0001493152-22-008189 | 10-K | XBRL Viewer | Aerovate Therapeutics INC

BASIS OF PRESENTATION AND SIGNIFICANT ACCOUNTING POLICIES

(2) BASIS OF PRESENTATION AND SIGNIFICANT ACCOUNTING POLICIES

(a)

Basis of Presentation

The consolidated financial statements have been prepared in conformity with accounting principles generally accepted in the United States of America (“U.S. GAAP”) and include the Company’s wholly owned subsidiary, Aerovate Securities Corporation. All intercompany transactions and balances have been eliminated in consolidation.

(b)

Reverse Stock Split

On June 22, 2021, the Company effected a 1-for-3.1060103 reverse stock split (the “Reverse Stock Split”) of its issued and outstanding common stock. Accordingly, the conversion ratio for the Company’s outstanding convertible preferred stock was proportionately adjusted such that the common stock issuable upon conversion of such preferred stock was decreased in proportion to the Reverse Stock Split. The par value of the common stock was not adjusted as a result of the Reverse Stock Split. All references to common stock, options to purchase common stock, early exercised options, share data, per share data, convertible preferred stock (to the extent presented on an as-converted to common stock basis) and related information contained in these consolidated financial statements have been retrospectively adjusted to reflect the effect of the Reverse Stock Split for all periods presented.

(c)

Use of Estimates

The preparation of the Company’s consolidated 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 the disclosure of contingent assets and liabilities as of the date of the consolidated financial statements and the reported amounts of expenses during the reporting period. Reported amounts and note disclosures reflect the overall economic conditions that are most likely to occur and anticipated measures management intends to take. The full extent to which the COVID-19 pandemic will directly or indirectly impact our business, results of operations, and financial condition will depend on future developments that are highly uncertain, including as a result of new information that may emerge concerning COVID-19 and the actions taken to contain or treat it, as well as the economic impact on local, regional, national and international markets. Actual results could differ materially from those estimates. Accounting estimates and management judgements reflected in the consolidated financial statements include: normal recurring accruals, including the accrual for research and development expenses, stock-based compensation and fair value of investments. Estimates and assumptions are reviewed quarterly. Any revisions to accounting estimates are recognized in the period in which the estimates are revised and in any future periods affected.

(d)

Cash and Cash Equivalents

Cash and cash equivalents include cash in readily available checking accounts, money market funds and commercial paper. The Company considers all highly liquid investments with an original maturity of three months or less from the date of purchase to be cash equivalents.

(e)

Short-term Investments

Short-term investments consist of corporate debt securities, commercial paper and U.S. Treasury bills, classified as available-for-sale securities and have maturities of greater than three months. The Company has classified all of its available-for-sale investment securities as current assets on the consolidated balance sheets because these are considered highly liquid securities and are available for use in current operations. The Company carries these securities at fair value and reports unrealized gains and losses as a separate component of accumulated other comprehensive loss. The cost of debt securities is adjusted for amortization of purchase premiums and accretion of discounts to maturity. Such amortization and accretion is included in interest income in the consolidated statements of operations and comprehensive loss. Realized gains and losses on sales of securities are determined using the specific identification method and recorded in other income (expense), net in the consolidated statement of operations and comprehensive loss.

(f)

Concentration of Credit Risk

Financial instruments, which potentially subject the Company to concentration of credit risk, consist primarily of cash, cash equivalents and short-term investments. The Company maintains cash, cash equivalents and short-term investments with various high credit quality banks and other financial institutions in the United States. Such deposits may be in excess of federally insured limits. Management believes that the Company is not exposed to significant credit risk due to the financial position of the depository institutions in which those deposits are held. The Company has not experienced any losses on deposits since inception.

(g)

Comprehensive Loss

Comprehensive loss consists of net loss and unrealized gains or losses on available-for-sale investments. The Company displays comprehensive loss and its components as part of the consolidated statements of operations and comprehensive loss.

(h)

Fair Value Measurements

The accounting guidance defines fair value, establishes a consistent framework for measuring fair value and expands disclosure for each major asset and liability category measured at fair value on either a recurring or non-recurring basis. Fair value is defined as an exit price, representing the amount that would be received to sell an asset or paid to transfer a liability in an orderly transaction between market participants. As such, fair value is a market-based measurement that should be determined based on assumptions that market participants would use in pricing an asset or liability. As a basis for considering such assumptions, the accounting guidance establishes a three-tier fair value hierarchy, which prioritizes the inputs used in measuring fair value as follows:

Level 1: Observable inputs such as quoted prices in active markets.

Level 2: Inputs, other than the quoted prices in active markets that are observable either directly or indirectly.

Level 3: Unobservable inputs in which there is little or no market data, which require the reporting entity to develop its own assumptions.

The carrying amounts of prepaid expenses and other current assets, accounts payable, accrued liabilities and other current liabilities are reasonable estimates of their fair value due to the short-term nature of these accounts. Convertible promissory notes were classified within the Level 3 designation and were recorded at fair value on a recurring basis prior to their conversion during the year ended December 31, 2020.

(i)

Prepaid Expenses and Other Current Assets

Any expenses paid prior to the related services rendered are recorded as prepaid expenses. Such prepaid expenses are expensed in the period the expense is incurred. If the expense is for a service covering multiple periods, it is expensed from the date the services begin and over the period of the service rendered (or contract service period if services rendered dates are not defined).

(j)

Property and Equipment, Net

Property and equipment, which consist of leasehold improvements, furniture and fixtures, research equipment, computers and construction-in-progress are stated at cost less accumulated depreciation or accumulated amortization. Depreciation and amortization is calculated using the straight-line method over the estimated useful lives of the assets, which ranges from three to five years. Leasehold improvements are amortized over the remaining life of the lease for leasehold improvements at the time the asset is placed into service.

(k)

Impairment of Long-lived Assets

The carrying value of long-lived assets, including property and equipment, are reviewed for impairment whenever events or changes in circumstances indicate that the asset may not be recoverable. An impairment loss is recognized when the total of estimated future undiscounted cash flows, expected to result from the use of the asset and its eventual disposition, are less than its carrying amount. Impairment, if any, would be assessed using discounted cash flows or other appropriate measures of fair value. Through December 31, 2021, there has been no such impairment losses recorded by the Company.

(l)

Leases

At the commencement date of a lease, the Company recognizes lease liabilities which represent its obligation to make lease payments, and right-of-use assets (“ROU assets”) which represent its right to use the underlying asset during the lease term. The lease liability is measured at the present value of lease payments over the lease term. As the Company’s leases typically do not provide an implicit rate, the Company uses an incremental borrowing rate based on the information available at the lease commencement date. The ROU asset is measured at cost, which includes the initial measurement of the lease liability and initial direct costs incurred by the Company and excludes lease incentives. ROU assets are recorded in operating lease ROU assets and lease liabilities are recorded in operating lease liabilities, current and noncurrent in the consolidated balance sheets.

Lease terms may include options to extend or terminate the lease when it is reasonably certain that the Company will exercise that option. Operating lease expense is recognized on a straight-line basis over the lease term. The Company has elected not to separate lease and non-lease components and not recognize lease liabilities and ROU assets for short-term leases with terms of twelve months or less.

(m)

Fair Value Option

As permitted under Accounting Standards Codification (“ASC”) 825, Financial Instruments, (“ASC 825”), the Company elected the fair value option to account for its convertible promissory notes. In accordance with ASC 825, the Company recorded these convertible promissory notes at fair value with changes in fair value recorded in the statements of operations. As a result of applying the fair value option, costs related to the issuance of the convertible promissory notes were recognized in earnings as incurred and not deferred.

(n)

Convertible Preferred Stock

The Company records convertible preferred stock at fair value on the dates of issuance, net of issuance costs. Upon the occurrence of certain events that are outside the Company’s control, including a deemed liquidation event, holders of the convertible preferred stock can cause redemption for cash. Therefore, convertible preferred stock is classified outside of stockholders’ deficit on the balance sheets as events triggering the liquidation preferences are not solely within the Company’s control. The carrying values of the convertible preferred stock are adjusted to their liquidation preferences if and when it becomes probable that such a liquidation event will occur.

(o)

Research and Development Expenses

Research and development costs are expensed as incurred. Research and development costs consist primarily of salaries and other benefits of research and development personnel, including associated share-based compensation, costs related to research activities, preclinical studies, clinical trial, drug manufacturing and allocated overhead and facility-related expenses. The Company accounts for non-refundable advance payments for goods or services that will be used in future research and development activities as expenses when the goods have been received or when the service has been performed rather than when the payment is made.

Clinical trial costs are a component of research and development expenses. The Company expenses costs for its clinical trial activities performed by third parties, including clinical research organizations and other service providers, as they are incurred, based upon estimates of the work completed over the life of the individual study in accordance with associated agreements. The Company uses information it receives from internal personnel and outside service providers to estimate the clinical trial costs incurred.

(p)

Stock-Based Compensation

Stock-based compensation expense represents the cost of the grant-date fair value of employee, officer, director, and non-employee stock option grants, estimated in accordance with the applicable accounting guidance, recognized using the straight-line method over the vesting period for service-based options and using the graded vesting method for performance-based options. The vesting period generally approximates the expected service period of the awards. Forfeitures are recognized and accounted for as they occur.

