LONGEVERON INC., 10-K filed on 2/27/2024
Annual Report
v3.24.0.1
Cover - USD ($)
 12 Months Ended
Dec. 31, 2023
Feb. 23, 2024
Jun. 30, 2023
Document Information [Line Items]      
Document Type 10-K    
Document Annual Report true    
Document Transition Report false    
Document Financial Statement Error Correction [Flag] false    
Entity Interactive Data Current Yes    
ICFR Auditor Attestation Flag false    
Amendment Flag false    
Document Period End Date Dec. 31, 2023    
Document Fiscal Year Focus 2023    
Document Fiscal Period Focus FY    
Documents Incorporated by Reference [Text Block] None    
Entity Information [Line Items]      
Entity Registrant Name LONGEVERON INC.    
Entity Central Index Key 0001721484    
Entity File Number 001-40060    
Entity Tax Identification Number 47-2174146    
Entity Incorporation, State or Country Code DE    
Current Fiscal Year End Date --12-31    
Entity Well-known Seasoned Issuer No    
Entity Voluntary Filers No    
Entity Current Reporting Status Yes    
Entity Shell Company false    
Entity Filer Category Non-accelerated Filer    
Entity Small Business true    
Entity Emerging Growth Company true    
Entity Ex Transition Period false    
Entity Public Float     $ 19,016,000
Entity Contact Personnel [Line Items]      
Entity Address, Address Line One 1951 NW 7th Avenue    
Entity Address, Address Line Two Suite 520    
Entity Address, City or Town Miami    
Entity Address, State or Province FL    
Entity Address, Postal Zip Code 33136    
Entity Phone Fax Numbers [Line Items]      
City Area Code (305)    
Local Phone Number 909-0840    
Entity Listings [Line Items]      
Title of 12(b) Security Common Stock, par value $0.001    
Trading Symbol LGVN    
Security Exchange Name NASDAQ    
Class A Common Stock      
Entity Listings [Line Items]      
Entity Common Stock, Shares Outstanding   10,294,603  
Class B Common Stock      
Entity Listings [Line Items]      
Entity Common Stock, Shares Outstanding   14,839,993  
v3.24.0.1
Audit Information
 12 Months Ended
Dec. 31, 2023
Auditor [Table]  
Auditor Name Marcum llp
Auditor Firm ID 688
Auditor Location Hartford, CT
v3.24.0.1
Balance Sheets - USD ($)
$ in Thousands
Dec. 31, 2023
Dec. 31, 2022
Current assets:    
Cash and cash equivalents $ 4,949 $ 10,503
Marketable equity securities 412 9,155
Prepaid expenses and other current assets 376 404
Accounts and grants receivable 111 218
Total current assets 5,848 20,280
Property and equipment, net 2,529 2,949
Intangible assets, net 2,287 2,409
Operating lease asset 1,221 1,531
Other assets 193 244
Total assets 12,078 27,413
Current liabilities:    
Accounts payable 638 1,751
Accrued expenses 2,152 650
Current portion of operating lease liability 593 564
Estimated lawsuit liability 1,398
Deferred revenue 506 506
Total current liabilities 3,889 4,869
Long-term liabilities:    
Long-term portion of operating lease liability 1,448 2,041
Total long-term liabilities 1,448 2,041
Total liabilities 5,337 6,910
Commitments and contingencies (Note 9)
Stockholders’ Equity:    
Preferred stock, $0.001 par value per share, 5,000,000 shares authorized, no shares issued and outstanding at June 30, 2023 and December 31, 2022
Additional paid-in capital 91,800 83,712
Stock subscription receivable (100) (100)
Accumulated deficit (84,984) (62,773)
Accumulated other comprehensive loss (357)
Total stockholders’ equity 6,741 20,503
Total liabilities and stockholders’ equity 12,078 27,413
Class A Common Stock    
Stockholders’ Equity:    
Common stock value 10 6
Class B Common Stock    
Stockholders’ Equity:    
Common stock value $ 15 $ 15
v3.24.0.1
Balance Sheets (Parentheticals) - $ / shares
Dec. 31, 2023
Dec. 31, 2022
Preferred stock, par value (in Dollars per share) $ 0.001 $ 0.001
Preferred stock, shares authorized 5,000,000 5,000,000
Preferred stock, shares issued
Preferred stock, shares outstanding
Class A Common Stock    
Common stock, par value (in Dollars per share) $ 0.001 $ 0.001
Common stock, shares authorized 84,295,000 84,295,000
Common stock, shares issued 10,251,764 6,127,320
Common stock, shares outstanding 10,251,764 6,127,320
Class B Common Stock    
Common stock, par value (in Dollars per share) $ 0.001 $ 0.001
Common stock, shares authorized 15,705,000 15,705,000
Common stock, shares issued 14,855,539 14,891,085
Common stock, shares outstanding 14,855,539 14,891,085
v3.24.0.1
Statements of Operations - USD ($)
$ in Thousands
 12 Months Ended
Dec. 31, 2023
Dec. 31, 2022
Revenues    
Total revenues $ 709 $ 1,222
Cost of revenues 488 725
Gross profit 221 497
Operating expenses    
General and administrative 11,401 8,119
Research and development 9,066 9,370
Sales and marketing 783 1,051
Total operating expenses 21,250 18,540
Loss from operations (21,029) (18,043)
Other (expense) and income    
Lawsuit expense (30) (1,398)
Other refundable tax credits 23 306
Other (expense) income, net (377) 300
Total other expenses, net (384) (792)
Net loss (21,413) (18,835)
Dividend attributable to warrant down round feature (798)
Net loss attributable to common stockholders $ (22,211) $ (18,835)
Basic net loss per share (in Dollars per share) $ (1.02) $ (0.9)
Basic weighted average common shares outstanding (in Shares) 21,734,901 20,969,032
Grant revenue    
Revenues    
Total revenues $ 41 $ 282
Clinical trial revenue    
Revenues    
Total revenues $ 668 $ 940
v3.24.0.1
Statements of Operations (Parentheticals) - $ / shares
 12 Months Ended
Dec. 31, 2023
Dec. 31, 2022
Income Statement [Abstract]    
Diluted net loss per share $ (1.02) $ (0.90)
Diluted weighted average common shares outstanding 21,734,901 20,969,032
v3.24.0.1
Statements of Comprehensive Loss - USD ($)
$ in Thousands
 12 Months Ended
Dec. 31, 2023
Dec. 31, 2022
Statement of Comprehensive Income [Abstract]    
Net loss $ (21,413) $ (18,835)
Other comprehensive loss:    
Net unrealized losses on available-for-sale securities (357)
Total comprehensive loss $ (21,413) $ (19,192)
v3.24.0.1
Statements of Stockholders’ Equity - USD ($)
$ in Thousands
Class A
Common Stock
Class A
Class B
Common Stock
Class B
Subscription Receivable
Additional Paid-In Capital
Accumulated Deficit
Accumulated Other Comprehensive Loss
Total
Balance beginning at Dec. 31, 2021 $ 5   $ 16   $ (100) $ 81,470 $ (43,938) $ 37,453
Balance beginning (in Shares) at Dec. 31, 2021 5,175,361   15,702,834            
Conversion of Class B common stock for Class A common stock $ 1   $ (1)  
Conversion of Class B common stock for Class A common stock (in Shares) 811,749   (811,749)            
Class A common stock issued for RSUs vested (in Shares) 172,274              
Class A common stock, held for taxes on RSUs vested     (304) (304)
Class A common stock, held for taxes on RSUs vested (in Shares) (32,438)              
Class A common stock options exercised     2 2
Class A common stock options exercised (in Shares) 374              
Class A common stock issued for consulting           207 207
Equity-based compensation     2,337 2,337
Unrealized loss attributable to change in market value of available-for-sale securities     (357) (357)
Net loss     (18,835) (18,835)
Balance ending at Dec. 31, 2022 $ 6   $ 15   (100) 83,712 (62,773) (357) $ 20,503
Balance ending (in Shares) at Dec. 31, 2022 6,127,320   14,891,085            
Conversion of Class B common stock for Class A common stock (in Shares) 35,546   (35,546) 15,702,834         2,000,000
Class A common stock issued for RSUs vested (in Shares) 253,084              
Class A common stock, held for taxes on RSUs vested     (174) $ (174)
Class A common stock, held for taxes on RSUs vested (in Shares) (52,227)              
Class A Common Stock issued for stock rights offering, net of issuance costs of $325 (in Shares) 108,497              
Class A common stock issued in direct placements, net of issuance costs of $1,229 $ 4     5,334 5,338
Class A common stock issued in direct placements, net of issuance costs of $1,229 (in Shares) 3,720,301              
Class A common stock issued for prefunded warrants     98 98
Class A common stock issued for prefunded warrants (in Shares) 59,243              
Class A common stock options exercised (in Shares)   2,143              
Equity-based compensation     2,032 2,032
Unrealized loss attributable to change in market value of available-for-sale securities     357 357
Dividend attributable to down round feature of warrants     798 (798)
Net loss     (21,413) (21,413)
Balance ending at Dec. 31, 2023 $ 10   $ 15   $ (100) $ 91,800 $ (84,984) $ 6,741
Balance ending (in Shares) at Dec. 31, 2023 10,251,764   14,855,539            
v3.24.0.1
Statements of Stockholders’ Equity (Parentheticals)
$ in Thousands
 12 Months Ended
Dec. 31, 2023
USD ($)
Statement of Stockholders' Equity [Abstract]  
Class A Common Stock issued for stock rights offering, net of issuance costs $ 325
Class A common stock issued in direct placements, net of issuance costs $ 1,229
v3.24.0.1
Statements of Cash Flows - USD ($)
$ in Thousands
 12 Months Ended
Dec. 31, 2023
Dec. 31, 2022
Cash flows from operating activities    
Net loss $ (21,413) $ (18,835)
Adjustments to reconcile net loss to net cash used in operating activities:    
Depreciation and amortization 946 893
Interest earned on marketable securities 220 170
Equity-based compensation 2,032 2,167
Non-operating lawsuit expense 1,398
Non-cash write-off of intangible assets 290
Changes in operating assets and liabilities:    
Accounts and grants receivable 107 (164)
Prepaid expenses and other current assets 28 (122)
Other assets 51 (15)
Accounts payable (1,113) 1,106
Deferred revenue 307
Non-operating lawsuit expense (1,398)
Accrued expenses 1,502 (677)
Operating lease asset and liability (254) (197)
Net cash used in operating activities (19,002) (13,969)
Cash flows from investing activities:    
Proceeds from the sale of marketable securities 8,880 179
Acquisition of property and equipment (301) (569)
Acquisition of intangible assets (393) (287)
Net cash provided by investing activities 8,186 (677)
Cash flows from financing activities:    
Proceeds from the sale of private placements 5,338
Proceeds from warrants exercised 98
Proceeds from stock options issued 2
Equity issued for consulting services (207)
Payments for taxes in RSUs vested (174) (304)
Net cash used in financing activities 5,262 (509)
Change in cash and cash equivalents (5,554) (15,155)
Cash and cash equivalents at beginning of period 10,503 25,658
Cash and cash equivalents at end of period 4,949 10,503
Supplemental Disclosure of Non-cash Investing and Financing Activities:    
Vesting of RSUs into Class A Common Stock (777) (1,780)
Dividend attributable to down round feature of warrants $ 798
v3.24.0.1
Nature of Business, Basis of Presentation, and Liquidity
 12 Months Ended
Dec. 31, 2023
Nature of Business, Basis of Presentation, and Liquidity [Abstract]  
Nature of Business, Basis of Presentation, and Liquidity

1. Nature of Business, Basis of Presentation, and Liquidity

 

Nature of business:

 

Longeveron LLC was formed as a Delaware limited liability company on October 9, 2014 and authorized to transact business in Florida on December 15, 2014. On February 12, 2021, Longeveron LLC converted its corporate form (the “Corporate Conversion”) from a Delaware limited liability company (Longeveron, LLC) to a Delaware corporation, Longeveron Inc. (the “Company,” “Registrant,” “Longeveron,”, “we,” “us,” or “our”). The Company is a clinical stage biotechnology company developing cellular therapies for specific aging-related and life-threatening conditions. The Company operates out of its leased facilities in Miami, Florida.

 

The Company is subject to risks and uncertainties common to early-stage companies in the biotechnology industry, including, but not limited to, development by competitors of new technological innovations, dependence on licenses, protection of proprietary technology, dependence on key personnel, compliance with government regulations and the need to obtain additional financing to fund operations. Product candidates currently under development will require significant additional research and development efforts, including extensive pre-clinical studies and clinical trials and regulatory approval, prior to commercialization. These efforts require significant amounts of additional capital, adequate personnel infrastructure and extensive compliance and reporting capabilities.

 

The Company’s product candidates are currently in development. There can be no assurance that the Company’s research and development will be successfully completed, that adequate protection for the Company’s intellectual property will be obtained, that any products developed will obtain necessary government regulatory approval or that any approved products will be commercially viable. Even if the Company’s product development efforts are successful, it is uncertain when, if ever, the Company will generate significant revenue from product sales. The Company operates in an environment of rapid technological change and substantial competition from, among others, existing pharmaceutical and biotechnology companies. In addition, the Company is dependent upon the services of its employees, partners and consultants.

 

Going Concern and Liquidity:

 

Since inception, the Company has primarily been engaged in organizational activities, including raising capital, and research and development activities. The Company does not yet have a product that has been approved by the U.S. Food and Drug Administration (“FDA”), and has only generated revenues from grants, the Bahamas Registry Trials and contract manufacturing. The Company has not yet achieved profitable operations or generated positive cash flows from operations. The Company intends to continue its efforts to raise additional equity financing, develop its intellectual property, and secure regulatory approvals to commercialize its products. There is no assurance that profitable operations, if achieved, could be sustained on a continuing basis. Further, the Company’s future operations are dependent on the success of the Company’s efforts to raise additional capital, its research and commercialization efforts, regulatory approval, and, ultimately, the market acceptance of the Company’s products. These financial statements do not include adjustments that might result from the outcome of these uncertainties.

 

The Company has incurred recurring losses from operations since its inception, including a net loss of $21.4 million and $18.8 million for the years ended December 31, 2023 and 2022, respectively. In addition, as of December 31, 2023, the Company had an accumulated deficit of $85.0 million. The Company expects to continue to generate operating losses for the foreseeable future.

 

As of December 31, 2023, the Company had cash and cash equivalents of $4.9 million and marketable securities of $0.4 million. The Company has prepared a cash flow forecast which indicates that it does not have sufficient cash to meet its minimum expenditure commitments for one year from the date these financial statements are available to be issued and therefore needs to raise additional funds to continue as a going concern. As a result, there is substantial doubt about the Company’s ability to continue as a going concern. To address the future funding requirements, in addition to planning future sales of equity securities, management has undertaken the following initiatives: 

 

●On October 11, 2023 the Company entered into a securities purchase agreement with an institutional and accredited investor (the “Purchaser”) relating to the registered direct offering and sale of an aggregate of 2,365,000 shares of the Company’s Class A common stock, par value $0.001 per share and pre-funded warrants to purchase up to 59,243 shares of Class A common stock at an exercise price of $0.001 per share, at a purchase price of $1.65 per share and $1.649 per pre-funded Warrant (the “October 2023 Registered Direct Offering”), which Offering closed and was funded October 13, 2023.

 

In a concurrent private placement, the Company also sold to the Purchaser unregistered Series A warrants to purchase up to an aggregate of 2,424,243 shares of its Class A common stock and unregistered Series B warrants to purchase up to an aggregate of 2,424,243 shares of its Class A common stock (the “Warrants”)( the “October 2023 Private Placement” and collectively, with the October 2023 Registered Direct Offering, the “October 2023 Offering”). The Series A Warrants have an exercise price of $1.65 per share and have a term of five and one-half years from the date of issuance. The Series B Warrants have an exercise price of $1.65 per share and have a term of eighteen months from the date of issuance. The Series A and B warrants became exercisable upon stockholder approval on December 26, 2023, and each Warrant is exercisable for one share of Class A common stock. The net proceeds to the Company from the October 2023 Offering was approximately $3.4 million, after deducting placement agent fees and other offering expenses paid by the Company totaling approximately $0.6 million.

