Document and Entity Information
Document and Entity Information - USD ($) | 12 Months Ended | ||
Dec. 31, 2021 | Mar. 25, 2022 | Jul. 13, 2021 | |
Document and Entity Information [Abstract] | |||
Document Type | 10-K | ||
Document Annual Report | true | ||
Document Transition Report | false | ||
Document Period End Date | Dec. 31, 2021 | ||
Entity File Number | 001-40363 | ||
Entity Registrant Name | TRANSCODE THERAPEUTICS, INC. | ||
Entity Incorporation, State or Country Code | DE | ||
Entity Tax Identification Number | 81-1065054 | ||
Entity Address State Or Province | MA | ||
Entity Address, Address Line One | 6 Liberty Square, #2382 | ||
Entity Address, City or Town | Boston | ||
Entity Address, Postal Zip Code | 02109 | ||
City Area Code | 857 | ||
Local Phone Number | 837-3099 | ||
Title of 12(b) Security | Common Stock, $0.0001 par value per share | ||
Trading Symbol | RNAZ | ||
Security Exchange Name | NASDAQ | ||
Entity Well-known Seasoned Issuer | No | ||
Entity Voluntary Filers | No | ||
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 Public Float | $ 32,530,529 | ||
Entity Common Stock, Shares Outstanding | 12,904,574 | ||
Auditor Name | WithumSmith+Brown, PC | ||
Auditor Firm ID | 100 | ||
Auditor Location | East Brunswick, New Jersey | ||
Entity Central Index Key | 0001829635 | ||
Current Fiscal Year End Date | --12-31 | ||
Document Fiscal Year Focus | 2021 | ||
Document Fiscal Period Focus | FY | ||
Amendment Flag | false |
BALANCE SHEETS
BALANCE SHEETS - USD ($) | Dec. 31, 2021 | Dec. 31, 2020 |
Current assets: | ||
Cash | $ 20,825,860 | $ 828,016 |
Prepaid expenses and other current assets | 1,906,315 | 3,199 |
Total current assets | 22,732,175 | 831,215 |
Fixed assets, net of depreciation | 206,268 | |
Deferred offering costs | 224,153 | |
Total assets | 22,938,443 | 1,055,368 |
Current liabilities | ||
Accounts payable and accrued expenses | 2,503,569 | 369,177 |
Due to related parties | 35,685 | |
Deferred grant income | 30,528 | 0 |
Total current liabilities | 2,534,097 | 404,862 |
Long-term liabilities | ||
Convertible promissory notes, net of debt issuance costs and debt discount | 2,086,675 | |
Accrued interest - convertible promissory notes | 191,687 | |
Derivative liability | 1,751,000 | |
Warrant liability | 29,376 | |
Total long-term liabilities | 4,058,737 | |
Total liabilities | 2,534,097 | 4,463,600 |
Commitments and contingencies (Note 8) | ||
Stockholders' equity (deficit) | ||
Preferred stock - $0.0001 par value; 10,000,000 and 5,000,000 shares authorized at December 31, 2021 and 2020, respectively; -0- shares issued or outstanding at December 31, 2021 | ||
Common stock - $0.0001 par value, 290,000,000 shares authorized at December 31, 2021, and 20,000,000 shares authorized at December 31, 2020; 12,904,574 and 4,636,216 shares issued and outstanding at December 31, 2021 and 2020, respectively | 1,291 | 464 |
Additional paid-in capital | 30,708,336 | 65,949 |
Subscription receivable | (12,763) | |
Accumulated deficit | (10,305,281) | (3,461,882) |
Total stockholders' equity (deficit) | 20,404,346 | (3,408,232) |
Total liabilities and stockholders' equity (deficit) | $ 22,938,443 | $ 1,055,368 |
BALANCE SHEETS (Parenthetical)
BALANCE SHEETS (Parenthetical) - $ / shares | Dec. 31, 2021 | Apr. 27, 2021 | Dec. 31, 2020 |
BALANCE SHEETS | |||
Preferred stock, par value | $ 0.0001 | $ 0.0001 | $ 0.0001 |
Preferred Stock, Shares Authorized | 10,000,000 | 5,000,000 | |
Preferred Stock, Shares Issued | 0 | ||
Preferred Stock, Shares Outstanding | 0 | 0 | |
Common stock, par value | $ 0.0001 | $ 0.0001 | $ 0.0001 |
Common Stock, Shares Authorized | 290,000,000 | 20,000,000 | |
Common Stock, Shares, Issued | 12,904,574 | 4,636,216 | |
Common Stock, Shares, Outstanding | 12,904,574 | 4,636,216 |
STATEMENTS OF OPERATIONS
STATEMENTS OF OPERATIONS - USD ($) | 12 Months Ended | |
Dec. 31, 2021 | Dec. 31, 2020 | |
Operating Expenses | ||
Research and development | $ 2,753,966 | $ 284,459 |
General and administrative | 3,397,169 | 442,145 |
Total operating expenses | 6,151,135 | 726,604 |
Operating loss | (6,151,135) | (726,604) |
Other income (expense) | ||
Change in fair value of derivative liabilities | (867,000) | (1,208,000) |
Change in fair value of warrant liability | (6,109) | (14,852) |
Grant income | 278,333 | 0 |
Loss on sale of equipment | (3,082) | |
Interest expense | (95,070) | (394,573) |
Interest income | 664 | 136 |
Total other income (expense) | (692,264) | (1,617,289) |
Net loss | $ (6,843,399) | $ (2,343,893) |
Weighted-average common shares outstanding, basic | 8,425,880 | 4,636,216 |
Weighted-average common shares outstanding, diluted | 8,425,880 | 4,636,216 |
Net loss per share, basic | $ (0.81) | $ (0.51) |
Net loss per share, diluted | $ (0.81) | $ (0.51) |
STATEMENTS OF STOCKHOLDERS' EQU
STATEMENTS OF STOCKHOLDERS' EQUITY (DEFICIT) - USD ($) | Common Stock | Additional Paid-in Capital | Subscription Receivable | Accumulated Deficit | Total |
Balance, beginning of period at Dec. 31, 2019 | $ 464 | $ 20,014 | $ (12,272) | $ (1,117,989) | $ (1,109,783) |
Balance, beginning of period (in shares) at Dec. 31, 2019 | 4,636,216 | ||||
Increase (Decrease) in Stockholders' Equity [Roll Forward] | |||||
Interest on subscription receivable | 491 | (491) | 491 | ||
Share based compensation | 45,444 | 45,444 | |||
Net loss from operations | (2,343,893) | (2,343,893) | |||
Balance, end of period at Dec. 31, 2020 | $ 464 | 65,949 | (12,763) | (3,461,882) | (3,408,232) |
Balance, end of period (in shares) at Dec. 31, 2020 | 4,636,216 | ||||
Increase (Decrease) in Stockholders' Equity [Roll Forward] | |||||