The fair value of stock options is estimated using a Black-Scholes option pricing model on the date of grant. This method requires certain assumptions be used as inputs, such as the fair value of the underlying common stock, expected term of the option before exercise, expected volatility of the Company’s common stock, expected dividend yield, and a risk-free interest rate. Options granted during the year have a maximum contractual term of ten years. The Company has limited historical stock option activity and therefore estimates the expected term of stock options granted using the simplified method, which represents the average of the contractual term of the stock option and its weighted-average vesting period. The expected volatility of stock options is based upon the historical volatility of a number of publicly traded companies in similar stages of clinical development. The Company has historically not declared or paid any dividends and does not currently expect to do so in the foreseeable future. The risk-free interest rates used are based on the U.S. Department of Treasury (“U.S. Treasury”) yield in effect at the time of grant for zero-coupon U.S. Treasury notes with maturities approximately equal to the expected term of the stock options.

(q)

Income Taxes

Income taxes are accounted for using the asset and liability method. Under the asset and liability method, deferred tax assets and liabilities are recognized for the future tax consequences attributable to differences between the financial statement carrying amounts of existing assets and liabilities and their respective tax bases and net operating loss (“NOL”) and tax credit carryforwards. 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. A valuation allowance against deferred tax assets is recorded if, based upon the weight of all available evidence, it is more likely than not that some or all of the deferred tax assets will not be realized. The Company records uncertain tax positions on the basis of a two-step process whereby (1) management determines whether it is more likely than not that the tax positions will be sustained on the basis of the technical merits of the position and (2) for those tax positions that meet the more-likely-than-not recognition threshold, management recognizes the largest amount of tax benefit that is more than 50 percent likely to be realized upon ultimate settlement with the related tax authority. The Company recognizes interest and penalties related to unrecognized tax benefits within income tax expense. Any accrued interest and penalties are included within the related tax liability.

(r)

Segment Reporting

Operating segments are identified as components of an enterprise about which separate discrete financial information is available for evaluation by the chief operating decision maker in making decisions on how to allocate resources and assess performance. The Company views its operations and manages its business as one operating segment.

(s)

Net Loss Per Share

Basic net loss per share is calculated by dividing the net loss attributable to common stockholders by the weighted-average number of common shares outstanding for the period, without consideration of potential dilutive securities. Diluted net loss per share is computed by dividing the net loss attributable to common stockholders by the sum of the weighted average number of common shares plus the potential dilutive effects of potential dilutive securities outstanding during the period. Potential dilutive securities are excluded from diluted earnings or loss per share if the effect of such inclusion is antidilutive. The Company’s potentially dilutive securities, which include convertible preferred stock prior to the conversion of such shares to common stock and outstanding stock options under the Company’s equity incentive plan, have been excluded from the computation of diluted net loss per share as they would be anti-dilutive to the net loss per share. For all periods presented, there is no difference in the number of shares used to calculate basic and diluted shares outstanding due to the Company’s net loss position.

The following table summarizes the Company’s net loss per share:

SCHEDULE OF NET LOSS PER SHARE

	Years Ended December 31,
	2021			2020
Numerator:
Net loss	$	(22,963	)	$	(9,611	)
Accretion of Series A redeemable convertible preferred stock to redemption value		(22	)		(153	)
Net loss available to common stockholders	$	(22,985	)	$	(9,764	)

Denominator:
Weighted-average common stock outstanding, basic and diluted		12,293,629			242,232
Net loss per share, basic and diluted	$	(1.87	)	$	(40.31	)

Potentially dilutive securities not included in the calculation of diluted net loss per share attributable to common stockholders because to do so would have had an anti-dilutive effect are as follows (in common stock equivalent shares):

	December 31,
	2021		2020
Options to purchase common stock		3,454,374		229,105
Series Seed redeemable convertible preferred stock		-		1,287,825
Series A redeemable convertible preferred stock		-		2,089,341
		3,454,374		3,606,271

Consolidated Statements of Redeemable Convertible Preferred Stock and Stockholders' Equity (Deficit) - USD ($) $ in Thousands	Preferred Stock [Member] Series A Redeemable Convertible Preferred Stock [Member]	Preferred Stock [Member] Series Seed Redeemable Convertible Preferred Stock [Member]	Common Stock [Member]	Additional Paid-in Capital [Member]	AOCI Attributable to Parent [Member]	Retained Earnings [Member]	Total
Beginning balance, shares at Dec. 31, 2019		4,000,000
Beginning balance at Dec. 31, 2019		$ 4,000
Beginning balance, shares at Dec. 31, 2019			241,467
Beginning balance at Dec. 31, 2019						$ (3,643)	$ (3,643)
Issuance of Series A redeemable convertible preferred stock upon conversion of December 2019 convertible promissory notes to related party	$ 3,219
Issuance of Series A redeemable convertible preferred stock upon conversion of December 2019 convertible promissory notes to related party, Shares	1,700,343
Issuance of Series A redeemable convertible preferred stock upon conversion of July 2020 convertible promissory notes to related party	$ 2,500
Issuance of Series A redeemable convertible preferred stock upon conversion of July 2020 convertible promissory notes to related party, Shares	1,320,655
Issuance of Series A redeemable convertible preferred stock per share, net of issuance costs	$ 6,413
Issuance of Series A redeemable convertible preferred stock per share, net of issuance costs, shares	3,468,536
Accretion of Series A redeemable convertible preferred stock to redemption value	$ 153					(153)	(153)
Issuance of common stock upon exercise of stock options				5			5
Issuance of common stock upon exercise of stock options, shares			1,609
Stock based compensation				58			58
Unrealized loss on investments
Net loss						(9,611)	(9,611)
Ending balance, shares at Dec. 31, 2020	6,489,534	4,000,000
Ending balance at Dec. 31, 2020	$ 12,285	$ 4,000
Ending balance, shares at Dec. 31, 2020			243,076
Ending balance at Dec. 31, 2020				63		(13,407)	(13,344)
Issuance of Series A redeemable convertible preferred stock per share, net of issuance costs	$ 63,512
Issuance of Series A redeemable convertible preferred stock per share, net of issuance costs, shares	33,562,620
Accretion of Series A redeemable convertible preferred stock to redemption value	$ 22					(22)	$ (22)
Issuance of common stock upon exercise of stock options, shares
Stock based compensation				2,043			$ 2,043
Unrealized loss on investments					(59)		(59)
Net loss						(22,963)	(22,963)
Conversion of redeemable convertible preferred stock to common stock upon initial public offering	$ (75,819)	$ (4,000)	$ 1	79,817			79,818
Conversion of redeemable convertible preferred stock to common stock upon initial public offering, Shares	(40,052,154)	(4,000,000)	14,182,854
Issuance of common stock upon initial public offering, net of issuance costs			$ 1	126,944			126,945
Issuance of common stock upon initial public offering, net of issuance costs, shares			9,984,463
Ending balance, shares at Dec. 31, 2021
Ending balance at Dec. 31, 2021
Ending balance, shares at Dec. 31, 2021			24,410,393
Ending balance at Dec. 31, 2021			$ 2	$ 208,867	$ (59)	$ (36,392)	$ 172,418

INCOME TAXES (Tables)

12 Months Ended

Dec. 31, 2021

Income Tax Disclosure [Abstract]

SUMMARY OF COMPONENTS OF NET DEFERRED TAX ASSETS

Significant components of the Company’s net deferred tax assets are as follows (in thousands):


	December 31,
	2021			2020
Deferred income tax assets:
NOL carryforwards	$	7,498		$	2,795
Research credit carryforwards		530			41
Other		615			49
Gross deferred tax assets		8,643			2,885
Less: valuation allowance		(8,517	)		(2,885	)
Total deferred tax assets		126			-

Deferred income tax liabilities:
Other		(126	)		-
Total deferred tax liabilities		(126	)		-

Net deferred tax assets (liabilities)	$	-		$	-

SUMMARY OF RECONCILIATION OF FEDERAL INCOME TAX RATE

A reconciliation between the provision for income taxes and income taxes computed using the U.S. federal statutory corporate tax rate is as follows (in thousands):


	Years ended December 31,
	2021			2020
U.S. Federal statutory income tax rate	$	(4,821	)	$	(2,018	)
State taxes		(520	)		(89	)
Permanent and other differences		3			52
Convertible promissory notes		-			151
Stock-based compensation		115			10
Research and development credits		(392	)		-
Change in valuation allowance		5,618			1,894
Total tax provision	$	3		$	-

SUMMARY OF GROSS UNRECOGNIZED TAX BENEFITS

The following table summarizes the activity related to the Company’s gross unrecognized tax benefits at the beginning and end of the years ended December 31, 2021 and December 31, 2020 (in thousands):


	Years ended December 31,
	2021		2020
Beginning balance of unrecognized tax benefits	$	276	$	-
Additions based on tax positions related to the current year		253		276
Ending balance of unrecognized tax benefits	$	529	$	276

SCHEDULE OF ACCRUED AND OTHER CURRENT LIABILITIES (Details) - USD ($) $ in Thousands	Dec. 31, 2021	Dec. 31, 2020
Organization, Consolidation and Presentation of Financial Statements [Abstract]
Accrued research and development	$ 217	$ 946
Accrued payroll and other employee benefits	790	192
Other	143	18
Total accrued and other current liabilities	$ 1,150	$ 1,156

