v3.26.1
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
6 Months Ended
Jun. 30, 2026
Accounting Policies [Abstract]  
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

Note 2. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

 

Use of Estimates

 

The preparation of financial statements in conformity with GAAP in the U.S. requires management to make significant judgments and estimates 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. Management bases these significant judgments and estimates on historical experience and other assumptions it believes to be reasonable based upon information presently available. Actual results could differ from those estimates under different assumptions, judgments, or conditions.

 

Principles of Consolidation

 

The Company’s consolidated financial statements reflect its financial statements, those of its wholly owned subsidiaries, and certain variable interest entities where the Company is the primary beneficiary. The accompanying consolidated financial statements include all the accounts of the Company, its wholly owned subsidiaries, OncoSelect® Therapeutics, LLC and PPLS, and the variable interest entity, Village Oaks. All significant intercompany balances and transactions have been eliminated.

 

In determining whether the Company is the primary beneficiary of a variable interest entity, it applies a qualitative approach that determines whether it has both (1) the power to direct the economically significant activities of the entity and (2) the obligation to absorb losses of, or the right to receive benefits from, the entity that could potentially be significant to that entity. The Company continuously assesses whether it is the primary beneficiary of a variable interest entity as changes to existing relationships or future transactions may result in the Company consolidating or deconsolidating one or more of its collaborators or partners.

 

Cash and Cash Equivalents

 

For the purpose of the statement of cash flows, the Company considers all highly liquid investments with original maturities of three months or less at the time of purchase to be cash equivalents. Cash equivalents are stated at cost, which approximates market value, because of the short maturity of these instruments.

 

Concentration of Risk

 

The Company has significant cash balances at financial institutions which throughout the year regularly exceed the federally insured limit of $250,000. Any loss incurred or a lack of access to such funds could have a significant adverse impact on the Company’s financial condition, results of operations, and cash flow.

 

Advertising Expense

 

The Company expenses all advertising costs as incurred. Advertising expense was $192,859 and $171,822 for the six months ended June 30, 2026 and 2025, respectively, and $94,410 and $143,616 for the three months ended June 30, 2026 and 2025, respectively.

 

Loss Per Share

 

Basic loss per share is computed by dividing net loss attributable to Common Stockholders by the weighted-average number of shares of the Company’s Common Stock outstanding during the period. Diluted loss per share is computed by dividing net loss attributable to Common Stockholders by the sum of the weighted-average number of shares of Common Stock outstanding during the period and the weighted-average number of dilutive Common Stock equivalents outstanding during the period, using the treasury stock method. Dilutive Common Stock equivalents are comprised of in-the-money stock options, convertible notes payable, unvested restricted stock, and warrants based on the average stock price for each period using the treasury stock method.

 

 

The following potentially dilutive securities have been excluded from the computations of weighted-average shares of Common Stock outstanding as of June 30, 2026 and 2025, as they would be anti-dilutive:

 

   2026   2025 
   As of June 30, 
   2026   2025 
Shares underlying options outstanding   352,835    9,531 
Shares underlying convertible Preferred Stock   150,000     
Shares underlying warrants outstanding   1,833,894    429,029 
Shares underlying unvested restricted stock   3,859    14,348 
Anti-dilutive securities   2,340,588    452,908 

 

Revenue Recognition

 

To determine revenue recognition for the arrangements that the Company determines are within the scope of ASC 606, Revenue from Contracts with Customers, the Company performs the following five steps: (1) identify the contract(s) with a customer, (2) identify the performance obligations in the contract, (3) determine the transaction price, (4) allocate the transaction price to the performance obligations in the contract, and (5) recognize revenue when (or as) the entity satisfies a performance obligation.

 

PPLS generates three sources of revenue: (1) patient service fees, (2) histology service fees, and (3) medical director fees. The Company recognizes as revenue the amount that reflects the consideration to which it expects to be entitled in exchange for goods sold or services rendered primarily upon completion of the testing process (when results are reported) or when services have been rendered.