 

●On December 20, 2023 the Company entered into a securities purchase agreement with Purchaser relating to the registered direct offering and sale of an aggregate of 1,355,301 shares of the Company’s Class A common stock, par value $0.001 per share, at a purchase price of $1.745 per share of common stock (the “December 2023 Registered Direct Offering”), which Offering closed and was funded on December 22, 2023.

 

In private placement on December 22, 2023, concurrent with the December 2023 Registered Direct Offering, the Company also sold to the Purchaser unregistered long-term warrants to purchase up to an aggregate of 1,355,301 shares of its Class A common stock (the “December 2023 Private Placement”, and together with the December 2023 Registered Direct Offering, the “December 2023 Offering”) . The unregistered December 2023 Private Placement warrants have an exercise price of $1.62 per share, became immediately exercisable upon issuance, and expire on June 20, 2029. The purchaser may not exercise any portion of the December 2023 Private Placement warrants to the extent the Purchaser would own more than 4.99% of the Company’s outstanding common stock immediately after the exercise. The Purchaser may decrease, upon at least 61 days’ prior notice to the Company, increase this percentage with respect to the December 2023 Private Placement warrants. In no event shall such beneficial ownership limitation exceed 9.99%. and have a term of five and one-half years from the date of issuance. The net proceeds to the Company from the 2023 December 2023 Offering was approximately $2.0 million, after deducting placement agent fees and other offering expenses paid by the Company totaling approximately $0.3 million. 

 

  ● the Company will attempt to use equity instruments to provide a portion of the compensation due to vendors and collaboration partners;

 

  ● the Company plans to pursue potential partnerships for pipeline programs, however, there can be no assurances that it can consummate such transactions;

 

  ● the Company will continue to support its Bahamas Registry to generate revenue; and

 

  ● since 2016 our clinical programs have received over $16.0 million in competitive extramural grant awards ($11.5 million which has been directly awarded to us and which are recognized as revenue when the performance obligations are met) from the National Institutes of Health (“NIH”), Alzheimer’s Association, and Maryland Stem Cell Research Fund (“MSCRF”), and the Company plans to submit additional contract and grant applications for further support of its programs with various funding agencies.

 

The Company’s financial statements do not include any adjustments to the assets carrying amount, to the expenses presented and to the reclassification of the balance sheets items that could be necessary should the Company be unable to continue its operations.
v3.24.0.1
Summary of Significant Accounting Policies
 12 Months Ended
Dec. 31, 2023
Summary of Significant Accounting Policies [Abstract]  
Summary of Significant Accounting Policies

2. Summary of Significant Accounting Policies

 

Basis of presentation:

 

The financial statements of the Company were prepared in accordance with accounting principles generally accepted in the U.S. (“U.S. GAAP”).

 

Certain reclassifications have been made to prior period amounts to conform to the current period presentation. These reclassifications had no impact on previously reported net loss for the year ended December 31, 2022.

 

Use of estimates:

 

The presentation of financial statements in conformity with U.S. GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of revenues and expenses during the reporting period. Actual results could differ from those estimates.

 

Accounting Standard Updates

  

A variety of proposed or otherwise potential accounting standards are currently under consideration by standard-setting organizations and certain regulatory agencies. Because of the tentative and preliminary nature of such proposed standards, management has not yet determined the effect, if any, that the implementation of such proposed standards would have on the Company’s financial statements.

 

In June 2016, the FASB issued Accounting Standards Update (“ASU”) 2016-13, “Financial Instruments - Credit Losses: Measurement of Credit Losses on Financial Instruments”. The standard requires that credit losses be reported using an expected losses model rather than the incurred losses model that is currently used, and establishes additional disclosures related to credit risks. For available-for-sale debt securities with unrealized losses, these standards now require allowances to be recorded instead of reducing the amortized cost of the investment. These standards limit the amount of credit losses to be recognized for available-for-sale debt securities to the amount by which carrying value exceeds fair value and requires the reversal of previously recognized credit losses if fair value increases. The adoption of the standard as of January 1, 2023, did not have a material impact on the Company’s financial statements.

 

In December 2023, the FASB issued ASU 2023-09, “Improvements to Income Tax Disclosures”. The amendments in this ASU change disclosure requirements for various items, including effective tax rate reconciliations and cash taxes paid. This ASU is effective for public companies for the financial reporting periods beginning on January 1, 2025, with early adoption permitted. We have not adopted ASU 2023-09 for our financial period ending December 31, 2023, and will continue to evaluate early adoption for our financial period ending December 31, 2024.

 

Cash and cash equivalents:

 

The Company considers cash to consist of cash and cash equivalents and temporary investments having an original maturity of 90 days or less that are readily convertible into cash.

 

Marketable Securities:

 

Marketable securities at December 31, 2023 and 2022 consisted of marketable fixed income securities, primarily corporate bonds, as well as U.S. Government and agency obligations which are categorized as available-for-sale securities and are thus marked to market and stated at fair value in accordance with Accounting Standards Codification (“ASC”) 820 Fair Value Measurement. These investments are considered Level 1 and Level 2 investments within the ASC 820 fair value hierarchy. The fair value of Level 1 investments, including cash equivalents, money funds and U.S. government securities, are substantially based on quoted market prices. The fair value of corporate bonds is determined using standard market valuation methodologies, including discounted cash flows, matrix pricing and / or other similar techniques. The inputs to these valuation techniques include but are not limited to market interest rates, credit rating of the issuer or counterparty, industry sector of the issuer, coupon rate, call provisions, maturity, estimated duration and assumptions regarding liquidity and estimated future cash flows. In addition to bond characteristics, the valuation methodologies incorporate market data, such as actual trades completed, bids and actual dealer quotes, where such information is available. Accordingly, the estimated fair values are based on available market information and judgments about financial instruments categorized within Level 1 and Level 2 of the fair value hierarchy. Interest and dividends are recorded when earned. Realized gains and losses on investments are determined by specific identification and are recognized as incurred in the statement of operations. Changes in net unrealized gains and losses are reported in other comprehensive loss and represent the change in the fair value of investment holdings during the reporting period. Changes in net unrealized gains and losses were $0.3 million and ($0.3) million for the years ended December 31, 2023 and 2022, respectively.

 

Inventory:

 

The Company will begin carrying inventory of its biological products on its balance sheets following commercial launch of such products. Inventory will consist of raw materials, biological products in process, and finished goods available for sale. The Company will determine its inventory values using the average cost method. Inventory will be valued at the lower of cost or net realizable value and will exclude units that the Company anticipates distributing for clinical evaluation. As of each of December 31, 2023 and 2022, all of the Company’s biological products were anticipated to be distributed for clinical evaluation.

 

The Company does not currently carry any inventory for its biological products, as it has yet to launch a product for commercial distribution. Historically the Company’s operations have focused on clinical trials and discovery efforts, and accordingly, costs of manufactured clinical doses of biological product candidates were expensed as incurred, consistent with the accounting for all other research and development costs. Once the Company begins commercial distribution, costs of all newly manufactured biological products will be allocated either for use in commercial distribution, which will be carried as inventory and not expensed, or for research and development efforts, which will continue to be expensed as incurred.

 

Accounts and grants receivable:

 

Accounts and grants receivable include amounts due from customers, granting institutions and others. The amounts as of December 31, 2023 and 2022 are deemed to be collectible and no amount has been recognized for doubtful accounts. MSCRF-TEDCO (defined below under Revenue Recognition) generally advance grant funds and therefore a receivable is not usually recognized. In addition, for the clinical trial revenue, most participants pay in advance of treatment. Advanced grant funds and prepayments for the clinical trial revenue are recorded to deferred revenue.

 

Accounts and grants receivable by source, as of (in thousands):

 

   December 31, 
   2023   2022 
National Institutes of Health – Grant  $96   $218 
Accounts receivable from customers   15    
-
 
Total  $111   $218 

 

Deferred offering costs:

 

The Company recorded certain legal, professional and other third-party fees that were directly associated with in-process equity financings as deferred offering costs until the applicable equity financing was consummated. After consummation of an equity financing, these costs are recorded in stockholders’ equity as a reduction of proceeds generated as a result of the offering.

  

Property and equipment:

 

Property and equipment, including improvements that extend useful lives of related assets, are recorded at cost, while maintenance and repairs are charged to operations as incurred. Depreciation is calculated using the straight-line method based on the estimated useful lives of the assets. Leasehold improvements are amortized over the shorter of the estimated useful life of the asset or the original term of the lease. Depreciation expense is recorded in the research and development line of the Statement of Operations as the assets are primarily related to the Company’s clinical programs.

 

Intangible assets:

 

Intangible assets include payments on license agreements with the Company’s co-founder and Chief Scientific Officer (“CSO”) and the University of Miami (“UM”) (see Note 9) and legal costs incurred related to patents and trademarks. License agreements have been recorded at the value of cash consideration, common stock and membership units transferred to the respective parties when acquired.

 

Payments for license agreements are amortized using the straight-line method over the estimated term of the agreements, which range from 5-20 years. Patents are amortized over their estimated useful life, once issued. The Company considers trademarks to have an indefinite useful life and evaluates them for impairment on an annual basis. Amortization expense is recorded in the research and development line of the statements of operations as the assets are primarily related to the Company’s clinical programs.

 

Impairment of Long-Lived Assets:

 

The Company evaluates long-lived assets for impairment, including property and equipment and intangible assets, when events or changes in circumstances indicate that the carrying value of such assets may not be recoverable. Upon the occurrence of a triggering event, the asset is reviewed to assess whether the estimated undiscounted cash flows expected from the use of the asset plus the residual value from the ultimate disposal exceeds the carrying value of the asset. If the carrying value exceeds the estimated recoverable amounts, the asset is written down to the estimated fair value. Any resulting impairment loss is reflected on the statements of operations. Upon evaluation, management determined that there was no impairment of long-lived assets during the years ended December 31, 2023 and 2022.

 

Deferred revenue:

 

The unearned portion of advanced grant funds and prepayments for Clinical trial revenue, which will be recognized as revenue when the Company meets the respective performance obligations, has been presented as deferred revenue in the balance sheets. For the years ended December 31, 2023 and 2022, the Company recognized $0 and $0.1 million, respectively, of funds that were previously classified as deferred revenue. Due to the MSCRF – TEDCO – grant ARDS program being discontinued, the $0.4 million recorded as deferred revenue will be reversed when the funds are returned to MSCRF – TEDCO.

 

Revenue recognition:

 

The Company recognizes revenue when performance obligations related to respective revenue streams are met. For grant revenue, the Company considers the performance obligation met when the grant related expenses are incurred or supplies and materials are received. The Company is paid in tranches pursuant to terms of the related grant agreements, and then applies payments based on regular expense reimbursement submissions to grantors. There are no remaining performance obligations or variable consideration once grant expense reporting to the grantor is complete. For clinical trial revenue, the Company considers the performance obligation met when the participant has received the treatment. The Company usually receives prepayment for these services or receives payment at the time the treatment is provided, and there are no remaining performance obligations or variable consideration once the participant received the treatment. For contract manufacturing revenue, the Company considers the performance obligation met when the contractual obligation and / or statement of work has been satisfied. Payment terms may vary depending on specific contract terms. There are no significant judgments affecting the determination of the amount and timing of revenue recognition.

 

Revenue by source (in thousands):

 

   Years ended
December 31,		 
   2023   2022 
National Institute of Health - grant  $41   $164 
Clinical trial revenue   668    940 
MSCRF – TEDCO1 - grant   
-
    118 
Total  $709   $1,222 

  

1 Maryland Stem Cell Research Fund (MSCRF) - Maryland Technology Development Corporation (TEDCO)

 

The Company records cost of revenues based on expenses directly related to revenue. For Grants, the Company records allocated expenses for Research and development costs to a grant as a cost of revenues. For the Clinical trial revenue directly related expenses for that program are expensed as incurred. These expenses are similar to those described under “Research and development expense” below.

 

Research and development expense:

 

Research and development costs are charged to expense when incurred in accordance with ASC 730 Research and Development. ASC 730 addresses the proper accounting and reporting for research and development costs. It identifies: 1) those activities that should be identified as research and development; 2) the elements of costs that should be identified with research and development activities, and the accounting for these costs; and 3) the financial statement disclosures related to them. Research and development costs include costs such as clinical trial expenses, contracted research and license agreement fees with no alternative future use, supplies and materials, salaries, share-based compensation, employee benefits, property and equipment depreciation and allocation of various corporate costs. The Company accrues for costs incurred by external service providers, including contract research organizations and clinical investigators, based on its estimates of service performed and costs incurred. These estimates include the level of services performed by the third parties, patient enrollment in clinical trials, administrative costs incurred by the third parties, and other indicators of the services completed. Based on the timing of amounts invoiced by service providers, the Company may also record payments made to those providers as prepaid expenses that will be recognized as expense in future periods as the related services are rendered.

 

Concentrations of credit risk:

 

Financial instruments which potentially subject the Company to credit risk consist principally of cash and cash equivalents, marketable securities, and accounts and grants receivable. Cash and cash equivalents are held in U.S. financial institutions. At times, the Company may maintain balances in excess of the federally insured amounts.

 

Income taxes:

  

The Company’s tax provision consists of taxes currently payable or receivable, plus any change during the period in deferred tax assets and liabilities. The Company uses the asset and liability method of accounting for income taxes. Under this method, deferred tax assets and liabilities are recognized for the future tax consequences attributable to differences between the financial statement carrying amounts of assets and liabilities and their respective tax basis. Deferred tax assets and liabilities are measured using enacted tax rates expected to apply to taxable income in the years in which those temporary differences are expected to be recovered or settled. The effect on deferred tax assets and liabilities of a change in tax rates is recognized in income in the period that includes the enactment date. In addition, a valuation allowance is established to reduce any deferred tax asset for which it is determined that it is more likely than not that some portion of the deferred tax asset will not be realized. The Company’s tax provision was $0 for the years ended December 31, 2023 and 2022 due to net operating losses. The Company has not recorded any tax benefit for the net operating losses incurred due to the uncertainty of realizing a benefit in the future.

 

The Company recognizes the tax benefits from uncertain tax positions that the Company has taken or expects to take on a tax return. In the unlikely event an uncertain tax position exists in which the Company could incur income taxes, the Company would evaluate whether there is a probability that the uncertain tax position taken would be sustained upon examination by a taxing authority. Reserves for uncertain tax positions would then be recorded if the Company determined it is probable that either a position would not be sustained upon examination or a payment would have to be made to a taxing authority and the amount was reasonably estimable. As of December 31, 2023 and 2022, the Company does not believe it has any uncertain tax positions that would result in the Company having a liability to the taxing authority. It is the Company’s policy to expense any interest and penalties associated with its tax obligations when they are probable and estimable.

 

Equity-based compensation:

 

The Company accounts for equity-based compensation expense by the measurement and recognition of compensation expense for stock-based awards based on estimated fair values on the date of grant. The fair value of the options is estimated at the date of the grant using the Black-Scholes option-pricing model.

 

The Black-Scholes option-pricing model requires the input of highly subjective assumptions, the most significant of which are the expected share price volatility, the expected life of the option award, the risk-free rate of return, and dividends during the expected term. Because the option-pricing model is sensitive to changes in the input assumptions, different determinations of the required inputs may result in different fair value estimates of the options.

 

Neither the Company’s stock options nor its restricted stock units (“RSUs”) trade on an active market. Volatility is a measure of the amount by which a financial variable, such as a stock price, has fluctuated (historical volatility) or is expected to fluctuate (expected volatility) during a period. Given the Company’s limited historical data, the Company utilizes the average historical volatility of similar publicly traded companies that are in the same industry. The risk-free interest rate is the average U.S. treasury rate (having a term that most closely approximates the expected life of the option) for the period in which the option was granted. The expected life is the period of time that the options granted are expected to remain outstanding. Options granted have a maximum term of ten years. The Company had insufficient historical data to utilize in determining its expected life assumptions and, therefore, uses the simplified method for determining expected life.
v3.24.0.1
Marketable Securities
 12 Months Ended
Dec. 31, 2023
Marketable Securities [Abstract]  
Marketable securities

3. Marketable securities

 

The following is summary of marketable securities that the Company measures at fair value (in thousands):

 

   Fair Value at December 31, 2023 
   Level 1   Level 2   Level 3   Total 
                 
Corporate bonds  $
-
   $412   $
-
   $412 
Money market funds(1)   3,948    
-
    
-
    3,948 
Accrued income   16    
-
    
-
    16 
Total marketable securities  $3,964   $412   $
-
   $4,376 

 

   Fair Value at December 31, 2022 
   Level 1   Level 2   Level 3   Total 
                 
U.S. Treasury obligations  $97   $
-
   $
-
   $97 
U.S. government agencies   
-
    1,250    
-
    1,250 
Corporate and foreign bonds   
-
    7,808    
-
    7,808 
Money market funds(1)   607    
-
    
-
    607 
Accrued income   65    
-
    
-
    65 
Total marketable securities  $769   $9,058   $
-
   $9,827 

 

(1) Money market funds are included in cash and cash equivalents in the balance sheets.

