Cover
Cover - shares | 6 Months Ended | |
Jun. 30, 2022 | Jul. 31, 2022 | |
Cover [Abstract] | ||
Document Type | 10-Q | |
Document Quarterly Report | true | |
Document Period End Date | Jun. 30, 2022 | |
Document Transition Report | false | |
Entity File Number | 001-40045 | |
Entity Registrant Name | NEXIMMUNE, INC. | |
Entity Incorporation, State or Country Code | DE | |
Entity Tax Identification Number | 42-2518457 | |
Entity Address, Address Line One | 9119 Gaither Road | |
Entity Address, City or Town | Gaithersburg, | |
Entity Address, State or Province | MD | |
Entity Address, Postal Zip Code | 20877 | |
City Area Code | 301 | |
Local Phone Number | 825-9810 | |
Title of 12(b) Security | Common Stock, $0.0001 par value per share | |
Trading Symbol | NEXI | |
Security Exchange Name | NASDAQ | |
Entity Current Reporting Status | Yes | |
Entity Interactive Data Current | Yes | |
Entity Filer Category | Non-accelerated Filer | |
Entity Small Business | true | |
Entity Emerging Growth Company | true | |
Entity Ex Transition Period | false | |
Entity Shell Company | false | |
Entity Common Stock, Shares Outstanding | 24,155,551 | |
Amendment Flag | false | |
Current Fiscal Year End Date | --12-31 | |
Document Fiscal Period Focus | Q2 | |
Document Fiscal Year Focus | 2022 | |
Entity Central Index Key | 0001538210 |
Balance Sheets
Balance Sheets - USD ($) | Jun. 30, 2022 | Dec. 31, 2021 |
Current assets: | ||
Cash and cash equivalents | $ 40,644,227 | $ 30,326,352 |
Marketable securities | 12,484,305 | 51,491,942 |
Restricted cash | 105,000 | 67,500 |
Prepaid expenses and other current assets | 6,355,781 | 4,394,916 |
Total current assets | 59,589,313 | 86,280,710 |
Property and equipment, net | 4,709,036 | 4,427,307 |
Operating lease right-of-use assets | 1,221,668 | 0 |
Other non-current assets | 146,013 | 324,099 |
Total assets | 65,666,030 | 91,032,116 |
Current liabilities: | ||
Accounts payable | 1,652,435 | 1,045,159 |
Accrued expenses | 6,871,039 | 6,170,709 |
Operating lease liabilities, current | 590,313 | 0 |
Total current liabilities | 9,113,787 | 7,215,868 |
Operating lease liabilities, net of current portion | 699,562 | 0 |
Deferred rent, net of current portion | 0 | 55,581 |
Total liabilities | 9,813,349 | 7,271,449 |
Commitments and contingencies | ||
Stockholders’ equity | ||
Common Stock, $0.0001 par value, 250,000,000 shares authorized as of June 30, 2022 and December 31, 2021; 22,893,551 and 22,828,904 shares issued and outstanding as of June 30, 2022 and December 31, 2021 | 2,289 | 2,283 |
Additional paid-in-capital | 214,486,976 | 211,498,827 |
Accumulated other comprehensive (loss) income | (9,335) | 3,012 |
Accumulated deficit | (158,627,249) | (127,743,455) |
Total stockholders’ equity | 55,852,681 | 83,760,667 |
Total liabilities and stockholders’ equity | $ 65,666,030 | $ 91,032,116 |
Balance Sheets (Parenthetical)
Balance Sheets (Parenthetical) - $ / shares | Jun. 30, 2022 | Dec. 31, 2021 |
Statement of Financial Position [Abstract] | ||
Common stock, par value (in dollars per share) | $ 0.0001 | $ 0.0001 |
Authorized common stock (in shares) | 250,000,000 | 250,000,000 |
Common stock, shares issued (in shares) | 22,893,551 | 22,828,904 |
Common stock, shares outstanding (in shares) | 22,893,551 | 22,828,904 |
Statements Of Operations
Statements Of Operations - USD ($) | 3 Months Ended | 6 Months Ended | ||
Jun. 30, 2022 | Jun. 30, 2021 | Jun. 30, 2022 | Jun. 30, 2021 | |
Income Statement [Abstract] | ||||
Revenue | $ 0 | $ 0 | $ 0 | $ 0 |
Operating expenses: | ||||
Research and development | 11,837,519 | 8,124,973 | 22,286,362 | 14,137,581 |
General and administrative | 4,088,445 | 4,038,050 | 8,693,124 | 8,095,642 |
Total operating expenses | 15,925,964 | 12,163,023 | 30,979,486 | 22,233,223 |
Loss from operations | (15,925,964) | (12,163,023) | (30,979,486) | (22,233,223) |
Other income (expense): | ||||
Interest income | 84,221 | 6,851 | 117,314 | 10,464 |
Change in fair value of derivative liability | 0 | 0 | 0 | 2,424,877 |
Interest expense | 0 | (101) | 0 | (904,220) |
Other expense | (19,046) | (25,974) | (21,622) | (26,696) |
Other income (expense) | 65,175 | (19,224) | 95,692 | 1,504,425 |
Net loss | (15,860,789) | (12,182,247) | (30,883,794) | (20,728,798) |
Accumulated dividends on Redeemable Convertible Preferred Stock | 0 | 0 | 0 | (377,562) |
Net loss attributable to common stockholders | $ (15,860,789) | $ (12,182,247) | $ (30,883,794) | $ (21,106,360) |
Basic net loss attributable to common stockholders per common share (in dollars per share) | $ (0.69) | $ (0.54) | $ (1.35) | $ (1.20) |
Diluted net loss attributable to common stockholders per common share (in dollars per share) | $ (0.69) | $ (0.54) | $ (1.35) | $ (1.20) |
Basic weighted average number of common shares outstanding (in shares) | 22,871,369 | 22,608,866 | 22,854,311 | 17,648,551 |
Diluted weighted-average number of common shares outstanding (in shares) | 22,871,369 | 22,608,866 | 22,854,311 | 17,648,551 |
Statements Of Comprehensive Los
Statements Of Comprehensive Loss - USD ($) | 3 Months Ended | 6 Months Ended | ||
Jun. 30, 2022 | Jun. 30, 2021 | Jun. 30, 2022 | Jun. 30, 2021 | |
Statement of Comprehensive Income [Abstract] | ||||
Net loss | $ (15,860,789) | $ (12,182,247) | $ (30,883,794) | $ (20,728,798) |
Other comprehensive loss: | ||||
Unrealized gain (loss) on available-for-sale marketable securities, net of tax | 11,243 | (2,917) | (12,347) | (2,917) |
Comprehensive loss | $ (15,849,546) | $ (12,185,164) | $ (30,896,141) | $ (20,731,715) |
Statements Of Changes In Redeem
Statements Of Changes In Redeemable Convertible Preferred Stock And Stockholders' Equity - USD ($) | Total | Cumulative effect of adoption of accounting standard | Series A Redeemable Convertible Preferred Stock | Series A-2 Redeemable Convertible Preferred Stock | Series A-3 Redeemable Convertible Preferred Stock | Common Stock | Additional Paid-in Capital | Additional Paid-in Capital Cumulative effect of adoption of accounting standard | Accumulated Deficit | Accumulated Deficit Cumulative effect of adoption of accounting standard | Accumulated Other Comprehensive Income/ (Loss) |
Balance (in shares) at Dec. 31, 2020 | 121,735,303 | 22,047,361 | 31,209,734 | 1,256,609 | |||||||
Balance at Dec. 31, 2020 | $ (69,374,941) | $ (1,537,274) | $ 35,047,435 | $ 7,685,865 | $ 10,887,449 | $ 126 | $ 8,206,938 | $ (2,277,332) | $ (77,582,005) | $ 740,058 | $ 0 |
Exercise of stock options (in shares) | 113,801 | ||||||||||
Exercise of stock options | 446,855 | $ 12 | 446,843 | ||||||||
Stock-based compensation | 2,680,925 | 2,680,925 | |||||||||
Issuance of Series A redeemable preferred stock upon exercise of warrants (in shares) | 145,000 | ||||||||||
Issuance of Series A redeemable preferred stock upon exercise of warrants | 0 | $ 1,450 | |||||||||
Conversion of preferred stock into common stock, Temporary equity (in shares) | (121,880,303) | (22,047,361) | (31,209,734) | ||||||||
Conversion of preferred stock into common stock | $ (35,048,885) | $ (7,685,865) | $ (10,887,449) | ||||||||
Conversion of preferred stock into common stock (in shares) | 10,144,041 | ||||||||||
Conversion of preferred stock into common stock | 53,622,199 | $ 1,014 | 53,621,185 | ||||||||
Conversion of convertible debt into common stock (in shares) | 3,669,010 | ||||||||||
Conversion of convertible debt into common stock | 30,252,056 | $ 367 | 30,251,689 | ||||||||
Issuance of common stock in connection with the initial public offering. net of transaction costs (in shares) | 7,441,650 | ||||||||||
Issuance of common stock in connection with the initial public offering. net of transaction costs | 114,551,315 | $ 744 | 114,550,571 | ||||||||
Exercise of warrants (in shares) | 2,896 | ||||||||||
Change in unrealized loss on marketable available-for-sale securities | (2,917) | (2,917) | |||||||||
Net loss | (20,728,798) | (20,728,798) | |||||||||
Balance (in shares) at Jun. 30, 2021 | 0 | 0 | 0 | 22,628,007 | |||||||
Balance at Jun. 30, 2021 | 109,909,420 | $ 0 | $ 0 | $ 0 | $ 2,263 | 207,480,819 | (97,570,745) | (2,917) | |||
Balance (in shares) at Mar. 31, 2021 | 22,579,219 | ||||||||||
Balance at Mar. 31, 2021 | 120,461,331 | $ 2,258 | 205,847,571 | (85,388,498) | 0 | ||||||
Exercise of stock options (in shares) | 48,788 | ||||||||||
Exercise of stock options | 149,772 | $ 5 | 149,767 | ||||||||
Stock-based compensation | 1,483,481 | 1,483,481 | |||||||||
Change in unrealized loss on marketable available-for-sale securities | (2,917) | (2,917) | |||||||||
Net loss | (12,182,247) | (12,182,247) | |||||||||
Balance (in shares) at Jun. 30, 2021 | 0 | 0 | 0 | 22,628,007 | |||||||
Balance at Jun. 30, 2021 | 109,909,420 | $ 0 | $ 0 | $ 0 | $ 2,263 | 207,480,819 | (97,570,745) | (2,917) | |||
Balance (in shares) at Dec. 31, 2021 | 0 | 0 | 0 | 22,828,904 | |||||||
Balance at Dec. 31, 2021 | $ 83,760,667 | $ 0 | $ 0 | $ 0 | $ 2,283 | 211,498,827 | $ (2,300,000) | (127,743,455) | $ 700,000 | 3,012 | |
Exercise of stock options (in shares) | 362,886 | 12,890 | |||||||||
Exercise of stock options | $ 33,255 | $ 1 | 33,254 | ||||||||
Stock-based compensation | 2,954,900 | 2,954,900 | |||||||||
Cashless exercise of options for common stock (in shares) | 51,757 | ||||||||||
Cashless exercise of options for common stock | 0 | $ 5 | (5) | ||||||||
Change in unrealized loss on marketable available-for-sale securities | (12,347) | (12,347) | |||||||||
Net loss | (30,883,794) | (30,883,794) | |||||||||
Balance (in shares) at Jun. 30, 2022 | 0 | 0 | 0 | 22,893,551 | |||||||
Balance at Jun. 30, 2022 | 55,852,681 | $ 0 | $ 0 | $ 0 | $ 2,289 | 214,486,976 | (158,627,249) | (9,335) | |||
Balance (in shares) at Mar. 31, 2022 | 22,841,794 | ||||||||||
Balance at Mar. 31, 2022 | 70,393,179 | $ 2,284 | 213,177,933 | (142,766,460) | (20,578) | ||||||
Stock-based compensation | 1,309,048 | 1,309,048 | |||||||||
Cashless exercise of options for common stock (in shares) | 51,757 | ||||||||||
Cashless exercise of options for common stock | 0 | $ 5 | (5) | ||||||||
Change in unrealized loss on marketable available-for-sale securities | 11,243 | 11,243 | |||||||||
Net loss | (15,860,789) | (15,860,789) | |||||||||
Balance (in shares) at Jun. 30, 2022 | 0 | 0 | 0 | 22,893,551 | |||||||
Balance at Jun. 30, 2022 | $ 55,852,681 | $ 0 | $ 0 | $ 0 | $ 2,289 | $ 214,486,976 | $ (158,627,249) | $ (9,335) |
Statements Of Cash Flows
Statements Of Cash Flows - USD ($) | 6 Months Ended | |
Jun. 30, 2022 | Jun. 30, 2021 | |
Cash flows from operating activities | ||
Net loss | $ (30,883,794) | $ (20,728,798) |
Adjustments to reconcile net loss to net cash used in operating activities: | ||
Depreciation and amortization | 469,829 | 393,875 |
Accretion income on available-for-sale marketable securities, net | 5,229 | 0 |
Loss (gain) on asset disposal | 5,145 | (464) |
Stock-based compensation | 2,954,900 | 2,680,925 |
Non-cash lease expense | 245,917 | 0 |
Non-cash interest expense | 0 | 903,919 |
Change in fair value of derivative liability | 0 | (2,424,877) |
Changes in operating assets and liabilities: | ||
Prepaid expenses and other assets | (1,782,778) | (5,985,891) |
Accounts payable | 286,999 | 172,566 |
Accrued expenses, deferred rent and other | 732,331 | 219,163 |
Operating lease liabilities | (233,292) | 0 |
Net cash used in operating activities | (28,199,514) | (24,769,582) |
Cash flows from investing activities | ||
Purchase of property and equipment | (468,426) | (1,634,586) |
Proceeds from disposal of equipment | 0 | 464 |
Purchase of marketable securities | (21,509,940) | (38,981,461) |
Proceeds from maturities of available-for-sale marketable securities | 59,000,000 | 0 |
Proceeds from redemption of available-for-sale marketable securities | 1,500,000 | 0 |
Net cash provided by (used in) investing activities | 38,521,634 | (40,615,583) |
Cash flows from financing activities | ||
Proceeds from initial public offering, net of transaction costs | 0 | 114,721,518 |
Proceeds from the exercise of stock options | 33,255 | 446,855 |
Proceeds from the exercise of warrants | 0 | 1,450 |
Principal payments on capital leases | 0 | (10,524) |
Proceeds from the issuance of convertible notes from related parties | 0 | 56,500 |