Issuance of common stock in initial public offering, net of offering costs | $ 719 | 25,399,954 | 25,400,673 | ||
Issuance of common stock in initial public offering, net of offering costs ( in shares) | 7,187,500 | ||||
Conversion of convertible promissory notes, including embedded derivative, to common stock upon completion of initial public offering | $ 107 | 4,991,324 | 4,991,431 | ||
Conversion of convertible promissory notes, including embedded derivative, to common stock upon completion of initial public offering (in shares) | 1,068,135 | ||||
Exercise of warrants | $ 1 | 64,751 | 64,752 | ||
Exercise of warrants (in shares) | 12,723 | ||||
Proceeds from subscription receivable | 13,125 | 13,125 | |||
Interest on subscription receivable | 362 | $ (362) | 362 | ||
Share based compensation | 185,996 | 185,996 | |||
Net loss from operations | (6,843,399) | (6,843,399) | |||
Balance, end of period at Dec. 31, 2021 | $ 1,291 | $ 30,708,336 | $ (10,305,281) | $ 20,404,346 | |
Balance, end of period (in shares) at Dec. 31, 2021 | 12,904,574 |
STATEMENTS OF CASH FLOWS
STATEMENTS OF CASH FLOWS - USD ($) | 12 Months Ended | |
Dec. 31, 2021 | Dec. 31, 2020 | |
Cash flows from operating activities: | ||
Net loss | $ (6,843,399) | $ (2,343,893) |
Adjustments to reconcile net loss to net cash used in operating activities | ||
Depreciation | 42,470 | |
Share-based compensation expense | 185,996 | 45,444 |
Loss on sale of equipment | 3,082 | |
Change in fair value of derivative liabilities | 867,000 | 1,208,000 |
Non-cash interest expense | 39,471 | 272,864 |
Change in fair value of warrant liability | 6,109 | 14,852 |
Due to related parties | (35,685) | |
Changes in assets and liabilities: | ||
Prepaid expenses and other current assets | (1,903,114) | (3,199) |
Accounts payable and accrued expenses | 2,285,059 | 191,253 |
Deferred grant income | 30,528 | |
Accrued interest on convertible promissory notes | 55,598 | 121,709 |
Net cash used in operating activities | (5,266,885) | (492,971) |
Cash flows from investing activities: | ||
Purchase of equipment | (254,820) | |
Proceeds from sale of equipment | 3,000 | |
Net cash used in investing activities | (251,820) | |
Cash flows from financing activities: | ||
Proceeds from initial public offering of common stock, net of offering costs | 26,335,100 | |
Proceeds from convertible promissory notes | 1,190,000 | |
Proceeds from escrow for warrant exercise advances | 29,267 | |
Proceeds from subscription receivable | 13,125 | |
Payments of deferred offering costs - additions | (860,943) | (73,484) |
Net cash provided by financing activities | 25,516,549 | 1,116,516 |
Net change in cash | 19,997,844 | 623,545 |
Cash, beginning of year | 828,016 | 204,471 |
Cash, end of year | 20,825,860 | 828,016 |
Supplemental disclosure of cash flows | ||
Interest | 17,870 | |
Supplemental disclosure of non-cash investing and financing activities | ||
Accrued interest on subscriptions receivable | 362 | 491 |
Debt discounts associated with derivative liabilities of convertible promissory notes | 304,000 | |
Deferred offering costs included in accounts payable and accrued expenses | $ 150,669 | |
Conversion of convertible promissory notes, including embedded derivative, to common stock | 4,991,431 | |
Deferred offering costs adjusted into additional paid-in capital in connection with IPO | 73,484 | |
Fair value of warrant liability associated with warrant exercise | 35,485 | |
Underwriting discounts and commissions paid from gross proceeds of IPO | $ 2,414,900 |
Nature of Business and Liquidit
Nature of Business and Liquidity | 12 Months Ended |
Dec. 31, 2021 | |
Nature of Business and Liquidity | |
Nature of Business and Liquidity | (1) Nature of Business and Liquidity TransCode Therapeutics, Inc. (the “Company” or “TransCode”) was incorporated on January 11, 2016, under the laws of the State of Delaware. TransCode is a biopharmaceutical company focused primarily on developing and commercializing innovative drugs and diagnostics for treating and identifying metastatic disease. TransCode is preparing for its first clinical trial. The Company’s lead therapeutic candidate, TTX-MC138, is an oligonucleotide conjugated to an iron oxide nanoparticle designed to be administered by infusion to inhibit the ability of metastatic tumor cells to survive. The goal of the therapy, if approved, is to achieve lifelong regression and long-term patient survival. From its founding until mid-2021, the Company was engaged in organizational activities, including raising capital, and limited research and development (“R&D”) activities. On July 13, 2021, the Company completed the initial public offering (“IPO”) of its common stock raising $28.75 million in gross proceeds. Since the IPO, the Company has increased its R&D activities, hired additional employees, and begun more traditional operations. The Company has not generated revenues and has not yet achieved profitable operations, nor has it ever generated positive cash flows from operations. There is no assurance that profitable operations, if achieved, could be sustained on a continuing basis. The Company is subject to those risks associated with any early-stage biopharmaceutical company that requires substantial expenditures for research and development. There can be no assurance that the Company’s research and development projects will be successful, that products developed will obtain necessary regulatory approvals, or that any approved product will be commercially viable. In addition, the Company operates in an environment of rapid technological change and is largely dependent