 

As of December 31, 2023 and 2022, the Company reported accrued interest receivable related to marketable securities of less than $0.1 million. These amounts are recorded in other assets on the Balance Sheets and are not included in the carrying value of the marketable securities.

 

As of December 31, 2023 and 2022, the Company recorded unrealized losses attributable to changes in marketable securities of $0 and $0.4 million, respectively. These unrealized losses were recorded on the balance sheets as accumulated other comprehensive loss.

 

As of December 31, 2023 and 2022, the amortized cost of these securities was $0.4 million and $9.4 million, respectively.
v3.24.0.1
Property and Equipment, Net
 12 Months Ended
Dec. 31, 2023
Property and Equipment, Net [Abstract]  
Property and equipment, net

 4. Property and equipment, net

 

Major components of property and equipment are as follows (in thousands):

 

   Useful Lives  December 31,
2023		   December 31,
2022		 
Leasehold improvements  10 years  $4,328   $4,328 
Furniture/Lab equipment  7 years   2,483    2,224 
Computer equipment  5 years   120    46 
Software/Website  3 years   38    38 
Total property and equipment      6,969    6,676 
Less accumulated depreciation and amortization      4,440    3,727 
Property and equipment, net     $2,529   $2,949 

 

Depreciation and amortization expense amounted to approximately $0.7 million for the years ended December 31, 2023 and 2022.
v3.24.0.1
Intangible Assets, Net
 12 Months Ended
Dec. 31, 2023
Intangible Assets, Net [Abstract]  
Intangible assets, net

5. Intangible assets, net

 

Major components of intangible assets as of December 31, 2023 are as follows (in thousands):

 

   Useful Lives  Cost   Accumulated
Amortization		   Total 
License agreements  20 years  $2,043   $(909)  $1,134 
Patent costs      959    
-
    959 
Trademark costs      194    
-
    194 
Total     $3,196   $(909)  $2,287 

 

Major components of intangible assets as of December 31, 2022, are as follows (in thousands):

 

   Useful Lives  Cost   Accumulated
Amortization		   Total 
License agreements  20 years  $2,043   $(685)  $1,358 
Patent costs      887    
-
    887 
Trademark costs      164    
-
    164 
Total     $3,094   $(685)  $2,409 

 

Amortization expense related to intangible assets amounted to approximately $0.2 million for the years ended December 31, 2023 and 2022. During the year ended December 31, 2023, the Company wrote-off $0.3 million of abandoned patents that it was no longer pursuing in several jurisdictions.

 

Future amortization expense for intangible assets as of December 31, 2023 is approximately as follows (in thousands):

 

Year Ending December 31,  Amount 
2024  $224 
2025   224 
2026   102 
2027   61 
2028   61 
Thereafter   462 
Total  $1,134 
v3.24.0.1
Leases
 12 Months Ended
Dec. 31, 2023
Leases [Abstract]  
Leases

6. Leases

 

The Company records a right-of-use operating lease asset and a lease liability related to its operating leases (there are no finance leases). The Company’s corporate office lease expires in March 2027. As of December 31, 2023, the operating lease asset and operating lease liability were approximately $1.2 million and $2.0 million, respectively. As of December 31, 2022, the operating lease asset and operating lease liability were approximately $1.5 million and $2.6 million, respectively.

 

Future minimum payments under the operating leases as of December 31, 2023 are as follows (in thousands):

 

Year Ending December 31,  Amount 
2024  $682 
2025   682 
2026   682 
2027   169 
Total   2,215 
Less interest (5% discount rate)   174 
Present value of lease liability  $2,041 

 

During the years ended December 31, 2023 and 2022, the Company incurred approximately $0.9 million and $1.0 million, respectively, of total lease costs that are included in the general and administrative expenses in the statements of operations.

 

On July 1, 2020, the Company entered into a sublease agreement for a portion of its leased space for a one-year period ending June 30, 2021, with optional one-year renewal periods, and $10,000 in monthly payments. The sublease was terminated in the second quarter of 2022. For the year ended December 31, 2022, $27,000 was recognized as sublease income, due to the Company receiving $17,000 of equipment and $10,000 of security deposit forfeited.
v3.24.0.1
Stockholders’ Equity
 12 Months Ended
Dec. 31, 2023
Stockholders’ Equity [Abstract]  
Stockholders’ Equity

7. Stockholders’ Equity 

 

Class A Common Stock

 

RSUs are taxable upon vesting based on the market value on the date of vesting. The Company is required to make mandatory tax withholding for the payment and satisfaction of income tax, social security tax, payroll tax, or payment on account of other tax related to withholding obligations that arise by reason of vesting of an RSU. The taxable income is calculated by multiplying the number of vested RSUs for each individual by the closing share price as of the vesting date and a tax liability is calculated based on each individual’s tax bracket. During the year ended December 31, 2023, a total of 253,084 RSUs vested for Class A common stock shares. Of that amount, the Company withheld 52,227 Class A common stock shares to satisfy employee tax liabilities. During the year ended December 31, 2022, a total of 172,274 RSUs vested for Class A common stock shares. Of that amount, the Company withheld 32,438 Class A common stock shares to satisfy employee tax liabilities. The shares withheld are available for reissuance pursuant to the Company’s 2021 Incentive Award Plan.

 

On November 16, 2022, the Company accounted for but had not issued 48,140 RSUs convertible to unregistered shares of Class A common stock, with an aggregate value of $207,000 as payment for accrued expenses under a consulting agreement with Dr. Hare. On May 24, 2023, these shares were issued to Dr. Hare.

  

On June 22, 2022, a total of 27,854 RSUs were granted to the Company’s former Chief Executive Officer, Geoff Green, in exchange for $170,000 of compensation, as agreed upon in connection with his separation.

 

On April 18, 2023, the Company finalized the Separation Agreement dated March 31, 2023, for Dr. Christopher Min, the Company’s former interim Chief Executive Office and Chief Medical Officer. In part for his agreement to a general release the Company agreed to pay Dr. Min: $112,000 as severance compensation and allowed for the immediate acceleration and vesting of 40,000 RSUs that were previously granted.

 

On April 19, 2023, the Company finalized the Separation Agreement effective June 9, 2023, for James Clavijo, the Company’s former Chief Financial Officer (“CFO”). In part for his agreement to a general release the Company agreed to pay Mr. Clavijo $275,000 as severance compensation, three months of payment for COBRA insurance coverage and the immediate acceleration and vesting of 6,690 RSUs that were previously granted. Mr. Clavijo entered into a concurrent consulting agreement with the Company to continue as interim CFO until a permanent successor joined the Company. The consulting agreement has since expired.

 

On June 27, 2023, the Company filed a registration statement with the SEC to conduct a tradeable subscription rights offering for up to $30.0 million of shares of Class A common stock to its stockholders and holders of certain warrants to purchase common stock. On July 28, 2023, the Company filed a first amendment to the registration statement. On August 16, 2023, the registration statement was declared effective by the SEC, and on August 22, 2023, the Company launched the subscription rights offering at a subscription price of $3.00 per share of Class A common stock. On September 21, 2023, the subscription period for the rights offering of the Company expired. At the end of the subscription period, the Company sold 108,497 shares of its Class A common stock at a price of $3.00 per share. There were no net proceeds to the Company after deducting the $0.3 million of expenses associated with the rights offering.

 

On October 11, 2023, the Company entered into a securities purchase agreement with an institutional and accredited investor (the “Purchaser”) relating to the registered direct offering and sale of an aggregate of 2,365,000 shares of the Company’s Class A common stock, par value $0.001 per share and pre-funded warrants to purchase up to 59,243 shares of Class A common stock at an exercise price of $0.001 per share, at a purchase price of $1.65 per share and $1.649 per pre-funded Warrant (the “October 2023 Registered Direct Offering”), which Offering closed and was funded October 13, 2023.

 

In a concurrent private placement, the Company also sold to the Purchaser unregistered Series A warrants to purchase up to an aggregate of 2,424,243 shares of its Class A common stock and unregistered Series B warrants to purchase up to an aggregate of 2,424,243 shares of its Class A common stock (the “Warrants”)( the “October 2023 Private Placement” and collectively, with the October 2023 Registered Direct Offering, the “October 2023 Offering”). The unregistered Series A Warrants have an exercise price of $1.65 per share, became exercisable December 26, 2023, and have a term of five and one-half years from the date of issuance. The unregistered Series B Warrants have an exercise price of $1.65 per share, became exercisable December 26, 2023, and have a term of eighteen months from the date of issuance. The Series A and B warrants became exercisable upon stockholder approval on December 26, 2023, and each Warrant is exercisable for one share of Class A common stock. The net proceeds to the Company from the October 2023 Offering was approximately $3.4 million, after deducting placement agent fees and other offering expenses paid by the Company.

 

On December 20, 2023 the Company entered into a securities purchase agreement with an institutional and accredited investor (the “Purchaser”) relating to the registered direct offering and sale of an aggregate of 1,355,301 shares of the Company’s Class A common stock, par value $0.001 per share, at a purchase price of $1.745 per share of common stock (the “December 2023 Registered Direct Offering”), which Offering closed and was funded on December 22, 2023.

 

In a concurrent private placement on December 22, 2023, concurrent with the December 2023 Registered Direct Offering, the Company also sold to the Purchaser unregistered long-term warrants to purchase up to an aggregate of 1,355,301 shares of its Class A common stock (the “December 2023 Private Placement”, and together with the December 2023 Registered Direct Offering, the “December 2023 Offering”). The unregistered December 2023 Private Placement warrants have an exercise price of $1.62 per share, became immediately exercisable upon issuance, expire on June 20, 2029, and have a term of five and one-half years from the date of issuance. The net proceeds to the Company from the December 2023 Offering was approximately $2.0 million, after deducting placement agent fees and other offering expenses paid by the Company. 

 

During the year ended December 31, 2023, no stock options were exercised for shares of Class A common stock. During the year ended December 31, 2022, 374 stock options were exercised for shares of Class A common stock at an average exercise price of $5.73 for $2,143.

 

Class B Common Stock

 

In connection with the Corporate Conversion, 2,000,000 outstanding Series A and B units were converted into 15,702,834 shares of our unregistered Class B common stock.

 

Holders of Class A common stock generally have rights identical to holders of Class B common stock, except that holders of Class A common stock are entitled to one vote per share and holders of Class B common stock are entitled to five (5) votes per share. The holders of Class B common stock may convert each share of Class B common stock into one share of Class A common stock at any time at the holder’s option. Class B common stock is not publicly tradable.

 

During the year ended December 31, 2023, shareholders exchanged 35,546 shares of Class B common stock for 35,546 shares of Class A common stock. During the year ended December 31, 2022, shareholders exchanged 811,749 shares of Class B common stock for 811,749 shares of Class A common stock.

 

Warrants

 

As part of the IPO, the underwriter received warrants to purchase 106,400 shares of Class A common stock. The warrants are exercisable at any time and from time to time, in whole or in part, during the four and a half-year period commencing August 12, 2021, at a price of $12.00 per share. Total grant date fair value of warrants as of December 31, 2021 was approximately $0.5 million. During 2021, the underwriters assigned 95,760 of the warrants to its employees. As of December 31, 2023, 51,061 warrants have been exercised for Class A common stock shares at an exercise price of $12.00 for $612,732.

 

As part of the December 2021 PIPE Offering, the Company issued 1,169,288 warrants to investors (“Purchaser Warrants”) to purchase up to a number of shares of Class A common stock equal to the number of shares of Class A common stock purchased by such investor in the offering, at an exercise price of $17.50 per share. The purchaser warrants are immediately exercisable, expire five years from the date of issuance and have certain downward pricing adjustment mechanisms, subject to a floor, as set forth in greater detail in the purchase warrants. In addition, the Company granted the underwriters warrants, under similar terms, to purchase 46,722 shares of Class A common stock, at an exercise price of $17.50 per share.

 

On August 16, 2023, the Company announced its Stock Rights Offering, which triggered the downward pricing mechanism on the Purchaser Warrants, at which time these warrants were adjusted downward to an exercise price of $5.25 for the period remaining through expiration. This resulted in a deemed dividend to common stockholders of approximately $0.8 million for the change in the fair value of the warrants using a Black-Scholes pricing model.

 

As part of the October 2023 Offering, the Company issued an aggregate of 2,424,243 Series A warrants and 2,424,243 Series B warrants to the purchaser to purchase up to a number of shares of Class A common stock. The Series A warrants have an exercise price of $1.65 per share and have a term of five and one-half years from the date of issuance. The Series B warrants have an exercise price of $1.65 per share and have a term of eighteen months from the date of issuance. Both the Series A and Series B warrants became exercisable as of December 26, 2023, following stockholder approval. In addition, the Company granted the underwriters warrants, under similar terms, to purchase 169,697 shares of Class A common stock, at an exercise price of $2.0625 per share.

 

As part of the December 2023 Offering, the Company sold unregistered long-term warrants to purchase an aggregate of 1,355,301 warrants to the purchase shares of Class A common stock. These unregistered warrants have an exercise price of $1.62 per share, became immediately issuable upon issuance, and expire on June 20, 2029. In addition, the Company granted the underwriters warrants, under similar terms, to purchase 94,871 shares of Class A common stock, at an exercise price of $2.1813 per share.
v3.24.0.1
Equity Incentive Plan
 12 Months Ended
Dec. 31, 2023
Equity Incentive Plan [Abstract]  
Equity Incentive Plan

8. Equity Incentive Plan

 

RSUs

 

As part of the Company’s IPO, the Company adopted and approved the 2021 Incentive Award Plan (“2021 Incentive Plan”). Under the 2021 Incentive Plan, the Company may grant cash and equity incentive awards to employees and eligible service providers in order to attract, motivate and retain the talent for which the Company competes.

 

On November 16, 2022, the Company accounted for but had not issued 48,140 RSUs convertible to unregistered shares of Class A common stock, with an aggregate value of $207,000 as payment for accrued expenses under a consulting agreement with Dr. Hare. On May 24,2023, these shares were issued to Dr. Hare.

  

On June 22, 2022, the Company granted $170,000 of separation compensation to Mr. Green (Mr. Green resigned as CEO effective June 1, 2022), which were converted into 27,854 RSUs. The RSU were issued based on the three-day average of the fair market value prior to the time of grant, June 22, 2022, of $6.10.

 

On June 3, 2022, the Company granted a bonus to each of Mr. Clavijo and Mr. Lehr in the form of RSUs. Mr. Clavijo and Mr. Lehr were each granted 40,000 RSUs each that vested one-third at the grant date, with the remaining two thirds vesting on the first- and second-year anniversary of the grant date. The RSU were issued based at fair market value at the time of grant, June 3, 2022, of $8.73.