Proceeds from the issuance of convertible notes | 0 | 8,974,980 |
Issuance costs associated with convertible notes | 0 | (20,587) |
Net cash provided by financing activities | 33,255 | 124,170,192 |
Net increase in cash, cash equivalents and restricted cash | 10,355,375 | 58,785,027 |
Net cash, cash equivalents and restricted cash at beginning of period | 30,393,852 | 5,098,579 |
Net cash, cash equivalents and restricted cash at end of period | 40,749,227 | 63,883,606 |
Supplemental disclosure of cash flow information: | ||
Cash paid during the year for interest | 0 | 300 |
Supplemental disclosure of noncash investing and financing activities: | ||
Property and equipment purchases included in accounts payable and accrued expenses | $ 375,118 | $ 80,905 |
Nature of the Business
Nature of the Business | 6 Months Ended |
Jun. 30, 2022 | |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | |
Nature of the Business | Nature of the Business NexImmune, Inc. (“Company”, “we”, “us” or “NexImmune”), a Delaware corporation headquartered in Gaithersburg, Maryland, was incorporated on June 7, 2011. The Company is an emerging biopharmaceutical company advancing a new generation of immunotherapies based on its proprietary Artificial Immune Modulation, or AIM TM , technology. The AIM nanotechnology platform, originally developed at Johns Hopkins University, is the foundation for an innovative approach to immunotherapy in which the body’s own immune system is stimulated to orchestrate a targeted T cell response against a disease. Central to the AIM technology are AIM nanoparticles, which act as synthetic dendritic cells. These AIM nanoparticles can be programmed to present specific antigens and co-stimulatory signals to specific T cells, generating an immune response that can be directed toward any foreign substance or cell type in a patient’s body. The Company’s first two products, both for the treatment of different types of cancer, entered clinical trials in 2020. Data is expected to be generated throughout 2022 from these trials and the Company will share this data in the appropriate scientific forums. Going Concern Financial Accounting Standards Board ("FASB") Accounting Standards Codification ("ASC") Topic 205-40, Presentation of Financial Statements - Going Concern ("ASC 205-40"), requires management to assess the Company’s ability to continue as a going concern for one year after the date the financial statements are issued. Under ASC 205-40, management has the responsibility to evaluate whether conditions and/or events raise substantial doubt about the Company’s ability to meet future financial obligations as they become due within one year after the date that the financial statements are issued. As required by this standard, management’s evaluation shall initially not take into consideration the potential mitigating effects of management’s plans that have not been fully implemented as of the date the financial statements are issued. The accompanying financial statements have been prepared on a going concern basis, which contemplates the realization of assets and the satisfaction of liabilities in the normal course of business. The Company has incurred recurring operating losses and negative cash flows from operations . The financial statements do not include any adjustments relating to the realization of the carrying value of assets or the amounts and classification of liabilities that might be necessary should we be unable to continue as a going concern. As of June 30, 2022, the Company had an accumulated deficit of $158.6 million, negative cash flows from operating activities for the period ended June 30, 2022, and significant ongoing research and development expenses. While we have no outstanding debt and $53.1 million in cash, cash equivalents, and marketable securities as of June 30, 2022, the Company expects its negative cash flows from operating activities to continue and thus has determined that its losses and negative cash flows from operations and uncertainty in generating sufficient cash to meet our obligations and sustain our operations raise substantial doubt about the Company’s ability to continue as a going concern for at least one year from the issuance date of these financial statements. As our research and development activities mature and develop over the next year, the Company will likely require substantial funds to continue such activities, depending upon events that are difficult to predict at this time. In this regard, management plans to raise additional capital through financing activities that may include public offerings and private placements of our common stock, preferred stock offerings, collaborations and licensing arrangements and issuances of debt and convertible debt instruments. In the absence of additional capital, the Company plans to strategically manage its uncommitted spend, execute its priorities and implement cost saving measures to reduce research and development and general and administrative expenditures which could include minimizing staff costs and delaying or terminating manufacturing and clinical trial costs. There are inherent uncertainties associated with fundraising activities and activities to manage our uncommitted spending and the successful execution of these activities may not be within the Company’s control. There are no assurances that such additional funding will be obtained and that the Company will succeed in its future operations. If the Company cannot successfully raise additional capital and implement its strategic development plan, its liquidity, financial condition and business prospects will be materially and adversely affected. The Company is continually looking into further capital planning and the evaluation of strategic alternatives. There is substantial doubt about the Company’s ability to continue as a going concern. |
Basis of Presentation
Basis of Presentation | 6 Months Ended |
Jun. 30, 2022 | |
Accounting Policies [Abstract] | |
Basis of Presentation | Basis of PresentationThe accompanying unaudited financial statements were prepared in accordance with the rules and regulations of the U.S. Securities and Exchange Commission (“SEC”) for interim financial information. Accordingly, they do not include all of the information required by U.S. generally accepted accounting principles (“GAAP”) for complete financial statements. Any reference in these notes to applicable guidance is meant to refer to the authoritative GAAP as found in the ASC and Accounting Standards Updates (“ASU”) of the FASB. These financial statements should be read in conjunction with our audited financial statements and the accompanying notes to our financial statements contained in our Annual Report on Form 10-K for the year ended December 31, 2021, as filed with the SEC on March 9, 2022. In management’s opinion, the accompanying financial statements contain all adjustments, including normal, recurring adjustments, necessary to fairly present our financial position as of June 30, 2022 and December 31, 2021, and our statements of operations and comprehensive loss, statements of changes in redeemable convertible preferred stock and stockholders’ equity (deficit), and statements of cash flows for the three and six month periods ended June 30, 2022 and 2021. Interim results are not necessarily indicative of results for an entire year. Recent Accounting Standards and Pronouncements Recently Adopted In February 2016, the FASB issued ASU No. 2016-02, Leases ( Topic 842 ), as subsequently amended (collectively “ASC 842”). The guidance amends the existing accounting standards for lease accounting, including requirements for lessees to recognize assets and liabilities related to long-term leases on the balance sheet and expanding disclosure requirements regarding leasing arrangements. Leases will be classified as finance or operating, with classification affecting the pattern and classification of expense recognition in the income statement. In July 2018, the FASB issued additional guidance, which offers a transition option to entities adopting ASC 842 in which entities can elect to apply the new guidance using a modified retrospective approach at the beginning of the year in which the new lease standard is adopted. In November 2019, the FASB issued ASU 2019-10 deferring the effective date for private entities for fiscal years beginning after December 15, 2020 and interim periods within fiscal years beginning after December 15, 2021. In June 2020, the FASB issued ASU 2020-05 which further defers the effective date for private entities for fiscal years beginning after December 15, 2021 and interim periods within fiscal years beginning after December 15, 2022. As an emerging growth company ("EGC"), the Company adopted the new leasing guidance effective January 1, 2022 utilizing the modified retrospective approach that uses the effective date as the initial date of application whereby financial information for prior periods presented before the ASC 842 effective date will not be updated. ASC 842 provides a number of optional practical expedients in transition. By applying the ‘package of practical expedients’ permitted under the transition guidance, the Company is not required to reassess i) whether existing or expired arrangements contain a lease, ii) the lease classification of existing or expired leases, or iii) whether previous initial direct costs would qualify for capitalization under the new lease standard. The Company completed its evaluation and recognized $1.5 million in operating right-of-use assets and $0.6 million and $1.0 million in operating lease liabilities, current and non-current, respectively, on January 1, 2022. The Adoption of ASC 842 did not have a material impact on the Company’s Statements of Operations and Statements of Cash Flows. Not Yet Adopted In June 2016, the FASB issued ASU 2016-13, Financial Instruments – Credit Losses (Topic 326) , which modifies the measurement of expected credit losses on certain financial instruments ("ASU 2016-13"). In addition, for available-for-sale debt securities, the standard eliminates the concept of other-than-temporary impairment and requires the recognition of an allowance for credit losses rather than reductions in the amortized cost of the securities. The standard is effective for fiscal year beginning after December 15, 2022, and interim periods beginning after December 15, 2022 and requires a modified-retrospective approach with a cumulative-effect adjustment to retained earnings as of the beginning of the first reporting period. Early adoption is permitted. Based on the composition of the Company’s investment portfolio, current market conditions and historical credit loss activity, the adoption of ASU 2016-13 is not expected to have a material impact on its financial position, results of operations or the related disclosures. |
Cash and Cash Equivalents, Rest
Cash and Cash Equivalents, Restricted cash, and Marketable Securities | 6 Months Ended |
Jun. 30, 2022 | |
Cash, Cash Equivalents, Restricted Cash and Restricted Cash Equivalents [Abstract] | |
