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FAIR VALUE MEASUREMENTS | 9 Months Ended
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Sep. 30, 2024
Fair Value Disclosures [Abstract] |
FAIR VALUE MEASUREMENTS | NOTE 4 – FAIR VALUE MEASUREMENTS The Company calculates the fair value of the Company’s assets and liabilities that qualify as financial instruments and includes additional information in the notes to the consolidated financial statements when the fair value is different than the carrying value of these financial instruments. The estimated fair value of other receivables, prepaid expenses and other current assets, other assets, accounts payable, accrued expenses, and payables to licensor approximate their carrying amounts due to the relatively short maturity of these instruments. U.S. GAAP defines fair value as the exchange price that would be received for an asset or paid to transfer a liability (an exit price) in the principal or most advantageous market for the asset or liability in an orderly transaction between market participants at the measurement date. This guidance establishes a three-level fair value hierarchy that prioritizes the inputs used to measure fair value. The hierarchy requires entities to maximize the use of observable inputs and minimize the use of unobservable inputs. The three levels of inputs used to measure fair value are as follows:
| ● | Level 1 - Quoted prices in active markets for identical assets or liabilities.
| ● | Level 2 - Observable inputs other than quoted prices included in Level 1, such as quoted prices for similar assets and liabilities in active markets; quoted prices for identical or similar assets and liabilities in markets that are not active; or other inputs that are observable or can be corroborated by observable market data.
| ● | Level 3 - Unobservable inputs that are supported by little or no market activity and that are significant to the fair value of the assets and liabilities. This includes certain pricing models, discounted cash flow methodologies and similar valuation techniques that use significant unobservable inputs.
The Company has segregated all financial assets and liabilities that are measured at fair value on a recurring basis (at least annually) into the most appropriate level within the fair value hierarchy based on the inputs used to determine the fair value at the measurement date in the table below. The following table provides a summary of financial assets measured at fair value on a recurring basis as of September 30, 2024 and December 31, 2023 (in thousands): SCHEDULE OF FAIR VALUE, ASSETS AND LIABILITIES MEASURED ON RECURRING AND NON-RECURRING BASIS
Description |  | Fair Value at September 30, 2024 |  |  | Level 1 |  |  | Level 2 |  |  | Level 3 |
Recurring Assets |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |
Cash equivalents |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |
Money market funds |  | $ | 15,193 |  |  | $ | 15,193 |  |  | $ | — |  |  | $ | — |
Short-term investments |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |
U.S. treasury securities |  |  | 43,572 |  |  |  | 43,572 |  |  |  | — |  |  |  | — |
U.S. federal agency securities |  |  | 36,863 |  |  |  | — |  |  |  | 36,863 |  |  |  | — |
Certificates of deposit |  |  | 13,540 |  |  |  | 13,540 |  |  |  | — |  |  |  | — |
Total assets measured at fair value |  | $ | 109,168 |  |  | $ | 72,305 |  |  | $ | 36,863 |  |  | $ | — |
Liabilities |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |
Payable to licensor |  | $ | 4,921 |  |  | $ | — |  |  | $ | — |  |  | $ | 4,921 |
Warrant liabilities |  |  | 38,789 |  |  |  | — |  |  |  | — |  |  |  | 38,789 |
Total liabilities measured at fair value |  |  | 43,710 |  |  | $ | — |  |  | $ | — |  |  |  | 43,710 |
Description |  | Fair Value at December 31, 2023 |  |  | Level 1 |  |  | Level 2 |  |  | Level 3 |
Recurring Assets |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |
Cash equivalents |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |
Money market fund |  | $ | 1,034 |  |  | $ | 1,034 |  |  | $ | — |  |  | $ | — |
Short-term investments |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |
U.S. treasury securities |  |  | 8,393 |  |  |  | 8,393 |  |  |  | — |  |  |  | — |
U.S. federal agency securities |  |  | 29,360 |  |  |  | — |  |  |  | 29,360 |  |  |  | — |
Total assets measured at fair value |  | $ | 38,787 |  |  | $ | 9,427 |  |  | $ | 29,360 |  |  | $ | — |
Liabilities |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |
Payable to licensor |  | $ | 4,580 |  |  | $ | — |  |  | $ | — |  |  | $ | 4,580 |
Warrant liabilities |  |  | 31,352 |  |  |  | — |  |  |  | — |  |  |  | 31,352 |
Total liabilities measured at fair value |  | $ | 35,932 |  |  | $ | — |  |  | $ | — |  |  | $ | 35,932 |
Warrant Liabilities As of September 30, 2024 and December 31, 2023, the Company had the following outstanding warrant liabilities: SCHEDULE OF OUTSTANDING WARRANT LIABILITIES
|  | September 30, 2024 |  |  | December 31, 2023 |
Warrants issued as part of the 2021 public offering, expiration date December 2026, exercise price of $9.75 per share |  |  | 1,788,000 |  |  |  | 1,788,000 |
Warrants issued as part of the 2022 Private Placement Offering, expiration date November 2027, exercise price $4.75 per share |  |  | 7,609,879 |  |  |  | 7,609,879 |
Warrants issued as part of the 2024 Loan Agreement, expiration date January 2029, exercise price $4.07 per share |  |  | 589,681 |  |  |  | — |
Outstanding warrant liabilities |  |  | 7,609,879 |  |  |  | 7,609,879 |
The common stock warrants related to the 2021 Public Offering and the 2022 Private Placement are not indexed to the Company’s own stock and therefore have been classified as liabilities at their estimated fair value. The common stock warrants issued in connection with the Loan Agreement issuance were determined to be liability classified under ASC 815 as the common stock warrants were not considered indexed to the Company’s stock. Changes in the estimated fair value of the warrant liabilities is recorded as changes in fair value of warrant liabilities in the consolidated statement of operations and comprehensive loss. In January 2024 as part of the Loan and Security Agreement, see Note 8, the Company issued warrants to purchase $2,400,000 worth of shares of the Company’s stock which have an exercise price equal to the lesser of (i) $4.75 and (ii) the price per share of the Company’s next bona fide round of equity financing before September 30, 2024 (the “2024 Loan Agreement Warrants”). In connection with the underwritten common stock offering consummated on May 7, 2024, pursuant to the terms of the 2024 Loan Agreement Warrants, the exercise price of was reduced to $4.07 per share and the shares issuable was calculated at 589,681 shares. On September 30, 2024, per the terms of the 2023 Loan Agreement Warrants, the exercise price and the number of shares became set at $4.07 per share and 589,681 shares, respectively. The following table provides a summary of the activity on the warrant liabilities (in thousands): SCHEDULE OF ACTIVITY OF WARRANT LIABILITIES
Warrant liabilities as of December 31, 2023 |  | $ | 31,352 |
Fair value of warrants issued in connection with the Loan Agreement |  |  | 220 |
Loss recognized in earnings from change in fair value |  |  | 7,217 |
Warrant liabilities as of September 30, 2024 |  | $ | 38,789 |
The warrant liabilities are valued using significant inputs not observable in the market. Accordingly, the warrant liability is measured at fair value on a recurring basis using unobservable inputs and are classified as Level 3 inputs within the fair value hierarchy. Fair value measurements categorized within Level 3 are sensitive to changes in the assumptions or methodology used to determine fair value and such changes could result in a significant increase or decrease in the fair value. The Company’s valuation of the common stock warrants utilized the Black-Scholes option-pricing model, which incorporated assumptions and estimates to value the common stock warrants. The Company assessed these assumptions and estimates at the end of each reporting period. The following table outlines the key inputs for the Black-Scholes option-pricing model: SCHEDULE OF ESTIMATE FAIR VALUE OF WARRANTS
