SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Tables)
|
3 Months Ended |
Mar. 31, 2024 |
|---|
| Accounting Policies [Abstract] |
|
| SCHEDULE OF PURCHASE PRICE AND PRELIMINARY PURCHASE PRICE ALLOCATIONS |
The
following table summarizes the purchase price and preliminary purchase price allocations relating to the acquisition:
SCHEDULE
OF PURCHASE PRICE AND PRELIMINARY PURCHASE PRICE ALLOCATIONS
| |
|
|
|
|
| Cash |
|
$ |
2,500,000 |
|
| Common
Stock |
|
|
1,000,000 |
|
| Total
purchase consideration |
|
$ |
3,500,000 |
|
| Assets |
|
|
|
|
| Net
working capital (including cash) |
|
$ |
912,000 |
|
| Property
and equipment |
|
|
326,000 |
|
| Other
assets |
|
|
8,000 |
|
| Customer
relationships |
|
|
700,000 |
|
| Trade
names and trademarks |
|
|
150,000 |
|
| Goodwill |
|
|
1,404,000 |
|
| Total
net assets |
|
$ |
3,500,000 |
|
|
| SCHEDULE OF POTENTIALLY DILUTIVE SECURITIES |
The
following potentially dilutive securities have been excluded from the computations of weighted average shares of Common Stock outstanding
as of March 31, 2024 and 2023, as they would be anti-dilutive:
SCHEDULE
OF POTENTIALLY DILUTIVE SECURITIES
| |
|
2024 |
|
|
2023 |
|
| |
|
As of March 31, |
|
| |
|
2024 |
|
|
2023 |
|
| Shares underlying options outstanding |
|
|
618,847 |
|
|
|
806,392 |
|
| Shares underlying warrants outstanding |
|
|
8,838,717 |
|
|
|
4,649,952 |
|
| Anti-dilutive securities |
|
|
9,457,564 |
|
|
|
5,456,344 |
|
|
| SCHEDULE OF REVENUE RECOGNITION |
SCHEDULE
OF REVENUE RECOGNITION
| |
|
2024 |
|
|
2023 |
|
| |
|
For the three months ended March 31, |
|
| |
|
2024 |
|
|
2023 |
|
| Patient service
fees1 |
|
$ |
2,149,049 |
|
|
$ |
— |
|
| Histology service fees |
|
|
237,972 |
|
|
|
— |
|
| Medical director fees |
|
|
16,058 |
|
|
|
— |
|
| Department of Defense observational studies |
|
|
2,885 |
|
|
|
— |
|
| Other revenues2 |
|
|
427 |
|
|
|
921 |
|
| Total net revenue |
|
$ |
2,406,391 |
|
|
$ |
921 |
|
| |
1 |
Patient
services fees include direct billing for CyPath® Lung diagnostic test. |
| |
2 |
Other
revenues include pre-acquisition CyPath® Lung royalty income and laboratory services. |
|
| SCHEDULE OF PROPERTY AND EQUIPMENT USEFUL LIFE |
Property
and equipment are carried at cost, net of accumulated depreciation. Depreciation is computed using the straight-line method over the
estimated useful life of the asset. Amortization of leasehold improvements is computed using the shorter of the lease term or estimated
useful life of the asset. Additions and improvements are capitalized, while repairs and maintenance are expensed as incurred. Useful
lives of each asset class are as follows:
SCHEDULE
OF PROPERTY AND EQUIPMENT USEFUL LIFE
| Asset
Category |
|
Useful
Life |
| Computer
equipment |
|
3-5
years |
| Computer
software |
|
3
years |
| Equipment |
|
3-5
years |
| Furniture
and fixtures |
|
5-7
years |
| Vehicles |
|
5
years |
| Leasehold
improvements |
|
Lesser
of lease term or useful life |
|
| SCHEDULE OF INTANGIBLE ASSETS ADJUSTMENTS |
Intangible
assets, net of accumulated amortization, are summarized as follows as of March 31, 2024:
SCHEDULE
OF INTANGIBLE ASSETS ADJUSTMENTS
| Description |
|
Date Acquired |
|
Useful Life |
|
Cost |
|
|
Amortization |
|
|
Net |
|
| Goodwill |
|
9/18/2023 |
|
|
|
$ |
1,404,486 |
|
|
$ |
— |
|
|
$ |
1,404,486 |
|
| Trade names and trademarks |
|
9/18/2023 |
|
18 years |
|
|
150,000 |
|
|
|
(4,444 |
) |
|
|
145,556 |
|
| Customer relationships |
|
9/18/2023 |
|
14 years |
|
|
700,000 |
|
|
|
(26,667 |
) |
|
|
673,333 |
|
| Total Intangible Assets |
|
|
|
|
|
$ |
2,254,486 |
|
|
$ |
(31,111 |
) |
|
$ |
2,223,375 |
|
|
| SCHEDULE OF SEGMENT INFORMATION |
SCHEDULE
OF SEGMENT INFORMATION
| |
|
2024 |
|
|
2023 |
|
| |
|
As of March 31, |
|
| |
|
2024 |
|
|
2023 |
|
| Net revenues: |
|
|
|
|
|
|
|
|
| Diagnostic R&D |
|
$ |
2,885 |
|
|
$ |
— |
|
| Laboratory services 11
|
|
|
2,403,506 |
|
|
|
921 |
|
| Total net revenues |
|
|
2,406,391 |
|
|
|
921 |
|
| |
|
|
|
|
|
|
|
|
| Operating expenses: |
|
|
|
|
|
|
|
|
| Diagnostic R&D |
|
|
(442,599 |
) |
|
|
(389,245 |
) |
| Laboratory services |
|
|
(2,736,999 |
) |
|
|
(87 |
) |
| General corporate activities |
|
|
(1,172,023 |
) |
|
|
(1,169,559 |
) |
| Total operating loss |
|
|
(1,945,230 |
) |
|
|
(1,557,970 |
) |
| |
|
|
|
|
|
|
|
|
| Non-operating income (expense), net |
|
|
(12,913 |
) |
|
|
36,999 |
|
| Income tax expense |
|
|
(3,672 |
) |
|
|
(11,819 |
) |
| Net loss |
|
$ |
(1,961,815 |
) |
|
$ |
(1,532,790 |
) |
| 1 |
The majority of the increase versus the prior year is from the acquisition of Precision
Pathology Laboratories Services, LLC on September 18, 2024. |
|