Cash and Cash Equivalents, Restricted cash, and Marketable Securities | Cash and Cash Equivalents, Restricted Cash, and Marketable Securities The following table presents the Company’s cash, cash equivalents and restricted cash as of June 30, 2022 and December 31, 2021: June 30, 2022 December 31, 2021 Recurring Fair Cash and cash equivalents: Cash $ 6,010,083 $ 2,702,393 Money market funds 20,677,014 22,124,003 Level 1 Fixed income debt securities 13,957,130 5,499,956 Level 2 Total cash and cash equivalents 40,644,227 30,326,352 Restricted cash 105,000 67,500 Total cash, cash equivalents, and restricted cash $ 40,749,227 $ 30,393,852 The Company considers all investments in highly liquid financial instruments with an original maturity of ninety days or less at the date of purchase to be cash equivalents. Cash equivalents are stated at amortized cost, plus accrued interest, which approximates fair value. Amounts included in restricted cash represent those required as collateral on corporate credit cards. Marketable Securities Marketable securities consist of fixed-income debt securities with an original maturity in excess of ninety days. These investments are classified as available-for-sale and are carried at fair value. Unrealized gains and losses, net of taxes, are reported as a component of other comprehensive income or loss. Realized gains and losses are reported as other income (expense) within the statement of operations. The specific identification method is used to determine the cost basis of the marketable securities sold. There were no realized gains or losses on the sale of marketable securities for the three and six month ended periods ended June 30, 2022 and 2021. The Company regularly monitors and evaluates the fair value of its investments to identify other-than-temporary declines in value. The Company determined that any decline in fair value of these investments is temporary as the Company does not intend to sell these securities and it is not likely that the Company will be required to sell the securities before the recovery of their amortized cost basis. As of June 30, 2022 and December 31, 2021, the Company’s marketable securities consisted of only fixed-income securities that mature within one year. The amortized cost and estimated fair value of these securities amounted to $12.5 million and $51.5 million as of June 30, 2022 and December 31, 2021, respectively. The gross unrealized gains and losses on these marketable securities were not material as of June 30, 2022 and December 31, 2021. All marketable securities are measured as Level 2 investments. |
Fair Value Measurements
Fair Value Measurements | 6 Months Ended |
Jun. 30, 2022 | |
Fair Value Disclosures [Abstract] | |
Fair Value Measurements | Fair Value Measurements The Company’s financial instruments include cash, cash equivalents, marketable securities, accounts payable, accrued expenses, convertible notes and derivative liabilities. The fair values of the cash, cash equivalents, accounts payable and accrued expenses approximated their carrying values as of June 30, 2022 and December 31, 2021 due to their short-term maturities. The Convertible Notes as discussed in Note 9 contained embedded derivative features that were required to be bifurcated and remeasured to fair value at each reporting period while those instruments were outstanding. The Company accounts for recurring and nonrecurring fair value measurements in accordance with ASC 820, Fair Value Measurements (“ASC 820”). ASC 820 defines fair value, establishes a fair value hierarchy for assets and liabilities measured at fair value, and requires expanded disclosures about fair value measurements. The ASC hierarchy ranks the quality of reliability of inputs, or assumptions, used in the determination of fair value, and requires assets and liabilities carried at fair value to be classified and disclosed in one of the following three categories: Level 1 - Fair value is determined by using unadjusted quoted prices that are available in active markets for identical assets and liabilities. Level 2 - Fair value is determined by using inputs, other than Level 1 quoted prices that are directly and indirectly observable. Inputs can include quoted prices for similar assets and liabilities in active markets or quoted prices for identical assets and liabilities in inactive markets. Related inputs can also include those used in valuation or other pricing models that can be corroborated by observable market data. Level 3 - Fair value is determined by inputs that are unobservable and not corroborated by market data. Use of these inputs involves significant judgments to be made by a reporting entity. In instances where the determination of the fair value measurement is based on inputs from different levels of fair value hierarchy, the fair value measurement will fall within the lowest level input that is significant to the fair value measurement in its entirety. The Company periodically evaluates financial assets and liabilities subject to fair value measurements to determine the appropriate level at which to classify them each reporting period. This determination requires the Company to make judgments as to the significance of inputs used in determining fair value and where such inputs lie within the ASC 820 hierarchy. There were no Level 3 recurring fair value measurements as of June 30, 2022 and December 31, 2021. The following table represents the Company’s fair value hierarchy for its financial assets measured at fair value on a recurring basis: June 30, 2022 December 31, 2021 Level 1 Level 2 Level 3 Level 1 Level 2 Level 3 Assets Money market funds $ 20,677,014 $ — $ — $ 22,124,003 $ — $ — Fixed income debt securities — 26,441,435 — — 56,991,897 — $ 20,677,014 $ 26,441,435 $ — $ 22,124,003 $ 56,991,897 $ — |
Prepaid Expenses and Other Curr
Prepaid Expenses and Other Current Assets | 6 Months Ended |
Jun. 30, 2022 | |
Deferred Costs, Capitalized, Prepaid, and Other Assets Disclosure [Abstract] | |
Prepaid Expenses and Other Current Assets | Prepaid Expenses and Other Current Assets Prepaid expenses and other current assets consist of the following at June 30, 2022 and December 31, 2021: June 30, December 31, Prepaid research and development expenses $ 3,913,124 $ 3,375,388 Prepaid maintenance agreements 141,001 132,104 Prepaid insurance 1,872,428 479,393 Prepaid other 358,832 308,842 Other current assets 70,396 99,189 Total prepaid expenses and other current assets $ 6,355,781 $ 4,394,916 |
Property and Equipment
Property and Equipment | 6 Months Ended |
Jun. 30, 2022 | |
Property, Plant and Equipment [Abstract] | |
Property and Equipment | Property and Equipment Property and equipment consist of the following at June 30, 2022 and December 31, 2021: June 30, December 31, Laboratory equipment $ 6,604,817 $ 5,943,501 Computer equipment and software 516,974 486,822 Furniture and fixtures 47,877 47,877 Leasehold improvements 282,782 230,148 7,452,450 6,708,348 Less accumulated depreciation and amortization (2,743,414) (2,281,041) Total Property and equipment, net $ 4,709,036 $ 4,427,307 Depreciation and amortization expense was $0.2 million for each of the three months ended June 30, 2022 and 2021, and $0.5 million and $0.4 million for the six months ended June 30, 2022 and 2021, respectively. Laboratory equipment includes $0.7 million in equipment received but not yet placed into service as of June 30, 2022. |
Accrued Expenses
Accrued Expenses | 6 Months Ended |
Jun. 30, 2022 | |
Payables and Accruals [Abstract] | |
Accrued Expenses | Accrued Expenses A summary of the components of accrued expenses is as follows as of June 30, 2022 and December 31, 2021: June 30, December 31, Accrued research and development costs $ 4,056,540 $ 2,611,380 Accrued salaries, benefits and related expenses 2,350,068 3,143,602 Accrued professional fees 291,159 384,254 Other accrued expenses 173,272 31,473 Total accrued expenses $ 6,871,039 $ 6,170,709 |
Commitments and Contingencies
Commitments and Contingencies | 6 Months Ended |
Jun. 30, 2022 | |
Commitments and Contingencies Disclosure [Abstract] | |
Commitments and Contingencies | Commitments and Contingencies Maryland Biotechnology Center Grant The Company entered into a Translational Research Award Agreement effective May 23, 2012 with the Department of Business & Economic Development with the State of Maryland, Maryland Biotechnology Center (“MBC”). The mission of MBC is to integrate entrepreneurial strategies to stimulate the transformation of scientific discovery and intellectual assets into capital formation and business development. Under the agreement and as amended in 2013, MBC provided $325,000 to NexImmune for research on its artificial artificial Antigen Presenting Cell ("aAPC") for cancer immunotherapy. The Company must repay the funds through annual payments calculated at 3% of annual revenues for the preceding year. Payments shall continue for 10 years after the first payment date and may total up to 200% of the total grant amount. The end date of the agreement is defined as January 31, 2024, or when any and all repayments due to MBC have been made. If the Company does not earn any revenue, the grant does not need to be repaid. Through June 30, 2022, no revenue has been recorded, therefore, no payments to MBC are due. Johns Hopkins University Exclusive License Agreement The Company entered into an Exclusive License Agreement with Johns Hopkins University (“JHU”) effective June 2011, which was amended and restated in January 2017, referred to as the A&R JHU License Agreement, under which there are license fees, royalties, and milestone payments. As part of the agreement, the Company acquired a perpetual, exclusive license from JHU covering its invention related to Antigen Specific T cells. JHU was also entitled to milestone fees of $75,000 in connection with clinical trial milestones. For the first licensed product or licensed service in the therapeutic field, the Company may be required to pay JHU additional aggregate milestone fees of $1.6 million for clinical and regulatory milestone fees. The Company may be required to pay JHU reduced milestone fees for the second and third licensed products or licensed services in the therapeutic field in connection with clinical and regulatory milestones. In the diagnostic field, the Company may be required to pay JHU aggregate milestone fees of $0.4 million for the first licensed product, or licensed service and reduced milestone fees for the second and third licensed products, or licensed services in connection with regulatory and commercial milestones. The Company may be required to pay JHU aggregate milestone fees of $100,000 for commercial milestones for the first licensed product or licensed service in the non-clinical field. In the aggregate, the Company may be required to pay JHU additional milestone fees of up to $4.2 million for all clinical, regulatory and commercial milestones for all licensed products or licensed services in the therapeutic field, the diagnostic field and the non-clinical field. The Company may also be required to pay royalties in the low to upper mid-single digits on net sales of therapeutic products, diagnostic products and non-clinical products. The Company may also be required to pay royalties in the low to upper single digits on net sales of licensed services in therapeutic products, diagnostic products and non-clinical products . The Company is required to make minimum annual royalty payments of $100,000 to JHU under the A&R JHU License Agreement. The Company may also be required to pay JHU a low double digit percentage not to exceed 15%, of any non-royalty sublicense consideration the Company receives. The Company will record a liability when such events become probable of occurring. The Company has not reached any of the milestones or transacted its first commercial sale as of June 30, 2022. The Company must make minimum royalty payments, which began upon the fourth anniversary of the agreement and upon every anniversary thereafter during the term of the agreement, which offset future royalties per above owed to JHU. The Company has incurred $475,000 in cumulative minimum royalties from inception. Future annual minimum royalties consist of $100,000 due each year during the remaining term of the A&R JHU License Agreement. The Company records milestones, royalties and minimum royalties at the time when payments become probable. During each of the three and six months ended June 30, 2022 and 2021, the Company incurred $25,000 and $50,000, respectively, related to minimum royalties owed, included in research and development expenses on the accompanying statement of operations. The Company has accrued royalties of $100,000 as of June 30, 2022 and $50,000 as of December 31, 2021. Paycheck Protection Program Loan On April 23, 2020, the Company applied for an unsecured $843,619 loan under the Paycheck Protection Program (“PPP Loan”). The Paycheck Protection Program (or “PPP”) was established under the Coronavirus Aid, Relief, and Economic Security Act (“CARES Act”) and is administered by the U.S. Small Business Administration (“SBA”). On May 1, 2020, the PPP Loan was approved and funded. The Company entered into a promissory note of $843,619, which was recorded within other current liabilities in the accompanying balance sheet. The Company treated the PPP Loan as debt under ASC 470. The use of loan proceeds was required to be used for payroll costs, payment of interest on covered mortgage obligations, rent and utility costs over either an eight-week or 24-week period, at the Company’s option. The Company submitted the PPP Loan forgiveness application to the SBA in March 2021 and received full forgiveness of the $843,619 PPP Loan in July 2021. The Company did not carry a PPP loan balance as of June 30, 2022 and December 31, 2021. Contingencies From time to time, the Company may be subject to various litigation and related matters arising in the ordinary course of business. The Company records a provision for a liability when it believes that it is both probable that a liability has been incurred and the amount can be reasonably estimated. Significant judgment is required to determine both probability and the estimated amount. As of June 30, 2022 and December 31, 2021, the Company was not involved in any material legal proceedings. |
