depreciation	$ 499	$ 553

Statements of Operations - USD ($) $ in Thousands	12 Months Ended
Statements of Operations - USD ($) $ in Thousands	Dec. 31, 2023	Dec. 31, 2022
Income Statement [Abstract]
Revenues	$ 170	$ 11,068
Operating expenses:
Research and development	12,767	9,078
General and administrative	11,568	5,003
Total operating expenses	24,335	14,081
Loss from operations	(24,165)	(3,013)
Other income (expenses):
Interest income	244
Interest expense	(173)	(1,150)
Debt discount amortization	(649)	(258)
Financing costs	(3,152)
Debt extinguishment costs	(402)
Gain on forgiveness of PPP loan payable		314
Total other income (expenses), net	(4,132)	(1,094)
Loss before provision for foreign income taxes	(28,297)	(4,107)
Provision for foreign income taxes		(1,100)
NET LOSS	$ (28,297)	$ (5,207)
LOSS PER COMMON SHARE - BASIC	$ (1.16)	$ (0.57)
LOSS PER COMMON SHARE - DILUTED	$ (1.16)	$ (0.57)
WEIGHTED-AVERAGE COMMON SHARES OUTSTANDING - BASIC	24,429,278	9,116,489
WEIGHTED-AVERAGE COMMON SHARES OUTSTANDING - DILUTED	24,429,278	9,116,489

NOTES PAYABLE – SHAREHOLDERS (Details Narrative) - USD ($) $ in Thousands	12 Months Ended
	Dec. 31, 2023	Dec. 31, 2022
Collaborative Arrangement and Arrangement Other than Collaborative [Line Items]
Outstanding principal amount		$ 1,100
Accrued and unpaid interest		5
Borrowings	$ 900
Repayment of debt	600
Accrued interest	11
Borrowed principal	1,400
Debt accrued interest	$ 63
Conversion of convertible shares	73,134
Fair value on conversion of convertible	$ 1,865
Notes accrued interest	69
Debt extinguishment cost	$ 402
Description of warrants	the Company issued the note holders stock warrants to purchase up to an aggregate total of 44,441 shares of its common stock with an exercise price per share equal to 90% of the IPO price, or $5.40 per share, based on the IPO closing price
Fair value of warrants
Debt discount of issuance amount		169
Amortized debt discount	$ 108	61
Unamortized debt discount		108
IPO [Member] \| Common Stock [Member]
Collaborative Arrangement and Arrangement Other than Collaborative [Line Items]
Warrants issued	44,441
Note Holders [Member]
Collaborative Arrangement and Arrangement Other than Collaborative [Line Items]
Fair value of warrants	$ 169
Note Payable Agreements [Member]
Collaborative Arrangement and Arrangement Other than Collaborative [Line Items]
Note payable		$ 1,100
Notes accrued interest		12.00%

FAIR VALUE OF FINANCIAL ASSETS AND LIABILITIES

12 Months Ended

Dec. 31, 2023

Fair Value Disclosures [Abstract]

FAIR VALUE OF FINANCIAL ASSETS AND LIABILITIES

NOTE 3 - FAIR VALUE OF FINANCIAL ASSETS AND LIABILITIES

The following table presents information about the Company’s financial assets and liabilities measured at fair value on a recurring basis:

	Fair Value Measurements as of December 31, 2023, Using:
	Level 1		Level 2		Level 3		Total
Cash equivalents:
Money market funds	$	—	$	7,924	$	—	$	7,924
Short-term investments:
US Government Agency bonds		—		8,625		—		8,625
US Treasury bonds		—		5,148		—		5,148
	$	—	$	21,697	$	—	$	21,697

The underlying securities in the money market funds held by the Company are all government backed securities. During the year ended December 31, 2023, there were no transfers between levels. There were no cash equivalents or short-term investments as of December 31, 2022.

Valuation of cash equivalents and short-term investments

Money market funds, U.S. Government Agency bonds and U.S. Treasury bonds were valued by the Company using quoted prices in active markets for similar securities, which represent a Level 2 measurement within the fair value hierarchy. Cash equivalents consisted of money market funds at December 31, 2023.

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

1 Months Ended

12 Months Ended

Jan. 30, 2023

May 31, 2018

Dec. 31, 2023

Dec. 31, 2022

Dec. 31, 2021

Apr. 30, 2018

Dec. 31, 2016

Apr. 30, 2016

Principal amount owed on notes

$ 15,407

Accrued and unpaid interest

Repayment of debt

1,716

Accrued interest

$ 69

Conversion of common stock

73,134

Repayment of debt

$ 685

Accrued interest on notes payable

1,178

Convertible notes payable

15,407

Warrants to purchase shares

217,771

Common Stock [Member]

Conversion of shares

73,134

Convertible Notes Payable Shareholder One [Member]

Principal amount owed on notes

$ 7,778

^[1]

7,838

^[1]

$ 7,988

Accrued interest percentage

8.00%

Conversion price

$ 6.78

Accrued and unpaid interest

$ 2,867

2,890

Repayment of debt

Payment on accrued and unpaid interest

Accrued interest

Notes payable

Nonconvertible accrued and unpaid interest

$ 58

Conversion of common stock

1,554,814

Repayment of debt

Accrued interest on notes payable

Convertible notes payable

$ 40

Conversion of shares

2,094

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

Conversion price

$ 25.73

Convertible Notes Payable Shareholder Two [Member]

Principal amount owed on notes

$ 1,500

^[2]

1,500

^[2]

$ 2,661

Accrued interest percentage

11.51%

Conversion price

$ 6.78

Conversion of common stock

303,835

Accrued loan fees

$ 10

Accrued and unpaid loan fees owed on notes

$ 570

560

Convertible Notes Payable Shareholder Three [Member]

Principal amount owed on notes

700

^[3]

700

^[3]

$ 700

Accrued interest percentage

5.00%

Conversion price

$ 12.00

Accrued and unpaid interest

$ 167

164

Accrued interest

Initial public offering closing price

90.00%

Convertible Notes Payable Shareholder Three [Member] | Common Stock [Member]

Conversion price

$ 5.40

Conversion of common stock

160,563

Initial public offering closing price

90.00%

Convertible Notes Payable Shareholder Four [Member]

Principal amount owed on notes

$ 5,369

^[4]

5,369

^[4]

$ 5,369

Accrued interest percentage

5.00%

Conversion price

$ 5.40

$ 12.00

Accrued and unpaid interest

$ 780

$ 758

Accrued interest

$ 22

Conversion of common stock

1,134,063

Initial public offering closing price

90.00%

Warrants to purchase shares

217,771

Common stock exercise price

$ 9.00

Warrants exercise price

$ 10.50

[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, were unsecured and were 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 were due monthly. In May 2018, the note was amended to include a provision under which the loan would accrue $10 per month of loan fees through the date the loan was repaid or was converted into the Company’s common stock. The loan fees could 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.