Consolidated Statements of Cash Flows - USD ($) $ in Thousands	12 Months Ended
	Dec. 31, 2021	Dec. 31, 2020
Cash flow from operating activities:
Net loss	$ (22,963)	$ (9,611)
Adjustments to reconcile net loss to net cash used in operating activities:
Stock-based compensation expense	2,043	58
Depreciation and amortization expense	15	1
Accretion of discounts and amortization of premiums on investments, net	16
Non-cash interest expense		75
Change in fair value of convertible promissory notes to related party		644
Changes in operating assets and liabilities:
Prepaid expenses and other current assets	(6,855)	(103)
Other long-term assets	(302)
Accounts payable	609	37
Accrued and other liabilities	(6)	1,040
Operating lease asset and liability, net	32
Other liabilities	12
Net cash used in operating activities	(27,399)	(7,859)
Cash flow from investing activities:
Purchases of investments	(113,253)
Purchases of property and equipment	(181)
Net cash used in investing activities	(113,434)
Cash flow from financing activities:
Proceeds from sale of Series A redeemable convertible preferred stock, net of issuance costs	63,512	6,413
Proceeds from issuance of convertible promissory notes to related party		2,500
Proceeds from exercise of stock options		5
Proceeds from issuance of common stock, net of issuance costs	126,945
Net cash provided by financing activities	190,457	8,918
Net increase in cash	49,624	1,059
Cash and cash equivalents at the beginning of the year	4,573	3,514
Cash and cash equivalents at the end of the period	54,197	4,573
Supplemental disclosure of noncash investing and financing activities:
Conversion of redeemable convertible preferred stock to common stock upon initial public offering	79,818
Right-of-use asset obtained in exchange for operating lease liability	542
Purchases of property and equipment in accounts payable	21	40
Conversion of convertible promissory notes to related party to Series A redeemable convertible preferred stock		(3,219)
Conversion of convertible promissory notes to related party to Series A redeemable convertible preferred stock		$ (2,500)

SUMMARY OF GROSS UNRECOGNIZED TAX BENEFITS (Details) - USD ($) $ in Thousands	12 Months Ended
	Dec. 31, 2021	Dec. 31, 2020
Income Tax Disclosure [Abstract]
Beginning balance of unrecognized tax benefits	$ 276
Additions based on tax positions related to the current year	253	276
Ending balance of unrecognized tax benefits	$ 529	$ 276

SCHEDULE OF PREPAID EXPENSES AND OTHER CURRENT ASSETS (Details) - USD ($) $ in Thousands	Dec. 31, 2021	Dec. 31, 2020
Organization, Consolidation and Presentation of Financial Statements [Abstract]
Prepaid research and development	$ 5,233	$ 42
Prepaid expenses	1,485	23
Other current assets	240	38
Total prepaid expenses and other current assets	$ 6,958	$ 103

RELATED PARTY TRANSACTIONS (Details Narrative) - Service agreement with carnot LLC - USD ($)	1 Months Ended		12 Months Ended
	Jul. 31, 2019	Aug. 31, 2018	Dec. 31, 2020	Dec. 31, 2021
Related Party Transaction [Line Items]
Term of service agreement	2 years	2 years
Accounts Payable, Related Parties			$ 6,000	$ 2,000
Research and development and general and administrative expenses
Related Party Transaction [Line Items]
Related Party Transaction, Expenses from Transactions with Related Party			$ 100,000

STOCKHOLDERS’ EQUITY

12 Months Ended

Dec. 31, 2021

Equity [Abstract]

STOCKHOLDERS’ EQUITY

(7) STOCKHOLDERS’ EQUITY

Under the Company’s Amended and Restated Certificates of Incorporation dated August 3, 2020, the Company had a total of 94,052,154 shares of capital stock authorized for issuance, consisting of 50,000,000 shares of common stock, par value of $0.0001 per share, and 44,052,154 shares of convertible preferred stock, par value of $0.0001 per share. Shares of authorized convertible preferred stock were designated as 4,000,000 shares of Series Seed redeemable convertible preferred stock and 40,052,154 shares of Series A redeemable convertible preferred stock.

Following the Reverse Stock Split, the Company filed a Second Amended and Restated Certificate of Incorporation, which provided for 150,000,000 authorized shares of common stock with a par value of $0.0001 per share and 10,000,000 authorized shares of undesignated preferred stock with a par value of $0.0001 per share, effective upon completion of the Company’s IPO.

(a) Redeemable Convertible Preferred Stock

In August 2018, the Company sold to RA Capital Health Care Fund, L.P. an aggregate of 4,000,000 shares of Series Seed redeemable preferred stock at a purchase price of $1.00 per share, for net proceeds of $4.0 million. On August 5, 2020, the Company entered into the Stock Purchase Agreement. The Company’s initial closing of its Series A redeemable convertible preferred stock occurred on this date. The Company issued 3,468,536 shares of Series A redeemable convertible preferred shares for gross proceeds of $6.6 million at a price per share of $1.893. In addition to the cash proceeds, 3,020,998 shares of Series A redeemable convertible preferred stock were issued in connection with the conversion of the 2019 Notes and the 2020 Notes.

The Stock Purchase Agreement contained provisions that potentially obligate the Company to sell, outside of its control, an additional 33,562,620 shares of Series A redeemable convertible preferred stock at $1.893 per share for expected gross proceeds of $63.5 million, upon the occurrence of three subsequent Milestone Closings or earlier, at the option of any holder of the Series A redeemable convertible preferred stock. If the defined milestones were not achieved prior to the Company’s initial public offering, the holders had the right to purchase these shares prior to the completion of the initial public offering. If the shares were not purchased prior to the completion of the initial public offering, then this right to purchase these shares would have automatically expired.

On February 1, 2021, upon the completion of the First Milestone Closing, the Company sold 4,224,274 shares of Series A redeemable convertible preferred stock at the Series A Original Issue Price for aggregate gross proceeds of $8.0 million. On June 4, 2021, upon the completion of the Second Milestone Closing and the Third Milestone Closing, the Company sold 29,338,346 shares of Series A redeemable convertible preferred stock at the Series A Original Issue Price for aggregate gross proceeds of $55.5 million.

Immediately prior to the closing of the Company’s IPO on July 2, 2021, all outstanding shares of the Company’s redeemable convertible preferred stock converted into 14,182,854 shares of the Company’s common stock.

(b) Common Stock

In August 2018, the Company issued 241,467 shares of common stock to RA Capital Healthcare Fund, L.P. at a price of $0.0012 per share. On July 2, 2021, in conjunction with the Company’s IPO, the Company issued 9,984,463 shares of its common stock and all outstanding shares of the Company’s redeemable convertible preferred stock were converted into 14,182,854 shares of the Company’s common stock.

The holders of the common stock are entitled to one vote for each share of common stock held at all meetings of stockholders.

As of December 31, 2021, the Company had reserved the following shares of common stock for future issuance:

	December 31, 2021
Common stock options granted and outstanding		3,454,374
Reserved for future option grants		1,084,580
Reserved for future ESPP issuances		230,000
Total		4,768,954

The entire disclosure for shareholders' equity comprised of portions attributable to the parent entity and noncontrolling interest, including other comprehensive income. Includes, but is not limited to, balances of common stock, preferred stock, additional paid-in capital, other capital and retained earnings, accumulated balance for each classification of other comprehensive income and amount of comprehensive income.

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-Name Accounting Standards Codification
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-SubTopic 10
-Section 50
-Paragraph 13
-Subparagraph (h)
-URI http://asc.fasb.org/extlink&oid=123467817&loc=SL123496158-112644

Reference 11: http://www.xbrl.org/2003/role/disclosureRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 505
-SubTopic 10
-Section 50
-Paragraph 14
-Subparagraph (a)
-URI http://asc.fasb.org/extlink&oid=123467817&loc=SL123496171-112644

Reference 12: http://www.xbrl.org/2003/role/disclosureRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 505
-SubTopic 10
-Section 50
-Paragraph 18
-Subparagraph (b)
-URI http://asc.fasb.org/extlink&oid=123467817&loc=SL123496189-112644

Reference 13: http://www.xbrl.org/2003/role/disclosureRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 505
-SubTopic 10
-Section 50
-Paragraph 16
-Subparagraph (b)
-URI http://asc.fasb.org/extlink&oid=123467817&loc=SL123496180-112644

Reference 14: http://www.xbrl.org/2003/role/disclosureRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 505
-SubTopic 10
-Section 50
-Paragraph 13
-Subparagraph (i)
-URI http://asc.fasb.org/extlink&oid=123467817&loc=SL123496158-112644

Reference 15: http://www.xbrl.org/2003/role/disclosureRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 235
-SubTopic 10
-Section S99
-Paragraph 1
-Subparagraph (SX 210.4-08(e)(1))
-URI http://asc.fasb.org/extlink&oid=120395691&loc=d3e23780-122690

SCHEDULE OF COMMON STOCK SHARES RESERVED FOR ON AND AS-CONVERTED BASIS, FOR FUTURE ISSUANCE

Consolidated Balance Sheets - USD ($) $ in Thousands	Dec. 31, 2021	Dec. 31, 2020
Current assets:
Cash and cash equivalents	$ 54,197	$ 4,573
Short-term investments	113,178
Prepaid expenses and other current assets (Note 4)	6,958	103
Total current assets	174,333	4,676
Property and equipment, net	186	39
Operating lease right-of-use asset	542
Other long-term assets	302
Total assets	175,363	4,715
Current liabilities:
Accounts payable (including related party amounts of $2 and $6, respectively)	1,208	618
Accrued and other current liabilities (Note 4)	1,150	1,156
Operating lease liability	192
Total current liabilities	2,550	1,774
Operating lease liabilities, net of current portion	382
Other liabilities	13
Total liabilities	2,945	1,774
Commitments and contingencies (Note 6)
Stockholders’ equity (deficit):
Common stock, $0.0001 par value; 150,000,000 and 50,000,000 shares authorized at December 31, 2021 and December 31, 2020, respectively; 24,410,393 and 243,076 shares issued and outstanding at December 31, 2021 and December 31, 2020, respectively	2
Additional paid-in capital	208,867	63
Accumulated other comprehensive loss	(59)
Accumulated deficit	(36,392)	(13,407)
Total stockholders’ equity (deficit)	172,418	(13,344)
Total liabilities, redeemable convertible preferred stock and stockholders’ equity (deficit)	175,363	4,715
Series A Redeemable Convertible Preferred Stock [Member]
Current liabilities:
Temporary Equity Value		12,285
Series Seed Redeemable Convertible Preferred Stock [Member]
Current liabilities:
Temporary Equity Value		$ 4,000