on the services of its employees and consultants. Further, the Company’s future operations are dependent on the success of the Company’s efforts to raise additional capital. Following the IPO, the Company’s common stock commenced trading on the Nasdaq Capital Market under the ticker symbol “RNAZ”. The Company issued 7,187,500 shares of common stock in connection with the IPO, including exercise of the underwriter’s over-allotment option, at an initial offering price of $4.00 per share. The net proceeds from the IPO were approximately $25.4 million after deducting underwriting discounts, commissions and estimated offering expenses payable by the Company, including offering costs paid in 2020. In connection with the IPO, the Company also granted the underwriters warrants to purchase up to 312,500 shares of Company common stock at an exercise price of $5.00 per share (125% of the initial public offering price). Upon the closing of the IPO, outstanding convertible promissory notes converted into 1,068,135 shares of Company common stock. Going Concern These financial statements have been prepared under the assumption that the Company will continue as a going concern which contemplates the continuation of operations, realization of assets and liquidation of liabilities in the ordinary course of business. Due to the Company’s recurring and expected continuing losses from operations, the Company has concluded there is substantial doubt concerning its ability to continue as a going concern within one year of the issuance of these financial statements without additional capital becoming available. These financial statements do not include any adjustments that might result from the outcome of this uncertainty. To date, the Company has incurred substantial losses and negative cash flows from operations. It expects to continue to incur operating losses for the foreseeable future as it pursues development of its lead therapeutic candidate and other programs. Operating losses are expected to continue until such time, if ever, that the Company can generate significant revenue from product candidates currently in development. The Company is unable to predict the extent of any future losses or when the Company will become profitable, if ever. For the year ended December 31, 2021, net cash used in operating activities was $5,266,885 and the Company’s net loss was $6,843,399. As of December 31, 2021, the Company had an accumulated deficit of $10,305,281 and $20,825,860 in cash. The Company plans to expand development of its lead therapeutic candidate and other candidates, and explore strategic partnerships. Management believes that current cash is sufficient to fund operations and capital requirements into the first quarter of 2023, but does not believe that existing cash will be sufficient to fund requirements for a full 12 months from the date of these financial statements. To support its planned expanded operations, the Company will require additional capital; however, the Company cannot be certain that additional funding will be available on acceptable terms, or at all. Through December 31, 2021, the Company’s primary source of capital was from the sale of convertible promissory notes and equity securities in the IPO. For the foreseeable future, the Company plans to fund its operations by continuing to raise additional capital through sales of equity or additional debt. To the extent the Company raises additional funds by issuing equity securities, its stockholders may experience significant dilution. Any debt financing, if available, may include potentially dilutive features and include restrictive covenants that impact the Company’s ability to conduct business. If the Company is unable to raise additional capital when required or on acceptable terms, the Company may have to (i) significantly scale back its planned operations or (ii) relinquish or otherwise dispose of rights to technologies on unfavorable terms. |
Summary of Significant Accounti
Summary of Significant Accounting Policies | 12 Months Ended |
Dec. 31, 2021 | |
Summary of Significant Accounting Policies | |
Summary of Significant Accounting Policies | (2) Summary of Significant Accounting Policies (a) Basis of Presentation These financial statements have been prepared in conformity with accounting principles generally accepted in the United States of America (“U.S. GAAP”) and the rules and regulations of the U.S. Securities and Exchange Commission (“SEC”). Any reference in these notes to applicable guidance is meant to refer to U.S. GAAP as found in the Accounting Standards Codification (“ASC”) and Accounting Standards Update (“ASU”) of the Financial Accounting Standards Board (“FASB”). In the opinion of management, these statements include all adjustments, consisting only of normal, recurring adjustments, necessary for a fair presentation of the financial position of TransCode Therapeutics, Inc. at December 31, 2021 and 2020, and its results of operations and its cash flows for the years ended December 31, 2021 and 2020. (b) Use of Estimates The preparation of financial statements in conformity with U.S. GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities, including disclosure of contingent assets and liabilities, at the date of the financial statements, and the reported amounts of revenues and expenses during the reporting period. Significant items subject to such estimates and assumptions include but are not limited to the valuation of share-based compensation, income from grants, derivative liabilities, and warrant liability. Future events and their effects cannot be