|  | September 30, 2024 |  |  | December 31, 2023 |
Common share price |  |  | $6.32 |  |  |  | $5.01 |
Expected term (years) |  |  | 2.21 – 4.27 |  |  |  | 2.96 – 3.84 |
Risk-free interest rate (%) |  |  | 3.51% – 3.57% |  |  |  | 3.84% – 3.92% |
Volatility (%) |  |  | 96.51% - 100.00% |  |  |  | 100.00% |
Expected dividend yield (%) |  |  | 0% |  |  |  | 0% |
Derivative Liabilities The Conversion Right embedded within the Loan Agreement (see Note 8 below) required bifurcation as certain adjustments to the conversion price were not indexed to the Company’s own stock and therefore the Conversion Right was recorded as a derivative liability. The derivative liability is remeasured at each reporting period with the change in fair value recorded to changes in fair value of warrants and derivative liabilities in the condensed consolidated statement of operations until the derivative is exercised, expired, reclassified, or otherwise settled. On September 30, 2024, pursuant to the Loan Agreement, the conversion price was fixed at $4.88 and is considered indexed to the Company’s own stock. At September 30, 2024, the Conversion Right no longer met the criteria of a derivative liability and the derivative liability was reclassified to equity. The following table provides a summary of the activity on the derivative liabilities (in thousands): SCHEDULE OF ACTIVITY OF DERIVATIVE LIABILITIES
Derivative liabilities as of December 31, 2023 |  | $ | — |
Fair value of derivatives issued in connection with Loan Agreement |  |  | 822 |
Loss recognized in earnings from change in fair value |  |  | 313 |
Reclassification of derivative liability in connection with the Loan Agreement |  |  | (1,135 | )
Derivative liabilities as of September 30, 2024 |  | $ | — |
The derivative liabilities are valued using significant inputs not observable in the market. Accordingly, the derivative liability is measured at fair value on a recurring basis using unobservable inputs and are classified as Level 3 inputs within the fair value hierarchy. Fair value measurements categorized within Level 3 are sensitive to changes in the assumptions or methodology used to determine fair value and such changes could result in a significant increase or decrease in the fair value. The Company’s valuation of the derivatives utilized the Monte Carlo simulation model, which incorporated assumptions and estimates to value the derivatives. The Company assessed these assumptions and estimates at the end of each reporting period. The following table outlines the key inputs for the Monte Carlo simulation model: SCHEDULE OF ESTIMATE FAIR VALUE OF DERIVATIVES
|  | September 30, 2024 |  |  | December 31, 2023 |
Common share price |  |  | $6.32 |  |  |  | — |
Expected term (years) |  |  | 2.75 |  |  |  | — |
Risk-free interest rate (%) |  |  | 3.53% |  |  |  | — |
Volatility (%) |  |  | 93.79% |  |  |  | — |

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- Definition The entire disclosure for the fair value of financial instruments (as defined), including financial assets and financial liabilities (collectively, as defined), and the measurements of those instruments as well as disclosures related to the fair value of non-financial assets and liabilities. Such disclosures about the financial instruments, assets, and liabilities would include: (1) the fair value of the required items together with their carrying amounts (as appropriate); (2) for items for which it is not practicable to estimate fair value, disclosure would include: (a) information pertinent to estimating fair value (including, carrying amount, effective interest rate, and maturity, and (b) the reasons why it is not practicable to estimate fair value; (3) significant concentrations of credit risk