PROVISION FOR INCOME TAXES (Details) - USD ($) $ in Thousands	12 Months Ended
	Dec. 31, 2023	Dec. 31, 2022
Income Tax Disclosure [Abstract]
Federal	$ (6,014)	$ 258
State	(2,547)	93
Foreign		1,100
Total	(8,561)	1,451
Federal	4,876	3,448
State	2,227	538
Total	7,103	3,986
Total income tax expense before change in valuation allowance	(1,458)	5,437
Change in valuation allowance	1,458	(4,337)
Total income tax expense		$ 1,100

LEASE LIABILITIES

12 Months Ended

Dec. 31, 2023

Lease Liabilities

LEASE LIABILITIES

NOTE 7 – LEASE LIABILITIES

Operating Leases

The Company accounts for leases in accordance with ASC 842, which requires a lessee to record a right-of-use asset and a corresponding lease liability at the inception of the lease initially measured at the present value of the lease payments. In July 2018, the Company entered into a long-term non-cancellable lease agreement for its manufacturing facility that requires aggregate average monthly payments of $10 beginning October 2018. The lease terminated in September 2023, with a Company option to extend for an additional five years. The Company classified the lease as an operating lease and determined that the value of the right of use asset and lease liability at the adoption date was $518 and $519, respectively, using a discount rate of 4.00%. Effective April 2022, the Company extended the lease for the additional five-year period, through September 2028, with no changes to any of the other terms of the lease and has the option to extend the lease for an additional five years. Prior to the extension, the remaining lease liability amounted to $174. On the date of the extension, the Company determined that the value of the new right of use asset and lease liability was $860, respectively, using a discount rate of 4.00%. As such, the Company recorded an increase in lease liability of $686 as a result of the lease extension. Effective July 2023, the Company extended the lease for an additional two-year period, through October 2030, with no changes to any of the other terms of the lease and has the option to extend the lease for an additional five years. Prior to the extension, the remaining lease liability amounted to $701. On the date of the extension, the Company determined that the value of the new right of use asset and lease liability was $909, respectively, using a discount rate of 7.00%. As such, the Company recorded an increase in the lease liability of $208 as a result of the lease extension.

In December 2020, the Company entered into a long-term non-cancellable lease agreement for a laboratory facility that requires aggregate average monthly payments of $18 beginning January 2021. The Company classified the lease as an operating lease and determined that the value of the right of use asset and lease liability at the adoption date was $439, respectively, using a discount rate of 4.00%. Effective February 2023, the Company extended the lease term through December 2024, with no changes to any of the other terms of the lease.

The average monthly rent payment on the extended lease is approximately $30 per month. Prior to the extension, the remaining lease liability amounted to $12. On the date of the extension, the Company determined that the value of the new right of use asset and lease liability was $649, respectively, using a discount rate of 5.5%. As such, the Company recorded an increase in the lease liability of $637 as a result of the lease extension.

In July 2021, the Company entered into a long-term non-cancellable lease agreement for its new corporate headquarters that requires aggregate average monthly payments of $10 beginning August 2021. The lease terminates in July 2027. The Company classified the lease as an operating lease and determined that the value of the right of use asset and lease liability at the adoption date was $656, respectively, using a discount rate of 4.00%.

In November 2023, the Company entered into a long-term non-cancellable lease agreement for a second manufacturing facility that requires aggregate average monthly payments of $12 beginning November 2023. The lease terminates in October 2030, with a Company option to extend for an additional five years. The Company classified the lease as an operating lease and determined that the value of the right of use asset and lease liability at the adoption date was $803, respectively, using a discount rate of 7.00%.

During the years ended December 31, 2023 and 2022, the Company made combined aggregate payments of $523 and $389, respectively, towards the lease liabilities. As of December 31, 2023 and 2022, the combined lease liability amounted to $2,519 and $1,430, respectively.

ASC 842 requires recognition in the statement of operations of a single lease cost, calculated so that the cost of the lease is allocated over the lease term, generally on a straight-line basis. During the years ended December 31, 2023 and 2022, the Company reflected combined amortization of the right of use assets of $519 and $415, respectively, related to the leases, resulting in a combined net asset balance of $2,428 and $1,335 as of December 31, 2023 and 2022, respectively.

The maturities of the Company’s lease liabilities are as follows as of December 31, 2023:

Years ending
2024	$	653
2025		330
2026		362
2027		331
2028		275
Thereafter		568
Total lease liabilities		2,519
Less: current portion		(653	)
Long-term portion	$	1,866

Other Leases

In November 2019, the Company entered into a short-term lease agreement for one of its office facilities, which was subsequently extended until December 2022 and is currently on a month-to-month basis. Rent expense was $36 during the years ended December 31, 2023 and 2022, respectively.

SCHEDULE OF PREFERRED STOCK (Details)	Dec. 31, 2022 $ / shares shares
Class of Stock [Line Items]
Preferred stock, shares authorized	29,927,994
Preferred stock, par value \| $ / shares	$ 22,095
Preferred stock, shares issued	22,094,889
Preferred stock, shares outstanding	22,094,889
Series A Preferred Stock [Member]
Class of Stock [Line Items]
Preferred stock, shares authorized	4,500,000
Preferred stock, par value \| $ / shares	$ 4,500
Preferred stock, shares issued	4,500,000
Preferred stock, shares outstanding	4,500,000
Series B Preferred Stock [Member]
Class of Stock [Line Items]
Preferred stock, shares authorized	608,000
Preferred stock, par value \| $ / shares	$ 608
Preferred stock, shares issued	608,000
Preferred stock, shares outstanding	608,000
Series C Preferred Stock [Member]
Class of Stock [Line Items]
Preferred stock, shares authorized	5,000,000
Preferred stock, par value \| $ / shares	$ 5,000
Preferred stock, shares issued	5,000,000
Preferred stock, shares outstanding	5,000,000
Series D Preferred Stock [Member]
Class of Stock [Line Items]
Preferred stock, shares authorized	3,000,000
Preferred stock, par value \| $ / shares	$ 3,000
Preferred stock, shares issued	3,000,000
Preferred stock, shares outstanding	3,000,000
Series E Preferred Stock [Member]
Class of Stock [Line Items]
Preferred stock, shares authorized	1,591,994
Preferred stock, par value \| $ / shares	$ 1,592
Preferred stock, shares issued	1,591,994
Preferred stock, shares outstanding	1,591,994
Series F Preferred Stock [Member]
Class of Stock [Line Items]
Preferred stock, shares authorized	953,000
Preferred stock, par value \| $ / shares	$ 953
Preferred stock, shares issued	953,000
Preferred stock, shares outstanding	953,000
Series H Preferred Stock [Member]
Class of Stock [Line Items]
Preferred stock, shares authorized	5,000,000
Preferred stock, par value \| $ / shares	$ 536
Preferred stock, shares issued	536,000
Preferred stock, shares outstanding	536,000
Series I Preferred Stock [Member]
Class of Stock [Line Items]
Preferred stock, shares authorized	2,775,000
Preferred stock, par value \| $ / shares	$ 2,757
Preferred stock, shares issued	2,757,442
Preferred stock, shares outstanding	2,757,442
Series J Preferred Stock [Member]
Class of Stock [Line Items]
Preferred stock, shares authorized	2,500,000
Preferred stock, par value \| $ / shares	$ 1,282
Preferred stock, shares issued	1,281,600
Preferred stock, shares outstanding	1,281,600
Series K Preferred Stock [Member]
Class of Stock [Line Items]
Preferred stock, shares authorized	4,000,000
Preferred stock, par value \| $ / shares	$ 1,867
Preferred stock, shares issued	1,866,853
Preferred stock, shares outstanding	1,866,853