predicted with certainty; accordingly, accounting estimates require the exercise of judgment. Accounting estimates used in the preparation of these financial statements change as new events occur, as more experience is acquired, as additional information is obtained and as the operating environment changes. Due to the uncertainty of factors surrounding the estimates or judgments used in the preparation of the financial statements, actual results may vary materially from these estimates. (c) Basic and Diluted Earnings (Loss) per Share Basic net earnings (loss) per share is determined by dividing the net income (loss) attributable to common stockholders by the weighted average number of shares of common stock outstanding during the period. Diluted net earnings (loss) per share includes the effect, if any, from the potential conversion, vesting or exercise of securities (Contingent Securities) such as convertible promissory notes, stock options and warrants, which would result in the issuance of additional shares of common stock. The computation of diluted net earnings (loss) per shares does not include the conversion or exercise of Contingent Securities that would be antidilutive. The basic and dilutive computations of the Company’s net earnings (loss) per share for the years ended December 31, 2021 and 2020, are the same because the effect of including Contingent Securities was antidilutive. (d) Cash The Company classifies deposits in banks, money market funds and cash invested temporarily in various instruments with original maturities of three months or less as cash. At times, the Company’s cash balances in U.S. banks may exceed the levels of insured amounts under the Federal Deposit Insurance Corporation (FDIC). The Company’s cash balance at December 31, 2021, was $20,825,860. (e) Fair Value of Financial Instruments The Company’s financial instruments at December 31, 2021 and 2020, included cash, accounts payable, accrued expenses, convertible notes, and derivative liabilities related to the convertible notes. Cash and the derivative liabilities are reported at fair value. The recorded carrying amount of accounts payable and accrued expenses reflect their fair value due to their short-term nature. The carrying value of the interest-bearing convertible notes approximates fair value based upon the borrowing rates currently available to the Company for loans with similar terms and maturities. (f) Research and Development Research and development costs are expensed as incurred and primarily comprise expenses to discover, research and develop therapeutic candidates. These expenses may include personnel costs, stock-based compensation expense, materials and supplies, allocated facility-related and depreciation expenses, third-party license fees, and costs under arrangements with third party vendors, such as contract research organizations (“CROs”), contract manufacturing organizations (“CMOs”), and consultants. Non-refundable prepayments for goods or services that will be used or rendered for future research and development activities are recorded as prepaid expenses. Such amounts are recognized as expenses as the goods are delivered or the related services are performed, or until it is no longer expected that the goods will be delivered or the services rendered. At December 31, 2021 and 2020, the Company’s outstanding payables to CROs or CMOs were $386,057 and $31,346, respectively. The Company has entered into various research and development-related contracts with companies both inside and outside of the United States. The related costs are recorded as research and development expenses as incurred. The Company records accruals for estimated ongoing research costs. When evaluating the adequacy of the accrued liabilities, the Company analyzes progress of the studies, including the phase or completion of events, invoices received and contracted costs. Significant judgments and estimates are made in determining the accrued balances at the end of any reporting period. Actual results could differ materially from the Company’s estimates. Patent Costs All legal fees and expenses and costs related to patent-related filings with governmental authorities incurred in connection with filing and prosecuting patent applications are expensed as incurred due to the uncertainty about the recovery of the expenditure. Amounts incurred are classified as general and administrative expenses. Other patent costs are classified as R&D expenses. (g) Grant Income Funds from grants are recognized as grant income in the statements of operations as and when earned for the specific research and development projects for which the grants are designated. Since there is no transfer of ownership of the work performed under the Award, and we do not lose control over the work performed under the Award, we deemed the Award funds as a contribution. Grant payments received are recorded as deferred grant income on the Company’s balance sheet until the related income has been earned. Grant income earned in excess of grant payments received is recorded as grant receivable on the Company’s balance sheet. ( h) Share-Based Compensation Share based compensation, if any, for employees and non-employees is measured at the grant date based on the fair value of the award. The Company recognizes compensation expense, if any, for awards to employees and directors over the requisite service period, which is generally the vesting period of the respective award, and for awards to non-employees over the period during which services are rendered by such non-employees until completed. Generally, the