STOCKHOLDERS’ EQUITY (Tables)

12 Months Ended

Dec. 31, 2021

Equity [Abstract]

As of December 31, 2021, the Company had reserved the following shares of common stock for future issuance:

	December 31, 2021
Common stock options granted and outstanding		3,454,374
Reserved for future option grants		1,084,580
Reserved for future ESPP issuances		230,000
Total		4,768,954

SCHEDULE OF POTENTIALLY DILUTIVE SECURITIES NOT INCLUDED IN THE CALCULATION OF DILUTED NET LOSS PER SHARE (Details) - shares	12 Months Ended
	Dec. 31, 2021	Dec. 31, 2020
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items]
Antidilutive Securities Excluded from Computation of Earnings Per Share, Amount	3,454,374	3,606,271
Share-based Payment Arrangement, Option [Member]
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items]
Antidilutive Securities Excluded from Computation of Earnings Per Share, Amount	3,454,374	229,105
Series Seed Redeemable Convertible Preferred Stock [Member]
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items]
Antidilutive Securities Excluded from Computation of Earnings Per Share, Amount		1,287,825
Series A Redeemable Convertible Preferred Stock [Member]
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items]
Antidilutive Securities Excluded from Computation of Earnings Per Share, Amount		2,089,341

Consolidated Balance Sheets (Parenthetical) - USD ($) $ in Thousands	Dec. 31, 2021	Dec. 31, 2020
Accounts payable related party current	$ 2	$ 6
Common stock, par value	$ 0.0001	$ 0.0001
Common stock, shares authorized	150,000,000	50,000,000
Common stock, shares issued	24,410,393	243,076
Common stock, shares outstanding	24,410,393	243,076
Series A Redeemable Convertible Preferred Stock [Member]
Temporary equity shares, value per share	$ 0.0001	$ 0.0001
Temporary equity, shares authorized	0	40,052,154
Temporary equity shares issued	0	6,489,534
Temporary equity shares outstanding	0	6,489,534
Series Seed Redeemable Convertible Preferred Stock [Member]
Temporary equity shares, value per share	$ 0.0001	$ 0.0001
Temporary equity, shares authorized	0	4,000,000
Temporary equity shares issued	0	4,000,000
Temporary equity shares outstanding	0	4,000,000

INCOME TAXES (Details Narrative) - USD ($) $ in Thousands	12 Months Ended
INCOME TAXES (Details Narrative) - USD ($) $ in Thousands	Dec. 31, 2021	Dec. 31, 2020
Operating Loss Carryforwards [Line Items]
Deferred tax assets valuation allowance	$ 8,517	$ 2,885
Domestic Tax Authority [Member]
Operating Loss Carryforwards [Line Items]
Operating loss carryforwards	$ 32,600	12,000
Operating loss carryforwards, limitation on use	The NOL generated from 2018 onwards of $32.6 million will carryforward indefinitely and be available to offset up to 80% of future taxable income each year
Domestic Tax Authority [Member] \| Indefinitely Period [Member]
Operating Loss Carryforwards [Line Items]
Operating loss carryforwards	$ 32,600
Domestic Tax Authority [Member] \| Research Tax Credit Carryforward [Member]
Operating Loss Carryforwards [Line Items]
Operating loss carryforwards	600
State and Local Jurisdiction [Member]
Operating Loss Carryforwards [Line Items]
Operating loss carryforwards	$ 13,400	$ 7,300
Operating loss carryforwards, limitation on use	The state NOLs may be used to offset future taxable income and will begin to expire in 2034
State and Local Jurisdiction [Member] \| Research Tax Credit Carryforward [Member]
Operating Loss Carryforwards [Line Items]
Operating loss carryforwards	$ 100

Consolidated Statements of Operations and Comprehensive Loss - USD ($) $ in Thousands	12 Months Ended
	Dec. 31, 2021	Dec. 31, 2020
Operating expenses:
Research and development (includes related party amounts of $76 and $72, respectively)	$ 14,987	$ 7,940
General and administrative (includes related party amounts of $14 and $31, respectively)	8,035	949
Total operating expenses	23,022	8,889
Loss from operations	(23,022)	(8,889)
Other income (expense):
Interest income (expense)	65	(75)
Change in fair value of convertible promissory notes		(644)
Other expense	(3)	(3)
Total other income (expense)	62	(722)
Net loss before income taxes	(22,960)	(9,611)
Provision for income taxes	3
Net loss	(22,963)	(9,611)
Comprehensive loss:
Net loss	(22,963)	(9,611)
Other comprehensive loss:
Unrealized loss on securities	(59)
Comprehensive loss	$ (23,022)	$ (9,611)
Net loss per share, basic and diluted	$ (1.87)	$ (40.31)
Weighted-average shares of common stock outstanding, basic and diluted	12,293,629	242,232

FAIR VALUE OF FINANCIAL INSTRUMENTS (Tables)

12 Months Ended

Dec. 31, 2021

Fair Value Disclosures [Abstract]

SCHEDULE OF FAIR VALUE INSTRUMENTS

The following tables summarize the Company’s financial assets measured at fair value on a recurring basis and their respective input levels based on the fair value hierarchy (in thousands):

SCHEDULE OF FAIR VALUE INSTRUMENTS

	December 31, 2021		Quoted Prices in Active Markets for Identical Assets (Level 1)		Significant Other Observable Inputs (Level 2)		Significant Unobservable Inputs (level 3)
			Fair Value Measurements Using
	December 31, 2021		Quoted Prices in Active Markets for Identical Assets (Level 1)		Significant Other Observable Inputs (Level 2)		Significant Unobservable Inputs (Level 3)
Assets:
Cash equivalents
Money market funds	$	39,653	$	39,653	$	-	$	-
Commercial paper		14,448		-		14,448		-
Total cash equivalents		54,101		39,653		14,448		-

Short-term investments
U.S. Treasury bills		25,135		25,135		-		-
Corporate debt securities		10,715		-		10,715
Commercial paper		77,328		-		77,328		-
Total short-term investments		113,178		25,135		88,043		-

Total	$	167,279	$	64,788	$	102,491	$	-

SUMMARY OF SHORT TERM INVESTMENT

The following tables summarize the Company’s short-term investments as of December 31, 2021 (in thousands):

SUMMARY OF SHORT TERM INVESTMENT

		As of December 31, 2021
	Maturity	Amortized cost		Gross unrealized gains		Gross unrealized losses			Estimated fair value
Corporate debt securities	1 year or less	$	10,726	$	-	$	(11	)	$	10,715
Commercial paper	1 year or less		77,328		9		(9	)		77,328
U.S. Treasury bills	2 years or less		25,183		-		(48	)		25,135
		$	113,237	$	9	$	(68	)	$	113,178

SUMMARY OF RECONCILIATION OF ALL LIABILITIES MEASURED AT FAIR VALUE USING LEVEL 3 SIGNIFICANT UNOBSERVABLE INPUTS

The Company had no liabilities measured using significant unobservable inputs (Level 3) for the year ended December 31, 2021. The following table presents the changes in estimated fair value of the Company’s Level 3 liabilities for the year ended December 31, 2020 (in thousands):

	Convertible Promissory Notes
Balance at December 31, 2019	$	2,500
Issuance of convertible promissory notes, related party		2,500
Change in fair value of convertible promissory notes, related party		644
Exchange of convertible promissory notes (Note 5)		(5,644	)
Balance at December 31, 2020	$	-

SUMMARY OF RECONCILIATION OF FEDERAL INCOME TAX RATE (Details) - USD ($) $ in Thousands	12 Months Ended
	Dec. 31, 2021	Dec. 31, 2020
Income Tax Disclosure [Abstract]
U.S. Federal statutory income tax rate	$ (4,821)	$ (2,018)
State taxes	(520)	(89)
Permanent and other differences	3	52
Convertible promissory notes		151
Stock-based compensation	115	10
Research and development credits	(392)
Change in valuation allowance	5,618	1,894
Total tax provision	$ 3

FAIR VALUE OF FINANCIAL INSTRUMENTS

Amount of current income tax expense (benefit) and deferred income tax expense (benefit) pertaining to continuing operations.