Convertible Notes
Convertible Notes | 6 Months Ended |
Jun. 30, 2022 | |
Debt Disclosure [Abstract] | |
Convertible Notes | Convertible Notes In April 2020, the Company entered into Convertible Note Purchase Agreement (“Agreement”) for the sale of up to $15,000,000 of convertible promissory notes with 6% interest rate (“Convertible Notes”). The Agreement specified an initial closing date of April 23, 2020 and allowed additional closings within 90 days of the initial closing. The Convertible Notes were scheduled to mature on April 23, 2021. The terms of the Convertible Notes require a mandatory conversion upon certain qualified financing events (“Mandatory Conversion”) and allowed for conversion at the option of the holder upon certain non-qualified financing events (“Optional Conversion 1”). Upon Mandatory Conversion and Optional Conversion 1, the outstanding principal amount and all accrued and unpaid interest would automatically convert into the Company’s preferred stock of the same series issued in such equity financing and will be equal to the number of preferred stock obtained by dividing (a) all principal and accrued but unpaid interest under such Convertible Note by (b) the price per share paid by the other purchasers of the preferred stock sold in such equity financing multiplied by 80%. If the Mandatory Conversion and Optional Conversion 1 did not occur by the maturity date, the outstanding principal amount plus all accrued and unpaid interest would be converted at the option of the holder into Company’s common stock at the price per share obtained by dividing $85.0 million by the Company’s fully-diluted capitalization (“Optional Conversion 2”). If the Company (i) consummates a change in control or (ii) the Company’s common stock becomes publicly listed on a stock exchange, the outstanding principal amount plus all accrued and unpaid interest would automatically convert into shares of the Company’s most senior series of capital stock outstanding at the time of such change in control or public listing, at a price equal to the lower of (a) 90% of the price per share paid by the purchasers of such stock in such a transaction and (b) the price per share obtained by dividing $125.0 million by the Company’s fully-diluted capitalization (“Change in Control”). The Agreement was amended in July 2020 to increase the aggregate principal amount to $50,000,000 convertible notes and to allow for additional closings within 150 days of the initial closing date. The Agreement was amended in September 2020 to allow for additional closings within 190 days of the initial closing date. In addition, the provisions of Mandatory Conversion and Optional Conversion 1 were amended to allow for conversion upon an equity financing at a price equal to the lower of (a) 80% of the price per share paid by the purchasers of such stock in such a transaction and (b) the price per share obtained by dividing $125,000,000 by the Company’s fully-diluted capitalization. The Company evaluated the amendments and concluded that the amendments represented a debt modification. In October 2020, the Agreement was further amended to allow additional closings through December 31, 2020, and in January 2021 it was amended again to allow closings through January 31, 2021. In January 2021, the Company issued convertible notes with a principal amount of $9.0 million. The Company evaluated the Convertible Notes and determined that the Mandatory Conversion feature, Optional Conversion 1 feature and Change in Control meet the definition of an embedded derivative liability that is required to be bifurcated from the host instrument and measured at fair value. The fair value of the derivative liability for the convertible notes issued in January 2021 was $0.7 million. The Company amortized the debt issuance costs of $0.3 million and debt discount of $4.2 million, comprising of the initial value of the derivative liability of $2.0 million and the BCF of $2.2 million, prior to the adoption of ASU 2020-06, over the term of the Convertible Notes using the effective interest method. Upon adoption of this standard, the beneficial conversion feature was no longer separately accounted. As a result of applying the modified retrospective method, the Company recognized a transition adjustment of $0.7 million recorded in accumulated deficit, a reduction of additional paid-in capital of $2.3 million and an increase to the carrying value of the convertible notes of $1.5 million on January 1, 2021. The debt issuance costs and debt discount amortization expense for the three and six months ended June 30, 2021 was $0.6 million and is included in interest expense in the accompanying statements of operations. The interest expense at 6% of the Convertible Notes’ principal amount for the three and six months ended June 30, 2021 was $0.2 million. The effective interest rate during the three and six months ended June 30, 2021 was 25%. The Company completed an initial public offering ("IPO") on February 11, 2021, which triggered the mandatory conversion of all the outstanding Convertible Notes plus accrued interest into 3,669,010 shares of common stock (Note 10). Upon conversion of the Convertible Notes, the outstanding Convertible notes principal plus accrued interest thereon, net of unamortized debt discounts totaling $30.3 million was reclassified to stockholders’ equity (deficit). |
Redeemable Convertible Preferre
Redeemable Convertible Preferred Stock and Stockholders' Equity (Deficit) | 6 Months Ended |
Jun. 30, 2022 | |
Redeemable Convertible Preferred Stock And Stockholders Equity Disclosure [Abstract] | |
Redeemable Convertible Preferred Stock and Stockholders' Equity (Deficit) | Redeemable Convertible Preferred Stock and Stockholders’ Equity (Deficit) Issuances of Common Stock On February 11, 2021, the Company completed its IPO, pursuant to which it issued and sold 7,441,650 shares of its common stock at a public offering price of $17.00 per share, resulting in net proceeds of $114,551,315, after deducting underwriting discounts and commissions and other offering expenses. Upon the closing of the IPO, all of the 175,137,398 outstanding shares of the Company’s Redeemable Convertible Preferred Stock automatically converted into 10,144,052 shares of common stock after giving effect to the reverse stock split, and all of the outstanding convertible debt and accrued but unpaid interest thereon of $31,272,224 converted to 3,669,010 shares of common stock. Upon completion of the offering on February 11, 2021, the Company’s authorized capital stock consists of 250,000,000 shares of common stock, par value $0.0001 per share, and 10,000,000 shares of preferred stock, par value $0.0001 per share, all of which shares of preferred stock are undesignated. In January 2021, 145,000 warrants were exercised at an exercise price of $0.01 and 145,000 shares of Series A redeemable convertible stock were issued and then converted into common stock upon the closing of the IPO. The remaining outstanding warrants were exercised and settled in January 2021 with 2,896 shares of common stock issued in a cashless exercise. |
Stock-Based Compensation
Stock-Based Compensation | 6 Months Ended |
Jun. 30, 2022 | |
Share-based Payment Arrangement [Abstract] | |
Stock-Based Compensation | Stock-Based Compensation During January 2017, the Company adopted the 2017 Equity Incentive Plan (“2017 Plan”), which provides for granting of restricted stock, options to purchase shares of common stock and other awards to employees, directors and consultants. In March 2017, the Company amended the 2017 Plan to increase the number of available shares to 660,838. In September 2018, the Company adopted the 2018 Equity Incentive Plan (“2018 Plan”) which provides for granting of restricted stock, options to purchase shares of common stock, and other awards to employees, directors and consultants, and reserved 1,741,770 shares for this purpose. The 2018 Plan was amended in July 2018 to increase the number of available shares to 1,809,143. In February 2021, the Company adopted the 2021 Equity Incentive Plan (“2021 Plan”) and has reserved a total of 3,898,701 shares under the plan. No further shares will be issued under the 2017 and 2018 plans. There are 1,579,167 shares available for issuance under the 2021 plan as of June 30, 2022. The number of options to be granted under the 2021 Plan, the option exercise prices, and other terms of the options are determined by the Board of Directors in accordance with the terms of the 2021 Plan. Generally, stock options are granted at fair value, become exercisable over a period of one Stock-based compensation expense was recorded in the following financial statement line items within the statement of operations for the period ended June 30, 2022 and 2021: Three Months Ended June 30, Six Months Ended June 30, 2022 2021 2022 2021 Research and development expenses $ 871,307 $ 648,783 $ 2,004,069 $ 853,114 General and administrative expenses 437,741 834,698 950,831 1,827,811 Total stock-based compensation expense $ 1,309,048 $ 1,483,481 $ 2,954,900 $ 2,680,925 The following is a summary of option activity under the Company’s Stock Option Plans: Stock Options Weighted Weighted Aggregate Outstanding as of January 1, 2022 3,305,291 $ 9.62 7.7 $ 2.3 Granted 1,604,665 3.53 Exercised (362,886) 2.52 Cancelled (247,941) 7.93 Forfeited (322,818) 15.55 Outstanding as of June 30, 2022 3,976,311 $ 7.44 8.5 — Vested or expected to vest as of June 30, 2022 3,976,311 $ 7.44 8.5 — Exercisable as of June 30, 2022 1,594,562 $ 7.76 7.0 — Shares unvested as of June 30, 2022 2,381,749 $ 7.22 9.4 $ — The weighted average fair value of the options granted during the six months ended June 30, 2022 and 2021 was $2.45 and $11.68, respectively. The options were valued using the Black-Scholes option-pricing model for the six months ended June 30, 2022 and 2021 with the following assumptions: 2022 2021 Expected volatility 78.6% to 81.3% 79.5% to 81.1% Risk-free interest rate 1.5% to 3.6% 0.6% to 1.1% Expected dividend yield 0 % 0 % Expected term 5.5 to 6.1 years 5.5 to 6.0 years The total fair value of stock options vested during the six months ended June 30, 2022 and 2021 was approximately $6.7 million, and $1.0 million, respectively. The intrinsic value of stock options exercised for the six months ended June 30, 2022 and 2021 was $0.2 million and $1.0 million, respectively. |
Net Loss Per Share Attributable
Net Loss Per Share Attributable to Common Stockholders | 6 Months Ended |
Jun. 30, 2022 | |
Earnings Per Share [Abstract] | |