Company issues awards with only service-based vesting conditions and records the expense for these awards using the straight-line method. The Company classifies stock-based compensation expense in its statements of operations in the same manner in which the award recipient’s payroll costs are classified or in which the award recipient’s service payments are classified. Forfeitures are accounted for as they occur. Because prior to the IPO, there was no public market for the Company’s common stock, the estimated fair value of the common stock was determined by the Company’s board of directors (the “Board”) as of the date of each award, with input from management, considering, when available, third-party valuations of the Company’s common stock as well as the Board’s assessment of additional objective and subjective factors that it believed were relevant and which may have changed between the date of the then most recent third-party valuation and the date of the grant. The assumptions used in calculating the fair value of share-based awards represent management’s best estimates and involve inherent uncertainties and the application of management’s judgment. As a result, if factors were to change and management were to use different assumptions, share-based compensation expense could be materially different. Certain stock appraisal methodologies utilize, among other variables, the volatility of the stock price. As an historically private company, the Company lacked company-specific historical and implied volatility information for its stock. Therefore, it estimated its expected stock price volatility based on the historical volatility of publicly-traded peer companies and expects to continue to do so until such time, if ever, as it has adequate historical data regarding the volatility of its own publicly-traded stock price. The expected life of options awarded was estimated using the simplified method because the Company has limited historical information on which to base reasonable expectations about future exercise patterns and post-vesting employment. The risk-free interest rate is determined by reference to the U.S. Treasury yield curve in effect at the time of grant of the award for time periods approximately equal to the expected term of the award. Expected dividend yield is based on the fact that the Company has never paid cash dividends on its common stock and does not expect to pay cash dividends in the foreseeable future. (i) Property and equipment Property and equipment are recorded at cost less accumulated depreciation. Depreciation expense is recognized using the straight-line method over the estimated useful life of each asset as follows: Estimated useful life Laboratory equipment 3 years Furniture and fixtures 5 years Computer and office equipment 3 years Leasehold improvements Shorter of the useful life or remaining lease term When assets are retired or otherwise disposed of, the cost of assets disposed of and the related accumulated depreciation is removed from the accounts and any resulting gain or loss is included in the statements of operations in the period of disposal. Expenditures for repairs and maintenance are charged to expense as incurred. (j) Income Taxes The Company provides for income taxes using the asset and liability approach. Deferred tax assets and liabilities are recorded based on the differences between the financial statement and tax bases of assets and liabilities and the tax rates in effect when these differences are expected to reverse. Deferred tax assets are reduced by a valuation allowance if, based on the weight of available evidence, it is more likely than not that some or all of the deferred tax assets will not be realized. As of December 31, 2021 and 2020, the Company had a full valuation allowance against deferred tax assets. The Company is subject to the provisions of ASC 740-10-25, Income Taxes (ASC 740). ASC 740 prescribes a more likely-than-not threshold for the financial statement recognition of uncertain tax positions. ASC 740 clarifies the accounting for income taxes by prescribing a minimum recognition threshold and measurement attribute for the financial statement recognition and measurement of a tax position taken or expected to be taken in a tax return. There are currently no open Federal or State tax audits. The Company has not recorded any liability for uncertain tax positions at December 31, 2021 or 2020. (k) Concentrations of Credit Risk Financial instruments that potentially expose the Company to concentrations of credit risk consist primarily of cash. The Company generally maintains balances in various accounts at one or more U.S. banks in amounts that may exceed federally insured limits. The Company has not experienced any losses related to its cash and does not believe that it is subject to unusual credit risk beyond the normal credit risk associated with commercial banking balances. (l) Derivative Liabilities The Company does not use derivative instruments to hedge exposures to interest rate, market, or foreign currency risks. The Company evaluates all of its financial instruments, including convertible promissory notes, to determine if such instruments contain features that meet the definition of embedded derivatives. Embedded derivatives must be separately measured from the host contract if all the requirements for bifurcation are met. The assessment of the conditions surrounding the bifurcation of embedded derivatives depends on the nature of the host contract. Bifurcated embedded derivatives are recognized at fair value, with changes in fair value recognized in the