 

On April 4, 2022, the Company appointed K. Chris Min, M.D., Ph.D. as its Chief Medical Officer. Dr. Min’s employment agreement provided for annual base salary of $350,000, and he was eligible to receive a performance bonus equal to 30% of his base salary, prorated for his first year of employment. Dr. Min received a $60,000 signing bonus, with 50% of this amount paid in RSUs and 50% in stock options. Dr. Min also received two equity incentive awards: 150,000 RSUs and a stock option award exercisable for 50,000 shares. Each award was to vest 25% upon the first-year anniversary of his first day of employment with Longeveron, with 25% vesting thereafter on the second, third and fourth anniversaries of his employment. In each case, the vesting of the equity awards was to be subject to Dr. Min’s continued service through the applicable vesting dates. RSUs were being expensed on a quarterly basis at the rate of $0.1 million for the quarterly vesting amount of 9,375 RSUs, with a price per share of $12.85 (the closing price of the Company’s stock on April 4, 2022). Stock options were being expensed based upon a Black-Scholes calculation, the price per share to be expensed was $11.34 and a total cost of $0.6 million would be expensed ratably over 48 months. On April 18, 2023, the Company finalized the Separation Agreement dated March 31, 2023, for Dr.Min. In part for his agreement to a general release, the Company agreed to pay Dr. Min: $112,000 as severance compensation and allowed for the immediate acceleration and vesting of 40,000 RSUs that were previously granted.

 

On March 1, 2023, the Company granted the newly-hired Chief Executive Officer, Mr. Hashad a signing bonus of 50,000 RSUs, which vested in quarterly installments on each of April 1, 2023, July 1, 2023, September 1, 2023, and December 31, 2023. Mr. Hashad will also receive annual long-term equity incentive awards through 2026 consisting of 50,000 shares of time-based vesting stock options and up to 125,000 of performance share units “(PSUs”), in accordance with the terms of the Longeveron 2021 Incentive Award Plan.

 

On April 19, 2023, the Company finalized the Separation Agreement effective June 9, 2023, for James Clavijo, the Company’s former Chief Financial Officer. In part for his agreement to a general release, the Company agreed to pay Mr. Clavijo $275,000 as severance compensation, three months of payment for COBRA insurance coverage and the immediate acceleration and vesting of 6,690 RSUs that were previously granted. Mr. Clavijo entered into a concurrent consulting agreement with the Company to continue as interim Chief Financial Officer until a permanent successor joined the Company. This agreement has since expired.

 

On June 9, 2023, the Company granted newly elected Board of Directors, Khoso Baluch and Jeffrey Pfeffer, 5,000 RSUs each. The RSUs vested 50% on the date of grant and will vest 25% on each of the next annual anniversary dates.

 

On July 24, 2023, the Company granted Nataliya Agafonova, Chief Medical Officer, a signing bonus of 30,000 RSUs, which vest in quarterly installments on each of July 24, 2023, October 1, 2023, January 1, 2024, and April 1, 2024.

 

On July 31, 2023, the Company granted Lisa Locklear, Executive Vice President and Chief Financial Officer, a signing bonus of 40,000 RSUs, which vest in quarterly installments on each of October 1, 2023, January 1, 2024, April 1, 2024, and July 31, 2024.

 

As of December 31, 2023 and 2022, the Company had 112,393 and 329,746, respectively RSUs outstanding (unvested).

 

RSU activity for the year ended December 31, 2023 was as follows:

 

   Number of
RSUs		 
Outstanding (unvested) at December 31, 2022   329,746 
RSUs granted   182,000 
RSUs vested   (265,584)
RSU expired/forfeited   (133,769)
Outstanding (unvested) at December 31, 2023   112,393 

 

Stock Options

 

Stock options may be granted under the 2021 Incentive Plan. The exercise price of options is equal to the fair market value of the Company’s Class A common stock as of the grant date. Options historically granted have generally become exercisable over four years and expire ten years from the date of grant. The 2021 Incentive Plan provides for equity grants to be granted up to 5% of the outstanding common stock shares.

 

The fair value of the options issued are estimated using the Black-Scholes option-pricing model and for 2023 have the following assumptions: a dividend yield of 0%; an expected life of 10 years; volatility ranging from 90%-95%; and risk-free interest rate based on the grant date ranging from of 3.89% to 4.01%. For 2022, the following assumptions were used: a dividend yield of 0%; an expected life of 10 years; volatility of 95%; and risk-free interest rate based on the grant date ranging from of 1.23% to 3.68%. Each option grant made during 2023 and 2022, will be expensed ratably over the option vesting periods, which approximates the service period.

 

As of December 31, 2023, the Company has recorded issued and outstanding options to purchase a total of 437,843 shares of Class A common stock pursuant to the 2021 Incentive Plan, at a weighted average exercise price of $4.96 per share. Also, as of December 31, 2022, the Company has recorded issued and outstanding options to purchase a total of 470,191 shares of Class A common stock pursuant to the 2021 Incentive Plan, at a weighted average exercise price of $6.18 per share.

 

For the year ended December 31, 2023:

 

   Number of
Stock Options		 
Stock options vested (based on ratable vesting)   160,107 
Stock options unvested   277,736 
Total stock options outstanding at December 31, 2023   437,843 

 

For the year ended December 31, 2022:

 

   Number of
Stock Options		 
Stock options vested (based on ratable vesting)   151,258 
Stock options unvested   318,933 
Total stock options outstanding at December 31, 2022   470,191 

 

Stock Option activity for the year ended December 31, 2023 was as follows:

 

   Number of
Stock Options		   Weighted
Average
Exercise
Price		 
Outstanding at December 31, 2022   470,191   $7.07 
Options granted   146,000   $2.06 
Options exercised   
-
    
-
 
Options expired/forfeited   (178,348)  $8.12 
Outstanding at December 31, 2023   437,843   $4.96 

 

On December 21, 2023, the Company granted an award of 12,000 Class A common stock options to each of its non-employee directors (a total of 96,000 options). The stock option award has a four-year vesting period, vesting 25% per year, and has an exercise price of $1.25. Based upon a Black-Scholes calculation, the price per share to be expensed was $1.09 and a total cost of $0.1 million that would be expensed ratably over 48 months.

 

On March 1, 2023, the Company granted an award of 50,000 Class A common stock options to Mr. Hashad. The stock option award has a one-year vesting period, vesting on the first anniversary of the grant date, and has an exercise price of $3.62. Based upon a Black-Scholes calculation, the price per share to be expensed was $3.23 and a total cost of $0.2 million would be expensed ratably over 12 months.

 

On December 21, 2022, the Company granted an award of 5,000 Class A common stock options to each of its non-employee directors (a total of 45,000 options). The stock option award has a four-year vesting period, vesting 25% per year, and has an exercise price of $3.00. Based upon a Black-Scholes calculation, the price per share to be expensed was $2.67 and a total cost of $0.1 million that would be expensed ratably over 48 months.

 

On November 16, 2022, the Company granted an award of 22,843 Class A common stock options to Mr. Paul Lehr, General Counsel and Corporate Secretary. The stock option award has a four-year vesting period, vesting 25% per year, and has an exercise price of $4.30. Based upon a Black-Scholes calculation, the price per share to be expensed was $2.94 and a total cost of less than $0.1 million would be expensed ratably over 48 months.

 

On September 6, 2022, the Company granted an award of 10,000 Class A common stock options to an employee. The stock option award has a four-year vesting period, vesting 25% per year, and has an exercise price of $4.67. Based upon a Black-Scholes calculation, the price per share to be expensed was $4.15 and a total cost of less than $0.1 million would be expensed ratably over 48 months.

 

On June 3, 2022, the Company granted an award of 5,000 Class A common stock options to Mr. Lehr. The stock option award vested upon the grant date and has an exercise price of $8.73. Based upon a Black-Scholes calculation, the price per share to be expensed was $7.73 and a total cost of less than $0.1 million was expensed on the grant date.

 

On March 14, 2022, the Company granted an award of 22,000 Class A common stock options to employees. The stock option award has a four-year vesting period, vesting 25% per year, and has an exercise price of $5.94. Based upon a Black-Scholes calculation, the price per share to be expensed was $5.23 and a total cost of less than $0.1 million would be expensed ratably over 48 months.

 

On January 6, 2022, the Company granted awards of 84,825 Class A common stock options to employees. The stock option awards have four-year vesting periods, vesting 25% per year, and have an exercise price of $10.00. Based upon a Black-Scholes calculation, the price per share to be expensed was $8.78 and a total cost of $0.7 million would be expensed ratably over 48 months.

 

For the years ended December 31, 2023 and 2022, the equity-based compensation expense amounted to approximately $2.0 million and $2.3 million, respectively, which is included in the research and development and general and administrative expenses in the statements of operations for the years ended December 31, 2023 and 2022.

 

As of December 31, 2023, the remaining unrecognized equity-based compensation (which includes RSUs, PSUs and stock options) of approximately $1.5 million will be recognized over a weighted average time period of approximately 1.5 years.
v3.24.0.1
Commitments and Contingencies
 12 Months Ended
Dec. 31, 2023
Commitments and Contingencies [Abstract]  
Commitments and Contingencies

9. Commitments and Contingencies

 

Master Services and Clinical Studies Agreements:

 

As of December 31, 2023, the Company had three active master services agreements with third parties to conduct its clinical trials and manage clinical research programs and clinical development services on behalf of the Company. The Company expects these agreements or amended current agreements to have total expenditures of approximately $1.1 million over the next two years.

 

As of December 31, 2022, the Company had two active master services agreements with third parties to conduct its clinical trials and manage clinical research programs and clinical development services on behalf of the Company.

 

Consulting Services Agreement:

 

On November 20, 2014, the Company entered into a ten-year consulting services agreement with Dr. Joshua Hare, its CSO. Under the agreement, the Company has agreed to pay the CSO $265,000 annually. The compensation payments are for scientific knowledge, medical research, technical knowledge, skills, and abilities to be provided by the CSO to further develop the intellectual property rights assigned by the CSO to the Company. This agreement requires the CSO to also assign to the Company the exclusive right, title, and interest in any work product developed from his efforts during the term of this agreement. On November 16, 2022, the Company accounted for but had not issued 48,140 RSUs convertible to unregistered shares of Class A common stock, with an aggregate value of $207,000 as payment for accrued expenses under a consulting agreement with the CSO. These shares were issued on May 24, 2023. As of December 31, 2023 and 2022, the Company had accrued balances due to the CSO of approximately $0.1 million and less than $0.1 million, respectively, included in accrued expenses and approximately $0.1 million for both years included in accounts payable in the accompanying balance sheets.

 

Technology Services Agreement:

 

On March 27, 2015, the Company entered into a technology services agreement with Optimal Networks, Inc. (a related company owned by Dr. Joshua Hare’s brother-in-law) for use of information technology services. The technology services agreement was terminated as of April 14, 2023. As of December 31, 2023 and 2022, the Company owed $0 and less than $0.1 million, respectively, pursuant to this agreement, which is included in accounts payable in the accompanying balance sheets.

 

Exclusive Licensing Agreements:

 

UM Agreement

 

On November 20, 2014, the Company entered into an Exclusive License Agreement with UM (the “UM License”) for the use of certain Aging-related Frailty Mesenchymal Stem Cell (“MSC”) technology rights developed by our CSO at UM. The UM License is a worldwide, exclusive license, with right to sublicense, with respect to any and all know-how specifically related to the development of the culture-expanded MSCs for Aging-related Frailty used at the Human-induced pluripotent stem cell-derived MSCs (IMSCs”), all standard operating procedures used to create the IMSCs, and all data supporting isolation, culture, expansion, processing, cryopreservation and management of the IMSCs. The Company is required to pay UM (i) a license issue fee of $5,000, (ii) a running royalty in an amount equal to three percent of annual net sales on products or services developed from the technology, payable on a country-by-country basis beginning on the date of first commercial sale through termination of the UM License Agreement, and which may be reduced to the extent we are required to pay royalties to a third party for the same product or process, (iii) escalating annual cash payments of up to fifty thousand dollars, subject to offset. The agreement extends for up to 20 years from the last date a product or process is commercialized from the technology and was amended in 2017 to modify certain milestone completion dates as detailed below. In 2021 the license fee was increased by an additional $100,000, to defray patent costs. In addition, the Company issued 110,387 unregistered shares of Class A common stock to UM.

 

The milestone payment amendments shifted the triggering payments to three payments of $500,000, to be paid within six months of: (a) the completion of the first Phase 3 clinical trial of the products (based upon the final data unblinding); (b) the receipt by the Company of approval for the first new drug application (“NDA”), biologics application (“BLA”), or other marketing or licensing application for the product; and (c) the first sale following product approval. “Approval” refers to Product approval, licensure, or other marketing authorization by the U.S. Food and Drug Administration, or any successor agency. The amendments also provided for the Company’s license of additional technology, to the extent not previously included in the UM License, and granted the Company an exclusive option to obtain an exclusive license for (a) the Hypoplastic Left Heart Syndrome (“HLHS”) investigational new drug application (“IND”) with ckit+ cells; and (b) UMP-438 titled “Method of Determining Responsiveness to Cell Therapy in Dilated Cardiomyopathy.”

 

The Company has the right to terminate the UM License upon 60 days’ prior written notice, and either party has the right to terminate upon a breach of the UM License. To date, the Company has made payments totaling $365,000 to UM, and as of December 31, 2023 and 2022, in the accompanying balance sheets, we had accrued $50,000 in milestone fees payable to UM for both years and $15,000 and $30,000, respectively, for patent related reimbursements based on the estimated progress to date.

 

CD271

 

On December 22, 2016, the Company entered into an exclusive license agreement with an affiliated entity of Dr. Joshua Hare, JMH MD Holdings, LLC (“JMHMD”), for the use of CD271 cellular therapy technology. The Company recorded the value of the cash consideration and membership units issued to obtain this license agreement as an intangible asset. The Company is required to pay as royalty 1% of the annual net sales of the licensed product(s) used, leased, or sold by or for licensee or its sub-licensees. If the Company sublicenses the technology, it is also required to pay an amount equal to 10% of the net sales of the sub-licensees. In addition, on December 23, 2016, as required by the license agreement, the Company paid an initial fee of $250,000 to JMHMD, and issued to it 10,000 Series C Units, valued at $250,000. The $0.5 million of value provided to JMHMD for the license agreement, along with professional fees of approximately $27,000, were recorded as an intangible asset that is amortized over the life of the license agreement which was defined as 20 years. Further, expenses related to the furtherance of the CD271+ technology is being capitalized and amortized as incurred over 20 years. There were no license fees due for the years ended December 31, 2023 and 2022 pertaining to this agreement.

 

Other Royalty

 

Under the grant award agreement with the Alzheimer’s Association, the Company may be required to make revenue sharing or distribution of revenue payments for products or inventions generated or resulting from this clinical trial program. The potential payments, although not currently defined, could result in a maximum payment of five times (5x) the award amount of $3.0 million.

 

Contingencies – Legal

 

On September 13, 2021, the Company and certain of its directors and officers were named as defendants in a securities lawsuit filed in the U.S. District Court for the Southern District of Florida and brought on behalf of a purported class. The suit alleges there were materially false and misleading statements made (or omissions of required information) in the Company’s initial public offering materials and in other disclosures during the period from our initial public offering on February 12, 2021, through August 12, 2021, in violation of the federal securities laws. The action sought damages on behalf of a proposed class of purchasers of the Company’s common stock during said period. On July 12, 2022, all parties preliminarily agreed to settle the action for approximately $1.4 million, which settlement was preliminarily approved by the Court on or about May 12, 2023, and which settlement amount was paid on May 24, 2023. Legal expenses incurred in ordinary business activities are reported within general and administrative expenses.

 

On or about May 18, 2023, a former employee of the Company filed a charge with the Equal Employment Opportunities Commission (“EEOC”) and the Florida Commission on Human Relations alleging discrimination based on disability, and on or about August 15, 2023, the former employee filed a complaint in Miami-Dade Circuit Court alleging unpaid wages were outstanding.  Both matters were addressed and fully resolved and settled in a mediation between the Company and the former employee held on September 28, 2023, by which it was agreed that the former employee would be paid $75,000 (a total of $35,000 towards this resolution was paid by the Company and all remaining costs were covered by the Company’s insurance carrier) and that the EEOC and FCHR charges were withdrawn and the action in the Miami-Dade Circuit Court was dismissed with prejudice.
v3.24.0.1
Employee Benefits Plan
 12 Months Ended
Dec. 31, 2023
Employee Benefits Plan [Abstract]  
Employee Benefits Plan

10. Employee Benefits Plan

 

The Company sponsors a defined contribution employee benefit plan (the “Plan”) under the provisions of Section 401(k) of the Internal Revenue Code. The Plan covers substantially all full-time employees of the Company who are eligible upon date of hire. Contributions to the Plan by the Company are at the discretion of the Board of Directors.

