SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Tables)
|
6 Months Ended |
Jun. 30, 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 June 30, 2024 and 2023, as they would be anti-dilutive:
SCHEDULE
OF POTENTIALLY DILUTIVE SECURITIES
| |
|
2024 |
|
|
2023 |
|
| |
|
As of June 30, |
|
| |
|
2024 |
|
|
2023 |
|
| Shares underlying options outstanding |
|
|
337,810 |
|
|
|
806,392 |
|
| Shares underlying warrants outstanding |
|
|
8,838,669 |
|
|
|
4,649,952 |
|
| Anti-dilutive securities
|
|
|
9,176,479 |
|
|
|
5,456,344 |
|
|
| SCHEDULE OF REVENUE RECOGNITION |
SCHEDULE
OF REVENUE RECOGNITION
| |
|
2024 |
|
|
2023 |
|
| |
|
For the six months ended
June 30,
|
|
| |
|
2024 |
|
|
2023 |
|
| Patient service fees1 |
|
$ |
4,209,955 |
|
|
$ |
— |
|
| Histology service fees |
|
|
530,053 |
|
|
|
— |
|
| Medical director fees |
|
|
33,193 |
|
|
|
— |
|
| Department of Defense observational studies |
|
|
6,923 |
|
|
|
— |
|
| Other revenues2 |
|
|
23,919 |
|
|
|
20,659 |
|
| Total net revenue |
|
$ |
4,804,043 |
|
|
$ |
20,659 |
|
| |
1 |
Patient
services fees include direct billing for CyPath® Lung diagnostic test of approximately $199,000. |
| |
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, and goodwill are summarized as follows as of June 30, 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 |
|
|
|
(6,527 |
) |
|
|
143,473 |
|
| Customer relationships |
|
9/18/2023 |
|
14 years |
|
|
700,000 |
|
|
|
(39,167 |
) |
|
|
660,833 |
|
| Total intangible assets, net |
|
|
|
|
|
$ |
2,254,486 |
|
|
$ |
(45,694 |
) |
|
$ |
2,298,792 |
|
|
| SCHEDULE OF SEGMENT INFORMATION |
SCHEDULE
OF SEGMENT INFORMATION
| |
|
2024 |
|
|
2023 |
|
|
2024 |
|
|
2023 |
|
| |
|
Three months ended June 30, |
|
|
Six months ended June 30, |
|
| |
|
2024 |
|
|
2023 |
|
|
2024 |
|
|
2023 |
|
| Net revenue: |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| Diagnostic R&D |
|
$ |
4,038 |
|
|
$ |
— |
|
|
$ |
6,923 |
|
|
$ |
— |
|
| Laboratory
services 1 |
|
|
2,393,614 |
|
|
|
19,738 |
|
|
|
4,797,120 |
|
|
|
20,659 |
|
| Total net revenue |
|
|
2,397,652 |
|
|
|
19,738 |
|
|
|
4,804,043 |
|
|
|
20,659 |
|
| |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| Operating expenses: |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| Diagnostic R&D |
|
|
(453,895 |
) |
|
|
(370,384 |
) |
|
|
(896,494 |
) |
|
|
(759,629 |
) |
| Laboratory services |
|
|
(2,535,285 |
) |
|
|
(1,235 |
) |
|
|
(5,272,284 |
) |
|
|
(1,322 |
) |
| General corporate activities |
|
|
(1,496,270 |
) |
|
|
(1,426,469 |
) |
|
|
(2,668,293 |
) |
|
|
(2,596,028 |
) |
| Total operating loss |
|
|
(2,087,798 |
) |
|
|
(1,778,350 |
) |
|
|
(4,033,028 |
) |
|
|
(3,336,320 |
) |
| |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| Non-operating income (expense), net |
|
|
(17,062 |
) |
|
|
42,764 |
|
|
|
(29,975 |
) |
|
|
79,763 |
|
| Income tax expense |
|
|
(5,419 |
) |
|
|
(4,587 |
) |
|
|
(9,091 |
) |
|
|
(16,406 |
) |
| Net loss |
|
$ |
(2,110,279 |
) |
|
$ |
(1,740,173 |
) |
|
$ |
(4,072,094 |
) |
|
$ |
(3,272,963 |
) |
| 1 |
The
majority of the increase versus the prior year is from the acquisition of Precision Pathology Laboratories Services, LLC on September
18, 2023. |
|