statements of operations each period. Bifurcated embedded derivatives are classified with the related host contract in the Company’s balance sheets. In connection with the Company’s convertible promissory notes, the Company identified certain embedded and freestanding derivatives which it recorded as liabilities on the balance sheets and remeasured to fair value at each reporting date until the derivative was settled. Changes in the fair value of the derivative liabilities are recognized in the statements of operations. (m) Deferred Offering Costs The Company capitalizes certain legal, professional accounting and other third-party fees directly associated with in-process capital stock financings as deferred offering costs until such financings are consummated. After consummation of the financing, these costs are recorded in stockholders’ equity (deficit) as a reduction of additional paid-in capital generated as a result of the offering. Should a planned equity financing be abandoned, the deferred offering costs would be expensed immediately as a charge to operating expenses in the statements of operations. As of December 31, 2021 and 2020, the Company had recorded deferred offering costs of $0 and $224,153 , respectively, incurred in connection with the Company’s IPO and reported as long-term assets on the Company’s balance sheets. Deferred offering costs of $934,427 were offset against proceeds received in the IPO and charged to additional paid-in capital. (n) Emerging Growth Company Status The Company is an “emerging growth company” (“EGC”) as defined in the Jumpstart Our Business Startups Act (“JOBS Act”) and may take advantage of certain exemptions from various reporting requirements that are applicable to public companies that are not EGCs. The Company may take advantage of these exemptions until it is no longer an EGC under Section 107 of the JOBS Act and has elected to use the extended transition period for complying with new or revised accounting standards. As a result of this election, the Company’s financial statements may not be comparable to companies that comply with public company Financial Accounting Standards Board (“FASB”) standards’ effective dates. The Company may take advantage of these exemptions up until the last day of the fiscal year following the fifth anniversary of a public offering or such earlier time that it is no longer an EGC. (o) Recent Accounting Pronouncements In November 2021, the Financial Accounting Standards Board (the “FASB”), issued Accounting Standards Update No. 2021-10 entitled “Government Assistance (Topic 832), Disclosures by Business Entities about Government Assistance” (the “ASU”). This ASU will require enhanced disclosures related to the Company’s contracts with the U.S. Government that are accounted for by applying a grant or contribution accounting model by analogy. The new disclosure requirements include information about the nature of the transactions and the related accounting policy used to account for the transactions; the line items on the balance sheet and income statement that are affected by the transactions, and the amounts applicable to each financial statement line item; and significant terms and conditions of the transactions, including commitments and contingencies. The ASU is effective for annual periods beginning after December 15, 2021. The Company is currently evaluating ASU 2021-10 and assessing the impact of its adoption on its financial statements, but does not believe the adoption of this standard will have a significant impact on its financial statements. In August 2020, the FASB issued ASU No. 2020-06, Debt — Debt with Conversion and Other Options (Subtopic 470-20) and Derivatives and Hedging — Contracts in Entity’s Own Equity (Subtopic 815-40). ASU 2020-06 simplifies accounting for convertible instruments by removing major separation models required under current GAAP. The ASU also simplifies the diluted earnings per share (EPS) calculation in certain areas. The ASU is effective for public business entities that meet the definition of a Securities and Exchange Commission (SEC) filer, excluding entities eligible to be smaller reporting companies as defined by the SEC, for fiscal years beginning after December 15, 2021, including interim periods within those fiscal years. For all other entities, the standard will be effective for fiscal years beginning after December 15, 2023, including interim periods within those fiscal years. Early adoption is permitted. The Company is currently evaluating ASU 2020-06 and assessing the impact of its adoption on its financial statements. (p) Reverse Stock Split On March 22, 2021, the Board and shareholders of the Company approved a reverse split of the Company’s common stock at a ratio of one share for every 1.6486484 shares previously held. All common stock share and per share data and conversion or exercise price data for applicable common stock equivalents included in these financial statements have been retroactively adjusted to reflect the reverse stock split. |
Fair Value Measurements
Fair Value Measurements | 12 Months Ended |
Dec. 31, 2021 | |
Fair Value Measurements | |
