SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Tables)
|
9 Months Ended |
Sep. 30, 2024 |
|---|
| Accounting Policies [Abstract] |
|
| SCHEDULE OF PURCHASE PRICE AND FINALIZED PURCHASE PRICE ALLOCATIONS |
The
following table summarizes the purchase price and finalized purchase price allocations relating to the acquisition:
SCHEDULE
OF PURCHASE PRICE AND FINALIZED 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 September 30, 2024 and 2023, as they would be anti-dilutive:
SCHEDULE
OF POTENTIALLY DILUTIVE SECURITIES
| |
|
2024 |
|
|
2023 |
|
| |
|
As
of September 30, |
|
| |
|
2024 |
|
|
2023 |
|
| Shares
underlying options outstanding |
|
|
337,810 |
|
|
|
683,695 |
|
| Shares
underlying warrants outstanding |
|
|
9,573,898 |
|
|
|
4,649,952 |
|
| Shares underlying unvested restricted stock |
|
|
415,282 |
|
|
|
133,414 |
|
| Anti-dilutive
securities |
|
|
10,326,990 |
|
|
|
5,467,061 |
|
|
| SCHEDULE OF REVENUE RECOGNITION |
SCHEDULE
OF REVENUE RECOGNITION
| |
|
2024 |
|
|
2023 |
|
| |
|
For
the nine months ended
September 30, |
|
| |
|
2024 |
|
|
2023 |
|
| Patient
service fees1 |
|
$ |
6,259,806 |
|
|
$ |
248,654 |
|
| Histology
service fees |
|
|
811,914 |
|
|
|
31,854 |
|
| Medical
director fees |
|
|
50,136 |
|
|
|
2,393 |
|
| Department
of Defense observational studies |
|
|
8,654 |
|
|
|
14,250 |
|
| Other
revenues2 |
|
|
23,919 |
|
|
|
21,992 |
|
| Total
net revenue |
|
$ |
7,154,429 |
|
|
$ |
319,143 |
|
| |
1 |
Patient
services fees include direct billing for CyPath® Lung diagnostic test of approximately $332,000
and $24,000 for the nine months ended September
30, 2024 and 2023. |
| |
|
|
| |
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 September 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 |
|
|
|
(8,611 |
) |
|
|
141,389 |
|
| Customer
relationships |
|
9/18/2023 |
|
14
years |
|
|
700,000 |
|
|
|
(51,667 |
) |
|
|
648,333 |
|
| Total
intangible assets, net |
|
|
|
|
|
$ |
2,254,486 |
|
|
$ |
(60,278 |
) |
|
$ |
2,194,208 |
|
|
| SCHEDULE OF SEGMENT INFORMATION |
SCHEDULE
OF SEGMENT INFORMATION
| |
|
2024 |
|
|
2023 |
|
|
2024 |
|
|
2023 |
|
| |
|
Three
months ended September 30, |
|
|
Nine
months ended September 30, |
|
| |
|
2024 |
|
|
2023 |
|
|
2024 |
|
|
2023 |
|
| Net
revenue: |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| Diagnostic
R&D |
|
$ |
1,731 |
|
|
$ |
14,250 |
|
|
$ |
8,654 |
|
|
$ |
14,250 |
|
| Laboratory
services 1 |
|
|
2,348,655 |
|
|
|
284,234 |
|
|
|
7,145,775 |
|
|
|
304,893 |
|
| Total
net revenue |
|
|
2,350,386 |
|
|
|
298,484 |
|
|
|
7,154,429 |
|
|
|
319,143 |
|
| |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| Operating
expenses: |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| Diagnostic
R&D |
|
|
(368,202 |
) |
|
|
(436,799 |
) |
|
|
(1,264,696 |
) |
|
|
(1,196,428 |
) |
| Laboratory
services |
|
|
(2,150,825 |
) |
|
|
(307,172 |
) |
|
|
(7,423,109 |
) |
|
|
(308,493 |
) |
| General
corporate activities |
|
|
(1,805,223 |
) |
|
|
(1,849,017 |
) |
|
|
(4,473,516 |
) |
|
|
(4,445,045 |
) |
| Total
operating loss |
|
|
(1,973,864 |
) |
|
|
(2,294,504 |
) |
|
|
(6,006,892 |
) |
|
|
(5,630,823 |
) |
| |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| Non-operating
income (expense), net |
|
|
(24,417 |
) |
|
|
5,914 |
|
|
|
(54,392 |
) |
|
|
85,676 |
|
| Income
tax expense |
|
|
(2,559 |
) |
|
|
(2,294 |
) |
|
|
(11,650 |
) |
|
|
(18,700 |
) |
| Net
loss |
|
$ |
(2,000,840 |
) |
|
$ |
(2,290,884 |
) |
|
$ |
(6,072,934 |
) |
|
$ |
(5,563,847 |
) |
| 1 |
The
majority of the increase versus the prior year is from the acquisition of the clinical pathology laboratory on September
18, 2023. |
|