SUMMARY OF STOCK BASED COMPENSATION EXPENSE (Details) - USD ($) $ in Thousands	12 Months Ended
	Dec. 31, 2023	Dec. 31, 2022
Total stock-based compensation expense	$ 2,515	$ 2,415
Research and Development Expense [Member]
Total stock-based compensation expense	915	368
General and Administrative Expense [Member]
Total stock-based compensation expense	$ 1,600	$ 2,047

SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Policies)

12 Months Ended

Dec. 31, 2023

Accounting Policies [Abstract]

Use of Estimates

Use of Estimates

Income (Loss) Per Share

Income (Loss) Per Share

	December 31, 2023		December 31, 2022
Convertible notes payable		-		3,394,569
Common stock equivalent of Series A through K convertible preferred stock		-		7,567,630
Stock options		5,067,339		4,201,019
Stock warrants		512,759		725,174
Restricted stock units		57,900		-
Stock warrants, issuable upon conversion of notes payable		-		183,852
Total		5,637,998		16,072,244

Revenue Recognition

Revenue Recognition

The Company determines revenue recognition through the following steps:

●

Identification of the contract, or contracts, with a customer;

●

Identification of the performance obligations in the contract;

●

Determination of the transaction price;

●

Allocation of the transaction price to the performance obligations in the contract; and

●

Recognition of revenue when, or as, we satisfy a performance obligation.

Concentration of Credit Risk

Concentration of Credit Risk

Cash Equivalents

Cash Equivalents

Short-Term Investments

Short-Term Investments

No credit-related losses or impairments have been recognized on the Company’s investments in available-for-sale securities during the year ended December 31, 2023.

All of the Company’s short-term investments as of December 31, 2023 had maturities of less than one year.

Deferred Offering Costs

Deferred Offering Costs

Property and Equipment

Property and Equipment

Furniture and office equipment		5 years
Laboratory equipment		5 years
Computer equipment		3 years
Leasehold improvements		Life of lease

Fair Value of Financial Instruments

Fair Value of Financial Instruments

●

Level 1 — Quoted prices in active markets for identical assets or liabilities.

●

Level 3 — Unobservable inputs that are supported by little or no market activity and that are significant to the fair value of the assets or liabilities.

Income Taxes

Income Taxes

Patents and Patent Application Costs

Patents and Patent Application Costs

Segment Information

Segment Information

Research and Development Costs

Research and Development Costs

Research Contract Costs and Accruals

Research Contract Costs and Accruals

Stock-Based Compensation

Stock-Based Compensation

Comprehensive Loss

Comprehensive Loss

Leases

Leases

Recent Accounting Pronouncements

Recent Accounting Pronouncements

BASIS OF PRESENTATION (Details Narrative) - USD ($) $ in Thousands	1 Months Ended	12 Months Ended
	Aug. 31, 2022	Dec. 31, 2023	Dec. 31, 2022
Organization, Consolidation and Presentation of Financial Statements [Abstract]
Net loss		$ 28,297	$ 5,207
Cash used in operations		20,275	$ 3,571
Cash and cash equivalents and short-term investments		$ 23,191
Reverse stock split	1-for-3 reverse stock split

- Definition

The portion of profit or loss for the period, net of income taxes, which is attributable to the parent.

+ References

+ Details

SHORT-TERM INVESTMENTS

12 Months Ended

Dec. 31, 2023

Investments, All Other Investments [Abstract]

SHORT-TERM INVESTMENTS

NOTE 4 - SHORT-TERM INVESTMENTS

As of December 31, 2023, the Company’s available-for-sale investments by type, consisted of the following:

	Amortized Cost		Gross Unrealized Gains		Gross Unrealized Losses		Credit Losses		Fair Value
US Government agency bonds	$	8,617	$	8	$	—	$	—	$	8,625
US Treasury bonds		5,144		4		—		—		5,148
Total	$	13,761	$	12	$	—	$	—	$	13,773

As of December 31, 2023, all available-for-sale securities consisted of investments that mature within one year.

PROPERTY AND EQUIPMENT

12 Months Ended

Dec. 31, 2023

Property, Plant and Equipment [Abstract]

PROPERTY AND EQUIPMENT

NOTE 5 - PROPERTY AND EQUIPMENT

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

SCHEDULE OF PROPERTY AND EQUIPMENT

	December 31, 2023			December 31, 2022
Furniture and office equipment	$	148		$	148
Laboratory equipment		2,792			2,762
Computer equipment		127			127
Leasehold improvements		557			557
Construction-in-progress		995			—
Property and equipment, gross		4,619			3,594
Less: accumulated depreciation and amortization		(3,449	)		(2,950	)
Property and equipment, net	$	1,170		$	644

Depreciation expense for each of the years ended December 31, 2023 and 2022 was $499 and $553, respectively.

SHAREHOLDERS’ EQUITY

12 Months Ended

Dec. 31, 2023

Equity [Abstract]

SHAREHOLDERS’ EQUITY

NOTE 13 - 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 8,359,143 shares of common stock, of which 994,705 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 December 31, 2023 and 2022, there were 26,788,986 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 8). Two of the PIPE 1 Purchasers were 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 year ended December 31, 2023, the Company received $6,000 of the committed amount of $17,500. As of December 31, 2023, the Company sold 1,017,079 shares of its common stock under the PIPE 1 SPA resulting in gross and net proceeds to the Company of $20,342 and $19,842, 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 was 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 December 31, 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 December 31, 2023, the Company sold 1,292,079 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 $25,842 and $25,142, respectively. As of that same date, the Company had received $6,000 of the $30,000 in aggregate committed investment amounts to be funded following the PIPE 1 Initial Closing and PIPE 2 Initial Closing.