Net Loss Per Share Attributable to Common Stockholders | Net Loss Per Share Attributable to Common Stockholders Basic net loss per common share is determined by dividing net loss attributable to common stockholders by the weighted-average number of common shares outstanding during the period, without consideration of common stock equivalents. Diluted net loss per share is computed by dividing net loss attributable to common stockholders by the weighted-average number of common stock and common stock equivalents outstanding for the period. The Company adjusts net loss to arrive at the net loss attributable to common stockholders to reflect the amount of dividends accumulated during the period on the Company’s redeemable convertible preferred stock. Such dividends are only payable if and when declared by the Board of Directors. The treasury stock method is used to determine the dilutive effect of the Company’s stock option grants and warrants and the if-converted method is used to determine the dilutive effect of the Company’s redeemable convertible preferred stock and Convertible Notes. For the three and six months ended June 30, 2022 and 2021, the Company had a net loss attributable to common stockholders, and as such, all outstanding stock options, shares of redeemable convertible preferred stock, and warrants were excluded from the calculation of diluted loss per share. Under the if-converted method, convertible instruments that are in the money, are assumed to have been converted as of the beginning of the period or when issued, if later. Additionally, the effects of any interest expense and changes in fair value of bifurcated derivatives is added back to the numerator of the diluted net loss per share calculation if the conversion of the Convertible Notes is dilutive. The following table sets forth the computation of basic and diluted earnings per share for the three and six months ended June 30, 2022 and 2021: Three Months Ended June 30, Six Months Ended June 30, 2022 2021 2022 2021 Net loss $ (15,860,789) $ (12,182,247) $ (30,883,794) $ (20,728,798) Accumulated dividends on Redeemable Convertible Preferred Stock — — — (377,562) Net loss attributable to common stockholders $ (15,860,789) $ (12,182,247) $ (30,883,794) $ (21,106,360) Basic and diluted net loss per common share $ (0.69) $ (0.54) $ (1.35) $ (1.20) Basic and diluted weighted average common shares outstanding 22,871,369 22,608,866 22,854,311 17,648,551 The following potentially dilutive securities have been excluded from the computation of diluted weighted average common shares outstanding at June 30, 2022 and 2021 as the effect would be anti-dilutive: Three Months Ended June 30, Six Months Ended June 30, 2022 2021 2022 2021 Stock options 3,976,311 3,292,367 3,976,311 3,292,367 Redeemable convertible preferred stock — — — 2,353,887 Convertible debt — — — 1,024,736 Warrants — — — 304 Total 3,976,311 3,292,367 3,976,311 6,671,294 Shares of redeemable convertible preferred stock also participate in dividends with shares of common stock (if and when declared) and therefore are deemed participating securities. The holders of redeemable convertible preferred stock do not contractually share in losses and therefore no additional net loss per share has been disclosed under the two-class method. |
Related Party Transaction
Related Party Transaction | 6 Months Ended |
Jun. 30, 2022 | |
Related Party Transactions [Abstract] | |
Related Party Transaction | Related Party Transaction On March 16, 2022, the Company and Zephyr AI, Inc. (“Zephyr”) entered into a Joint Research Agreement (the “JRA”) focused on the joint collaboration, identification and validation of certain targets in order to facilitate further research, development and potential commercialization of immunotherapies. Zephyr is owned by a holding company with multiple Board members from the Company. The JRA term is two years unless mutually extended. Pursuant to the JRA, Zephyr will identify suitable antigens or combinations thereof for validation and testing by NexImmune. The Joint Steering Committee (the “JSC”) provided for by the JRA will then determine which identified candidates shall be subject to further analysis. NexImmune will validate which, if any, of the identified antigens are suitable for T-cell engagement and killing function (the “Final Candidates”). The JSC will make a good-faith determination as to whether the data supports the further IND-targeted development by NexImmune of any of the Final Candidates. The Company and Zephyr will jointly own any Final Candidates, including the intellectual property related thereto. Each of the Company and Zephyr shall be responsible for payment of their own respective costs and expenses in connection with the performance of their respective obligations under the JRA. If a Final Candidate is to be further developed, then the Company and Zephyr shall engage in good-faith negotiations to agree on the terms and conditions of an agreement with respect to the further development and commercialization of such Final Candidate. If such an agreement is not executed within the prescribed negotiation period, then neither the Company nor Zephyr may further develop such Final Candidate. The expenses related to the JRA for the three and six months ended June 30, 2022 were immaterial. |
Leases
Leases | 6 Months Ended |
Jun. 30, 2022 | |
Leases [Abstract] | |
Leases | Leases The Company leases certain office space and laboratory space. At the inception of an arrangement, the Company determines whether the arrangement is or contains a lease based on the unique facts and circumstances present. The Company does not recognize right-of-use assets or lease liabilities for leases determined to have a term of 12 months or less. Options to extend a lease are not included in the Company’s assessment unless there is reasonable certainty that the Company will either renew or not cancel, respectively. At the lease commencement date, the operating lease liability is recorded at the present value of future lease payments over the expected remaining lease term using the discount rate implicit in the lease, if it is readily determinable, or the Company’s incremental borrowing rate. The right-of-use asset is measured as the lease liability and adjusted for prepaid rent, initial direct costs, and incentives. The Company's leases contain variable non-lease components such as maintenance, taxes, insurance, and similar costs for the spaces it occupies. For new and amended leases beginning in 2022 and after, the Company has elected the practical expedient not to separate these non-lease components of leases for classes of all underlying assets and instead account for them as a single lease component for all leases. The Company recognizes the net fixed payments of operating leases on a straight-line basis over the lease term. Variable executory costs, as it relates to net leases, are to be excluded from the calculation of the lease liability and the Company expenses the variable lease payments in the period in which it incurs the obligation to pay such variable amounts and will be included in variable lease costs in the leases footnote disclosure. Variable lease payments are not included in the Company's calculation of its right-of-use assets or lease liabilities. Variable lease costs were immaterial for the three month period ending June 30, 2022. The components of lease cost under ASC 842 for the six months ended June 30, 2022 are as follows: Lease costs Statement of Operations Classification June 30, 2022 Operating lease cost Operating expenses: research and development $ 184,345 Operating lease cost Operating expenses: general and administrative 108,990 $ 293,335 Supplemental disclosure of cash flow information and weighted average remaining lease term and discount rate related to leases were as follows: Other information June 30, 2022 Cash paid for amounts included in the measurement of lease liabilities Operating cash flows from operating leases $ (280,690) Weighted-average remaining lease term — operating leases 2.3 years Weighted-average discount rate — operating leases 6.8 % Future fixed lease payments for operating leases in effect as of June 30, 2022, are payable as follows: Maturity of lease liabilities for the years ending December 31, Operating Leases 2022 (for the remaining six months of the year ending December 31, 2022) 303,740 2023 617,999 2024 469,939 2025 — 2026 — Thereafter — Total lease payment $ 1,391,678 Less: imputed interest (101,803) Present value of lease liabilities $ 1,289,875 |
Income Taxes
Income Taxes | 6 Months Ended |
Jun. 30, 2022 | |
Income Tax Disclosure [Abstract] | |
Income Taxes | Income Taxes The Company has not recorded any tax provision or benefit for the three and six months ended June 30, 2022 and 2021. The Company has provided a valuation allowance for the full amount of its net deferred tax assets since realization of any future benefit from deductible temporary differences, net operating loss carryforwards, and research and development credits is not more-likely-than-not to be realized at June 30, 2022 and December 31, 2022. The effective tax rate for the three and six months ended June 30, 2022 and 2021 is 0%. The Company has not recorded any accruals related to uncertain tax positions as of June 30, 2022 and December 31, 2021. Income tax returns are filed in federal and state jurisdictions and generally subject to a three-year statute of limitations. |
Subsequent Event
Subsequent Event | 6 Months Ended |
Jun. 30, 2022 | |
Subsequent Events [Abstract] | |
Subsequent Event | Subsequent EventIn July 2022, the company issued an aggregate of 1,262,000 shares under the Sales Agreement for net proceeds, after underwriting discounts, of $2.4 million. |
Basis of Presentation (Policies
Basis of Presentation (Policies) | 6 Months Ended |
Jun. 30, 2022 | |
Accounting Policies [Abstract] | |
Basis of Presentation | The accompanying unaudited financial statements were prepared in accordance with the rules and regulations of the U.S. Securities and Exchange Commission (“SEC”) for interim financial information. Accordingly, they do not include all of the information required by U.S. generally accepted accounting principles (“GAAP”) for complete financial statements. Any reference in these notes to applicable guidance is meant to refer to the authoritative GAAP as found in the ASC and Accounting Standards Updates (“ASU”) of the FASB. These financial statements should be read in conjunction with our audited financial statements and the accompanying notes to our financial statements contained in our Annual Report on Form 10-K for the year ended December 31, 2021, as filed with the SEC on March 9, 2022. In management’s opinion, the accompanying financial statements contain all adjustments, including normal, recurring adjustments, necessary to fairly present our financial position as of June 30, 2022 and December 31, 2021, and our statements of operations and comprehensive loss, statements of changes in redeemable convertible preferred stock and stockholders’ equity (deficit), and statements of cash flows for the three and six month periods ended June 30, 2022 and 2021. Interim results are not necessarily indicative of results for an entire year. |