Fair Value Measurements | (3) Fair Value Measurements ASC 820, Fair Value Measurements, provides guidance on the development and disclosure of fair value measurements. The Company follows this guidance for fair value measurements, which defines fair value, establishes a framework for measuring fair value under U.S. GAAP, and expands disclosures about fair value measurements. The guidance requires fair value measurements be classified and disclosed in one of the following three categories: Level 1: Quoted prices (unadjusted) in active markets that are accessible at the measurement date for identical assets or liabilities. Level 2: Observable prices that are based on inputs not quoted on active markets but corroborated by market data. Level 3: Unobservable inputs which are supported by little or no market activity with values determined using pricing models, discounted cash flow methodologies, or similar techniques, as well as instruments for which the determination of fair value requires significant judgment or estimation. Fair value measurements discussed herein are based upon certain market assumptions and pertinent information available to management as of December 31, 2021 and 2020. The carrying amount of cash and accounts payable and accrued liabilities approximated fair value as they are short term in nature. The guidance in ASC 815, Derivatives and Hedging, required that we mark the fair value of our common stock warrant liability to market and recognize the change in valuation in our statements of operations each reporting period. Determining the warrant liability to be recorded required us to develop estimates to be used in calculating the fair value of the related warrant. The fair value of the related warrants was estimated based on a Black-Scholes model at the reporting date. The estimated fair value of the warrant liability and the derivative liability (“embedded put features”) included in the convertible promissory notes represent Level 3 measurements. The following table details the fair value measurement within the fair value hierarchy of the Company’s financial instruments, which includes the Level 3 liabilities: Fair value measurements as of December 31, 2020, using: Level 1 Level 2 Level 3 Total Liabilities Derivative liabilities $ — $ — $ 1,751,000 $ 1,751,000 Warrant liability — — 29,376 29,376 $ — $ — $ 1,780,376 $ 1,780,376 Fair value measurements as of December 31, 2021, using: Level 1 Level 2 Level 3 Total Liabilities Derivative liabilities $ — $ — $ — $ — Warrant liability — — — — $ — $ — $ — $ — During the years ended December 31, 2021 and 2020, there were no transfers between Level 1 , Level 2 and Level 3 . A summary of the changes in the fair value of Level 3 financial instruments for the year ended December 31, 2021, is as follows: Balance, December 31, 2020 $ 1,780,376 Changes in fair value of derivative liability 867,000 Extinguishment of liability on conversion of Notes (2,647,376) Changes in fair value of warrant liability 6,109 Extinguishment of liability on exercise of warrants (6,109) Balance, December 31, 2021 $ — For further discussion of the derivative liabilities, see Note 9. For further discussion of the warrant liability, see Note 11. |
Prepaid Expenses and Other Curr
Prepaid Expenses and Other Current Assets | 12 Months Ended |
Dec. 31, 2021 | |
Prepaid Expenses and Other Current Assets | |
Prepaid Expenses and Other Current Assets | (4) Prepaid Expenses and Other Current Assets Prepaid expenses and other current assets consisted of the following: December 31, December 31, 2021 2020 Contract manufacturers and research organizations $ 441,593 $ — Insurance premiums 1,393,853 — Prepaid operating expenses 61,459 — Deposits 9,410 3,199 $ 1,906,315 $ 3,199 |
Property and Equipment
Property and Equipment | 12 Months Ended |
Dec. 31, 2021 | |
Property and Equipment | |
Property and Equipment | (5) Property and Equipment Property and equipment, net consisted of the following: December 31, December 31, 2021 2020 Laboratory equipment $ 247,522 $ — Less accumulated depreciation (41,254) — Total property and equipment, net $ 206,268 $ — Depreciation expense for the years ended December 31, 2021 and 2020, was $42,470 and $0, respectively. |
Accounts Payable and Accrued Ex
Accounts Payable and Accrued Expenses | 12 Months Ended |
Dec. 31, 2021 | |
Accounts Payable and Accrued Expenses | |
Accounts Payable and Accrued Expenses | (6) Accounts Payable and Accrued Expenses Accounts payable and accrued expenses consisted of the following: December 31, December 31, 2021 2020 Professional fees $ 91,985 $ 193,281 General consulting fees 126,491 80,013 R&D billings - CMOs, CROs, Supplies, Equipment and Consulting 595,465 51,806 General expenses 256,463 1,778 Insurance premiums 945,928 — Payroll and benefits 482,237 — Accrued license payments 5,000 42,300 $ 2,503,569 $ 369,178 See Note 8 for further information regarding the accrued license payments. |
Deferred Grant Income
Deferred Grant Income | 12 Months Ended |
Dec. 31, 2021 | |
Deferred Grant Income | |
Deferred Grant Income | (7) Deferred Grant Income In April 2021, the Company received a Fast-Track Small Business Innovation Research, or SBIR, Award from the National Cancer Institute of the National Institutes of Health (“NIH”). The Award is expected to provide $2,392,845 over three years to fund a two-phased research partnership between the Company and Massachusetts General Hospital. In May 2021, the Company received the first-year funding of $308,861 which it recorded as deferred grant income. Income under the grant is recognized as work under the grant is completed. The Company recognized $278,333 and $0 of grant income for the years ended December 31, 2021 and 2020, respectively, resulting in deferred grant income of $30,528 and $0 at December 31, 2021 and 2020, respectively. |
Commitments and Contingencies
Commitments and Contingencies | 12 Months Ended |
Dec. 31, 2021 | |
Commitments and Contingencies | |