In November 2023, the Company agreed to extend the funding deadline for $2,000 of the remaining committed investment amounts to March 31, 2024. The investor who was obligated to fund $22,000 of the remaining committed investment amounts has not made such payments and has indicated that he does not intend to comply with his investment commitments under the Purchase Agreements. The Company is currently evaluating the potential remedies with respect to this investor’s non-compliance with his contractual obligations to the Company.

Grant of Restricted Stock Units

The following table summarizes restricted common stock activity during the year ended December 31, 2023:

	Number of Restricted Shares		Fair Value			Weighted Average Grant Date Fair Value
Non-vested, December 31, 2022		-	$	-		$	-
Granted		171,400		2,043			11.92
Vested		(113,500)		(940	)		6.57
Forfeited		-		-			-
Non-vested, December 31, 2023		57,900	$	1,103		$	22.40

In February 2023, the Company’s Board of Directors approved the issuance of a combined total of 113,500 restricted units (“RSU”) 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 and were issued to the RSU holders during the year ended December 31, 2023. The RSU shares were granted under the Company’s 2022 Equity Incentive Plan.

In September 2023, the Company’s Board of Directors approved the issuance of a combined total of 57,900 restricted shares of the Company’s common stock (“restricted common stock”) to certain of its employees and directors. The fair value of the shares on the date of grant was $1,297. All of the shares vest in one to four years. The restricted common stock was granted under the Company’s 2022 Equity Incentive Plan. As none of the shares vested during the year ended December 31, 2023, no shares were issued relating to the grant.

During the year ended December 31, 2023, the Company recorded $940 of stock compensation for the fair value vesting of restricted common stock, and as of December 31, 2023, $1,103 of unamortized compensation remained.

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 December 31, 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 December 31, 2023, a total of 1,632,314 shares were available for grant under the 2019 plan.

In June 2022, the Company’s Board of Directors approved the adoption of the 2022 Equity Incentive Plan (“the 2022 Plan”). The 2022 Plan provides for the grant of incentive stock options (“ISOs”), to employees, including employees of any parent or subsidiary, and for the grant of nonstatutory stock options (“NSOs”), stock appreciation rights, restricted stock awards, RSU awards, performance awards and other forms of stock awards to employees, directors, and consultants, including employees and consultants of our affiliates. The 2022 Plan is a successor to the 2019 Plan. No further grants will be made under the 2019 Plan. The maximum number of shares of the Company’s common stock under the 2022 Plan that may be issued is 2,800,000 shares. In addition, the number of shares of the Company’s common stock reserved for issuance under the 2022 Plan will automatically increase on January 1 of each calendar year, starting on January 1, 2024 and continuing through and including January 1, 2032, in an amount equal to 5% of the total number of shares of our common stock outstanding on the last day of the calendar month before the date of each automatic increase, or a lesser number of shares determined by the Company’s Board of Directors. During the year ended December 31, 2023, a total of 706,388 option shares of the Company’s common stock, with a fair value of $12,645, were granted under the 2022 Plan, along with 171,400 RSU shares. As of December 31, 2023, a total of 1,922,212 shares were available for grant under the 2022 plan. In January 2024, the number of shares available to be issued under the 2022 Plan automatically increased by 1,339,449 shares, as determined by the Plan, and 3,261,661 shares were available for grant under the 2022 Plan as of that date.

In September 2023, the Company’s Board of Directors approved the adoption of the Company’s 2023 Inducement Plan (the “Inducement Plan”) to reserve 1,000,000 shares of the Company’s common stock to be used exclusively for grants of awards to individuals that were not previously employees or directors of the Company as an inducement material to the individual’s entry into employment with the Company. The Inducement Plan provides for the grant of NSOs, stock appreciation rights, restricted stock awards, RSU awards, performance-based cash and stock awards, and other stock-based awards. In addition, forms of (i) Stock Option Grant Notice, Stock Option Agreement and Notice of Exercise and (ii) Restricted Stock Unit Grant Notice and Restricted Stock Unit Award Agreement, for both (a) executive officers and (b) employees at or below the vice president level, were adopted and approved for use with the Inducement Plan. The terms and conditions of the Inducement Plan are substantially similar to the Company’s stockholder-approved 2022 Equity Incentive Plan. During the year ended December 31, 2023, a total of 444,300 option shares, with a fair value of $8,031, were granted under the Inducement Plan. As of December 31, 2023, a total of 555,700 shares were available for grant under the Inducement 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.

Stock Option Grants during the Year Ended December 31, 2023

During the year ended December 31, 2023, under its 2022 Plan and Inducement Plan, the Company’s Board of Directors approved the granting of options to certain employees and directors to purchase 1,150,688 shares of its common stock with exercise prices of $13.97 and $22.40 per share. The options vest over various periods, but none longer than four years, expire ten years from the date of grant and had an aggregate fair value of $20,676 at the date of grant. The Company valued the options using a Black-Scholes option pricing model. During the year ended December 31, 2023, the Company recorded $2,515 of stock compensation for the value of these options and previously granted options vesting during the period.

The assumptions used for the options granted during the year ended December 31, 2023 are as follows:

SCHEDULE OF OPTION GRANTED

Exercise prices	$	13.97 - 22.40
Expected dividends		—
Expected volatility		100.0	%
Risk free interest rate		3.9% - 4.4	%
Expected life of options		5.5 - 6.6

Stock Option Grants during the Year Ended December 31, 2022

During the year ended December 31, 2022, under its 2019 Incentive Plan, the Company granted options to certain employees and directors, and a consultant, to purchase 247,785 shares of its common stock with exercise prices of $9.00 and $10.50 per share. The options vest over various periods, but none longer than four years, expire ten years from the date of grant and had an aggregate fair value of $1,969 at the date of grant. The Company valued the options using a Black-Scholes option pricing model. During the year ended December 31, 2022, the Company recorded $2,415 of stock compensation for the value of these options and previously granted options vesting during the period.