+ References + Details

SUMMARY OF OPTION ACTIVITY UNDER 2021 PLAN AND 2018 PLAN (Details) - USD ($) $ / shares in Units, $ in Thousands	12 Months Ended
	Dec. 31, 2021	Dec. 31, 2020
Share-based Payment Arrangement [Abstract]
Options Outstanding, beginning balance	229,105
Weighted-Average Exercise Price Outstanding, beginning balance	$ 1.74
Weighted- Average Remaining Contractual Term, Outstanding	9 years 5 months 1 day	9 years 8 months 8 days
Aggregate Intrinsic Value Outstanding, beginning balance
Options Granted	3,225,269
Weighted-Average Exercise Price, Granted	$ 7.21
Weighted- Average Remaining Contractual Term, Granted	9 years 5 months 19 days
Options Exercised
Weighted-Average Exercise Price, Exercised
Options, Cancelled/Forfeited
Weighted-Average Exercise Price, Cancelled/Forfeited
Options Outstanding, ending balance	3,454,374	229,105
Weighted-Average Exercise Price Outstanding, ending balance	$ 6.85	$ 1.74
Aggregate Intrinsic Value Outstanding, ending balance	$ 19,378
Options, Vested and exercisable	268,907
Weighted-Average Exercise Price, Vested and exercisable	$ 4.81
Weighted- Average Remaining Contractual Term, Vested and exercisable	9 years 1 month 6 days
Aggregate Intrinsic Value, Vested and exercisable	$ 2,041
Options, Vested and expected to vest	3,454,374
Weighted-Average Exercise Price, Vested and expected to vest	$ 6.85
Weighted- Average Remaining Contractual Term, Vested and expected to vest	9 years 5 months 1 day
Aggregate Intrinsic Value, Vested and expected to vest	$ 19,378

FAIR VALUE OF FINANCIAL INSTRUMENTS

12 Months Ended

Dec. 31, 2021

Fair Value Disclosures [Abstract]

(3) FAIR VALUE OF FINANCIAL INSTRUMENTS

The following tables summarize the Company’s financial assets measured at fair value on a recurring basis and their respective input levels based on the fair value hierarchy (in thousands):

SCHEDULE OF FAIR VALUE INSTRUMENTS

	December 31, 2021		Quoted Prices in Active Markets for Identical Assets (Level 1)		Significant Other Observable Inputs (Level 2)		Significant Unobservable Inputs (level 3)
			Fair Value Measurements Using
	December 31, 2021		Quoted Prices in Active Markets for Identical Assets (Level 1)		Significant Other Observable Inputs (Level 2)		Significant Unobservable Inputs (Level 3)
Assets:
Cash equivalents
Money market funds	$	39,653	$	39,653	$	-	$	-
Commercial paper		14,448		-		14,448		-
Total cash equivalents		54,101		39,653		14,448		-

Short-term investments
U.S. Treasury bills		25,135		25,135		-		-
Corporate debt securities		10,715		-		10,715
Commercial paper		77,328		-		77,328		-
Total short-term investments		113,178		25,135		88,043		-

Total	$	167,279	$	64,788	$	102,491	$	-

The Company’s cash as of December 31, 2020, of $4.6 million, represented a Level 1 asset.

Cash Equivalents and Short-Term Investments

Financial assets measured at fair value on a recurring basis consist of the Company’s cash equivalents and short-term investments. Cash equivalents consisted of cash, money market funds and commercial paper, and short-term investments consisted of U.S. Treasury bills, corporate debt securities and commercial paper. The Company obtains pricing information from its investment manager and generally determines the fair value of investment securities using standard observable inputs, including reported trades, broker/dealer quotes, and bids and/or offers.

The following tables summarize the Company’s short-term investments as of December 31, 2021 (in thousands):

SUMMARY OF SHORT TERM INVESTMENT

		As of December 31, 2021
	Maturity	Amortized cost		Gross unrealized gains		Gross unrealized losses			Estimated fair value
Corporate debt securities	1 year or less	$	10,726	$	-	$	(11	)	$	10,715
Commercial paper	1 year or less		77,328		9		(9	)		77,328
U.S. Treasury bills	2 years or less		25,183		-		(48	)		25,135
		$	113,237	$	9	$	(68	)	$	113,178

As of December 31, 2020, the Company had no short-term investments.

The Company considers whether unrealized losses have resulted from a credit loss or other factors. The unrealized losses on the Company’s available-for-sale securities as of December 31, 2021 were caused by fluctuations in market value and interest rates as a result of the economic environment and not credit risk. The Company concluded that an allowance for credit losses was unnecessary as of December 31, 2021. It is neither management’s intention to sell nor is it more likely than not that the Company will be required to sell these investments prior to recovery of their cost basis or recovery of fair value. Unrealized gains and losses are included in accumulated other comprehensive loss.

The Company excludes accrued interest from both the fair value and the amortized cost basis of the available-for-sale debt securities for the purposes of identifying and measuring an impairment and to not measure an allowance for expected credit losses for accrued interest receivables. Accrued interest receivable is written off through net realized investment gains (losses) at the time the issuer of the bond defaults or is expected to default on payment. It is the Company’s policy to present the accrued interest receivable balance as part of prepaid expenses and other current assets in the balance sheets. Accrued interest receivable related to short-term investments was $0.1 million as of December 31, 2021.

Convertible Promissory Notes

	Convertible Promissory Notes
Balance at December 31, 2019	$	2,500
Issuance of convertible promissory notes, related party		2,500
Change in fair value of convertible promissory notes, related party		644
Exchange of convertible promissory notes (Note 5)		(5,644	)
Balance at December 31, 2020	$	-

RELATED PARTY TRANSACTIONS

The entire disclosure for the fair value of financial instruments (as defined), including financial assets and financial liabilities (collectively, as defined), and the measurements of those instruments as well as disclosures related to the fair value of non-financial assets and liabilities. Such disclosures about the financial instruments, assets, and liabilities would include: (1) the fair value of the required items together with their carrying amounts (as appropriate); (2) for items for which it is not practicable to estimate fair value, disclosure would include: (a) information pertinent to estimating fair value (including, carrying amount, effective interest rate, and maturity, and (b) the reasons why it is not practicable to estimate fair value; (3) significant concentrations of credit risk including: (a) information about the activity, region, or economic characteristics identifying a concentration, (b) the maximum amount of loss the entity is exposed to based on the gross fair value of the related item, (c) policy for requiring collateral or other security and information as to accessing such collateral or security, and (d) the nature and brief description of such collateral or security; (4) quantitative information about market risks and how such risks are managed; (5) for items measured on both a recurring and nonrecurring basis information regarding the inputs used to develop the fair value measurement; and (6) for items presented in the financial statement for which fair value measurement is elected: (a) information necessary to understand the reasons for the election, (b) discussion of the effect of fair value changes on earnings, (c) a description of [similar groups] items for which the election is made and the relation thereof to the balance sheet, the aggregate carrying value of items included in the balance sheet that are not eligible for the election; (7) all other required (as defined) and desired information.

+ References + Details

RELATED PARTY TRANSACTIONS

12 Months Ended

Dec. 31, 2021

(9) RELATED PARTY TRANSACTIONS

Services Agreement

In August 2018, the Company entered into a services agreement (“Services Agreement”) with Carnot, LLC (“Carnot”), an entity owned and controlled by RA Capital Management, L.P. under which Carnot provides research and other services to the Company. RA Capital Management, L.P. is a related party due to its equity ownership of the Company. The Company pays Carnot for services performed and costs incurred. The Services Agreement is for a term of two years. The Company may terminate the Services Agreement by giving 30 days’ prior notice and either party can terminate the services agreement for a material breach, if not cured within 30 days following notice by the nonbreaching party.

In July 2019, the Services Agreement with Carnot was amended whereby research and other services are now performed by Carnot Pharma, LLC (“Carnot Pharma”), an entity owned and controlled by RA Capital Management, L.P., and the term was updated to the later of (i) two years from July 15, 2019 and (ii) completion of services under the agreement.

Expenses incurred by the Company under the Services Agreement with Carnot Pharma totaled $0.1 million for the years ended December 31, 2021 and December 31, 2020 and are presented in the statement of operations and comprehensive loss as research and development and general and administrative expenses. As of December 31, 2021 and December 31, 2020, $2,000 and $6,000 respectively, was due to Carnot Pharma, LLC by the Company for services rendered under the agreement.

SHARE-BASED COMPENSATION (Details Narrative) - USD ($) $ in Millions	1 Months Ended	12 Months Ended
	Jun. 30, 2021	Dec. 31, 2021
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Share-based Compensation Arrangement by Share-based Payment Award, Number of Shares Available for Grant		1,084,580
Percentage of common stock purchase price		1.00%
Unrecognized stock based compensation		$ 12.6
Unrecognized stock-based compensation weighted-average period		3 years 4 months 24 days
2021 Stock Option and Incentive Plan [Member]
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Common stock available for issuance		2,600,000
Share-based Compensation Arrangement by Share-based Payment Award, Percentage of Outstanding Stock Maximum		4.00%
Share-based Compensation Arrangement by Share-based Payment Award, Number of Shares Available for Grant		1,515,420
2021 Stock Option and Incentive Plan [Member] \| Share-based Payment Arrangement, Option [Member]
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Common stock available for issuance		1,084,580
2021 Plan and 2018 Plan [Member]
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Expiration period		10 years
Vesting period description		three to four years
Employee Stock Purchase Plan [Member]
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Common stock available for issuance	230,000
Percentage of common stock purchase price	15.00%
Discount percentage on marker price	85.00%
Shares issued		0

SUMMARY OF SHORT TERM INVESTMENT (Details) $ in Thousands	12 Months Ended
SUMMARY OF SHORT TERM INVESTMENT (Details) $ in Thousands	Dec. 31, 2021 USD ($)
Fair Value, Off-balance Sheet Risks, Disclosure Information [Line Items]
Amortized cost	$ 113,237
Gross unrealized gains	9
Gross unrealized losses	(68)
Estimated fair value	$ 113,178
Corporate Debt Securities [Member]
Fair Value, Off-balance Sheet Risks, Disclosure Information [Line Items]
Maturity	1 year or less
Amortized cost	$ 10,726
Gross unrealized gains
Gross unrealized losses	(11)
Estimated fair value	$ 10,715
Commercial Paper [Member]
Fair Value, Off-balance Sheet Risks, Disclosure Information [Line Items]
Maturity	1 year or less
Amortized cost	$ 77,328
Gross unrealized gains	9
Gross unrealized losses	(9)
Estimated fair value	$ 77,328
US Treasury Securities [Member]
Fair Value, Off-balance Sheet Risks, Disclosure Information [Line Items]
Maturity	2 years or less
Amortized cost	$ 25,183
Gross unrealized gains
Gross unrealized losses	(48)
Estimated fair value	$ 25,135

SHARE-BASED COMPENSATION (Tables)