Recent Accounting Standards and Pronouncements | Recent Accounting Standards and Pronouncements Recently Adopted In February 2016, the FASB issued ASU No. 2016-02, Leases ( Topic 842 ), as subsequently amended (collectively “ASC 842”). The guidance amends the existing accounting standards for lease accounting, including requirements for lessees to recognize assets and liabilities related to long-term leases on the balance sheet and expanding disclosure requirements regarding leasing arrangements. Leases will be classified as finance or operating, with classification affecting the pattern and classification of expense recognition in the income statement. In July 2018, the FASB issued additional guidance, which offers a transition option to entities adopting ASC 842 in which entities can elect to apply the new guidance using a modified retrospective approach at the beginning of the year in which the new lease standard is adopted. In November 2019, the FASB issued ASU 2019-10 deferring the effective date for private entities for fiscal years beginning after December 15, 2020 and interim periods within fiscal years beginning after December 15, 2021. In June 2020, the FASB issued ASU 2020-05 which further defers the effective date for private entities for fiscal years beginning after December 15, 2021 and interim periods within fiscal years beginning after December 15, 2022. As an emerging growth company ("EGC"), the Company adopted the new leasing guidance effective January 1, 2022 utilizing the modified retrospective approach that uses the effective date as the initial date of application whereby financial information for prior periods presented before the ASC 842 effective date will not be updated. ASC 842 provides a number of optional practical expedients in transition. By applying the ‘package of practical expedients’ permitted under the transition guidance, the Company is not required to reassess i) whether existing or expired arrangements contain a lease, ii) the lease classification of existing or expired leases, or iii) whether previous initial direct costs would qualify for capitalization under the new lease standard. The Company completed its evaluation and recognized $1.5 million in operating right-of-use assets and $0.6 million and $1.0 million in operating lease liabilities, current and non-current, respectively, on January 1, 2022. The Adoption of ASC 842 did not have a material impact on the Company’s Statements of Operations and Statements of Cash Flows. Not Yet Adopted In June 2016, the FASB issued ASU 2016-13, Financial Instruments – Credit Losses (Topic 326) , which modifies the measurement of expected credit losses on certain financial instruments ("ASU 2016-13"). In addition, for available-for-sale debt securities, the standard eliminates the concept of other-than-temporary impairment and requires the recognition of an allowance for credit losses rather than reductions in the amortized cost of the securities. The standard is effective for fiscal year beginning after December 15, 2022, and interim periods beginning after December 15, 2022 and requires a modified-retrospective approach with a cumulative-effect adjustment to retained earnings as of the beginning of the first reporting period. Early adoption is permitted. Based on the composition of the Company’s investment portfolio, current market conditions and historical credit loss activity, the adoption of ASU 2016-13 is not expected to have a material impact on its financial position, results of operations or the related disclosures. |
Fair Value Measurement | Fair Value Measurements The Company’s financial instruments include cash, cash equivalents, marketable securities, accounts payable, accrued expenses, convertible notes and derivative liabilities. The fair values of the cash, cash equivalents, accounts payable and accrued expenses approximated their carrying values as of June 30, 2022 and December 31, 2021 due to their short-term maturities. The Convertible Notes as discussed in Note 9 contained embedded derivative features that were required to be bifurcated and remeasured to fair value at each reporting period while those instruments were outstanding. The Company accounts for recurring and nonrecurring fair value measurements in accordance with ASC 820, Fair Value Measurements (“ASC 820”). ASC 820 defines fair value, establishes a fair value hierarchy for assets and liabilities measured at fair value, and requires expanded disclosures about fair value measurements. The ASC hierarchy ranks the quality of reliability of inputs, or assumptions, used in the determination of fair value, and requires assets and liabilities carried at fair value to be classified and disclosed in one of the following three categories: Level 1 - Fair value is determined by using unadjusted quoted prices that are available in active markets for identical assets and liabilities. Level 2 - Fair value is determined by using inputs, other than Level 1 quoted prices that are directly and indirectly observable. Inputs can include quoted prices for similar assets and liabilities in active markets or quoted prices for identical assets and liabilities in inactive markets. Related inputs can also include those used in valuation or other pricing models that can be corroborated by observable market data. Level 3 - Fair value is determined by inputs that are unobservable and not corroborated by market data. Use of these inputs involves significant judgments to be made by a reporting entity. In instances where the determination of the fair value measurement is based on inputs from different levels of fair value hierarchy, the fair value measurement will fall within the lowest level input that is significant to the fair value measurement in its entirety. The Company periodically evaluates financial assets and liabilities subject to fair value measurements to determine the appropriate level at which to classify them each reporting period. This determination requires the Company to make judgments as to the significance of inputs used in determining fair value and where such inputs lie within the ASC 820 hierarchy. |
Earnings Per Share | Net Loss Per Share Attributable to Common StockholdersBasic net loss per common share is determined by dividing net loss attributable to common stockholders by the weighted-average number of common shares outstanding during the period, without consideration of common stock equivalents. Diluted net loss per share is computed by dividing net loss attributable to common stockholders by the weighted-average number of common stock and common stock equivalents outstanding for the period. The Company adjusts net loss to arrive at the net loss attributable to common stockholders to reflect the amount of dividends accumulated during the period on the Company’s redeemable convertible preferred stock. Such dividends are only payable if and when declared by the Board of Directors. The treasury stock method is used to determine the dilutive effect of the Company’s stock option grants and warrants and the if-converted method is used to determine the dilutive effect of the Company’s redeemable convertible preferred stock and Convertible Notes. |
Cash and Cash Equivalents, Re_2
Cash and Cash Equivalents, Restricted cash, and Marketable Securities (Tables) | 6 Months Ended |
Jun. 30, 2022 | |
Cash, Cash Equivalents, Restricted Cash and Restricted Cash Equivalents [Abstract] | |
Summary of reconciliation of cash, cash equivalents, and restricted cash | The following table presents the Company’s cash, cash equivalents and restricted cash as of June 30, 2022 and December 31, 2021: June 30, 2022 December 31, 2021 Recurring Fair Cash and cash equivalents: Cash $ 6,010,083 $ 2,702,393 Money market funds 20,677,014 22,124,003 Level 1 Fixed income debt securities 13,957,130 5,499,956 Level 2 Total cash and cash equivalents 40,644,227 30,326,352 Restricted cash 105,000 67,500 Total cash, cash equivalents, and restricted cash $ 40,749,227 $ 30,393,852 |
Fair Value Measurements (Tables
Fair Value Measurements (Tables) | 6 Months Ended |
Jun. 30, 2022 | |
Fair Value Disclosures [Abstract] | |
Schedule of fair value assets and liabilities measured on recurring basis | The following table represents the Company’s fair value hierarchy for its financial assets measured at fair value on a recurring basis: June 30, 2022 December 31, 2021 Level 1 Level 2 Level 3 Level 1 Level 2 Level 3 Assets Money market funds $ 20,677,014 $ — $ — $ 22,124,003 $ — $ — Fixed income debt securities — 26,441,435 — — 56,991,897 — $ 20,677,014 $ 26,441,435 $ — $ 22,124,003 $ 56,991,897 $ — |
Prepaid Expenses and Other Cu_2
Prepaid Expenses and Other Current Assets (Tables) | 6 Months Ended |
Jun. 30, 2022 | |
Deferred Costs, Capitalized, Prepaid, and Other Assets Disclosure [Abstract] | |
Summary of prepaid expenses and other current assets | Prepaid expenses and other current assets consist of the following at June 30, 2022 and December 31, 2021: June 30, December 31, Prepaid research and development expenses $ 3,913,124 $ 3,375,388 Prepaid maintenance agreements 141,001 132,104 Prepaid insurance 1,872,428 479,393 Prepaid other 358,832 308,842 Other current assets 70,396 99,189 Total prepaid expenses and other current assets $ 6,355,781 $ 4,394,916 |
Property and Equipment (Tables)
Property and Equipment (Tables) | 6 Months Ended |
Jun. 30, 2022 | |
Property, Plant and Equipment [Abstract] | |
Summary of property and equipment | Property and equipment consist of the following at June 30, 2022 and December 31, 2021: June 30, December 31, Laboratory equipment $ 6,604,817 $ 5,943,501 Computer equipment and software 516,974 486,822 Furniture and fixtures 47,877 47,877 Leasehold improvements 282,782 230,148 7,452,450 6,708,348 Less accumulated depreciation and amortization (2,743,414) (2,281,041) Total Property and equipment, net $ 4,709,036 $ 4,427,307 |
Accrued Expenses (Tables)
Accrued Expenses (Tables) | 6 Months Ended |
Jun. 30, 2022 | |
Payables and Accruals [Abstract] | |
Summary of the components of accrued expenses | A summary of the components of accrued expenses is as follows as of June 30, 2022 and December 31, 2021: June 30, December 31, Accrued research and development costs $ 4,056,540 $ 2,611,380 Accrued salaries, benefits and related expenses 2,350,068 3,143,602 Accrued professional fees 291,159 384,254 Other accrued expenses 173,272 31,473 Total accrued expenses $ 6,871,039 $ 6,170,709 |
Stock-Based Compensation (Table
Stock-Based Compensation (Tables) | 6 Months Ended |
Jun. 30, 2022 | |
Share-based Payment Arrangement [Abstract] | |
Summary of stock-based compensation expense | Stock-based compensation expense was recorded in the following financial statement line items within the statement of operations for the period ended June 30, 2022 and 2021: Three Months Ended June 30, Six Months Ended June 30, 2022 2021 2022 2021 Research and development expenses $ 871,307 $ 648,783 $ 2,004,069 $ 853,114 General and administrative expenses 437,741 834,698 950,831 1,827,811 Total stock-based compensation expense $ 1,309,048 $ 1,483,481 $ 2,954,900 $ 2,680,925 |
Summary of option activity | The following is a summary of option activity under the Company’s Stock Option Plans: Stock Options Weighted Weighted Aggregate Outstanding as of January 1, 2022 3,305,291 $ 9.62 7.7 $ 2.3 Granted 1,604,665 3.53 Exercised (362,886) 2.52 Cancelled (247,941) 7.93 Forfeited (322,818) 15.55 Outstanding as of June 30, 2022 3,976,311 $ 7.44 8.5 — Vested or expected to vest as of June 30, 2022 3,976,311 $ 7.44 8.5 — Exercisable as of June 30, 2022 1,594,562 $ 7.76 7.0 — Shares unvested as of June 30, 2022 2,381,749 $ 7.22 9.4 $ — |
Summary of black-scholes option pricing model | The options were valued using the Black-Scholes option-pricing model for the six months ended June 30, 2022 and 2021 with the following assumptions: 2022 2021 Expected volatility 78.6% to 81.3% 79.5% to 81.1% Risk-free interest rate 1.5% to 3.6% 0.6% to 1.1% Expected dividend yield 0 % 0 % Expected term 5.5 to 6.1 years 5.5 to 6.0 years |
Net Loss Per Share Attributab_2
Net Loss Per Share Attributable to Common Stockholders (Tables) | 6 Months Ended |
Jun. 30, 2022 | |
Earnings Per Share [Abstract] | |
Summary of basic and diluted earnings per share | The following table sets forth the computation of basic and diluted earnings per share for the three and six months ended June 30, 2022 and 2021: Three Months Ended June 30, Six Months Ended June 30, 2022 2021 2022 2021 Net loss $ (15,860,789) $ (12,182,247) $ (30,883,794) $ (20,728,798) Accumulated dividends on Redeemable Convertible Preferred Stock — — — (377,562) Net loss attributable to common stockholders $ (15,860,789) $ (12,182,247) $ (30,883,794) $ (21,106,360) Basic and diluted net loss per common share $ (0.69) $ (0.54) $ (1.35) $ (1.20) Basic and diluted weighted average common shares outstanding 22,871,369 22,608,866 22,854,311 17,648,551 |
Summary of antidilutive securities outstanding | The following potentially dilutive securities have been excluded from the computation of diluted weighted average common shares outstanding at June 30, 2022 and 2021 as the effect would be anti-dilutive: Three Months Ended June 30, Six Months Ended June 30, 2022 2021 2022 2021 Stock options 3,976,311 3,292,367 3,976,311 3,292,367 Redeemable convertible preferred stock — — — 2,353,887 Convertible debt — — — 1,024,736 Warrants — — — 304 Total 3,976,311 3,292,367 3,976,311 6,671,294 |
Leases (Tables)
Leases (Tables) | 6 Months Ended |
Jun. 30, 2022 | |
Leases [Abstract] | |