The assumptions used for all of the options granted during the year ended December 31, 2022 are as follows:

Exercise prices	$	9.00 - 10.50
Expected dividends		—
Expected volatility		94.6% - 96.1	%
Risk free interest rate		0.34	%
Expected life of options		5.0 – 5.9

The table below summarizes the Company’s stock option activities for the years ended December 31, 2023 and 2022:

SCHEDULE OF STOCK OPTION ACTIVITY

	Number of Option Shares			Exercise Price Range Per Share		Weighted Average Exercise Price
Balance, December 31, 2021		3,953,234		$	9.00 - 10.50	$	10.11
Granted		247,785			9.00 - 10.50		10.40
Cancelled		—			—		—
Exercised		—			—		—
Expired		—			—		—
Balance, December 31, 2022		4,201,019			9.00 - 10.50		10.12
Granted		1,150,688			13.97 – 22.40		22.26
Cancelled		—			—		—
Exercised		(232,787	)		6.00 – 10.50		6.34
Expired		(51,581	)		6.00		6.00
Balance, December 31, 2023		5,067,339		$	6.00 - 22.40	$	9.76
Vested and exercisable, December 31, 2023		3,780,455		$	6.00 - 10.50	$	6.09
Unvested, December 31, 2023		1,286,884		$	6.00 – 22.40	$	20.66

The following table summarizes information concerning outstanding and exercisable options as of December 31, 2023:

		Options Outstanding						Options Exercisable
Range of Exercise Prices		Number Outstanding		Average Remaining Contractual Life (in years)		Weighted Average Exercise Price		Number Exercisable		Average Remaining Contractual Life (in years)		Weighted Average Exercise Price
$	6.00		3,826,552		4.55	$	6.00		3,689,352		4.43	$	6.00
	6.01 – 10.50		90,099		2.03		9.52		90,099		2.03		9.52
	10.51 – 22.40		1,150,688		9.70		22.26		704		9.69		22.40
$	6.00 - 22.40		5,067,339		5.68	$	9.76		3,780,455		4.37	$	6.09

Stock Option Repricing

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 $2,689 was recorded during the year ended December 31, 2023, with the remainder of the cost being recorded over the future vesting periods of the options.

Stock Option Exercises

During the year ended December 31, 2023, a total of 232,787 option shares were exercised for total proceeds of $1,474.

As of December 31, 2023, unvested compensation of $19,825 remained that will be amortized over the remaining vesting periods, through December 2027. The weighted average grant-date fair value per share of options granted during the years ended December 31, 2023 and 2022 was $22.26 and $7.68, respectively. The aggregate intrinsic value for option shares outstanding at December 31, 2023 was $31,056.

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.

The following table summarizes the stock-based compensation expense, for stock options only, by line item in the statements of operations for the years ended December 31, 2023 and 2022, respectively.

	December 31, 2023		December 31, 2022
Research and development	$	915	$	368
General and administrative		1,600		2,047
Total stock-based compensation expense	$	2,515	$	2,415

Stock Warrants

The table below summarizes the Company’s warrants activities for the years ended December 31, 2023 and 2022:

SCHEDULE OF WARRANTS ACTIVITY

	Number of Warrant Shares			Exercise Price Range Per Share		Weighted Average Exercise Price
Balance, December 31, 2021		823,123		$	0.03 – 10.50	$	7.56
Granted		—			—		—
Cancelled		—			—		—
Exercised		(16,666	)		0.03 – 9.00		7.21
Expired		(81,283	)		0.03 – 10.50		1.56
Balance, December 31, 2022		725,174			3.00 - 10.50		8.24
Granted		447,906			5.40 - 10.50		7.87
Cancelled		(36	)		9.00		9.00
Exercised		(655,523	)		6.00 - 10.50		8.81
Expired		(4,762	)		10.50		10.50
Balance, December 31, 2023		512,759		$	3.00 - 10.50	$	7.14
Vested and exercisable, December 31, 2023		512,759		$	3.00 - 10.50	$	7.14

The following table summarizes information concerning outstanding and exercisable warrants as of December 31, 2023:

		Warrants Outstanding						Warrants Exercisable
Range of Exercise Prices		Number Outstanding		Average Remaining Contractual Life (in years)		Weighted Average Exercise Price		Number Exercisable		Average Remaining Contractual Life (in years)		Weighted Average Exercise Price
$	3.00		133,333		3.17	$	3.00		133,333		3.17	$	3.00
	3.01 – 10.49		375,617		2.24		8.57		375,617		2.24		8.57
	10.50		3,809		0.31		10.50		3,809		0.31		10.50
$	3.00 – 10.50		512,759		2.46	$	7.14		512,759		2.46	$	7.14

Upon the closing of the IPO and the overallotment exercises, the Company agreed to issue the underwriters warrants entitling them to purchase up to 185,694 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 year ended December 31, 2023, the underwriters completed cashless exercises of their warrants to purchase 185,694 shares of common stock at an exercise price of $6.00 per share. Pursuant to this exercise, the warrant holder received 140,303 shares of the Company’s common stock. As of December 31, 2023, no shares were still outstanding.

During the year ended December 31, 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 8). The warrants have an exercise price of $5.40 per share and expire three years from the date of the grant. None of these warrants have been exercised as of December 31, 2023.

During the year ended December 31, 2023, the Company granted warrants to certain of its lenders to purchase up to 217,771 shares of the Company’s common stock. The warrants have exercise prices of $9.00 and $10.50 per share. The Company calculated the aggregate fair value of the warrants on the date of grant to be $3,152 using a Black-Scholes pricing model. As all of the debt converted during the year ended December 31, 2023, the value of the warrants was recorded as a financing cost during the same period. During the year ended December 31, 2023, 217,771 warrant shares were exercised for proceeds of $2,175.

During the year ended December 31, 2023, a warrant holder completed a cashless exercise of their warrants to purchase 146,641 shares of common stock at an exercise price of $10.50 per share. Pursuant to this exercise, the warrant holder received 70,265 shares of the Company’s common stock.

During the year ended December 31, 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. Warrant holders also exercised 88,751 warrant shares for proceeds of $814.

During the year ended December 31, 2023, a total of 126,767 shares were forfeited by the warrant holders in connection with their cashless exercises.

The aggregate intrinsic value for warrant shares outstanding at December 31, 2022 was $3,141.