 

The Company contributed approximately $131,000 and $88,000 to the Plan during the years ended December 31, 2023 and 2022, respectively.
v3.24.0.1
Income Taxes
 12 Months Ended
Dec. 31, 2023
Income Taxes [Abstract]  
Income Taxes

11. Income Taxes

 

The tax effects of temporary differences and net operating loss (“NOL”) carryforwards that gave rise to significant portions of the deferred tax assets and deferred tax liabilities were approximately as follows at December 31, 2023 and December 31, 2022 (in thousands):

 

   2023   2022 
Deferred tax assets:        
Net operating loss carry forwards  $7,790   $6,103 
ASC 842 Lease liability   514    690 
Equity based compensation   201    1,993 
Fixed assets   
-
    435 
Intangible assets   106    45 
Capitalized research & development expenses   3,830    1,753 
Tax credits   1,258      
Accrual to cash adjustment   
-
    911 
Other   468    
-
 
Total deferred tax assets   14,167    11,930 
Valuation allowance   (13,776)   (11,524)
Deferred tax assets, net of valuation allowance   391    406 
Deferred tax liabilities:          
ASC 842 Right-of-use asset   (307)   (406)
Depreciation and amortization   (84)   
-
 
Total deferred tax liabilities   (391)   (406)
Deferred tax assets and liabilities, net of valuation allowance  $
-
   $
-
 

 

As of December 31, 2023, the Company had NOL carryforwards for federal purposes of approximately $30.9 million, all of which have no expiration. The Company also had state NOL carryforwards of approximately $29.9 million, all of which have no expiration. However, these NOLs are subject to various limitations under Internal Revenue Code (“IRC”) Section 382. IRC Section 382 limits the use of NOLs to the extent there has been an ownership change of more than 50 percentage points in shares owned by any 50% owner. In addition, the NOL carry forwards are subject to examination by the taxing authority and could be adjusted or disallowed due to such exams. Although the Company has not undergone an IRC Section 382 analysis, it is likely that the utilization of the NOLs may be substantially limited.

 

Reconciliations of the difference between income tax benefit computed at the federal and state statutory tax rates and the provision for income tax benefit for the years ended December 31, 2023 and 2022 were as follows:

 

   2023   2022 
Federal tax at statutory rate   21.0%   21.0%
State tax benefits, net of federal benefit   4.2    6.9 
Other   1.6    0.8 
Change in valuation allowance   (26.7)   (28.7)
Income tax benefit   
-
%   
-
%

 

Entities are also required to evaluate, measure, recognize and disclose any uncertain income tax provisions taken on their income tax returns. The Company has analyzed its tax positions and has concluded that as of December 31, 2023, there were no uncertain positions. The Company’s U.S. federal and state net operating losses have occurred since its inception and as such, tax years subject to potential tax examination could apply from 2021, the earliest year with a net operating loss carryover, because the utilization of net operating losses from prior years opens the relevant year to audit by the IRS and/or state taxing authorities. Interest and penalties, if any, as they relate to income taxes assessed, are included in the income tax provision. The Company did not have any unrecognized tax benefits and has not accrued any interest or penalties for the years ended December 31, 2023 and 2022.
v3.24.0.1
Loss Per Share
 12 Months Ended
Dec. 31, 2023
Loss Per Share [Abstract]  
Loss Per Share

12. Loss Per Share

 

Basic and diluted net loss per share have been computed using the weighted-average number of shares of common stock outstanding during the period. We have outstanding stock-based awards that are not used in the calculation of diluted net loss per share because to do so would be anti-dilutive.

 

The following instruments (in thousands) were excluded from the calculation of diluted net loss per share because their effects would be antidilutive:

 

   December 31, 
   2023   2022 
         
RSUs   112    330 
PSUs   125    
-
 
Stock options   438    470 
Warrants   7,740    1,271 
Total   8,415    2,071 
v3.24.0.1
Subsequent Events
 12 Months Ended
Dec. 31, 2023
Subsequent Events [Abstract]  
Subsequent Events

13. Subsequent Events

  

In line with the Company’s 2024 strategic direction to focus its resources on HLHS and AD and manage its cash spend, the Company decided to discontinue its previously disclosed clinical trial in Japan to evaluate Lomecel-BTM for Aging-related Frailty.

 

On February 21, 2024, the Company’s stockholders approved an amendment to the Company’s certificate of incorporation to effect a reverse stock split of its outstanding shares of Class A common stock and Class B common stock at a ratio, ranging from one-for-five (1:5) to one-for-fifteen (1:15), with the exact ratio to be set within that range at the discretion of its Board of Directors without further approval or authorization of its stockholders. The date of the reverse stock split and the ratio has not yet been determined.
v3.24.0.1
Pay vs Performance Disclosure - USD ($)
$ in Thousands
 12 Months Ended
Dec. 31, 2023
Dec. 31, 2022
Pay vs Performance Disclosure    
Net Income (Loss) $ (21,413) $ (18,835)
v3.24.0.1
Insider Trading Arrangements - shares
 12 Months Ended
Dec. 31, 2023
Sep. 29, 2024
Trading Arrangements, by Individual    
Rule 10b5-1 Arrangement Adopted false  
Non-Rule 10b5-1 Arrangement Adopted false  
Rule 10b5-1 Arrangement Terminated false  
Non-Rule 10b5-1 Arrangement Terminated false  
Neil Hare [Member]    
Trading Arrangements, by Individual    
Name Neil Hare  
Title member of the Company’s Board of Directors  
Rule 10b5-1 Arrangement Adopted true  
Adoption Date December 29, 2023  
Aggregate Available   45,044
v3.24.0.1
Accounting Policies, by Policy (Policies)
 12 Months Ended
Dec. 31, 2023
Summary of Significant Accounting Policies [Abstract]  
Basis of presentation

Basis of presentation:

The financial statements of the Company were prepared in accordance with accounting principles generally accepted in the U.S. (“U.S. GAAP”).

Certain reclassifications have been made to prior period amounts to conform to the current period presentation. These reclassifications had no impact on previously reported net loss for the year ended December 31, 2022.
Use of estimates

Use of estimates:

The presentation of financial statements in conformity with U.S. GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of revenues and expenses during the reporting period. Actual results could differ from those estimates.
Accounting Standard Updates

Accounting Standard Updates

A variety of proposed or otherwise potential accounting standards are currently under consideration by standard-setting organizations and certain regulatory agencies. Because of the tentative and preliminary nature of such proposed standards, management has not yet determined the effect, if any, that the implementation of such proposed standards would have on the Company’s financial statements.

In June 2016, the FASB issued Accounting Standards Update (“ASU”) 2016-13, “Financial Instruments - Credit Losses: Measurement of Credit Losses on Financial Instruments”. The standard requires that credit losses be reported using an expected losses model rather than the incurred losses model that is currently used, and establishes additional disclosures related to credit risks. For available-for-sale debt securities with unrealized losses, these standards now require allowances to be recorded instead of reducing the amortized cost of the investment. These standards limit the amount of credit losses to be recognized for available-for-sale debt securities to the amount by which carrying value exceeds fair value and requires the reversal of previously recognized credit losses if fair value increases. The adoption of the standard as of January 1, 2023, did not have a material impact on the Company’s financial statements.

In December 2023, the FASB issued ASU 2023-09, “Improvements to Income Tax Disclosures”. The amendments in this ASU change disclosure requirements for various items, including effective tax rate reconciliations and cash taxes paid. This ASU is effective for public companies for the financial reporting periods beginning on January 1, 2025, with early adoption permitted. We have not adopted ASU 2023-09 for our financial period ending December 31, 2023, and will continue to evaluate early adoption for our financial period ending December 31, 2024.
Cash and cash equivalents

Cash and cash equivalents:

The Company considers cash to consist of cash and cash equivalents and temporary investments having an original maturity of 90 days or less that are readily convertible into cash.

 
Marketable securities

Marketable Securities:

Marketable securities at December 31, 2023 and 2022 consisted of marketable fixed income securities, primarily corporate bonds, as well as U.S. Government and agency obligations which are categorized as available-for-sale securities and are thus marked to market and stated at fair value in accordance with Accounting Standards Codification (“ASC”) 820 Fair Value Measurement. These investments are considered Level 1 and Level 2 investments within the ASC 820 fair value hierarchy. The fair value of Level 1 investments, including cash equivalents, money funds and U.S. government securities, are substantially based on quoted market prices. The fair value of corporate bonds is determined using standard market valuation methodologies, including discounted cash flows, matrix pricing and / or other similar techniques. The inputs to these valuation techniques include but are not limited to market interest rates, credit rating of the issuer or counterparty, industry sector of the issuer, coupon rate, call provisions, maturity, estimated duration and assumptions regarding liquidity and estimated future cash flows. In addition to bond characteristics, the valuation methodologies incorporate market data, such as actual trades completed, bids and actual dealer quotes, where such information is available. Accordingly, the estimated fair values are based on available market information and judgments about financial instruments categorized within Level 1 and Level 2 of the fair value hierarchy. Interest and dividends are recorded when earned. Realized gains and losses on investments are determined by specific identification and are recognized as incurred in the statement of operations. Changes in net unrealized gains and losses are reported in other comprehensive loss and represent the change in the fair value of investment holdings during the reporting period. Changes in net unrealized gains and losses were $0.3 million and ($0.3) million for the years ended December 31, 2023 and 2022, respectively.
Inventory

Inventory:

The Company will begin carrying inventory of its biological products on its balance sheets following commercial launch of such products. Inventory will consist of raw materials, biological products in process, and finished goods available for sale. The Company will determine its inventory values using the average cost method. Inventory will be valued at the lower of cost or net realizable value and will exclude units that the Company anticipates distributing for clinical evaluation. As of each of December 31, 2023 and 2022, all of the Company’s biological products were anticipated to be distributed for clinical evaluation.

The Company does not currently carry any inventory for its biological products, as it has yet to launch a product for commercial distribution. Historically the Company’s operations have focused on clinical trials and discovery efforts, and accordingly, costs of manufactured clinical doses of biological product candidates were expensed as incurred, consistent with the accounting for all other research and development costs. Once the Company begins commercial distribution, costs of all newly manufactured biological products will be allocated either for use in commercial distribution, which will be carried as inventory and not expensed, or for research and development efforts, which will continue to be expensed as incurred.
Accounts and grants receivable

Accounts and grants receivable:

Accounts and grants receivable include amounts due from customers, granting institutions and others. The amounts as of December 31, 2023 and 2022 are deemed to be collectible and no amount has been recognized for doubtful accounts. MSCRF-TEDCO (defined below under Revenue Recognition) generally advance grant funds and therefore a receivable is not usually recognized. In addition, for the clinical trial revenue, most participants pay in advance of treatment. Advanced grant funds and prepayments for the clinical trial revenue are recorded to deferred revenue.

Accounts and grants receivable by source, as of (in thousands):

   December 31, 
   2023   2022 
National Institutes of Health – Grant  $96   $218 
Accounts receivable from customers   15    
-
 
Total  $111   $218 
Deferred offering costs

Deferred offering costs:

The Company recorded certain legal, professional and other third-party fees that were directly associated with in-process equity financings as deferred offering costs until the applicable equity financing was consummated. After consummation of an equity financing, these costs are recorded in stockholders’ equity as a reduction of proceeds generated as a result of the offering.

  
Property and equipment

Property and equipment:

Property and equipment, including improvements that extend useful lives of related assets, are recorded at cost, while maintenance and repairs are charged to operations as incurred. Depreciation is calculated using the straight-line method based on the estimated useful lives of the assets. Leasehold improvements are amortized over the shorter of the estimated useful life of the asset or the original term of the lease. Depreciation expense is recorded in the research and development line of the Statement of Operations as the assets are primarily related to the Company’s clinical programs.
Intangible assets

Intangible assets:

Intangible assets include payments on license agreements with the Company’s co-founder and Chief Scientific Officer (“CSO”) and the University of Miami (“UM”) (see Note 9) and legal costs incurred related to patents and trademarks. License agreements have been recorded at the value of cash consideration, common stock and membership units transferred to the respective parties when acquired.

Payments for license agreements are amortized using the straight-line method over the estimated term of the agreements, which range from 5-20 years. Patents are amortized over their estimated useful life, once issued. The Company considers trademarks to have an indefinite useful life and evaluates them for impairment on an annual basis. Amortization expense is recorded in the research and development line of the statements of operations as the assets are primarily related to the Company’s clinical programs.
Impairment of Long-Lived Assets

Impairment of Long-Lived Assets:

The Company evaluates long-lived assets for impairment, including property and equipment and intangible assets, when events or changes in circumstances indicate that the carrying value of such assets may not be recoverable. Upon the occurrence of a triggering event, the asset is reviewed to assess whether the estimated undiscounted cash flows expected from the use of the asset plus the residual value from the ultimate disposal exceeds the carrying value of the asset. If the carrying value exceeds the estimated recoverable amounts, the asset is written down to the estimated fair value. Any resulting impairment loss is reflected on the statements of operations. Upon evaluation, management determined that there was no impairment of long-lived assets during the years ended December 31, 2023 and 2022.
Deferred revenue

Deferred revenue:

The unearned portion of advanced grant funds and prepayments for Clinical trial revenue, which will be recognized as revenue when the Company meets the respective performance obligations, has been presented as deferred revenue in the balance sheets. For the years ended December 31, 2023 and 2022, the Company recognized $0 and $0.1 million, respectively, of funds that were previously classified as deferred revenue. Due to the MSCRF – TEDCO – grant ARDS program being discontinued, the $0.4 million recorded as deferred revenue will be reversed when the funds are returned to MSCRF – TEDCO.
Revenue recognition

Revenue recognition:

The Company recognizes revenue when performance obligations related to respective revenue streams are met. For grant revenue, the Company considers the performance obligation met when the grant related expenses are incurred or supplies and materials are received. The Company is paid in tranches pursuant to terms of the related grant agreements, and then applies payments based on regular expense reimbursement submissions to grantors. There are no remaining performance obligations or variable consideration once grant expense reporting to the grantor is complete. For clinical trial revenue, the Company considers the performance obligation met when the participant has received the treatment. The Company usually receives prepayment for these services or receives payment at the time the treatment is provided, and there are no remaining performance obligations or variable consideration once the participant received the treatment. For contract manufacturing revenue, the Company considers the performance obligation met when the contractual obligation and / or statement of work has been satisfied. Payment terms may vary depending on specific contract terms. There are no significant judgments affecting the determination of the amount and timing of revenue recognition.

 

Revenue by source (in thousands):

   Years ended
December 31,		 
   2023   2022 
National Institute of Health - grant  $41   $164 
Clinical trial revenue   668    940 
MSCRF – TEDCO1 - grant   
-
    118 
Total  $709   $1,222 
1 Maryland Stem Cell Research Fund (MSCRF) - Maryland Technology Development Corporation (TEDCO)

The Company records cost of revenues based on expenses directly related to revenue. For Grants, the Company records allocated expenses for Research and development costs to a grant as a cost of revenues. For the Clinical trial revenue directly related expenses for that program are expensed as incurred. These expenses are similar to those described under “Research and development expense” below.
Research and development expense

Research and development expense:

Research and development costs are charged to expense when incurred in accordance with ASC 730 Research and Development. ASC 730 addresses the proper accounting and reporting for research and development costs. It identifies: 1) those activities that should be identified as research and development; 2) the elements of costs that should be identified with research and development activities, and the accounting for these costs; and 3) the financial statement disclosures related to them. Research and development costs include costs such as clinical trial expenses, contracted research and license agreement fees with no alternative future use, supplies and materials, salaries, share-based compensation, employee benefits, property and equipment depreciation and allocation of various corporate costs. The Company accrues for costs incurred by external service providers, including contract research organizations and clinical investigators, based on its estimates of service performed and costs incurred. These estimates include the level of services performed by the third parties, patient enrollment in clinical trials, administrative costs incurred by the third parties, and other indicators of the services completed. Based on the timing of amounts invoiced by service providers, the Company may also record payments made to those providers as prepaid expenses that will be recognized as expense in future periods as the related services are rendered.
Concentrations of credit risk

Concentrations of credit risk:

Financial instruments which potentially subject the Company to credit risk consist principally of cash and cash equivalents, marketable securities, and accounts and grants receivable. Cash and cash equivalents are held in U.S. financial institutions. At times, the Company may maintain balances in excess of the federally insured amounts.
Income taxes

Income taxes:

The Company’s tax provision consists of taxes currently payable or receivable, plus any change during the period in deferred tax assets and liabilities. The Company uses the asset and liability method of accounting for income taxes. Under this method, deferred tax assets and liabilities are recognized for the future tax consequences attributable to differences between the financial statement carrying amounts of assets and liabilities and their respective tax basis. Deferred tax assets and liabilities are measured using enacted tax rates expected to apply to taxable income in the years in which those temporary differences are expected to be recovered or settled. The effect on deferred tax assets and liabilities of a change in tax rates is recognized in income in the period that includes the enactment date. In addition, a valuation allowance is established to reduce any deferred tax asset for which it is determined that it is more likely than not that some portion of the deferred tax asset will not be realized. The Company’s tax provision was $0 for the years ended December 31, 2023 and 2022 due to net operating losses. The Company has not recorded any tax benefit for the net operating losses incurred due to the uncertainty of realizing a benefit in the future.