 

The Company follows a standard process, which considers historical denial and collection experience and other factors (including the period of time that the receivables have been outstanding), to estimate contractual allowances and implicit price concessions, recording adjustments in the current period as changes in estimates. The process for estimating revenues and the ultimate collection of accounts receivable involves significant judgment and estimation.

 

   2026   2025   2026   2025 
  

Six Months Ended

June 30,

  

Three Months Ended

June 30,

 
   2026   2025   2026   2025 
Patient service fees1  $2,326,352   $2,512,449   $1,244,142   $942,067 
Histology service fees   498,776    572,358    248,260    308,604 
Medical director fees   35,005    33,897    17,544    17,309 
Department of War observational studies   1,131             
Other revenues   842    4,376    633    1,503 
Total net revenue  $2,862,106   $3,123,080   $1,510,579   $1,269,483 

 

  1 Patient services fees include direct billing for CyPath® Lung diagnostic test of approximately $835,000 and $323,000 for the six months ended June 30, 2026 and 2025, respectively, and $474,000 and $153,000 for the three months ended June 30, 2026 and 2025, respectively.

 

Property and Equipment

 

In accordance with ASC 360-10, Accounting for the Impairment of Long-Lived Assets, the Company periodically reviews the carrying value of its long-lived assets, such as property, equipment, and definite-lived intangible assets, to test whether current events or circumstances indicate that such carrying value may not be recoverable. When evaluating assets for potential impairment, the Company compares the carrying value of the asset to its estimated undiscounted future cash flows. If an asset’s carrying value exceeds such estimated cash flows (undiscounted and with interest charges), the Company records an impairment charge for the difference. The Company did not record any impairment for the three and six months ended June 30, 2026, or for the fiscal year ended December 31, 2025.

 

Property and equipment are carried at cost, net of accumulated depreciation. Depreciation is computed using the straight-line method over the estimated useful life of the asset. Amortization of leasehold improvements is computed using the shorter of the lease term or estimated useful life of the asset. Additions and improvements are capitalized, while repairs and maintenance are expensed as incurred. Useful lives of each asset class are as follows:

 

Asset Category  Useful Life
Computer equipment  3-5 years
Computer software  3 years
Equipment  3-5 years
Furniture and fixtures  5-7 years
Vehicles  5 years
Leasehold improvements  Lesser of lease term or useful life

 

 

Intangible Assets

 

The Company’s acquisition of PPLS on September 18, 2023, identified goodwill and intangible assets. Goodwill represents the purchase price in excess of fair values assigned to the underlying identifiable net assets of the acquired business. The Company tests goodwill for impairment annually and, therefore, does not record amortization. The intangible assets and their respective useful lives are as follows: trade names and trademarks (18 years) and customer relationships (14 years). Intangible assets, net of accumulated amortization, are summarized as follows as of June 30, 2026, and December 31, 2025:

 

   June 30,
2026
   December 31,
2025
 
Cost          
Trade names and trademarks   150,000    150,000 
Customer relationships   700,000    700,000 
Cost   850,000    850,000 
Accumulated amortization          
Trade names and trademarks   (23,194)   (19,028)
Customer relationships   (139,167)   (114,166)
Accumulated amortization   (162,361)   (133,194)
           
Total finite-lived intangible assets, net   687,639    716,806 
           
Goodwill   1,404,486    1,404,486 

 

The Company incurred amortization of intangible assets of $29,167 for each of the six months ended June 30, 2026, and 2025, and $14,583 for each of the three months ended June 30, 2026, and 2025.