- 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)
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-URI https://asc.fasb.org//1943274/2147481112/505-10-50-13

Reference 3: http://www.xbrl.org/2003/role/disclosureRef
-Topic 505
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-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
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-Name Accounting Standards Codification
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Reference 16: http://www.xbrl.org/2003/role/disclosureRef
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Reference 17: http://www.xbrl.org/2003/role/disclosureRef
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Reference 18: http://www.xbrl.org/2003/role/disclosureRef
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-Section 50
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-URI https://asc.fasb.org//1943274/2147481112/505-10-50-18

Reference 19: http://www.xbrl.org/2003/role/disclosureRef
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-Subparagraph (d)
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147481112/505-10-50-18

+ Details

SCHEDULE OF CHANGES IN ESTIMATED FAIR VALUE OF WARRANT LIABILITIES (Details) - USD ($) $ in Thousands	12 Months Ended
	Dec. 31, 2023	Dec. 31, 2022
Notes Payable Shareholders
Warrant, beginning balance	$ 169
Recognition of warrant liabilities		169
Change in fair value
Extinguishment	(169)
Warrant, ending balance		$ 169

SHAREHOLDERS’ EQUITY (Details Narrative) - USD ($)							1 Months Ended			2 Months Ended	9 Months Ended		12 Months Ended
SHAREHOLDERS’ EQUITY (Details Narrative) - USD ($)	Jun. 09, 2023	May 12, 2023	May 12, 2023	Feb. 17, 2023	Jan. 30, 2023	Sep. 30, 2018	Feb. 28, 2023	Jun. 30, 2022	Sep. 30, 2018	Mar. 15, 2024	Sep. 30, 2023	Sep. 30, 2022	Dec. 31, 2023	Dec. 31, 2022	Jan. 31, 2024	Nov. 30, 2023	Jan. 31, 2023	Jan. 01, 2023	Dec. 30, 2022	Aug. 31, 2009
Class of Stock [Line Items]
Preferred stock, shares authorized														29,927,994
Common stock, shares authorized													200,000,000	200,000,000			200,000,000		75,000,000
Common stock, shares issued													26,788,986	9,126,726
Common stock, shares outstanding													26,788,986	9,126,726
Gross proceeds of the IPO													$ 14,503,000
Received committed investment amounts													6,000
Gross proceeds from common stock													25,142,000
Aggregate committed investment amounts													$ 30,000
Issuance of restricted shares													171,400
Fair value granted													$ 2,043,000
Stock compensation													940,000
Unamortized compensation													$ 1,103,000
Granted shares													1,150,688	247,785
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
Exercise price per share													$ 6.34
Share compensation													$ 2,515,000	$ 2,415,000
Repricing costs											$ 2,733,000		$ 2,689,000
Number of options shares, exercised													232,787
Proceeds from the exercise of stock options													$ 1,474,000
Unvested compensation													$ 19,825,000
Weighted average grant date fair value													$ 22.26	$ 7.68
Aggregate intrinsic value outstanding													$ 31,056,000
Exercise of warrants shares													217,771
Fair value of warrants
Warrant exercised													$ 2,175,000
Number of restricted shares, forfeited
Aggregate intrinsic value of warrants													$ 3,141,000
Exercise Price Range Two [Member]
Class of Stock [Line Items]
Range of exercise prices, lower limit												$ 9.00	$ 6.01
Range of exercise prices, upper limit												10.50	$ 10.50
Options outstanding number of outstanding													90,099
Exercise price													$ 3.01
Exercise price													10.49
Exercise Price Range One [Member]
Class of Stock [Line Items]
Range of exercise prices, upper limit												$ 6.00	$ 6.00
Options outstanding number of outstanding												4,092,887
Options outstanding number of outstanding													3,826,552
Exercise price													$ 3.00
Subsequent Event [Member]
Class of Stock [Line Items]
Exercise of warrants shares										76,487
Exercise price										$ 9.00
Exercise price										$ 10.50
Warrant exercised										$ 688,000
Warrant exercised										3,809
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 of common stock option granted													1,632,314
2019 Equity Incentive Plan [Member] \| Maximum [Member]
Class of Stock [Line Items]
Shares of common stock issued									5,833,333
2022 Plan [Member]
Class of Stock [Line Items]
Shares of common stock issued								2,800,000
Number of shares of common stock percentage								5.00%
2022 Plan [Member] \| Subsequent Event [Member]
Class of Stock [Line Items]
Shares of common stock issued															1,339,449
2023 Inducement Plan [Member]
Class of Stock [Line Items]
Shares of common stock issued											1,000,000
2022 And Inducement Plan [Member]
Class of Stock [Line Items]
Granted shares													1,150,688
Vesting description													vest over various periods, but none longer than four years, expire ten years from the date of grant
Aggregate fair value													$ 20,676,000
2022 And Inducement Plan [Member] \| Maximum [Member]
Class of Stock [Line Items]
Exercise price per share													$ 22.40
2022 And Inducement Plan [Member] \| Minimum [Member]
Class of Stock [Line Items]
Exercise price per share													$ 13.97
2019 Incentive Plan [Member]
Class of Stock [Line Items]
Granted shares														247,785
Vesting description														vest over various periods, but none longer than four years, expire ten years from the date of grant
Aggregate fair value														$ 1,969,000
2019 Incentive Plan [Member] \| Maximum [Member]
Class of Stock [Line Items]
Exercise price per share														$ 10.50
2019 Incentive Plan [Member] \| Minimum [Member]
Class of Stock [Line Items]
Exercise price per share														$ 9.00
Director [Member]
Class of Stock [Line Items]
Issuance of restricted shares				113,500							57,900
Fair value granted				$ 746,000							$ 1,297,000
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													217,771
Exercise price													$ 9.00
Exercise price													$ 10.50
Warrant Holder [Member]
Class of Stock [Line Items]
Number of restricted shares, forfeited													126,767
March Thirty One Two Thousand Twenty Four [Member]
Class of Stock [Line Items]
Investments																$ 2,000,000
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
Proceeds after underwriting discounts and commissions and offering expenses							$ 12,632,000
Private Placement [Member]
Class of Stock [Line Items]
Sale of stock, shares	900,000		1,665,213
Sale of share price	$ 20.00	$ 20.00	$ 20.00
Proceeds from common stock resulting in private placement	$ 18,000	$ 33,300
Cancellation of bridge loan and accrued interest		1,463,000	$ 1,463,000
Received committed investment amounts	$ 12,500
Received amount on investment													$ 6,000
Committed amount													$ 17,500
Investments																$ 22,000,000
Private Placement [Member] \| PurchaseAgreements [Member]
Class of Stock [Line Items]
Sale of stock, shares													1,292,079
Private Placement [Member] \| May 12 2023 [Member]
Class of Stock [Line Items]
Sale of stock, shares													1,017,079
Received committed investment amounts		17,500	$ 17,500
Gross proceeds from common stock		20,342
Net proceeds from common stock		$ 19,842
Private Placement [Member] \| June 9 2023 [Member]
Class of Stock [Line Items]
Sale of stock, shares													275,000
Gross proceeds from common stock													$ 5,500
Net proceeds from common stock													5,300
First Private Placement [Member]
Class of Stock [Line Items]
Proceeds from common stock resulting in private placement													25,842
Second Private Placement [Member]
Class of Stock [Line Items]
Proceeds from common stock resulting in private placement													$ 25,142
Common Stock [Member]
Class of Stock [Line Items]
Shares issued in conversion					8,359,143
Shares issued in conversion price adjustment					994,705
Number of options shares, exercised													232,787
Common stock issued													1,292,079
Common Stock [Member] \| 2022 Plan [Member]
Class of Stock [Line Items]
Issuance of restricted shares													171,400
Shares of common stock option granted													1,922,212
Granted shares													706,388
Fair value of stock option													$ 12,645
Common Stock [Member] \| 2022 Plan [Member] \| Subsequent Event [Member]
Class of Stock [Line Items]
Shares of common stock option granted															3,261,661
Common Stock [Member] \| 2023 Inducement Plan [Member]
Class of Stock [Line Items]
Shares of common stock option granted													555,700
Granted shares													444,300
Fair value of stock option													$ 8,031
Common Stock [Member] \| IPO [Member]
Class of Stock [Line Items]
Warrant exercised													44,441
Warrant [Member]
Class of Stock [Line Items]
Exercise of warrants shares													185,694
Exercise price													$ 6.00
Common stock issued													140,303
Shares outstanding													0
Fair value of warrants													$ 3,152,000
Warrant [Member] \| Lender [Member]
Class of Stock [Line Items]
Exercise of warrants shares													44,441
Exercise price													$ 5.40
Warrant [Member] \| IPO [Member]
Class of Stock [Line Items]
Exercise of warrants shares													185,694
Exercise price													$ 6.00
Warrant One [Member] \| Warrant Holder [Member]
Class of Stock [Line Items]
Exercise of warrants shares													146,641
Exercise price													$ 10.50
Common stock issued													70,265
Warrant Two [Member] \| Warrant Holder [Member]
Class of Stock [Line Items]
Exercise of warrants shares													16,666
Exercise price													$ 9.00
Common stock issued													11,666
Warrant exercised													$ 814,000
Warrant exercised													88,751
Series A Through K Preferred Stock [Member]
Class of Stock [Line Items]
Preferred stock, shares outstanding					22,094,889
Preferred stock, shares authorized													10,000,000	29,927,994				10,000,000	29,927,994
Series H Preferred Stock [Member]
Class of Stock [Line Items]
Shares issued in conversion					272,101
Dividend earned but undeclared and unpaid					$ 3,443,000
Preferred stock, shares authorized														5,000,000