The Company recognizes the tax benefits from uncertain tax positions that the Company has taken or expects to take on a tax return. In the unlikely event an uncertain tax position exists in which the Company could incur income taxes, the Company would evaluate whether there is a probability that the uncertain tax position taken would be sustained upon examination by a taxing authority. Reserves for uncertain tax positions would then be recorded if the Company determined it is probable that either a position would not be sustained upon examination or a payment would have to be made to a taxing authority and the amount was reasonably estimable. As of December 31, 2023 and 2022, the Company does not believe it has any uncertain tax positions that would result in the Company having a liability to the taxing authority. It is the Company’s policy to expense any interest and penalties associated with its tax obligations when they are probable and estimable.

 
Equity-based compensation

Equity-based compensation:

The Company accounts for equity-based compensation expense by the measurement and recognition of compensation expense for stock-based awards based on estimated fair values on the date of grant. The fair value of the options is estimated at the date of the grant using the Black-Scholes option-pricing model.

The Black-Scholes option-pricing model requires the input of highly subjective assumptions, the most significant of which are the expected share price volatility, the expected life of the option award, the risk-free rate of return, and dividends during the expected term. Because the option-pricing model is sensitive to changes in the input assumptions, different determinations of the required inputs may result in different fair value estimates of the options.

Neither the Company’s stock options nor its restricted stock units (“RSUs”) trade on an active market. Volatility is a measure of the amount by which a financial variable, such as a stock price, has fluctuated (historical volatility) or is expected to fluctuate (expected volatility) during a period. Given the Company’s limited historical data, the Company utilizes the average historical volatility of similar publicly traded companies that are in the same industry. The risk-free interest rate is the average U.S. treasury rate (having a term that most closely approximates the expected life of the option) for the period in which the option was granted. The expected life is the period of time that the options granted are expected to remain outstanding. Options granted have a maximum term of ten years. The Company had insufficient historical data to utilize in determining its expected life assumptions and, therefore, uses the simplified method for determining expected life.
v3.24.0.1
Summary of Significant Accounting Policies (Tables)
 12 Months Ended
Dec. 31, 2023
Summary of Significant Accounting Policies [Abstract]  
Schedule of Accounts and Grants Receivable Accounts and grants receivable by source, as of (in thousands):
   December 31, 
   2023   2022 
National Institutes of Health – Grant  $96   $218 
Accounts receivable from customers   15    
-
 
Total  $111   $218 
Schedule of Revenue Revenue by source (in thousands):
   Years ended
December 31,		 
   2023   2022 
National Institute of Health - grant  $41   $164 
Clinical trial revenue   668    940 
MSCRF – TEDCO1 - grant   
-
    118 
Total  $709   $1,222 
1 Maryland Stem Cell Research Fund (MSCRF) - Maryland Technology Development Corporation (TEDCO)
v3.24.0.1
Marketable Securities (Tables)
 12 Months Ended
Dec. 31, 2023
Marketable Securities [Abstract]  
Schedule of Marketable Securities The following is summary of marketable securities that the Company measures at fair value (in thousands):
   Fair Value at December 31, 2023 
   Level 1   Level 2   Level 3   Total 
                 
Corporate bonds  $
-
   $412   $
-
   $412 
Money market funds(1)   3,948    
-
    
-
    3,948 
Accrued income   16    
-
    
-
    16 
Total marketable securities  $3,964   $412   $
-
   $4,376 
   Fair Value at December 31, 2022 
   Level 1   Level 2   Level 3   Total 
                 
U.S. Treasury obligations  $97   $
-
   $
-
   $97 
U.S. government agencies   
-
    1,250    
-
    1,250 
Corporate and foreign bonds   
-
    7,808    
-
    7,808 
Money market funds(1)   607    
-
    
-
    607 
Accrued income   65    
-
    
-
    65 
Total marketable securities  $769   $9,058   $
-
   $9,827 
(1) Money market funds are included in cash and cash equivalents in the balance sheets.
v3.24.0.1
Property and Equipment, Net (Tables)
 12 Months Ended
Dec. 31, 2023
Property and Equipment, Net [Abstract]  
Schedule of Major Components of Property and Equipment Major components of property and equipment are as follows (in thousands):
   Useful Lives  December 31,
2023		   December 31,
2022		 
Leasehold improvements  10 years  $4,328   $4,328 
Furniture/Lab equipment  7 years   2,483    2,224 
Computer equipment  5 years   120    46 
Software/Website  3 years   38    38 
Total property and equipment      6,969    6,676 
Less accumulated depreciation and amortization      4,440    3,727 
Property and equipment, net     $2,529   $2,949 
v3.24.0.1
Intangible Assets, Net (Tables)
 12 Months Ended
Dec. 31, 2023
Intangible Assets, Net [Abstract]  
Schedule of Major Components of Intangible Assets Major components of intangible assets as of December 31, 2023 are as follows (in thousands):
   Useful Lives  Cost   Accumulated
Amortization		   Total 
License agreements  20 years  $2,043   $(909)  $1,134 
Patent costs      959    
-
    959 
Trademark costs      194    
-
    194 
Total     $3,196   $(909)  $2,287 
   Useful Lives  Cost   Accumulated
Amortization		   Total 
License agreements  20 years  $2,043   $(685)  $1,358 
Patent costs      887    
-
    887 
Trademark costs      164    
-
    164 
Total     $3,094   $(685)  $2,409 
Schedule of Future Amortization Expense for Intangible Assets Future amortization expense for intangible assets as of December 31, 2023 is approximately as follows (in thousands):
Year Ending December 31,  Amount 
2024  $224 
2025   224 
2026   102 
2027   61 
2028   61 
Thereafter   462 
Total  $1,134 
v3.24.0.1
Leases (Tables)
 12 Months Ended
Dec. 31, 2023
Leases [Abstract]  
Schedule of Future Minimum Payments Under the Operating Leases Future minimum payments under the operating leases as of December 31, 2023 are as follows (in thousands):
Year Ending December 31,  Amount 
2024  $682 
2025   682 
2026   682 
2027   169 
Total   2,215 
Less interest (5% discount rate)   174 
Present value of lease liability  $2,041 
v3.24.0.1
Equity Incentive Plan (Tables)
 12 Months Ended
Dec. 31, 2023
Equity Securities, Restricted [Abstract]  
Schedule of RSU Activity RSU activity for the year ended December 31, 2023 was as follows:
   Number of
RSUs		 
Outstanding (unvested) at December 31, 2022   329,746 
RSUs granted   182,000 
RSUs vested   (265,584)
RSU expired/forfeited   (133,769)
Outstanding (unvested) at December 31, 2023   112,393 
Schedule of Issued and Outstanding Options For the year ended December 31, 2023:
   Number of
Stock Options		 
Stock options vested (based on ratable vesting)   160,107 
Stock options unvested   277,736 
Total stock options outstanding at December 31, 2023   437,843 
For the year ended December 31, 2022:
   Number of
Stock Options		 
Stock options vested (based on ratable vesting)   151,258 
Stock options unvested   318,933 
Total stock options outstanding at December 31, 2022   470,191 

 
Schedule of Stock Option Activity Stock Option activity for the year ended December 31, 2023 was as follows:
   Number of
Stock Options		   Weighted
Average
Exercise
Price		 
Outstanding at December 31, 2022   470,191   $7.07 
Options granted   146,000   $2.06 
Options exercised   
-
    
-
 
Options expired/forfeited   (178,348)  $8.12 
Outstanding at December 31, 2023   437,843   $4.96 
v3.24.0.1
Income Taxes (Tables)
 12 Months Ended
Dec. 31, 2023
Income Taxes [Abstract]  
Schedule of Tax Effects of Temporary Differences and Net Operating Loss (“NOL”) Carryforwards The tax effects of temporary differences and net operating loss (“NOL”) carryforwards that gave rise to significant portions of the deferred tax assets and deferred tax liabilities were approximately as follows at December 31, 2023 and December 31, 2022 (in thousands):
   2023   2022 
Deferred tax assets:        
Net operating loss carry forwards  $7,790   $6,103 
ASC 842 Lease liability   514    690 
Equity based compensation   201    1,993 
Fixed assets   
-
    435 
Intangible assets   106    45 
Capitalized research & development expenses   3,830    1,753 
Tax credits   1,258      
Accrual to cash adjustment   
-
    911 
Other   468    
-
 
Total deferred tax assets   14,167    11,930 
Valuation allowance   (13,776)   (11,524)
Deferred tax assets, net of valuation allowance   391    406 
Deferred tax liabilities:          
ASC 842 Right-of-use asset   (307)   (406)
Depreciation and amortization   (84)   
-
 
Total deferred tax liabilities   (391)   (406)
Deferred tax assets and liabilities, net of valuation allowance  $
-
   $
-
 
Schedule of Reconciliations of Income Tax Benefit Federal and State Statutory Tax Rates Reconciliations of the difference between income tax benefit computed at the federal and state statutory tax rates and the provision for income tax benefit for the years ended December 31, 2023 and 2022 were as follows:
   2023   2022 
Federal tax at statutory rate   21.0%   21.0%
State tax benefits, net of federal benefit   4.2    6.9 
Other   1.6    0.8 
Change in valuation allowance   (26.7)   (28.7)
Income tax benefit   
-
%   
-
%
v3.24.0.1
Loss Per Share (Tables)
 12 Months Ended
Dec. 31, 2023
Investment Company, Investment Income (Loss) from Operations, Per Share [Abstract]  
Schedule of Calculation of Diluted Net Loss Per Share The following instruments (in thousands) were excluded from the calculation of diluted net loss per share because their effects would be antidilutive:
   December 31, 
   2023   2022 
         