12 Months Ended

Dec. 31, 2021

Share-based Payment Arrangement [Abstract]

SUMMARY OF OPTION ACTIVITY UNDER 2021 PLAN AND 2018 PLAN

The following table summarizes the option activity under the 2021 Plan and 2018 Plan for the year ended December 31, 2021:

	Options		Weighted-Average Exercise Price		Weighted- Average Remaining Contractual Term (in years)		Aggregate Intrinsic Value (in thousands)
Vested and expected to vest at December 31, 2020		229,105	$	1.74		9.69	$	-
Granted		3,225,269	$	7.21		9.47
Exercised		-		-
Cancelled/Forfeited		-		-
Outstanding at December 31, 2021		3,454,374	$	6.85		9.42	$	19,378
Vested and exercisable at December 31, 2021		268,907	$	4.81		9.10	$	2,041
Vested and expected to vest at December 31, 2021		3,454,374	$	6.85		9.42	$	19,378

SUMMARY OF FAIR VALUE OF STOCK OPTIONS ASSUMPTIONS

	Years Ended December 31,
	2021			2020
Expected term (in years)		5.2 - 6.1			5.5 - 6.1
Expected volatility		68.7% - 69.8	%		68.0 - 79.4	%
Risk-free interest rate		0.9% - 1.4	%		0.4 - 1.5	%
Expected dividend		-			-

SUMMARY OF STOCK-BASED COMPENSATION EXPENSE RECOGNIZED FOR STOCK OPTION GRANTS

Stock-based compensation expense recognized for stock option grants has been reported in the statements of operations and comprehensive loss as follows (in thousands):


	Years Ended December 31,
	2021		2020
Research and development	$	370	$	30
General and administrative		1,673		28
Total	$	2,043	$	58

SUMMARY OF STOCK-BASED COMPENSATION EXPENSE RECOGNIZED FOR STOCK OPTION GRANTS (Details) - USD ($) $ in Thousands	12 Months Ended
	Dec. 31, 2021	Dec. 31, 2020
Share-based Payment Arrangement, Expensed and Capitalized, Amount [Line Items]
Total	$ 2,043	$ 58
Research and Development Expense [Member]
Share-based Payment Arrangement, Expensed and Capitalized, Amount [Line Items]
Total	370	30
General and Administrative Expense [Member]
Share-based Payment Arrangement, Expensed and Capitalized, Amount [Line Items]
Total	$ 1,673	$ 28

SUMMARY OF COMPONENTS OF NET DEFERRED TAX ASSETS (Details) - USD ($) $ in Thousands	Dec. 31, 2021	Dec. 31, 2020
Income Tax Disclosure [Abstract]
NOL carryforwards	$ 7,498	$ 2,795
Research credit carryforwards	530	41
Other	615	49
Gross deferred tax assets	8,643	2,885
Less: valuation allowance	(8,517)	(2,885)
Total deferred tax assets	126
Other	(126)
Total deferred tax liabilities	(126)
Net deferred tax assets (liabilities)

BASIS OF PRESENTATION AND SIGNIFICANT ACCOUNTING POLICIES (Details Narrative)

Jun. 22, 2021

Stockholders' Equity, Reverse Stock Split

1-for-3.1060103 reverse stock split (the “Reverse Stock Split”) of its issued and outstanding common stock. Accordingly, the conversion ratio for the Company’s outstanding convertible preferred stock was proportionately adjusted such that the common stock issuable upon conversion of such preferred stock was decreased in proportion to the Reverse Stock Split. The par value of the common stock was not adjusted as a result of the Reverse Stock Split. All references to common stock, options to purchase common stock, early exercised options, share data, per share data, convertible preferred stock (to the extent presented on an as-converted to common stock basis) and related information contained in these

SCHEDULE OF COMMON STOCK SHARES RESERVED FOR ON AND AS-CONVERTED BASIS, FOR FUTURE ISSUANCE (Details) - shares	Dec. 31, 2021	Dec. 31, 2020
Equity [Abstract]
Common stock options granted and outstanding	3,454,374	229,105
Reserved for future option grants	1,084,580
Reserved for future ESPP issuances	230,000
Total	4,768,954

Consolidated Statements of Operations and Comprehensive Loss (Parenthetical) - USD ($) $ in Thousands	12 Months Ended
	Dec. 31, 2021	Dec. 31, 2020
Income Statement [Abstract]
Research and development, related party	$ 76	$ 72
General and administrative, related party	$ 14	$ 31

SHARE-BASED COMPENSATION

12 Months Ended

Dec. 31, 2021

Share-based Payment Arrangement [Abstract]

SHARE-BASED COMPENSATION

(8) SHARE-BASED COMPENSATION

(a) Stock Option Plan

The Company’s 2021 Stock Option and Incentive Plan (the “2021 Plan”) was adopted by the Company’s board of directors and approved by the Company’s stockholders in June 2021 and became effective as of June 29, 2021. Upon the effectiveness of the 2021 Plan, the Company’s 2018 Equity Incentive Plan (the “2018 Plan”) was terminated and no further grants may be made thereunder. The Company’s 2021 Plan allows for the grant of incentive stock options, non-qualified stock options, stock appreciation rights, stock bonuses, restricted stock, stock units and other forms of awards including cash awards to its officers, directors, employees, consultants and advisors.

As of December 31, 2021, a total of 2,600,000 shares of the Company’s common stock were authorized for issuance with respect to awards granted under the 2021 Plan. The share limit will automatically increase on the first trading day in January of each year (commencing with 2022) by an amount equal to the lesser of (1) 4% of the total number of outstanding shares of the Company’s common stock on the last trading day in December in the prior year, or (2) such lesser number as determined by the Company’s board of directors. Any shares subject to awards granted under the 2021 Plan or the 2018 Plan that are not paid, delivered or exercised before they expire or are canceled or terminated, or otherwise fail to vest, as well as shares used to pay the purchase or exercise price of such awards or related tax withholding obligations, will become available for new award grants under the 2021 Plan. As of December 31, 2021, awards with respect to 1,515,420 shares of common stock had been granted under the 2021 Plan, and 1,084,580 shares authorized under the 2021 Plan were available for award purposes.

The options that are granted under the 2021 Plan and the 2018 Plan are exercisable at various dates as determined upon grant and terminate within 10 years of the date of grant. The vesting period generally occurs over three to four years.

The following table summarizes the option activity under the 2021 Plan and 2018 Plan for the year ended December 31, 2021:

	Options		Weighted-Average Exercise Price		Weighted- Average Remaining Contractual Term (in years)		Aggregate Intrinsic Value (in thousands)
Vested and expected to vest at December 31, 2020		229,105	$	1.74		9.69	$	-
Granted		3,225,269	$	7.21		9.47
Exercised		-		-
Cancelled/Forfeited		-		-
Outstanding at December 31, 2021		3,454,374	$	6.85		9.42	$	19,378
Vested and exercisable at December 31, 2021		268,907	$	4.81		9.10	$	2,041
Vested and expected to vest at December 31, 2021		3,454,374	$	6.85		9.42	$	19,378

All exercisable options are vested and all outstanding options are vested or expected to vest.

(b) Employee Stock Purchase Plan

The Company’s Employee Stock Purchase Plan (the “ESPP”) was adopted by the Company’s board of directors and stockholders in June 2021 and became effective upon the consummation of the IPO. A total of 230,000 shares of the Company’s common stock is initially available for issuance under the ESPP. The share limit will automatically increase on the first trading day in January of each year (commencing with 2022) by an amount equal to the lesser of (1) 1% of the total number of outstanding shares of the Company’s common stock on the last trading day in December in the prior year, or (2) such lesser number as determined by the Company’s board of directors. The ESPP allows eligible employees to purchase shares of the Company’s common stock at a discount through payroll deductions of up to 15% of their eligible compensation, subject to any plan limitations. The ESPP provides for six-month offering periods, and at the end of each offering period, employees are able to purchase shares at 85% of the lower of the fair market value of the Company’s common stock on the first trading day of the offering period or on the last trading day of the offering period. As of December 31, 2021, no shares had been issued under the ESPP, and the full number of shares authorized under the ESPP Plan was available for issuance purposes upon the effectiveness of the ESPP.

(c) Stock-Based Compensation Expense

The Company estimated the fair value of stock options using the Black-Scholes valuation model. The Company accounts for any forfeitures of options when they occur. Previously recognized compensation expense for an award is reversed in the period that the award is forfeited. The fair value of stock options was estimated using the following assumptions:

	Years Ended December 31,
	2021			2020
Expected term (in years)		5.2 - 6.1			5.5 - 6.1
Expected volatility		68.7% - 69.8	%		68.0 - 79.4	%
Risk-free interest rate		0.9% - 1.4	%		0.4 - 1.5	%
Expected dividend		-			-

Stock-based compensation expense recognized for stock option grants has been reported in the statements of operations and comprehensive loss as follows (in thousands):


	Years Ended December 31,
	2021		2020
Research and development	$	370	$	30
General and administrative		1,673		28
Total	$	2,043	$	58

As of December 31, 2021, there was approximately $12.6 million of unrecognized stock-based compensation expense related to nonvested stock-based compensation arrangements granted under the 2021 Plan and 2018 Plan, which is expected to be recognized over a weighted-average period of 3.4 years.