Components of Lease Cost | The components of lease cost under ASC 842 for the six months ended June 30, 2022 are as follows: Lease costs Statement of Operations Classification June 30, 2022 Operating lease cost Operating expenses: research and development $ 184,345 Operating lease cost Operating expenses: general and administrative 108,990 $ 293,335 |
Schedule of Cash Flow, Supplemental Disclosures | Supplemental disclosure of cash flow information and weighted average remaining lease term and discount rate related to leases were as follows: Other information June 30, 2022 Cash paid for amounts included in the measurement of lease liabilities Operating cash flows from operating leases $ (280,690) Weighted-average remaining lease term — operating leases 2.3 years Weighted-average discount rate — operating leases 6.8 % |
Future Fixed Lease Payments | Future fixed lease payments for operating leases in effect as of June 30, 2022, are payable as follows: Maturity of lease liabilities for the years ending December 31, Operating Leases 2022 (for the remaining six months of the year ending December 31, 2022) 303,740 2023 617,999 2024 469,939 2025 — 2026 — Thereafter — Total lease payment $ 1,391,678 Less: imputed interest (101,803) Present value of lease liabilities $ 1,289,875 |
Nature of the Business (Details
Nature of the Business (Details) - USD ($) | Jun. 30, 2022 | Dec. 31, 2021 |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | ||
Accumulated deficit | $ (158,627,249) | $ (127,743,455) |
Outstanding debt | 0 | |
Cash, cash equivalents, and marketable securities | $ 53,100,000 |
Basis of Presentation - Additio
Basis of Presentation - Additional Information (Detail) - USD ($) | Jun. 30, 2022 | Jan. 01, 2022 | Dec. 31, 2021 |
Collaborative Arrangement and Arrangement Other than Collaborative [Line Items] | |||
Operating lease right-of-use assets | $ 1,221,668 | $ 0 | |
Operating lease liabilities, current | 590,313 | 0 | |
Operating lease liabilities, net of current portion | $ 699,562 | $ 0 | |
Cumulative effect of adoption of accounting standard | |||
Collaborative Arrangement and Arrangement Other than Collaborative [Line Items] | |||
Operating lease right-of-use assets | $ 1,500,000 | ||
Operating lease liabilities, current | 600,000 | ||
Operating lease liabilities, net of current portion | $ 1,000,000 |
Cash and Cash Equivalents, Re_3
Cash and Cash Equivalents, Restricted cash, and Marketable Securities - Summary of Reconciliation of Cash, Cash Equivalents And Restricted Cash (Detail) - USD ($) | Jun. 30, 2022 | Dec. 31, 2021 |
Cash and Cash Equivalents [Line Items] | ||
Cash | $ 6,010,083 | $ 2,702,393 |
Cash and cash equivalents | 40,644,227 | 30,326,352 |
Cash, cash equivalents, and restricted cash | 40,749,227 | 30,393,852 |
Money market funds | Level 1 | ||
Cash and Cash Equivalents [Line Items] | ||
Cash and cash equivalents | 20,677,014 | 22,124,003 |
Fixed income debt securities | Level 2 | ||
Cash and Cash Equivalents [Line Items] | ||
Cash and cash equivalents | 13,957,130 | 5,499,956 |
Restricted cash | ||
Cash and Cash Equivalents [Line Items] | ||
Cash, cash equivalents, and restricted cash | $ 105,000 | $ 67,500 |
Cash and Cash Equivalents, Re_4
Cash and Cash Equivalents, Restricted cash, and Marketable Securities - Additional Information (Detail) - USD ($) | 3 Months Ended | 6 Months Ended | |||
Jun. 30, 2022 | Jun. 30, 2021 | Jun. 30, 2022 | Jun. 30, 2021 | Dec. 31, 2021 | |
Cash Cash Equivalents Restricted Cash And Restricted Cash Equivalents Line items [Line Items] | |||||
Realized gains or losses on the sale of marketable securities | $ 0 | $ 0 | $ 0 | $ 0 | |
Amortized cost of marketable securities | 12,500,000 | 12,500,000 | $ 51,500,000 | ||
Estimated fair value of marketable securities | $ 12,500,000 | $ 12,500,000 | $ 51,500,000 | ||
Fixed income debt securities | |||||
Cash Cash Equivalents Restricted Cash And Restricted Cash Equivalents Line items [Line Items] | |||||
Marketable securities maturity date | 90 days | 90 days | |||
Marketable securities maturity year | 1 year |
Fair Value Measurements - Sched
Fair Value Measurements - Schedule of Fair Value Assets and Liabilities Measured on Recurring Basis (Detail) - USD ($) | Jun. 30, 2022 | Dec. 31, 2021 |
Assets | ||
Fixed income debt securities | $ 12,500,000 | $ 51,500,000 |
Level 1 | Recurring basis | ||
Assets | ||
Total assets | 20,677,014 | 22,124,003 |
Level 1 | Money market funds | Recurring basis | ||
Assets | ||
Money market funds | 20,677,014 | 22,124,003 |
Level 1 | Fixed income debt securities | Recurring basis | ||
Assets | ||
Fixed income debt securities | 0 | 0 |
Level 2 | Recurring basis | ||
Assets | ||
Total assets | 26,441,435 | 56,991,897 |
Level 2 | Money market funds | Recurring basis | ||
Assets | ||
Money market funds | 0 | 0 |
Level 2 | Fixed income debt securities | Recurring basis | ||
Assets | ||
Fixed income debt securities | 26,441,435 | 56,991,897 |
Level 3 | Recurring basis | ||
Assets | ||
Total assets | 0 | 0 |
Level 3 | Money market funds | Recurring basis | ||
Assets | ||
Money market funds | 0 | 0 |
Level 3 | Fixed income debt securities | Recurring basis | ||
Assets | ||
Fixed income debt securities | $ 0 | $ 0 |
Prepaid Expenses And Other Cu_3
Prepaid Expenses And Other Current Assets - Summary of Prepaid Expenses And Other Current Assets (Detail) - USD ($) | Jun. 30, 2022 | Dec. 31, 2021 |
Deferred Costs, Capitalized, Prepaid, and Other Assets Disclosure [Abstract] | ||
Prepaid research and development expenses | $ 3,913,124 | $ 3,375,388 |
Prepaid maintenance agreements | 141,001 | 132,104 |
Prepaid insurance | 1,872,428 | 479,393 |
Prepaid other | 358,832 | 308,842 |
Other current assets | 70,396 | 99,189 |
Total prepaid expenses and other current assets | $ 6,355,781 | $ 4,394,916 |
Property and Equipment - Summar
Property and Equipment - Summary of Property And Equipment (Detail) - USD ($) | Jun. 30, 2022 | Dec. 31, 2021 |
Property, Plant and Equipment [Line Items] | ||
Property plant and equipment gross | $ 7,452,450 | $ 6,708,348 |
Less accumulated depreciation and amortization | (2,743,414) | (2,281,041) |
Total Property and equipment, net | 4,709,036 | 4,427,307 |
Laboratory equipment | ||
Property, Plant and Equipment [Line Items] | ||
Property plant and equipment gross | 6,604,817 | 5,943,501 |
Computer equipment and software | ||
Property, Plant and Equipment [Line Items] | ||
Property plant and equipment gross | 516,974 | 486,822 |
Furniture and fixtures | ||
Property, Plant and Equipment [Line Items] | ||
Property plant and equipment gross | 47,877 | 47,877 |
Leasehold improvements | ||
Property, Plant and Equipment [Line Items] | ||
Property plant and equipment gross | $ 282,782 | $ 230,148 |
Property and Equipment - Additi
Property and Equipment - Additional Information (Detail) - USD ($) | 3 Months Ended | 6 Months Ended | |||
Jun. 30, 2022 | Jun. 30, 2021 | Jun. 30, 2022 | Jun. 30, 2021 | Dec. 31, 2021 | |
Property, Plant and Equipment [Line Items] | |||||
Depreciation and amortization | $ 200,000 | $ 200,000 | $ 500,000 | $ 400,000 | |
Property plant and equipment gross | 7,452,450 | 7,452,450 | $ 6,708,348 | ||
Laboratory equipment received but not placed into service | |||||
Property, Plant and Equipment [Line Items] | |||||
Property plant and equipment gross | $ 700,000 | $ 700,000 |
Accrued Expenses - Summary of C
Accrued Expenses - Summary of Components of Accrued Expenses (Detail) - USD ($) | Jun. 30, 2022 | Dec. 31, 2021 |
Payables and Accruals [Abstract] | ||
Accrued research and development costs | $ 4,056,540 | $ 2,611,380 |
Accrued salaries, benefits and related expenses | 2,350,068 | 3,143,602 |
Accrued professional fees | 291,159 | 384,254 |
Other accrued expenses | 173,272 | 31,473 |
Accrued expenses | $ 6,871,039 | $ 6,170,709 |
Commitments and Contingencies -
Commitments and Contingencies - Additional Information (Detail) - USD ($) | 1 Months Ended | 3 Months Ended | 6 Months Ended | |||||||
Jan. 01, 2017 | May 23, 2013 | Mar. 31, 2021 | Jun. 30, 2022 | Jun. 30, 2021 | Jun. 30, 2022 | Jun. 30, 2021 | Dec. 31, 2021 | May 01, 2020 | Apr. 23, 2020 | |
Accrued royalties | $ 100,000 | $ 100,000 | $ 50,000 | |||||||
Loss contingency accrual | 0 | 0 | 0 | |||||||
Other Current Liabilities | ||||||||||
Notes payable, current | 0 | 0 | $ 0 | $ 843,619 | ||||||
Paycheck Protection Program Loan | ||||||||||
PPP loan face amount | $ 843,619 | |||||||||
Extinguishment of debt | $ 843,619 | |||||||||
Research and development expenses | ||||||||||
Royalty expense | 25,000 | $ 25,000 | 50,000 | $ 50,000 | ||||||
Maryland Biotechnology Center | Translational Research Award Agreement | ||||||||||
Research and development arrangement contract to perform for others liability | $ 325,000 | 0 | 0 | |||||||
Research and development arrangement annual payment percentage | 3% | |||||||||
Research and development arrangement contractual payment period | 10 years | |||||||||
Research and development arrangement contractual payment percentage | 200% | |||||||||
Revenue from contract with customer, including assessed tax | 0 | |||||||||
Johns Hopkins University | Exclusive License Agreement | ||||||||||
Milestone fees | $ 4,200,000 | |||||||||
Minimum annual royalty payments | $ 100,000 | |||||||||
Maximum non-royalty sublicense payments, percent | 15% | |||||||||
Cumulative minimum royalties | $ 475,000 | $ 475,000 | ||||||||
Johns Hopkins University | Exclusive License Agreement | Clinical Trial Milestones | ||||||||||
Milestone fees | 75,000 | |||||||||
Johns Hopkins University | Exclusive License Agreement | Therapeutic Field | ||||||||||
Milestone fees | 1,600,000 | |||||||||
Johns Hopkins University | Exclusive License Agreement | Regulatory and Commercial Milestones | ||||||||||
Milestone fees | 400,000 | |||||||||
Johns Hopkins University | Exclusive License Agreement | Non-clinical field | ||||||||||
Milestone fees | $ 100,000 |
Convertible Notes - Additional
Convertible Notes - Additional Information (Detail) - USD ($) | 1 Months Ended | 3 Months Ended | 6 Months Ended | 12 Months Ended | |||||||||
Feb. 11, 2021 | Jan. 31, 2021 | Sep. 30, 2020 | Jul. 31, 2020 | Apr. 30, 2020 | Jun. 30, 2021 | Jun. 30, 2021 | Dec. 31, 2021 | Jun. 30, 2022 | Mar. 31, 2022 | Mar. 31, 2021 | Jan. 01, 2021 | Dec. 31, 2020 | |
Debt Instrument [Line Items] | |||||||||||||
Transition adjustment recorded in accumulated deficit | $ 109,909,420 | $ 109,909,420 | $ 83,760,667 | $ 55,852,681 | $ 70,393,179 | $ 120,461,331 | $ (69,374,941) | ||||||
Amortization of debt issuance costs and discounts | 600,000 | 600,000 | |||||||||||
Additional Paid-in Capital | |||||||||||||
Debt Instrument [Line Items] | |||||||||||||
Transition adjustment recorded in accumulated deficit | 207,480,819 | 207,480,819 | 211,498,827 | 214,486,976 | 213,177,933 | 205,847,571 | 8,206,938 | ||||||
Accumulated Deficit | |||||||||||||
Debt Instrument [Line Items] | |||||||||||||
Transition adjustment recorded in accumulated deficit | $ (97,570,745) | $ (97,570,745) | (127,743,455) | $ (158,627,249) | $ (142,766,460) | $ (85,388,498) | (77,582,005) | ||||||
Cumulative effect of adoption of accounting standard | |||||||||||||
Debt Instrument [Line Items] | |||||||||||||
Transition adjustment recorded in accumulated deficit | (1,537,274) | ||||||||||||
Increase to carrying value of convertible notes | $ (1,500,000) | ||||||||||||
Cumulative effect of adoption of accounting standard | Additional Paid-in Capital | |||||||||||||
Debt Instrument [Line Items] | |||||||||||||
Transition adjustment recorded in accumulated deficit | (2,300,000) | (2,277,332) | |||||||||||
Cumulative effect of adoption of accounting standard | Accumulated Deficit | |||||||||||||
Debt Instrument [Line Items] | |||||||||||||
Transition adjustment recorded in accumulated deficit | 700,000 | $ 740,058 | |||||||||||
Convertible Debt | |||||||||||||
Debt Instrument [Line Items] | |||||||||||||
PPP loan face amount | $ 9,000,000 | $ 15,000,000 | |||||||||||
Interest rate | 6% | 6% | 6% | ||||||||||
Additional closing period (in days) | 190 days | 150 days | 90 days | ||||||||||
Convertible note price percentage | 80% | ||||||||||||
Convertible note fully diluted capitalization | $ 85,000,000 | ||||||||||||