RSUs   112    330 
PSUs   125    
-
 
Stock options   438    470 
Warrants   7,740    1,271 
Total   8,415    2,071 
v3.24.0.1
Nature of Business, Basis of Presentation, and Liquidity (Details) - USD ($)
$ / shares in Units, $ in Thousands
 1 Months Ended 12 Months Ended
Dec. 22, 2023
Oct. 11, 2023
Aug. 22, 2023
Oct. 30, 2023
Dec. 31, 2023
Dec. 22, 2023
Dec. 31, 2022
Dec. 26, 2023
Nature of Business Basis of Presentation and Liquidity [Line Items]                
Recurring losses from operations         $ (21,400)   $ (18,800)  
Accumulated deficit             (85,000)  
Cash and cash equivalents         4,949   10,503  
Marketable securities         $ 412   $ 9,155  
expenditure commitments         1 year      
Aggregate shares (in Shares) 1,355,301              
Warrants term 1 year       5 years 1 year    
Private Placement warrants [Member]                
Nature of Business Basis of Presentation and Liquidity [Line Items]                
Net proceeds         $ 2,000      
Placement agent fees and other offering expenses         $ 300      
Common stock outstanging percentage 4.99%         4.99%    
Class A Common Stock [Member]                
Nature of Business Basis of Presentation and Liquidity [Line Items]                
Aggregate shares (in Shares)   2,365,000 108,497          
Common stock, par value (in Dollars per share)   $ 0.001     $ 0.001   $ 0.001  
Warrants to purchase (in Shares)   59,243            
Exercise price per share (in Dollars per share)   $ 0.001            
Purchase price per share (in Dollars per share)   1.65            
Class A Common Stock [Member] | Private Placement warrants [Member]                
Nature of Business Basis of Presentation and Liquidity [Line Items]                
Exercise price per share (in Dollars per share) $ 1.62         $ 1.62    
Class A Common Stock [Member] | Over-Allotment Option [Member]                
Nature of Business Basis of Presentation and Liquidity [Line Items]                
Received amount         $ 16,000      
Recognized revenue amount         $ 11,500      
Ownership [Member] | Private Placement warrants [Member]                
Nature of Business Basis of Presentation and Liquidity [Line Items]                
Ownership 9.99%         9.99%    
Pre Funded Warrant [Member] | Class A Common Stock [Member]                
Nature of Business Basis of Presentation and Liquidity [Line Items]                
Purchase price per share (in Dollars per share)   $ 1.649            
Series A Warrants [Member]                
Nature of Business Basis of Presentation and Liquidity [Line Items]                
Warrants to purchase (in Shares)         2,424,243      
Exercise price per share (in Dollars per share)         $ 1.65      
Warrants term         5 years      
Series A Warrants [Member] | Class A Common Stock [Member]                
Nature of Business Basis of Presentation and Liquidity [Line Items]                
Warrants to purchase (in Shares)         2,424,243      
Series B Warrants [Member]                
Nature of Business Basis of Presentation and Liquidity [Line Items]                
Warrants to purchase (in Shares)         2,424,243      
Exercise price per share (in Dollars per share)         $ 1.65     $ 1.65
Series B Warrants [Member] | Class A Common Stock [Member]                
Nature of Business Basis of Presentation and Liquidity [Line Items]                
Warrants to purchase (in Shares)         2,424,243      
Series A and B Warrants [Member]                
Nature of Business Basis of Presentation and Liquidity [Line Items]                
Net proceeds       $ 3,400        
Placement agent fees and other offering expenses       $ 600        
Private Placement warrants [Member] | Class A Common Stock [Member]                
Nature of Business Basis of Presentation and Liquidity [Line Items]                
Aggregate shares (in Shares)           1,355,301    
v3.24.0.1
Summary of Significant Accounting Policies (Details) - USD ($)
 12 Months Ended
Dec. 31, 2023
Dec. 31, 2022
Summary of Significant Accounting Policies [Line Items]    
Net unrealized losses $ (300,000) $ (300,000)
Deferred revenue 400,000  
Tax provision $ 0 0
Options granted maximum term 10 years  
Minimum [Member] | Finite-Lived Intangible Assets [Member]    
Summary of Significant Accounting Policies [Line Items]    
Intangible assets estimated useful life 5 years  
Maximum [Member] | Finite-Lived Intangible Assets [Member]    
Summary of Significant Accounting Policies [Line Items]    
Intangible assets estimated useful life 20 years  
Deferred Revenue [Member]    
Summary of Significant Accounting Policies [Line Items]    
Deferred revenue recognized $ 0 $ 100,000
v3.24.0.1
Summary of Significant Accounting Policies (Details) - Schedule of Accounts and Grants Receivable - USD ($)
$ in Thousands
Dec. 31, 2023
Dec. 31, 2022
Schedule of Accounts and Grants Receivable [Line Items]    
Accounts and grants receivable $ 111 $ 218
National Institutes of Health – Grant [Member]    
Schedule of Accounts and Grants Receivable [Line Items]    
Accounts and grants receivable 96 218
Accounts receivable from customers [Member]    
Schedule of Accounts and Grants Receivable [Line Items]    
Accounts and grants receivable $ 15
v3.24.0.1
Summary of Significant Accounting Policies (Details) - Schedule of Revenue - USD ($)
$ in Thousands
 12 Months Ended
Dec. 31, 2023
Dec. 31, 2022
Schedule of Revenue [Line Items]    
Total revenue $ 709 $ 1,222
National Institute of Health - grant [Member]    
Schedule of Revenue [Line Items]    
Total revenue 41 164
Clinical trial revenue [Member]    
Schedule of Revenue [Line Items]    
Total revenue 668 940
MSCRF – TEDCO - grants [Member]    
Schedule of Revenue [Line Items]    
Total revenue [1] $ 118
[1] Maryland Stem Cell Research Fund (MSCRF) - Maryland Technology Development Corporation (TEDCO)
v3.24.0.1
Marketable Securities (Details) - USD ($)
$ in Millions
 12 Months Ended
Dec. 31, 2023
Dec. 31, 2022
Marketable securities [Line Items]    
Accrued interest receivable amount $ 0.1 $ 0.1
Unrealized losses marketable securities 0.0 0.4
Securities of amortized cost $ 0.4 $ 9.4
v3.24.0.1
Marketable Securities (Details) - Schedule of Marketable Securities - USD ($)
$ in Thousands
Dec. 31, 2023
Dec. 31, 2022
Schedule of Marketable Securities [Line Items]    
Marketable Securities $ 4,376 $ 9,827
Corporate Bonds [Member]    
Schedule of Marketable Securities [Line Items]    
Marketable Securities 412  
Money Market Funds [Member]    
Schedule of Marketable Securities [Line Items]    
Marketable Securities [1] 3,948 607
Accrued Income [Member]    
Schedule of Marketable Securities [Line Items]    
Marketable Securities 16 65
U.S. Treasury Obligations [Member]    
Schedule of Marketable Securities [Line Items]    
Marketable Securities   97
U.S. Government Agencies [Memeber]    
Schedule of Marketable Securities [Line Items]    
Marketable Securities   1,250
Corporate and Foreign Bonds [Member]    
Schedule of Marketable Securities [Line Items]    
Marketable Securities   7,808
Level 1 [Member]    
Schedule of Marketable Securities [Line Items]    
Marketable Securities 3,964 769
Level 1 [Member] | Corporate Bonds [Member]    
Schedule of Marketable Securities [Line Items]    
Marketable Securities  
Level 1 [Member] | Money Market Funds [Member]    
Schedule of Marketable Securities [Line Items]    
Marketable Securities [1] 3,948 607
Level 1 [Member] | Accrued Income [Member]    
Schedule of Marketable Securities [Line Items]    
Marketable Securities 16 65
Level 1 [Member] | U.S. Treasury Obligations [Member]    
Schedule of Marketable Securities [Line Items]    
Marketable Securities   97
Level 1 [Member] | U.S. Government Agencies [Memeber]    
Schedule of Marketable Securities [Line Items]    
Marketable Securities  
Level 1 [Member] | Corporate and Foreign Bonds [Member]    
Schedule of Marketable Securities [Line Items]    
Marketable Securities  
Level 2 [Member]    
Schedule of Marketable Securities [Line Items]    
Marketable Securities 412 9,058
Level 2 [Member] | Corporate Bonds [Member]    
Schedule of Marketable Securities [Line Items]    
Marketable Securities 412  
Level 2 [Member] | Money Market Funds [Member]    
Schedule of Marketable Securities [Line Items]    
Marketable Securities [1]
Level 2 [Member] | Accrued Income [Member]    
Schedule of Marketable Securities [Line Items]    
Marketable Securities
Level 2 [Member] | U.S. Treasury Obligations [Member]    
Schedule of Marketable Securities [Line Items]    
Marketable Securities  
Level 2 [Member] | U.S. Government Agencies [Memeber]    
Schedule of Marketable Securities [Line Items]    
Marketable Securities   1,250
Level 2 [Member] | Corporate and Foreign Bonds [Member]    
Schedule of Marketable Securities [Line Items]    
Marketable Securities   7,808
Level 3 [Member]    
Schedule of Marketable Securities [Line Items]    
Marketable Securities
Level 3 [Member] | Corporate Bonds [Member]    
Schedule of Marketable Securities [Line Items]    
Marketable Securities  
Level 3 [Member] | Money Market Funds [Member]    
Schedule of Marketable Securities [Line Items]    
Marketable Securities [1]
Level 3 [Member] | Accrued Income [Member]    
Schedule of Marketable Securities [Line Items]    
Marketable Securities
Level 3 [Member] | U.S. Treasury Obligations [Member]    
Schedule of Marketable Securities [Line Items]    
Marketable Securities  
Level 3 [Member] | U.S. Government Agencies [Memeber]    
Schedule of Marketable Securities [Line Items]    
Marketable Securities  
Level 3 [Member] | Corporate and Foreign Bonds [Member]    
Schedule of Marketable Securities [Line Items]    
Marketable Securities  
[1] Money market funds are included in cash and cash equivalents in the balance sheets.
v3.24.0.1
Property and Equipment, Net (Details) - USD ($)
$ in Millions
 12 Months Ended
Dec. 31, 2023
Dec. 31, 2022
Property and Equipment, Net [Abstract]    
Depreciation and amortization expense $ 0.7 $ 0.7
v3.24.0.1
Property and Equipment, Net (Details) - Schedule of Major Components of Property and Equipment - USD ($)
$ in Thousands
 12 Months Ended
Dec. 31, 2023
Dec. 31, 2022
Property, Plant and Equipment [Line Items]    
Total Property and Equipment $ 6,969 $ 6,676
Less accumulated depreciation and amortization 4,440 3,727
Property and equipment, net $ 2,529 2,949
Leasehold Improvements [Member]    
Property, Plant and Equipment [Line Items]    
Property and Equipment, Useful Lives 10 years  
Total Property and Equipment $ 4,328 4,328
Furniture/Lab Equipment [Member]    
Property, Plant and Equipment [Line Items]    
Property and Equipment, Useful Lives 7 years  
Total Property and Equipment $ 2,483 2,224
Computer Equipment [Member]    
Property, Plant and Equipment [Line Items]    
Property and Equipment, Useful Lives 5 years  
Total Property and Equipment $ 120 46
Software/Website [Member]    
Property, Plant and Equipment [Line Items]    
Property and Equipment, Useful Lives 3 years  
Total Property and Equipment $ 38 $ 38
v3.24.0.1
Intangible Assets, Net (Details) - USD ($)
$ in Millions
 12 Months Ended
Dec. 31, 2023
Dec. 31, 2022
Intangible Assets, Net [Abstract]    
Amortization expense related to intangible assets $ 0.2 $ 0.2
Abandoned patents $ 0.3  
v3.24.0.1
Intangible Assets, Net (Details) - Schedule of Major Components of Intangible Assets - USD ($)
$ in Thousands
Dec. 31, 2023
Dec. 31, 2022
Finite-Lived Intangible Assets [Line Items]    
Cost $ 3,196 $ 3,094
Accumulated Amortization (909) (685)
Total $ 2,287 $ 2,409
License agreements [Member]    
Finite-Lived Intangible Assets [Line Items]    
Useful Lives 20 years 20 years
Cost $ 2,043 $ 2,043
Accumulated Amortization (909) (685)
Total 1,134 1,358
Patent Costs [Member]    
Finite-Lived Intangible Assets [Line Items]    
Cost 959 887
Accumulated Amortization
Total 959 887
Trademark costs [Member]    
Finite-Lived Intangible Assets [Line Items]    
Cost 194 164
Accumulated Amortization
Total $ 194 $ 164
v3.24.0.1
Intangible Assets, Net (Details) - Schedule of Future Amortization Expense for Intangible Assets
$ in Thousands
Dec. 31, 2023
USD ($)
Schedule of Future Amortization Expense for Intangible Assets [Abstract]  
2024 $ 224
2025 224
2026 102
2027 61
2028 61
Thereafter 462
Total $ 1,134
v3.24.0.1
Leases (Details) - USD ($)
 12 Months Ended
Jul. 01, 2020
Dec. 31, 2023
Dec. 31, 2022
Leases [Abstract]      
Operating lease asset   $ 1,221,000 $ 1,531,000
Operating lease ilability   2,041,000 2,600,000
Lease costs   $ 900,000 1,000,000
Sublease monthly payment $ 10,000    
Sublease income     27,000
Equipment     17,000
Security deposit forfeited     $ 10,000
v3.24.0.1
Leases (Details) - Schedule of Future Minimum Payments Under the Operating Leases - USD ($)
$ in Thousands
Dec. 31, 2023
Dec. 31, 2022
Schedule of Future Minimum Payments Under the Operating Leases [Abstract]    
2024 $ 682  
2025 682  
2026 682  
2027 169  
Total 2,215  
Less interest (5% discount rate) 174  
Present value of lease liability $ 2,041 $ 2,600
v3.24.0.1
Leases (Details) - Schedule of Future Minimum Payments Under the Operating Leases (Parentheticals)
Dec. 31, 2023
Schedule of Future Minimum Payments Under the Operating Leases [Abstract]  
Interest discount rate 5.00%
v3.24.0.1
Stockholders’ Equity (Details) - USD ($)
 12 Months Ended
Dec. 26, 2023
Dec. 22, 2023
Dec. 20, 2023
Oct. 11, 2023
Aug. 22, 2023
Aug. 16, 2023
Apr. 19, 2023
Apr. 18, 2023
Nov. 16, 2022
Jul. 22, 2022
Dec. 31, 2023
Dec. 31, 2022
Dec. 31, 2021
Jun. 27, 2023
Aug. 12, 2021
Stockholders’ Equity [Line Items]                              
RSUs vested                       172,274      
Employee tax liabilities shares                     52,227 32,438      
Payment for accrued expenses (in Dollars)                 $ 207,000            
Severance compensation (in Dollars)             $ 275,000 $ 112,000              
Common stock shares   1,355,301                          
warrant term   1 year                 5 years        
Net proceeds (in Dollars)                     $ 2,000,000        
Conversion of outstanding shares                     2,000,000        
Stock Option [Member]                              
Stockholders’ Equity [Line Items]                              
Stock options exercised                            
Share-Based Compensation Arrangements by Share-Based Payment Award, Options, Exercises in Period, Weighted Average Exercise Price (in Dollars per share)                            
Warrant [Member] | Maximum [Member]                              
Stockholders’ Equity [Line Items]                              
Warrants exercise price per share (in Dollars per share)       $ 1.65                      
Warrant [Member] | Minimum [Member]                              
Stockholders’ Equity [Line Items]                              
Warrants exercise price per share (in Dollars per share)       $ 1.649                      
Series A warrants [Member]                              
Stockholders’ Equity [Line Items]                              
Warrants exercise price per share (in Dollars per share)                     $ 1.65        
Number of warrants or rights outstanding.                     2,424,243        
warrant term                     5 years        
Series B warrants [Member]                              
Stockholders’ Equity [Line Items]                              
Warrants exercise price per share (in Dollars per share) $ 1.65                   $ 1.65        
Number of warrants or rights outstanding.                     2,424,243        
Private Placement [Member]                              
Stockholders’ Equity [Line Items]                              
Warrants exercise price per share (in Dollars per share)                     $ 1.62        
Private Placement [Member] | Series A warrants [Member]                              
Stockholders’ Equity [Line Items]                              
Warrants exercise price per share (in Dollars per share)                     $ 1.65        
October 2023 Offering [Member]                              
Stockholders’ Equity [Line Items]                              
warrant term                     5 years        
October 2023 Offering [Member] | Series A warrants [Member]                              
Stockholders’ Equity [Line Items]                              
Warrants exercise price per share (in Dollars per share)                     $ 1.65        
October 2023 Offering [Member] | Series B warrants [Member]                              
Stockholders’ Equity [Line Items]                              
Warrants exercise price per share (in Dollars per share)                     $ 1.65        
Number of warrants or rights outstanding.                     2,424,243        
Underwriters [Member] | Warrant [Member]                              
Stockholders’ Equity [Line Items]                              
Warrant purchase shares                         95,760    
Purchaser Warrants [Member]                              
Stockholders’ Equity [Line Items]                              
Warrants exercise price per share (in Dollars per share)                         $ 17.5    
Warrants issued to investors                         1,169,288    
December 2023 Offering [Member] | Underwriters Warrants [Member]                              
Stockholders’ Equity [Line Items]                              
Warrant purchase shares                     94,871        
Warrants exercise price per share (in Dollars per share)                     $ 2.1813        
Class A Common Stock [Member]                              
Stockholders’ Equity [Line Items]                              
RSUs vested                     253,084        
Subscription shares (in Dollars)                           $ 30,000,000  
Subscription price per share (in Dollars per share)         $ 3                    
Common stock shares       2,365,000 108,497                    
Public offering price per share (in Dollars per share)         $ 3                    
Warrants purchase (in Dollars per share)       $ 0.001             $ 0.001 $ 0.001      
Warrants exercise price per share (in Dollars per share)       $ 0.001                      
Number of warrants or rights outstanding.       59,243                      
Price per share (in Dollars per share)       $ 1.65                      
Stock options exercised                     2,143        
Share-Based Compensation Arrangements by Share-Based Payment Award, Options, Exercises in Period, Weighted Average Exercise Price (in Dollars per share)                     $ 5.73        
Common stock voting rights                     one        
Shareholders exchanged shares                     35,546 811,749      
Class A Common Stock [Member] | Stock Option [Member]                              
Stockholders’ Equity [Line Items]                              
Stock options exercised                     374        
Class A Common Stock [Member] | Warrant [Member]                              
Stockholders’ Equity [Line Items]                              
Warrant purchase shares       59,243                      
Warrants exercise price per share (in Dollars per share)       $ 0.001                     $ 12
Net proceeds (in Dollars)                     $ 612,732        
Class A Common Stock [Member] | Series A warrants [Member]                              
Stockholders’ Equity [Line Items]                              
Number of warrants or rights outstanding.                     2,424,243        
Class A Common Stock [Member] | Series B warrants [Member]                              
Stockholders’ Equity [Line Items]                              
Number of warrants or rights outstanding.                     2,424,243        
Class A Common Stock [Member] | Underwriters Warrants [Member]                              
Stockholders’ Equity [Line Items]                              
Warrant purchase shares                     169,697        
Warrants exercise price per share (in Dollars per share)                     $ 2.0625        
Class A Common Stock [Member] | October 2023 Offering [Member]                              
Stockholders’ Equity [Line Items]                              
Net proceeds (in Dollars) $ 3,400,000                            
Class A Common Stock [Member] | IPO [Member]                              
Stockholders’ Equity [Line Items]                              
Warrant purchase shares                     106,400        
Class A Common Stock [Member] | Warrant [Member]                              
Stockholders’ Equity [Line Items]                              
Warrant purchase shares                     51,061        
Warrants exercise price per share (in Dollars per share)                     $ 12        
Fair value of warrants (in Dollars)                         $ 0.5    
Class A Common Stock [Member] | Purchaser Warrants [Member]                              
Stockholders’ Equity [Line Items]                              
Warrant purchase shares                     46,722        