ORGANIZATION AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Details Narrative) - USD ($) $ / shares in Units, $ in Millions	Jul. 02, 2021	Dec. 31, 2021
Subsidiary, Sale of Stock [Line Items]
Cash and cash equivalents and short term investment		$ 167.4
IPO [Member]
Subsidiary, Sale of Stock [Line Items]
Number of shares issued	9,984,463
Number of shares conversion securities	14,182,854
Proceeds from issuance of public offering	$ 126.9
Over-Allotment Option [Member]
Subsidiary, Sale of Stock [Line Items]
Number of shares issued	1,302,321
Sale of price per share	$ 14.00

SUMMARY OF FAIR VALUE OF STOCK OPTIONS ASSUMPTIONS (Details)	12 Months Ended
	Dec. 31, 2021	Dec. 31, 2020
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Expected volatility, minimum	68.70%	68.00%
Expected volatility, maximum	69.80%	79.40%
Risk-free interest rate, minimum	0.90%	0.40%
Risk-free interest rate, maximum	1.40%	1.50%
Expected dividend	(0.00%)	(0.00%)
Minimum [Member]
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Expected term (in years)	5 years 2 months 12 days	5 years 6 months
Maximum [Member]
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Expected term (in years)	6 years 1 month 6 days	6 years 1 month 6 days

BASIS OF PRESENTATION AND SIGNIFICANT ACCOUNTING POLICIES (Tables)

12 Months Ended

Dec. 31, 2021

SCHEDULE OF NET LOSS PER SHARE

The following table summarizes the Company’s net loss per share:

SCHEDULE OF NET LOSS PER SHARE

	Years Ended December 31,
	2021			2020
Numerator:
Net loss	$	(22,963	)	$	(9,611	)
Accretion of Series A redeemable convertible preferred stock to redemption value		(22	)		(153	)
Net loss available to common stockholders	$	(22,985	)	$	(9,764	)

Denominator:
Weighted-average common stock outstanding, basic and diluted		12,293,629			242,232
Net loss per share, basic and diluted	$	(1.87	)	$	(40.31	)

SCHEDULE OF POTENTIALLY DILUTIVE SECURITIES NOT INCLUDED IN THE CALCULATION OF DILUTED NET LOSS PER SHARE

	December 31,
	2021		2020
Options to purchase common stock		3,454,374		229,105
Series Seed redeemable convertible preferred stock		-		1,287,825
Series A redeemable convertible preferred stock		-		2,089,341
		3,454,374		3,606,271

CONVERTIBLE PROMISSORY NOTES (Details Narrative)			7 Months Ended	12 Months Ended
CONVERTIBLE PROMISSORY NOTES (Details Narrative)	Aug. 05, 2020 $ / shares	Jul. 13, 2020 USD ($)	Aug. 05, 2020 USD ($) $ / shares	Dec. 31, 2021 USD ($)	Dec. 31, 2020 USD ($)	Dec. 30, 2019 USD ($)
Short-term Debt [Line Items]
Convertible promissory note					$ 644,000
Series A Redeemable Convertible Preferred Stock [Member]
Short-term Debt [Line Items]
Share price \| $ / shares	$ 1.893		$ 1.893
Convertible Promissory Notes 2019 [Member]
Short-term Debt [Line Items]
Debt face amount						$ 2,500,000
Debt instrument interest rate						6.00%
Convertible promissory note			$ 600,000
Interest on convertible debt			$ 100,000
Convertible Promissory Notes 2019 [Member] \| Series A Redeemable Convertible Preferred Stock [Member]
Short-term Debt [Line Items]
Conversion price per share	0.80
Convertible Promissory Notes 2020 [Member]
Short-term Debt [Line Items]
Debt face amount		$ 2,500,000
Debt instrument interest rate		3.00%
Convertible promissory note		$ 0
Debt maturity date		Oct. 31, 2020

BALANCE SHEET COMPONENTS

12 Months Ended

Dec. 31, 2021

Organization, Consolidation and Presentation of Financial Statements [Abstract]

BALANCE SHEET COMPONENTS

(4) BALANCE SHEET COMPONENTS

Prepaid Expenses and Other Current Assets

Prepaid expenses and other current assets consisted of the following (in thousands):

	2021		2020
	December 31,
	2021		2020
Prepaid research and development	$	5,233	$	42
Prepaid expenses		1,485		23
Other current assets		240		38
Total prepaid expenses and other current assets	$	6,958	$	103

Accrued and Other Current Liabilities

Accrued and other current liabilities consisted of the following (in thousands):

	2021		2020
	December 31,
	2021		2020
Accrued research and development	$	217	$	946
Accrued payroll and other employee benefits		790		192
Other		143		18
Total accrued and other current liabilities	$	1,150	$	1,156

COMMITMENTS AND CONTINGENCIES (Details Narrative)	1 Months Ended	12 Months Ended
COMMITMENTS AND CONTINGENCIES (Details Narrative)	Aug. 31, 2021 USD ($) ft²	Dec. 31, 2021 USD ($)	Dec. 31, 2020 USD ($)
Lessee, Lease, Description [Line Items]
Operating lease right of use asset		$ 542,000
Operating lease liability		574,000
Total operating lease expenses		$ 68,000
Waltham Lease [Member]
Lessee, Lease, Description [Line Items]
Area of land \| ft²	5,000
Operating lease term	3 years
Payment for rent	$ 18,000
Lease rent percentage	2.00%

COMMITMENTS AND CONTINGENCIES (Tables)

12 Months Ended

Dec. 31, 2021

Commitments and Contingencies Disclosure [Abstract]

SCHEDULE OF FUTURE MINIMUM ANNUAL LEASE PAYMENTS FOR OPERATING LEASES

As of December 31, 2021, the future minimum annual lease payments under the operating lease was as follows (in thousands):

2022	$	198
2023		221
2024		206
Total operating lease payments		625
Less: Amount representing interest		(51	)
Total operating lease liabilities	$	574

Weighted-average remaining lease term (in years)		3.0
Weighted-average incremental borrowing rate		6	%

BASIS OF PRESENTATION AND SIGNIFICANT ACCOUNTING POLICIES (Policies)

12 Months Ended

Dec. 31, 2021

Cash and Cash Equivalents

Basis of Presentation

(a)

Basis of Presentation

Reverse Stock Split

(b)

Reverse Stock Split

Use of Estimates

(c)

Use of Estimates

(d)

Cash and Cash Equivalents

Short-term Investments

(e)

Short-term Investments

Concentration of Credit Risk

(f)

Concentration of Credit Risk

Comprehensive Loss

(g)

Comprehensive Loss

Fair Value Measurements

(h)

Fair Value Measurements

Level 1: Observable inputs such as quoted prices in active markets.

Level 2: Inputs, other than the quoted prices in active markets that are observable either directly or indirectly.

Level 3: Unobservable inputs in which there is little or no market data, which require the reporting entity to develop its own assumptions.

Prepaid Expenses and Other Current Assets

(i)

Prepaid Expenses and Other Current Assets

Property and Equipment, Net

(j)

Property and Equipment, Net

Impairment of Long-lived Assets

(k)

Impairment of Long-lived Assets

Leases

(l)

Leases

Fair Value Option

(m)

Fair Value Option

Convertible Preferred Stock

(n)

Convertible Preferred Stock

Research and Development Expenses

(o)

Research and Development Expenses

Stock-Based Compensation

(p)

Stock-Based Compensation

Income Taxes

(q)

Income Taxes

Segment Reporting

(r)

Segment Reporting

Net Loss Per Share

(s)

Net Loss Per Share

The following table summarizes the Company’s net loss per share:

SCHEDULE OF NET LOSS PER SHARE

	Years Ended December 31,
	2021			2020
Numerator:
Net loss	$	(22,963	)	$	(9,611	)
Accretion of Series A redeemable convertible preferred stock to redemption value		(22	)		(153	)
Net loss available to common stockholders	$	(22,985	)	$	(9,764	)

Denominator:
Weighted-average common stock outstanding, basic and diluted		12,293,629			242,232
Net loss per share, basic and diluted	$	(1.87	)	$	(40.31	)

	December 31,
	2021		2020
Options to purchase common stock		3,454,374		229,105
Series Seed redeemable convertible preferred stock		-		1,287,825
Series A redeemable convertible preferred stock		-		2,089,341
		3,454,374		3,606,271

COMMITMENTS AND CONTINGENCIES

12 Months Ended

Dec. 31, 2021

Commitments and Contingencies Disclosure [Abstract]

COMMITMENTS AND CONTINGENCIES

(6) COMMITMENTS AND CONTINGENCIES

In August 2021, the Company entered into a lease agreement (the “Waltham Lease”) for approximately 5,000 square feet of office space in Waltham, Massachusetts for the Company’s corporate headquarters. The Waltham Lease has a term of thirty-nine months (“Lease Term”), unless extended or earlier terminated. The Company has the option to extend the Waltham Lease for one additional period of three years. The Lease Term had an initial abatement period, and the initial base rent payable is approximately $18,000 per month following the abatement period. The initial base rent payable will increase by approximately 2% per year over the Lease Term. The Waltham Lease commencement date was September 1, 2021.

As of December 31, 2021, the consolidated balance sheet includes an operating lease right-of-use asset of $0.5 million and operating lease liability of $0.6 million. The total operating lease expense under the Waltham Lease for the year ended December 31, 2021 was $68,000.