Convertible note redemption price, percentage of principal amount redeemed | 80% | 90% | |||||||||||
Convertible note redemption amount | $ 125,000,000 | $ 50,000,000 | $ 125,000,000 | ||||||||||
Fair value of derivative liability of convertible notes | $ 700,000 | ||||||||||||
Debt issuance costs | 300,000 | ||||||||||||
Debt discount | 4,200,000 | ||||||||||||
Amortization of derivative liability discount | 2,000,000 | ||||||||||||
Beneficial conversion feature | $ 2,200,000 | ||||||||||||
Interest expense | $ 200,000 | $ 200,000 | |||||||||||
Effective interest rate during the period | 25% | 25% | 25% | ||||||||||
Convertible notes outstanding converted into common stock (in shares) | 3,669,010 | ||||||||||||
Convertible notes outstanding, net of unamortized discounts, reclassified to stockholders' equity | $ 30,300,000 |
Redeemable Convertible Prefer_2
Redeemable Convertible Preferred Stock and Stockholders' Equity (Deficit) - Additional Information (Detail) - USD ($) | 1 Months Ended | 6 Months Ended | ||||
Feb. 11, 2021 | Jun. 30, 2022 | Jan. 31, 2021 | Jun. 30, 2022 | Jun. 30, 2021 | Dec. 31, 2021 | |
Class of Stock [Line Items] | ||||||
Proceeds From Issuance Of IPO | $ 0 | $ 114,721,518 | ||||
Authorized common stock (in shares) | 250,000,000 | 250,000,000 | 250,000,000 | 250,000,000 | ||
Common stock, par value (in dollars per share) | $ 0.0001 | $ 0.0001 | $ 0.0001 | $ 0.0001 | ||
Authorized preferred stock (in shares) | 10,000,000 | |||||
Preferred stock, par value (in dollars per share) | $ 0.0001 | |||||
Warrants exercised (in shares) | 2,896 | |||||
Exercise price of warrants (in dollars per share) | $ 0.01 | |||||
Convertible Debt | ||||||
Class of Stock [Line Items] | ||||||
Beneficial conversion feature | $ 31,272,224 | |||||
Convertible notes outstanding converted into common stock (in shares) | 3,669,010 | |||||
At-The-Market Offering | ||||||
Class of Stock [Line Items] | ||||||
Common stock, par value (in dollars per share) | $ 0.0001 | $ 0.0001 | ||||
Sale of stock, aggregate offering approval | $ 50,000,000 | |||||
Comission | 3% | 3% | ||||
Common Class A | IPO | ||||||
Class of Stock [Line Items] | ||||||
Stock issued during period (in shares) | 7,441,650 | |||||
Public offering price (in dollars per share) | $ 17 | |||||
Proceeds From Issuance Of IPO | $ 114,551,315 | |||||
Redeemable convertible preferred stock | ||||||
Class of Stock [Line Items] | ||||||
Redeemable convertible preferred stock outstanding (in shares) | 175,137,398 | |||||
Converted common stock (in shares) | 10,144,052 | |||||
Series A Redeemable Convertible Preferred Stock | ||||||
Class of Stock [Line Items] | ||||||
Converted common stock (in shares) | 145,000 | |||||
Warrants exercised (in shares) | 145,000 | |||||
Issuance of Series A redeemable preferred stock upon exercise of warrants (in shares) | 145,000 |
Stock-Based Compensation - Addi
Stock-Based Compensation - Additional Information (Detail) - USD ($) $ / shares in Units, $ in Millions | 1 Months Ended | 6 Months Ended | ||||
Feb. 28, 2021 | Jun. 30, 2022 | Jun. 30, 2021 | Jul. 31, 2018 | Jun. 30, 2018 | Mar. 01, 2017 | |
Share-based Payment Arrangement, Expensed and Capitalized, Amount [Line Items] | ||||||
Shares reserved (in shares) | 3,898,701 | 1,741,770 | ||||
Shares available for issuance (in shares) | 1,579,167 | |||||
Weighted average fair value of the options granted (in dollars per share) | $ 2.45 | $ 11.68 | ||||
Fair value of stock options vested | $ 6.7 | $ 1 | ||||
Intrinsic value of stock options exercised | 0.2 | $ 1 | ||||
Unrecognized compensation expense | $ 11 | |||||
Stock options | ||||||
Share-based Payment Arrangement, Expensed and Capitalized, Amount [Line Items] | ||||||
Unrecognized compensation expense period for recognition | 2 years 9 months 18 days | |||||
The 2017 Plan | ||||||
Share-based Payment Arrangement, Expensed and Capitalized, Amount [Line Items] | ||||||
Shares reserved (in shares) | 660,838 | |||||
The 2018 Plan | ||||||
Share-based Payment Arrangement, Expensed and Capitalized, Amount [Line Items] | ||||||
Shares reserved (in shares) | 1,809,143 | |||||
The 2021 Plan | ||||||
Share-based Payment Arrangement, Expensed and Capitalized, Amount [Line Items] | ||||||
Award expiration period | 10 years | |||||
The 2021 Plan | Minimum | ||||||
Share-based Payment Arrangement, Expensed and Capitalized, Amount [Line Items] | ||||||
Award vesting period | 1 year | |||||
The 2021 Plan | Maximum | ||||||
Share-based Payment Arrangement, Expensed and Capitalized, Amount [Line Items] | ||||||
Award vesting period | 4 years |
Stock-Based Compensation - Summ
Stock-Based Compensation - Summary of Stock Based Compensation Expense (Detail) - USD ($) | 3 Months Ended | 6 Months Ended | ||
Jun. 30, 2022 | Jun. 30, 2021 | Jun. 30, 2022 | Jun. 30, 2021 | |
Share-based Payment Arrangement, Expensed and Capitalized, Amount [Line Items] | ||||
Stock-based compensation expense | $ 1,309,048 | $ 1,483,481 | $ 2,954,900 | $ 2,680,925 |
Research and development expenses | ||||
Share-based Payment Arrangement, Expensed and Capitalized, Amount [Line Items] | ||||
Stock-based compensation expense | 871,307 | 648,783 | 2,004,069 | 853,114 |
General and administrative expenses | ||||
Share-based Payment Arrangement, Expensed and Capitalized, Amount [Line Items] | ||||
Stock-based compensation expense | $ 437,741 | $ 834,698 | $ 950,831 | $ 1,827,811 |
Stock-Based Compensation - Su_2
Stock-Based Compensation - Summary of Option Activity (Detail) - USD ($) $ / shares in Units, $ in Millions | 6 Months Ended | 12 Months Ended |
Jun. 30, 2022 | Dec. 31, 2021 | |
Number of Shares | ||
Outstanding as of beginning of period (in shares) | 3,305,291 | |
Granted (in shares) | 1,604,665 | |
Exercised (in shares) | (362,886) | |
Cancelled (in shares) | (247,941) | |
Forfeited (in shares) | (322,818) | |
Outstanding as of end of period (in shares) | 3,976,311 | 3,305,291 |
Vested or expected to vest by period end (in shares) | 3,976,311 | |
Exercisable as of period end (in shares) | 1,594,562 | |
Shares unvested as of period end (in shares) | 2,381,749 | |
Weighted Average Exercise Price | ||
Outstanding as of beginning of period (in dollars per share) | $ 9.62 | |
Granted (in dollars per share) | 3.53 | |
Exercised (in dollars per share) | 2.52 | |
Cancelled (in dollars per share) | 7.93 | |
Forfeited (in dollars per share) | 15.55 | |
Outstanding as of end of period (in dollars per share) | 7.44 | $ 9.62 |
Vested or expected to vest as of end of period (in dollars per share) | 7.44 | |
Exercisable as of end of period (in dollars per share) | 7.76 | |
Shares unvested as of end of period (in dollars per share) | $ 7.22 | |
Weighted Average Remaining Contractual Term (years) | ||
Outstanding as of end of period (in years) | 8 years 6 months | 7 years 8 months 12 days |
Vested or expected to vest as of end of period (in years) | 8 years 6 months | |
Exercisable as of end of period (in years) | 7 years | |
Shares unvested as of end of period (in years) | 9 years 4 months 24 days | |
Aggregate Intrinsic Value (in millions) | ||
Outstanding as of June 30, 2022 | $ 0 | $ 2.3 |
Vested or expected to vest as of June 30, 2022 | 0 | |
Exercisable as of June 30, 2022 | 0 | |
Shares unvested as of June 30, 2022 | $ 0 |
Stock-Based Compensation - Su_3
Stock-Based Compensation - Summary of Black-Scholes Option Pricing Model (Detail) | 6 Months Ended | |
Jun. 30, 2022 | Jun. 30, 2021 | |
Share-based Payment Arrangement, Expensed and Capitalized, Amount [Line Items] | ||
Expected volatility | 78.60% | 79.50% |
Expected volatility | 81.30% | 81.10% |
Risk-free interest rate | 1.50% | 0.60% |
Risk-free interest rate | 3.60% | 1.10% |
Expected dividend yield | 0% | 0% |
Minimum | ||
Share-based Payment Arrangement, Expensed and Capitalized, Amount [Line Items] | ||
Expected term | 5 years 6 months | 5 years 6 months |
Maximum | ||
Share-based Payment Arrangement, Expensed and Capitalized, Amount [Line Items] | ||
Expected term | 6 years 1 month 6 days | 6 years |
Net Loss Per Share Attributab_3
Net Loss Per Share Attributable to Common Stockholders - Summary of Basic and Diluted Earnings Per Share (Detail) - USD ($) | 3 Months Ended | 6 Months Ended | ||
Jun. 30, 2022 | Jun. 30, 2021 | Jun. 30, 2022 | Jun. 30, 2021 | |
Earnings Per Share [Abstract] | ||||
Net loss | $ (15,860,789) | $ (12,182,247) | $ (30,883,794) | $ (20,728,798) |
Accumulated dividends on Redeemable Convertible Preferred Stock | 0 | 0 | 0 | (377,562) |
Net loss attributable to common stockholders | $ (15,860,789) | $ (12,182,247) | $ (30,883,794) | $ (21,106,360) |
Basic net loss per common share (in dollars per share) | $ (0.69) | $ (0.54) | $ (1.35) | $ (1.20) |
Diluted net loss per common share (in dollars per share) | $ (0.69) | $ (0.54) | $ (1.35) | $ (1.20) |
Basic weighted average common shares outstanding (in shares) | 22,871,369 | 22,608,866 | 22,854,311 | 17,648,551 |
Diluted weighted average common shares outstanding (in shares) | 22,871,369 | 22,608,866 | 22,854,311 | 17,648,551 |
Net Loss Per Share Attributab_4
Net Loss Per Share Attributable to Common Stockholders - Summary of Antidilutive Securities Outstanding (Detail) - shares | 3 Months Ended | 6 Months Ended | ||
Jun. 30, 2022 | Jun. 30, 2021 | Jun. 30, 2022 | Jun. 30, 2021 | |
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | ||||
Potentially dilutive securities (in shares) | 3,976,311 | 3,292,367 | 3,976,311 | 6,671,294 |
Stock options | ||||
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | ||||
Potentially dilutive securities (in shares) | 3,976,311 | 3,292,367 | 3,976,311 | 3,292,367 |
Redeemable convertible preferred stock | ||||
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | ||||
Potentially dilutive securities (in shares) | 0 | 0 | 0 | 2,353,887 |
Convertible debt | ||||
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | ||||
Potentially dilutive securities (in shares) | 0 | 0 | 0 | 1,024,736 |
Warrants | ||||
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | ||||
Potentially dilutive securities (in shares) | 0 | 0 | 0 | 304 |
Related Party Transaction (Deta
Related Party Transaction (Details) | Mar. 16, 2022 |
Joint Research Agreement | Affiliated Entity | Zephyr AI, Inc. | |
Related Party Transaction [Line Items] | |
JRA term | 2 years |
Leases - Components of Lease Co
Leases - Components of Lease Cost (Details) | 6 Months Ended |
Jun. 30, 2022 USD ($) | |
Lessee, Lease, Description [Line Items] | |
Operating lease cost | $ 293,335 |
Research and development expenses | |
Lessee, Lease, Description [Line Items] | |
Operating lease cost | 184,345 |
General and administrative expenses | |
Lessee, Lease, Description [Line Items] | |
Operating lease cost | $ 108,990 |
Leases - Supplemental Cash Flow
Leases - Supplemental Cash Flow Disclosures (Details) | 6 Months Ended |
Jun. 30, 2022 USD ($) | |
Leases [Abstract] | |
Operating cash flows from operating leases | $ (280,690) |
Weighted-average remaining lease term — operating leases | 2 years 3 months 18 days |
Weighted-average discount rate — operating leases | 6.80% |
Leases - Future Lease Payments
Leases - Future Lease Payments (Details) | Jun. 30, 2022 USD ($) |
Leases [Abstract] | |
2022 (for the remaining six months of the year ending December 31, 2022) | $ 303,740 |
2023 | 617,999 |
2024 | 469,939 |
2025 | 0 |
2026 | 0 |
Thereafter | 0 |
Total lease payment | 1,391,678 |
Less: imputed interest | (101,803) |
Present value of lease liabilities | $ 1,289,875 |
Income Taxes - Additional Infor
Income Taxes - Additional Information (Detail) - USD ($) | 3 Months Ended | 6 Months Ended | |||
Jun. 30, 2022 | Jun. 30, 2021 | Jun. 30, 2022 | Jun. 30, 2021 | Dec. 31, 2021 | |
Income Tax Disclosure [Abstract] | |||||
Income tax provision (benefit) | $ 0 | $ 0 | $ 0 | $ 0 | |
Effective tax rate | 0% | 0% | 0% | 0% | |
Accruals related to uncertain tax positions | $ 0 | $ 0 | $ 0 |
Subsequent Event (Details)
Subsequent Event (Details) - Subsequent Event - At-The-Market Offering $ in Millions | 1 Months Ended |
Jul. 31, 2022 USD ($) shares | |
Subsequent Event [Line Items] | |
Shares issued (shares) | shares | 1,262,000 |
Net proceeds from sale of stock | $ | $ 2.4 |