Warrants exercise price per share (in Dollars per share)                       $ 17.5      
Class A Common Stock [Member] | December 2023 Offering [Member]                              
Stockholders’ Equity [Line Items]                              
Warrant purchase shares                     1,355,301        
Warrants exercise price per share (in Dollars per share)                     $ 1.62        
Class B Common Stock [Member]                              
Stockholders’ Equity [Line Items]                              
Warrants purchase (in Dollars per share)                     $ 0.001 $ 0.001      
Conversion of outstanding shares                     15,702,834        
Common stock voting rights                     five        
Shareholders exchanged shares                     35,546 811,749      
Series A warrants [Member] | October 2023 Offering [Member]                              
Stockholders’ Equity [Line Items]                              
Number of warrants or rights outstanding.                     2,424,243        
Valuation Technique, Consensus Pricing Model [Member]                              
Stockholders’ Equity [Line Items]                              
Warrants exercise price per share (in Dollars per share)           $ 5.25                  
Fair value of warrants (in Dollars)           $ 800,000                  
Securities purchase agreement [Member] | Class A Common Stock [Member]                              
Stockholders’ Equity [Line Items]                              
Aggregate shares       2,365,000                      
Restricted Stock Units (RSUs) [Member]                              
Stockholders’ Equity [Line Items]                              
Convertible unregistered shares                 48,140            
Granted shares                     182,000        
Restricted Stock Units (RSUs) [Member] | Chief Executive Officer [Member]                              
Stockholders’ Equity [Line Items]                              
Granted shares               40,000   27,854          
Compensation amount (in Dollars)                   $ 170,000          
Restricted Stock Units (RSUs) [Member] | Chief Financial Officer [Member]                              
Stockholders’ Equity [Line Items]                              
Granted shares             6,690                
Securities purchase agreement [Member] | Class A Common Stock [Member]                              
Stockholders’ Equity [Line Items]                              
Common stock shares     1,355,301                        
Public offering price per share (in Dollars per share)     $ 0.001                        
Price per share (in Dollars per share)     $ 1.745                        
v3.24.0.1
Equity Incentive Plan (Details) - USD ($)
 12 Months Ended
Dec. 21, 2023
Jun. 09, 2023
Mar. 01, 2023
Dec. 21, 2022
Nov. 16, 2022
Sep. 06, 2022
Jun. 03, 2022
Apr. 04, 2022
Mar. 14, 2022
Jan. 06, 2022
Dec. 31, 2023
Dec. 31, 2022
Jul. 31, 2024
Apr. 01, 2024
Jan. 01, 2024
Oct. 01, 2023
Jul. 24, 2023
Apr. 19, 2023
Jun. 22, 2022
Equity Incentive Plan [Line Items]                                      
Payment for accrued expenses (in Dollars)         $ 207,000                            
RSUs convertible shares               40,000                      
Annual base salary (in Dollars)               $ 350,000                      
Performance bonus percentage               30.00%                      
Bonus amount (in Dollars)               $ 60,000                      
Bonus percentage               50.00%                      
Stock option award exercisable               50,000                      
Price per share (in Dollars per share)               $ 11.34                      
Total cost (in Dollars)     $ 200,000         $ 600,000                      
Expensed ratably over               48 months                      
Severance compensation (in Dollars)               $ 112,000                   $ 275,000  
Unvested shares                     112,393 329,746              
Stock options exercisable term                     4 years                
Stock option expiration term                     10 years                
Share percentage                     5.00%                
Dividend yield                     0.00% 0.00%              
Expected life                     10 years 10 years              
Risk-free interest rate                       95.00%              
Exercise price (in Dollars per share)     $ 3.62               $ 4.96                
Non-employee option 96,000                                    
Black-Scholes calculation price (in Dollars per share)     $ 3.23 $ 2.67 $ 2.94 $ 4.15                          
Expensed ratably over period 48 months   12 months 48 months 48 months 48 months                          
Equity-based compensation expense (in Dollars)                     $ 2,000,000 $ 2,300,000              
Recognized over a weighted average time period                     1 year 6 months                
Minimum [Member]                                      
Equity Incentive Plan [Line Items]                                      
Risk-free interest rate                     90.00% 1.23%              
Maximum [Member]                                      
Equity Incentive Plan [Line Items]                                      
Risk-free interest rate                     95.00% 3.68%              
Stock Options [Member]                                      
Equity Incentive Plan [Line Items]                                      
Total cost (in Dollars) $ 100,000     $ 100,000 $ 100,000 $ 100,000                          
Vesing shares                     160,107 151,258              
Stock option issued and outstanding                     437,843 470,191              
Exercise price (in Dollars per share)                     $ 4.96 $ 7.07              
Granted shares                     146,000                
Non-employee option                     277,736 318,933              
Black-Scholes calculation price (in Dollars per share) $ 1.09                                    
Share-Based Payment Arrangement, Tranche One [Member]                                      
Equity Incentive Plan [Line Items]                                      
Vesting period               25.00%                      
Second, Third and Fourth Anniversaries [Member]                                      
Equity Incentive Plan [Line Items]                                      
Vesting period               25.00%                      
Stock Option Award Has a Four-Year [Member]                                      
Equity Incentive Plan [Line Items]                                      
Vesting period       25.00% 25.00% 25.00%       25.00%                  
Class A Common Stock [Member]                                      
Equity Incentive Plan [Line Items]                                      
Total cost (in Dollars)                   $ 700,000                  
Granted shares     50,000                                
Class A Common Stock [Member] | 2021 Incentive Plan [Member]                                      
Equity Incentive Plan [Line Items]                                      
Exercise price (in Dollars per share)                       $ 6.18              
Class A Common Stock [Member] | Stock Options [Member]                                      
Equity Incentive Plan [Line Items]                                      
Total cost (in Dollars)                 $ 100,000                    
Exercise price (in Dollars per share) $ 1.25     $ 3 $ 4.3 $ 4.67     $ 5.94 $ 10                  
Granted shares 12,000     5,000 22,843 10,000     22,000 84,825                  
Non-employee option       45,000                              
Black-Scholes calculation price (in Dollars per share)                   $ 8.78                  
Expensed ratably over period                 48 months 48 months                  
Class A Common Stock [Member] | Stock Options [Member] | 2021 Incentive Plan [Member]                                      
Equity Incentive Plan [Line Items]                                      
Stock option issued and outstanding                     437,843 470,191              
Class A Common Stock [Member] | Stock Option Award Has a Four-Year [Member]                                      
Equity Incentive Plan [Line Items]                                      
Vesting period                 25.00%                    
Mr. Green [Member]                                      
Equity Incentive Plan [Line Items]                                      
RSUs convertible shares                                     27,854
Fair market value prior grant (in Dollars per share)                                     $ 6.1
Mr. Clavijo [Member]                                      
Equity Incentive Plan [Line Items]                                      
RSUs convertible shares             40,000                        
Fair market value prior grant (in Dollars per share)             $ 8.73                        
Mr. Bailey [Member]                                      
Equity Incentive Plan [Line Items]                                      
RSUs convertible shares               9,375                      
Quarterly vesting amount (in Dollars)               $ 100,000                      
Price per share (in Dollars per share)               $ 12.85                      
Restricted Stock Units (RSUs) [Member] | Minimum [Member]                                      
Equity Incentive Plan [Line Items]                                      
Risk-free interest rate                     3.89%                
Restricted Stock Units (RSUs) [Member] | Maximum [Member]                                      
Equity Incentive Plan [Line Items]                                      
Risk-free interest rate                     4.01%                
Mr. Lehr [Member] | Class A Common Stock [Member]                                      
Equity Incentive Plan [Line Items]                                      
Total cost (in Dollars)             $ 100,000                        
Exercise price (in Dollars per share)             $ 8.73                        
Granted shares             5,000                        
Black-Scholes calculation price (in Dollars per share)             $ 7.73                        
Restricted Stock Units (RSUs) [Member]                                      
Equity Incentive Plan [Line Items]                                      
Convertible unregistered Shares         48,140                            
RSUs convertible shares     50,000                                
Bonus percentage               50.00%                      
Stock option award exercisable               150,000                      
Unvested shares                     112,393 329,746              
Restricted Stock Units vested percentage   25.00%                                  
Unrecognized equity-based compensation amount (in Dollars)                     $ 1.5                
Restricted Stock Units (RSUs) [Member] | Equity Incentive Plan [Member]                                      
Equity Incentive Plan [Line Items]                                      
Vesing shares                     50,000                
Restricted Stock Units (RSUs) [Member] | Nataliya Agafonova [Member]                                      
Equity Incentive Plan [Line Items]                                      
Unvested shares                               30,000 30,000    
Restricted Stock Units (RSUs) [Member] | Stock Option Award Has a Four-Year [Member]                                      
Equity Incentive Plan [Line Items]                                      
Vesting period 25.00%                                    
Restricted Stock Units (RSUs) [Member] | Subsequent Event [Member] | Nataliya Agafonova [Member]                                      
Equity Incentive Plan [Line Items]                                      
Unvested shares                             30,000        
Restricted Stock Units (RSUs) [Member] | Forecast [Member]                                      
Equity Incentive Plan [Line Items]                                      
Unvested shares                         40,000            
Restricted Stock Units (RSUs) [Member] | Forecast [Member] | Nataliya Agafonova [Member]                                      
Equity Incentive Plan [Line Items]                                      
Unvested shares                           30,000          
Restricted Stock Units (RSUs) [Member] | Chief Financial Officer [Member]                                      
Equity Incentive Plan [Line Items]                                      
RSUs convertible shares                                   6,690  
Restricted Stock Units (RSUs) [Member] | Board of Directors Chairman [Member]                                      
Equity Incentive Plan [Line Items]                                      
Unvested shares   5,000                                  
Restricted Stock Units vested percentage   50.00%                                  
Restricted Stock Units (RSUs) [Member] | Mr. Green [Member]                                      
Equity Incentive Plan [Line Items]                                      
Compensation amount (in Dollars)                                     $ 170,000
Phantom Share Units (PSUs) [Member]                                      
Equity Incentive Plan [Line Items]                                      
Vesing shares                     125,000                
Stock Options [Member] | Class A Common Stock [Member]                                      
Equity Incentive Plan [Line Items]                                      
Black-Scholes calculation price (in Dollars per share)                 $ 5.23                    
v3.24.0.1
Equity Incentive Plan (Details) - Schedule of RSU Activity - Restricted Stock Units (RSUs) [Member]
 12 Months Ended
Dec. 31, 2023
shares
Equity Incentive Plan (Details) - Schedule of RSU Activity [Line Items]  
Number of Outstanding (unvested) at December 31, 2022 329,746
Number of RSUs granted 182,000
Number of RSUs vested (265,584)
Number of RSU expired/forfeited (133,769)
Number of Outstanding (unvested) at December 31, 2023 112,393
v3.24.0.1
Equity Incentive Plan (Details) - Schedule of Issued and Outstanding Options - Stock Option [Member] - shares
Dec. 31, 2023
Dec. 31, 2022
Equity Incentive Plan (Details) - Schedule of Issued and Outstanding Options [Line Items]    
Stock options vested (based on ratable vesting) 160,107 151,258
Total stock options outstanding 277,736 318,933
Total stock options outstanding 437,843 470,191
v3.24.0.1
Equity Incentive Plan (Details) - Schedule of Stock Option Activity - Stock Option [Member]
 12 Months Ended
Dec. 31, 2023
$ / shares
shares
Equity Incentive Plan (Details) - Schedule of Stock Option Activity [Line Items]  
Number of Stock Options, Outstanding beginning | shares 470,191
Weighted Average Exercise Price, Outstanding beginning | $ / shares $ 7.07
Number of Stock Options, Options granted | shares 146,000
Weighted Average Exercise Price, Options granted | $ / shares $ 2.06
Number of Stock Options, Options exercised | shares
Weighted Average Exercise Price, Options exercised | $ / shares
Number of Stock Options, Options expired/forfeited | shares (178,348)
Weighted Average Exercise Price, Options expired/forfeited | $ / shares $ 8.12
Number of Stock Options, Outstanding ending | shares 437,843
Weighted Average Exercise Price, Outstanding ending | $ / shares $ 4.96
v3.24.0.1
Commitments and Contingencies (Details) - USD ($)
 12 Months Ended
Sep. 28, 2023
Nov. 16, 2022
Dec. 23, 2016
Dec. 22, 2016
Nov. 20, 2014
Dec. 31, 2023
Dec. 31, 2022
Dec. 31, 2021
Jul. 12, 2022
Commitments and Contingencies [Line Items]                  
Expenditures amount         $ 265,000        
Payments term           2 years      
Issued RSUs shares (in Shares)   48,140              
Aggregate value   $ 207,000              
Accrued expenses           $ 100,000      
Accounts payable           100,000 $ 100,000    
License fee         5,000,000        
Annual cash payments         $ 50,000        
Terms of agreement         20 years        
Milestone payment           500,000,000      
Milestone fees payable           50,000,000 50,000,000    
Annual net sales percentage       1.00%          
Net sales of sub licensees percentage       10.00%          
Initial fee paid     $ 250,000,000            
License agreement amount     500,000            
Professional fees     $ 27,000,000            
license agreement     20 years            
Incurred terms     20 years            
Award amount           3,000,000      
Settlement amount                 $ 1,400,000
Employee paid $ 75,000,000                
Remaining costs $ 35,000,000                
UM License [Member]                  
Commitments and Contingencies [Line Items]                  
Payments to UM           365,000,000      
Common Class A [Member]                  
Commitments and Contingencies [Line Items]                  
Unregistered shares (in Shares)         110,387        
Series C Units [Member]                  
Commitments and Contingencies [Line Items]                  
Shares issued (in Shares)     10,000            
Company value amount     $ 250,000,000            
Chief Science Officer [Member]                  
Commitments and Contingencies [Line Items]                  
Accrued expenses           100,000      
Master Services Agreements [Member]                  
Commitments and Contingencies [Line Items]                  
Expenditures amount           1,100,000      
UM Agreements [Member]                  
Commitments and Contingencies [Line Items]                  
Milestone fees payable           15,000,000 $ 30,000,000    
Technology Services Agreement [Member]                  
Commitments and Contingencies [Line Items]                  
Accounts payable           $ 0      
UM License [Member]                  
Commitments and Contingencies [Line Items]                  
License fee               $ 100,000,000  
v3.24.0.1
Employee Benefits Plan (Details) - USD ($)
 12 Months Ended
Dec. 31, 2023
Dec. 31, 2022
Employee Benefits Plan [Abstract]    
Company contributed amount $ 131,000 $ 88,000
v3.24.0.1
Income Taxes (Details)
$ in Millions
 12 Months Ended
Dec. 31, 2023
USD ($)
Income Taxes [Line Items]  
Federal taxes $ 30.9
State taxes $ 29.9
Ownership change more than percentage 50.00%
Ownership [Member]  
Income Taxes [Line Items]  
Ownership change more than percentage 50.00%
v3.24.0.1
Income Taxes (Details) - Schedule of Tax Effects of Temporary Differences and Net Operating Loss (“NOL”) Carryforwards - USD ($)
$ in Thousands
Dec. 31, 2023
Dec. 31, 2022
Deferred tax assets:    
Net operating loss carry forwards $ 7,790 $ 6,103
ASC 842 Lease liability 514 690
Equity based compensation 201 1,993
Fixed assets 435
Intangible assets 106 45
Capitalized research & development expenses 3,830 1,753
Tax credits 1,258  
Accrual to cash adjustment 911
Other 468
Total deferred tax assets 14,167 11,930
Valuation allowance (13,776) (11,524)
Deferred tax assets, net of valuation allowance 391 406
Deferred tax liabilities:    
ASC 842 Right-of-use asset (307) (406)
Depreciation and amortization (84)
Total deferred tax liabilities (391) (406)
Deferred tax assets and liabilities, net of valuation allowance
v3.24.0.1
Income Taxes (Details) - Schedule of Reconciliations of Income Tax Benefit Federal and State Statutory Tax Rates
 12 Months Ended 24 Months Ended
Dec. 31, 2023
Dec. 31, 2023
Schedule of Reconciliations of Income Tax Benefit Federal and State Statutory Tax Rates [Abstract]    
Federal tax at statutory rate 21.00% 21.00%
State tax benefits, net of federal benefit 4.20% 6.90%
Other 1.60% 0.80%
Change in valuation allowance (26.70%) (28.70%)
Income tax benefit
v3.24.0.1
Loss Per Share (Details) - Schedule of Calculation of Diluted Net Loss Per Share - shares
shares in Thousands
 12 Months Ended
Dec. 31, 2023
Dec. 31, 2022
Schedule of Calculation of Diluted Net Loss Per Share [Line Items]    
Total 8,415 2,071
RSUs [Member]    
Schedule of Calculation of Diluted Net Loss Per Share [Line Items]    
Total 112 330
PSUs [Member]    
Schedule of Calculation of Diluted Net Loss Per Share [Line Items]    
Total 125
Stock options [Member]    
Schedule of Calculation of Diluted Net Loss Per Share [Line Items]    
Total 438 470
Warrants [Member]    
Schedule of Calculation of Diluted Net Loss Per Share [Line Items]    
Total 7,740 1,271
v3.24.0.1
Subsequent Events (Details) - Subsequent Event [Member]
Feb. 21, 2024
shares
Class A Common Stock [Member] | Minimum [Member]  
Subsequent Event [Line Items]  
Reverse stock split 1
Class A Common Stock [Member] | Maximum [Member]  
Subsequent Event [Line Items]  
Reverse stock split 5
Class B Common Stock [Member] | Minimum [Member]  
Subsequent Event [Line Items]  
Reverse stock split 1
Class B Common Stock [Member] | Maximum [Member]  
Subsequent Event [Line Items]  
Reverse stock split 15