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Note 4 - Investment in Equity Securities
12 Months Ended
Dec. 31, 2022
Notes to Financial Statements  
Investments in Non-marketable Equity Securities Disclosure [Text Block]

NOTE 4: INVESTMENT IN EQUITY SECURITIES 

 

On July 1, 2022, the Company entered into a letter agreement (the "Letter Agreement") with Dynamic Cell Therapies, Inc, a U.S. private company that is in the pre-clinical stage of developing novel Chimeric Antigen Receptor (CAR) T-cell therapies based on technology licensed from a leading U.S. cancer treatment and research institution. The Letter Agreement required that up until November 1, 2022, DCT would (i) negotiate exclusively with the Company for the Company to acquire DCT, and (ii) address certain matters related to personnel, operations and intellectual property. The Company paid $2,700 on  July 2, 2022 for the exclusive right to negotiate with DCT.  If by November 1, 2022, a definitive agreement was not reached for the Company to acquire DCT and a specific material adverse event had not occurred, the Company would pay an additional $2,000 for a preferred stock equity interest of 19.99% of the then outstanding total equity in DCT. On  December 23, 2022, the Company paid $2,000 to DCT. In total, the Company paid $4,700 to DCT and received Series Seed Preferred Shares representing approximately 19% of the post-investment outstanding shares of DCT.    

 

The Company reviewed its investment in DCT to determine whether or not the Company has a variable interest in DCT and whether DCT would meet the definition of a variable interest entity in accordance with Accounting Standards Codification (ASC) Topic 810, Consolidation. The Company determined that DCT was a variable interest entity, however, the Company is not the primary beneficiary and does not control DCT. The investment in DCT has been accounted for as an investment in equity securities on the consolidated balance sheet. For equity interests without a readily determinable fair value, an entity may elect to measure these investments at cost minus any impairment. The Company has elected to carry this investment in non-marketable securities at cost less any impairment in accordance with ASC 321 - Equity. At each reporting period, the Company will perform an assessment to determine if it still qualifies for this measurement alternative.

 

The Company considered qualitative impairment factors in determining if there were any signs of impairment. Specifically, the Company considered the adverse change in the general market condition of the industry in which DCT operates and concerns about the investee’s ability to continue as a going concern, due to negative cash flows from operations. Based on these impairment indicators, the Company performed a fair value measurement as of December 31, 2022. The resulting valuation concluded that the investment was not impaired, thus, no impairment has been recorded as of December 31, 2022. At each reporting period, the Company will continue to evaluate this investment for impairment and will continue to perform qualitative assessments considering potential impairment indicators.