SUBSEQUENT EVENTS

12 Months Ended

Dec. 31, 2023

Subsequent Events [Abstract]

SUBSEQUENT EVENTS

NOTE 16 - SUBSEQUENT EVENTS

Subsequent to December 31, 2023, several warrant holders exercised their warrants to purchase 76,487 shares of common stock at an exercise price of $9.00 per share. Total proceeds relating to the exercises was $688.

Subsequent to December 31, 2023, the Company extended the warrant expiration date on the warrants for two warrant holders. Their warrants were set to expire on December 31, 2023, but were extended to March 31, 2024. The total number of shares subject to the extended warrants was 3,809, each with an exercise price of $10.50.

SCHEDULE OF FINANCIAL ASSETS AND LIABILITIES MEASURED AT FAIR VALUE ON A RECURRING BASIS (Details) $ in Thousands	Dec. 31, 2023 USD ($)
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]
Total Cash equivalents and Short-term investments	$ 21,697
US Government Agencies Debt Securities [Member]
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]
US Government Agency bonds	8,625
US Treasury Securities [Member]
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]
US Government Agency bonds	5,148
Money Market Funds [Member]
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]
Money market funds	7,924
Fair Value, Inputs, Level 1 [Member]
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]
Total Cash equivalents and Short-term investments
Fair Value, Inputs, Level 1 [Member] \| US Government Agencies Debt Securities [Member]
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]
US Government Agency bonds
Fair Value, Inputs, Level 1 [Member] \| US Treasury Securities [Member]
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]
US Government Agency bonds
Fair Value, Inputs, Level 1 [Member] \| Money Market Funds [Member]
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]
Money market funds
Fair Value, Inputs, Level 2 [Member]
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]
Total Cash equivalents and Short-term investments	21,697
Fair Value, Inputs, Level 2 [Member] \| US Government Agencies Debt Securities [Member]
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]
US Government Agency bonds	8,625
Fair Value, Inputs, Level 2 [Member] \| US Treasury Securities [Member]
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]
US Government Agency bonds	5,148
Fair Value, Inputs, Level 2 [Member] \| Money Market Funds [Member]
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]
Money market funds	7,924
Fair Value, Inputs, Level 3 [Member]
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]
Total Cash equivalents and Short-term investments
Fair Value, Inputs, Level 3 [Member] \| US Government Agencies Debt Securities [Member]
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]
US Government Agency bonds
Fair Value, Inputs, Level 3 [Member] \| US Treasury Securities [Member]
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]
US Government Agency bonds
Fair Value, Inputs, Level 3 [Member] \| Money Market Funds [Member]
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]
Money market funds

SHAREHOLDERS’ EQUITY (Tables)

12 Months Ended

Dec. 31, 2023

Equity [Abstract]

SCHEDULE OF 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

SCHEDULE OF RESTRICTED COMMON STOCK ACTIVITY

The following table summarizes restricted common stock activity during the year ended December 31, 2023:

	Number of Restricted Shares		Fair Value			Weighted Average Grant Date Fair Value
Non-vested, December 31, 2022		-	$	-		$	-
Granted		171,400		2,043			11.92
Vested		(113,500)		(940	)		6.57
Forfeited		-		-			-
Non-vested, December 31, 2023		57,900	$	1,103		$	22.40

SCHEDULE OF OPTION GRANTED

The assumptions used for the options granted during the year ended December 31, 2023 are as follows:

SCHEDULE OF OPTION GRANTED

Exercise prices	$	13.97 - 22.40
Expected dividends		—
Expected volatility		100.0	%
Risk free interest rate		3.9% - 4.4	%
Expected life of options		5.5 - 6.6

The assumptions used for all of the options granted during the year ended December 31, 2022 are as follows:

Exercise prices	$	9.00 - 10.50
Expected dividends		—
Expected volatility		94.6% - 96.1	%
Risk free interest rate		0.34	%
Expected life of options		5.0 – 5.9

SCHEDULE OF STOCK OPTION ACTIVITY

The table below summarizes the Company’s stock option activities for the years ended December 31, 2023 and 2022:

SCHEDULE OF STOCK OPTION ACTIVITY

	Number of Option Shares			Exercise Price Range Per Share		Weighted Average Exercise Price
Balance, December 31, 2021		3,953,234		$	9.00 - 10.50	$	10.11
Granted		247,785			9.00 - 10.50		10.40
Cancelled		—			—		—
Exercised		—			—		—
Expired		—			—		—
Balance, December 31, 2022		4,201,019			9.00 - 10.50		10.12
Granted		1,150,688			13.97 – 22.40		22.26
Cancelled		—			—		—
Exercised		(232,787	)		6.00 – 10.50		6.34
Expired		(51,581	)		6.00		6.00
Balance, December 31, 2023		5,067,339		$	6.00 - 22.40	$	9.76
Vested and exercisable, December 31, 2023		3,780,455		$	6.00 - 10.50	$	6.09
Unvested, December 31, 2023		1,286,884		$	6.00 – 22.40	$	20.66

SCHEDULE OF OUTSTANDING AND EXERCISABLE OPTIONS

The following table summarizes information concerning outstanding and exercisable options as of December 31, 2023:

		Options Outstanding						Options Exercisable
Range of Exercise Prices		Number Outstanding		Average Remaining Contractual Life (in years)		Weighted Average Exercise Price		Number Exercisable		Average Remaining Contractual Life (in years)		Weighted Average Exercise Price
$	6.00		3,826,552		4.55	$	6.00		3,689,352		4.43	$	6.00
	6.01 – 10.50		90,099		2.03		9.52		90,099		2.03		9.52
	10.51 – 22.40		1,150,688		9.70		22.26		704		9.69		22.40
$	6.00 - 22.40		5,067,339		5.68	$	9.76		3,780,455		4.37	$	6.09

SUMMARY OF STOCK BASED COMPENSATION EXPENSE

The following table summarizes the stock-based compensation expense, for stock options only, by line item in the statements of operations for the years ended December 31, 2023 and 2022, respectively.

	December 31, 2023		December 31, 2022
Research and development	$	915	$	368
General and administrative		1,600		2,047
Total stock-based compensation expense	$	2,515	$	2,415

SCHEDULE OF WARRANTS ACTIVITY

The table below summarizes the Company’s warrants activities for the years ended December 31, 2023 and 2022:

SCHEDULE OF WARRANTS ACTIVITY

	Number of Warrant Shares			Exercise Price Range Per Share		Weighted Average Exercise Price
Balance, December 31, 2021		823,123		$	0.03 – 10.50	$	7.56
Granted		—			—		—
Cancelled		—			—		—
Exercised		(16,666	)		0.03 – 9.00		7.21
Expired		(81,283	)		0.03 – 10.50		1.56
Balance, December 31, 2022		725,174			3.00 - 10.50		8.24
Granted		447,906			5.40 - 10.50		7.87
Cancelled		(36	)		9.00		9.00
Exercised		(655,523	)		6.00 - 10.50		8.81
Expired		(4,762	)		10.50		10.50
Balance, December 31, 2023		512,759		$	3.00 - 10.50	$	7.14
Vested and exercisable, December 31, 2023		512,759		$	3.00 - 10.50	$	7.14

SCHEDULE OF OUTSTANDING AND EXERCISABLE WARRANTS

The following table summarizes information concerning outstanding and exercisable warrants as of December 31, 2023:

		Warrants Outstanding						Warrants Exercisable
Range of Exercise Prices		Number Outstanding		Average Remaining Contractual Life (in years)		Weighted Average Exercise Price		Number Exercisable		Average Remaining Contractual Life (in years)		Weighted Average Exercise Price
$	3.00		133,333		3.17	$	3.00		133,333		3.17	$	3.00
	3.01 – 10.49		375,617		2.24		8.57		375,617		2.24		8.57
	10.50		3,809		0.31		10.50		3,809		0.31		10.50
$	3.00 – 10.50		512,759		2.46	$	7.14		512,759		2.46	$	7.14

SCHEDULE OF POTENTIALLY DILUTIVE SECURITIES (Details) - shares	12 Months Ended
	Dec. 31, 2023	Dec. 31, 2022
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items]
Total	5,637,998	16,072,244
Convertible Debt Securities [Member]
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items]
Total		3,394,569
Common Stock Equivalent of Series A Through K Convertible Preferred Stock [Member]
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items]
Total		7,567,630
Share-Based Payment Arrangement, Option [Member]
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items]
Total	5,067,339	4,201,019
Warrant [Member]
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items]
Total	512,759	725,174
Restricted Stock Units (RSUs) [Member]
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items]
Total	57,900
Stock Warrants Issuable Upon Conversion of Notes Payable [Member]
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items]
Total		183,852

ACCRUED PAYROLL AND PAYROLL TAXES

12 Months Ended

Dec. 31, 2023

Accrued Payroll And Payroll Taxes

ACCRUED PAYROLL AND PAYROLL TAXES

NOTE 6 – ACCRUED PAYROLL AND PAYROLL TAXES

As of December 31, 2022, the Company had accrued compensation owed to the Company’s Chief Executive Officer, another employee and two former employees that had accrued over a several year period in the amount of $2,852. During the year ended December 31, 2023, the Company repaid $1,187 of the amounts that were accrued. In addition, during the period, the Company incurred payroll tax liabilities of $2,037 relating to stock option exercises and restricted stock unit vesting, and repaid $1,716 of that liability, leaving a balance of $321 due as of December 31, 2023. As of December 31, 2023, a total of $2,117 was owed to employees for these past due balances, and for current accrued payroll and payroll taxes, and other compensation related benefits.

SCHEDULE OF RESTRICTED COMMON STOCK ACTIVITY (Details) $ / shares in Units, $ in Thousands	12 Months Ended
	Dec. 31, 2023 USD ($) $ / shares shares
Equity [Abstract]
Number of restricted shares, beginning \| shares
Fair value, beginning \| $
Weighted average grant date fair value, beginning \| $ / shares
Number of restricted shares, granted \| shares	171,400
Fair value, granted \| $	$ 2,043
Weighted average grant date fair value, granted \| $ / shares	$ 11.92
Number of restricted shares, vested \| shares	(113,500)
Fair value, vested \| $	$ (940)
Weighted average grant date fair value, vested \| $ / shares	$ 6.57
Number of restricted shares, forfeited \| shares
Fair value, forfeited \| $
Weighted average grant date fair value, forfeited \| $ / shares
Number of restricted shares, ending \| shares	57,900
Fair value, ending \| $	$ 1,103
Weighted average grant date fair value, ending \| $ / shares	$ 22.40