 

The estimated amortization expense related to amortizable intangible assets for each of the five succeeding fiscal years and thereafter as of June 30, 2026 is as follows:

 

      
2026  $29,167 
2027   58,333 
2028   58,333 
2029   58,333 
2030   58,333 
Thereafter   425,140 
Total  $687,639 

 

Recent Accounting Pronouncements

 

The Company continues to monitor new accounting pronouncements issued by the Financial Accounting Standards Board (“FASB”) and does not believe new accounting pronouncements issued through the date of this Quarterly Report will have a material impact on the Company’s condensed consolidated financial statements.

 

Segment Information

 

The Company is organized in two operating segments, Diagnostic Research and Development (“R&D”) and Laboratory Services, whereby its chief operating decision maker (“CODM”) uses operating income as the primary measure of segment profit or loss to assess performance and make resource allocation decisions, in addition to monitoring revenue growth and research and development progress. The CODM is the Chief Executive Officer.

 

Diagnostic R&D includes research and development and clinical development of diagnostic tests. Any revenues assigned to Diagnostic R&D are proceeds received from observational studies. Laboratory services include all the operations from Village Oaks and PPLS in addition to sales and marketing costs of CyPath® Lung from bioAffinity.

 

   2026   2025   2026   2025 
  

Three months ended

June 30,

  

Six months ended

June 30,

 
   2026   2025   2026   2025 
Net revenue:                    
Diagnostic R&D  $   $   $1,131   $ 
Laboratory services 1   1,510,579    1,269,483    2,860,975    3,123,080 
Total net revenue   1,510,579    1,269,483    2,862,106    3,123,080 
                     
Operating expenses:                    
Diagnostic R&D   (837,460)   (440,651)   (1,521,207)   (946,390)
Laboratory services   (1,787,865)   (1,646,471)   (3,620,457)   (3,914,127)
General corporate activities   (2,220,118)   (1,697,921)   (4,672,282)   (3,405,262)
Total operating loss   (3,334,864)   (2,515,560)   (6,951,840)   (5,142,699)
                     
Non-operating (expense), net   (31,218)   (1,516,243)   (44,852)   (1,540,826)
Net loss before income tax expense   (3,366,082)   (4,031,803)   (6,996,692)   (6,683,525)
Income tax expense       (28,984)       (37,679)
Net loss  $(3,366,082)  $(4,060,787)  $(6,996,692)  $(6,721,204)

 

1 The majority of the decrease versus the prior year is primarily due to discontinuing certain unprofitable pathology services to focus on CyPath® Lung and other high-margin services.

 

 

Research and Development

 

Research and development costs are charged to expense as incurred. The Company’s research and development expenses consist primarily of expenditures for laboratory operations, preclinical studies, compensation, and consulting costs.

 

Accrued Research and Development Costs

 

The Company records accrued liabilities for estimated costs of research and development activities conducted by service providers, which include preclinical studies. The Company records the estimated costs of research and development activities based upon the estimated amount of services provided but not yet invoiced and includes these costs in accrued expenses in the accompanying condensed consolidated balance sheets and within research and development expense in the accompanying condensed consolidated statements of operations.

 

The Company accrues for these costs based on factors such as estimates of the work completed and in accordance with agreements established with service providers. The Company makes significant judgments and estimates in determining the accrued expenses balance in each reporting period. As actual costs become known, the Company adjusts its accrued liabilities. The Company has not experienced any material differences between accrued costs and actual costs incurred since its inception.

 

Regulatory Matters

 

Regulations imposed by federal, state, and local authorities in the U.S. are a significant factor in providing medical care. In the U.S., drugs, biological products, and medical devices are regulated by the Federal Food, Drug, and Cosmetic Act (“FDCA”), which is administered by the Food and Drug Administration (“FDA”) and the Centers for Medicare and Medicaid Services (“CMS”). CyPath® Lung is commercially available as a laboratory developed test (“LDT”) offered by PPLS, the Company’s wholly owned clinical pathology laboratory, under the regulatory framework applicable to LDTs. PPLS is accredited by the College of American Pathologists (“CAP”) and certified under the Clinical Laboratory Improvement Amendments (“CLIA”).