including: (a) information about the activity, region, or economic characteristics identifying a concentration, (b) the maximum amount of loss the entity is exposed to based on the gross fair value of the related item, (c) policy for requiring collateral or other security and information as to accessing such collateral or security, and (d) the nature and brief description of such collateral or security; (4) quantitative information about market risks and how such risks are managed; (5) for items measured on both a recurring and nonrecurring basis information regarding the inputs used to develop the fair value measurement; and (6) for items presented in the financial statement for which fair value measurement is elected: (a) information necessary to understand the reasons for the election, (b) discussion of the effect of fair value changes on earnings, (c) a description of [similar groups] items for which the election is made and the relation thereof to the balance sheet, the aggregate carrying value of items included in the balance sheet that are not eligible for the election; (7) all other required (as defined) and desired information. + References Reference 1: http://www.xbrl.org/2003/role/exampleRef -Topic 820 -SubTopic 10 -Name Accounting Standards Codification -Section 55 -Paragraph 107 -Publisher FASB -URI https://asc.fasb.org/1943274/2147482078/820-10-55-107 Reference 2: http://www.xbrl.org/2003/role/exampleRef -Topic 820 -SubTopic 10 -Name Accounting Standards Codification -Section 55 -Paragraph 100 -Publisher FASB -URI https://asc.fasb.org/1943274/2147482078/820-10-55-100 Reference 3: http://www.xbrl.org/2003/role/disclosureRef -Topic 820 -SubTopic 10 -Name Accounting Standards Codification -Section 50 -Paragraph 2 -Subparagraph (c)(3) -Publisher FASB -URI https://asc.fasb.org/1943274/2147482106/820-10-50-2 Reference 4: http://www.xbrl.org/2003/role/disclosureRef -Topic 820 -SubTopic 10 -Name Accounting Standards Codification -Section 50 -Paragraph 6A -Subparagraph (a) -Publisher FASB -URI https://asc.fasb.org/1943274/2147482106/820-10-50-6A Reference 5: http://www.xbrl.org/2003/role/disclosureRef -Topic 820 -SubTopic 10 -Name Accounting Standards Codification -Section 50 -Paragraph 2E -Publisher FASB -URI https://asc.fasb.org/1943274/2147482106/820-10-50-2E Reference 6: http://www.xbrl.org/2003/role/disclosureRef -Topic 820 -SubTopic 10 -Name Accounting Standards Codification -Section 50 -Paragraph 6A -Subparagraph (h) -Publisher FASB -URI https://asc.fasb.org/1943274/2147482106/820-10-50-6A Reference 7: http://www.xbrl.org/2003/role/disclosureRef -Topic 820 -SubTopic 10 -Name Accounting Standards Codification -Section 50 -Paragraph 6A -Subparagraph (f) -Publisher FASB -URI https://asc.fasb.org/1943274/2147482106/820-10-50-6A Reference 8: http://www.xbrl.org/2003/role/disclosureRef -Topic 820 -SubTopic 10 -Name Accounting Standards Codification -Section 50 -Paragraph 6A -Subparagraph (e) -Publisher FASB -URI https://asc.fasb.org/1943274/2147482106/820-10-50-6A Reference 9: http://www.xbrl.org/2003/role/disclosureRef -Topic 820 -SubTopic 10 -Name Accounting Standards Codification -Section 50 -Paragraph 6A -Subparagraph (d) -Publisher FASB -URI https://asc.fasb.org/1943274/2147482106/820-10-50-6A Reference 10: http://www.xbrl.org/2003/role/disclosureRef -Topic 820 -SubTopic 10 -Name Accounting Standards Codification -Section 50 -Paragraph 2 -Subparagraph (h) -Publisher FASB -URI https://asc.fasb.org/1943274/2147482106/820-10-50-2 Reference 11: http://www.xbrl.org/2003/role/disclosureRef -Topic 820 -SubTopic 10 -Name Accounting Standards Codification -Section 50 -Paragraph 2 -Subparagraph (g) -Publisher FASB -URI https://asc.fasb.org/1943274/2147482106/820-10-50-2 Reference 12: http://www.xbrl.org/2003/role/disclosureRef -Topic 940 -SubTopic 820 -Name Accounting Standards Codification -Section 50 -Paragraph 1 -Subparagraph (a) -Publisher FASB -URI https://asc.fasb.org/1943274/2147478119/940-820-50-1 + Details
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