As of December 31, 2021, the future minimum annual lease payments under the operating lease was as follows (in thousands):

2022	$	198
2023		221
2024		206
Total operating lease payments		625
Less: Amount representing interest		(51	)
Total operating lease liabilities	$	574

Weighted-average remaining lease term (in years)		3.0
Weighted-average incremental borrowing rate		6	%

CONVERTIBLE PROMISSORY NOTES

12 Months Ended

Dec. 31, 2021

Debt Disclosure [Abstract]

CONVERTIBLE PROMISSORY NOTES

(5) CONVERTIBLE PROMISSORY NOTES

On December 30, 2019, the Company issued convertible promissory notes (the “2019 Notes”) totaling $2.5 million to RA Capital Healthcare Fund, L.P., Blackwell Partners LLC - Series A, and RA Capital Nexus Fund, L.P. (the “Holders”). The 2019 Notes accrued interest at a rate of 6% per annum and were payable at the demand of the Holders on or after the Maturity Date of December 30, 2021, subject to earlier conversion or repayment in the event of a qualified financing or a change of control, as defined in the convertible promissory notes agreement. Due to certain embedded features, the Company elected to account for the 2019 Notes and all their embedded features under the fair value option. The 2019 Notes were issued at fair value, as such no changes in fair value were recorded between December 30, 2019 and December 31, 2019. The 2019 Notes were converted into Series A redeemable convertible preferred stock in connection with the initial closing of Series A redeemable convertible preferred stock on August 5, 2020, with a conversion price of 80% of $1.893 per share (the “Series A Original Issue Price”). The Company recorded a change in fair value of $0.6 million for the period January 1, 2020 through conversion on August 5, 2020. In relation to the 2019 Notes, there was $0.1 million of interest expense for the period January 1, 2020 through conversion on August 5, 2020.

On July 13, 2020, the Company issued convertible promissory notes (the “2020 Notes”) totaling $2.5 million to the Holders. The 2020 Notes accrued interest at a rate of 3% per annum and were payable at the demand of the Holders on or after the Maturity Date of October 31, 2020. The 2020 Notes converted into Series A redeemable convertible preferred stock in association with the initial closing of Series A redeemable convertible preferred stock on August 5, 2020. The 2020 Notes were issued at fair value and converted at the Series A Original Issue Price, as such no changes in fair value were recorded with respect to the 2020 Notes. In relation to the 2020 Notes, there was no interest expense for the year ended December 31, 2020.

The entire disclosure for information about short-term and long-term debt arrangements, which includes amounts of borrowings under each line of credit, note payable, commercial paper issue, bonds indenture, debenture issue, own-share lending arrangements and any other contractual agreement to repay funds, and about the underlying arrangements, rationale for a classification as long-term, including repayment terms, interest rates, collateral provided, restrictions on use of assets and activities, whether or not in compliance with debt covenants, and other matters important to users of the financial statements, such as the effects of refinancing and noncompliance with debt covenants.

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Reference 2: http://www.xbrl.org/2003/role/disclosureRef
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Organization, Consolidation and Presentation of Financial Statements [Abstract]

Consolidated Statements of Redeemable Convertible Preferred Stock and Stockholders' Equity (Deficit) (Parenthetical) - USD ($) $ in Thousands	12 Months Ended
	Dec. 31, 2021	Dec. 31, 2020
Accretion of Series A redeemable convertible preferred stock	$ (22)	$ (153)
Preferred Stock [Member] \| Series A Redeemable Convertible Preferred Stock [Member]
Share price	$ 1.893	$ 1.893
Accretion of Series A redeemable convertible preferred stock	$ 22	$ 153

BALANCE SHEET COMPONENTS (Tables)

12 Months Ended

Dec. 31, 2021

SCHEDULE OF PREPAID EXPENSES AND OTHER CURRENT ASSETS

Prepaid expenses and other current assets consisted of the following (in thousands):

	2021		2020
	December 31,
	2021		2020
Prepaid research and development	$	5,233	$	42
Prepaid expenses		1,485		23
Other current assets		240		38
Total prepaid expenses and other current assets	$	6,958	$	103

SCHEDULE OF ACCRUED AND OTHER CURRENT LIABILITIES

Accrued and other current liabilities consisted of the following (in thousands):

	2021		2020
	December 31,
	2021		2020
Accrued research and development	$	217	$	946
Accrued payroll and other employee benefits		790		192
Other		143		18
Total accrued and other current liabilities	$	1,150	$	1,156

INCOME TAXES

12 Months Ended

Dec. 31, 2021

Income Tax Disclosure [Abstract]

INCOME TAXES

(10) INCOME TAXES

Significant components of the Company’s net deferred tax assets are as follows (in thousands):


	December 31,
	2021			2020
Deferred income tax assets:
NOL carryforwards	$	7,498		$	2,795
Research credit carryforwards		530			41
Other		615			49
Gross deferred tax assets		8,643			2,885
Less: valuation allowance		(8,517	)		(2,885	)
Total deferred tax assets		126			-

Deferred income tax liabilities:
Other		(126	)		-
Total deferred tax liabilities		(126	)		-

Net deferred tax assets (liabilities)	$	-		$	-

A reconciliation between the provision for income taxes and income taxes computed using the U.S. federal statutory corporate tax rate is as follows (in thousands):


	Years ended December 31,
	2021			2020
U.S. Federal statutory income tax rate	$	(4,821	)	$	(2,018	)
State taxes		(520	)		(89	)
Permanent and other differences		3			52
Convertible promissory notes		-			151
Stock-based compensation		115			10
Research and development credits		(392	)		-
Change in valuation allowance		5,618			1,894
Total tax provision	$	3		$	-

The Company had federal NOL carryforwards available of $32.6 million and $12.0 million as of December 31, 2021 and December 31, 2020, respectively, before consideration of limitations under Section 382 of the Internal Revenue Code or Section 382, as further described below. The NOL generated from 2018 onwards of $32.6 million will carryforward indefinitely and be available to offset up to 80% of future taxable income each year. Additionally, the Company had state NOL carryforwards available of $13.4 million and $7.3 million as of December 31, 2021 and December 31, 2020, respectively. The state NOLs may be used to offset future taxable income and will begin to expire in 2034. Additionally, as of December 31, 2021, the Company had federal and state research and development credit carryforwards available of $0.6 and $0.1 million as of December 31, 2021 and December 31, 2020 that will begin to expire in 2038.

The Company has established a full valuation allowance for its deferred tax assets due to uncertainties that preclude it from determining that it is more likely than not that the Company will be able to generate sufficient taxable income to realize such assets. Management assesses the available positive and negative evidence to estimate if sufficient future taxable income will be generated to utilize the existing deferred tax assets. A significant piece of objective negative evidence evaluated was the cumulative loss incurred since inception. Such objective evidence limits the ability to consider other subjective evidence such as the Company’s projections for future growth. Based on this evaluation, as of December 31, 2021 and December 31, 2020, a valuation allowance of $8.5 million and $2.9 million, respectively, has been recorded against all of the Company’s net deferred tax assets, as the Company has determined that none of the Company’s balance of net deferred tax assets is more likely than not to be realized. The amount of the deferred tax assets considered realizable, however, could be adjusted in the future if objective negative evidence in the form of cumulative losses is no longer present and additional weight may be given to subjective evidence, such as estimates of future taxable income during carryforward periods and the Company’s projections for growth.

The future utilization of the Company’s NOL and tax credit carryforwards to offset future taxable income may be subject to a substantial annual limitation as a result of changes in ownership by stockholders that hold 5% or more of the Company’s common stock. An assessment of such ownership changes under Section 382 and 383 was not completed through December 31, 2021. Utilization of our net operating loss and income tax credit carryforwards may be subject to a substantial annual limitation due to ownership changes that may have occurred or that could occur in the future. These ownership changes may limit the amount of the net operating loss and income tax credit carryover that can be utilized annually to offset future taxable income. The Company will examine the impact of any potential ownership changes in the future.


	Years ended December 31,
	2021		2020
Beginning balance of unrecognized tax benefits	$	276	$	-
Additions based on tax positions related to the current year		253		276
Ending balance of unrecognized tax benefits	$	529	$	276

The unrecognized tax benefit amounts are reflected in the determination of the Company’s deferred tax assets. If recognized, none of these amounts would affect the Company’s effective tax rate, since it would be offset by an equal corresponding adjustment in the deferred tax asset valuation allowance. The Company does not foresee material changes to its liability for uncertain tax benefits within the next twelve months.

The Company is subject to taxation in the United States and various states. The Company’s Federal and state returns are subject to examination, as 2018 was the first year of operations for the Company.

The entire disclosure for income taxes. Disclosures may include net deferred tax liability or asset recognized in an enterprise's statement of financial position, net change during the year in the total valuation allowance, approximate tax effect of each type of temporary difference and carryforward that gives rise to a significant portion of deferred tax liabilities and deferred tax assets, utilization of a tax carryback, and tax uncertainties information.

Reference 1: http://www.xbrl.org/2003/role/disclosureRef
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FAIR VALUE OF FINANCIAL INSTRUMENTS (Details Narrative) - USD ($) $ in Thousands	Dec. 31, 2021	Dec. 31, 2020
Fair Value, Investments, Entities that Calculate Net Asset Value Per Share [Line Items]
Cash		$ 4,600
Short term investment	$ 113,178
Short-term Investments [Member]
Fair Value, Investments, Entities that Calculate Net Asset Value Per Share [Line Items]
Accrued interest receivable	$ 100

SCHEDULE OF NET LOSS PER SHARE (Details) - USD ($) $ / shares in Units, $ in Thousands	12 Months Ended
	Dec. 31, 2021	Dec. 31, 2020
Net loss	$ (22,963)	$ (9,611)
Accretion of Series A redeemable convertible preferred stock to redemption value	22	153
Net loss available to common stockholders	$ (22,985)	$ (9,764)
Weighted-average common stock outstanding, basic and diluted	12,293,629	242,232
Net loss per share, basic and diluted	$ (1.87)	$ (40.31)
Series A Redeemable Convertible Preferred Stock [Member]
Accretion of Series A redeemable convertible preferred stock to redemption value	$ (22)	$ (153)

The portion of profit or loss for the period, net of income taxes, which is attributable to the parent.

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Amount, after deduction of tax, noncontrolling interests, dividends on preferred stock and participating securities; of income (loss) available to common shareholders.

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