Commitments and Contingencies | (8) Commitments and Contingencies (a) Leases In March 2021, the Company entered into an agreement with Massachusetts Biomedical Initiatives, Inc. (“MBI”) whereby the Company subleased approximately 2,484 square feet of laboratory space with room for minor administrative functions. The Company may also use shared laboratory equipment at the facility. The monthly rental is $6,210 and the Company pays an additional amount for its allocated share of operating expenses currently assessed at $15 per square foot or $3,105 per month. The agreement is for one year , includes an option to extend the agreement upon the mutual agreement of the parties, and is cancelable anytime upon 90 days ’ notice. The lease commitment as of December 31, 2021, through February 28, 2022, amounts to $18,630. See Note 16 – “Subsequent Events.” In March 2020, the Company entered into an agreement with the Pagliuca Harvard Life Lab whereby the Company rented one laboratory bench and the right to use certain common facilities at the Life Lab. In March 2021, the Company terminated the Life Lab arrangement. (b) License Agreement In November 2018, the Company licensed the exclusive rights to certain intellectual property to support development of its therapeutic candidates (“License”). The intellectual property licensed by the Company is owned by The General Hospital Corporation, d/b/a Massachusetts General Hospital, (“Licensor”). Payments by the Company under the license agreement included a one-time non-refundable fee of $50,000 paid after execution of the License; reimbursement of Licensor’s patent costs which, at execution of the License, were approximately $145,000; a minimum annual license fee of $25,000 payable within 60 days of each anniversary of the effective date of the License prior to the first commercial sale of a product or process covered by the License; milestone payments upon attainment of certain milestone events; royalties based on net sales of products covered by the patent-related rights; and a portion of any sublicense income received by the Company. The Company is responsible for the development and commercialization of the licensed assets and for meeting certain milestones set forth in the License. At December 31, 2021 and 2020, the Company had accrued $0 and $42,300, respectively, in license payments under the terms of the License, included in accounts payable and accrued expenses. The amount due at December 31, 2020, has been paid. The milestone payments the Company is obligated to pay to Licensor shall not exceed $1,550,000 based upon and subject to the attainment of each event indicated below. These payments are generally due within 60 days of achievement of the milestone. Milestone Event Amount Enrollment of first patient in a phase II clinical trial of a therapeutic product or process $ 100,000 Enrollment of first patient in a phase III clinical trial of a therapeutic product or process $ 200,000 First commercial sale of a therapeutic product or process $ 1,000,000 Filing of an application for regulatory approval of a clinical diagnostic product or process $ 100,000 First regulatory approval of a clinical diagnostic product or process $ 150,000 As of December 31, 2021 and 2020, no milestone events had been achieved. In addition to milestone payments, royalties shall be paid to Licensor assessed on net sales of licensed products on a country-by-country basis in an amount equal to 3.0% for therapeutic products or processes and 6.0% for clinical diagnostic products and processes. The Company shall pay Licensor 30% of any and all sublicense income. The Company has the right to terminate the License at any time by giving 90 days advance notice subject to the payment of any amounts due under the License at that time. The License may also be terminated for cause by either party upon the breach of the material obligations of the other party or the bankruptcy or liquidation of the other party. If the License does not terminate, its term shall continue until the latest of (i) the date on which all issued patents and filed patent applications subject to the License have expired or been abandoned; (ii) expiration of the last to expire regulatory exclusivity covering a covered product or process; or (iii) 10 years after the first commercial sale. The License requires the Company to make royalty payments beyond the term of the License at 1.5%. In November 2020, the Company and Licensor amended the November 2018 license. Under the amendment, the intellectual property licensed in 2018 was categorized as “Patent Family 1” and a provisional patent filing related to the Company’s nanoparticle technology was added to Patent Family 1. A second patent family (“Patent Family 2”) was created which includes Licensor intellectual property targeting PD-L1. The minimum annual license fee prior to the first commercial sale of a product or process covered by the License was increased from $25,000 per year to $30,000 per year for Patent Family 1 and a minimum annual license fee of $10,000 per year was added related to Patent Family 2. All other terms of the License, including milestone payments, royalties and payment terms related to sublicense income received by the Company, remain the same as in the original License. Option Agreement The Company signed an Exclusive Option And Internal Evaluation License Agreement (the “Option”) with the Licensor effective February 15, 2021. Under the Option, the Company has (1) the exclusive right to negotiate a license of a certain technology patented by the Licensor and (2) a non-exclusive internal evaluation license to allow the Company to evaluate the technology. The Option provided for a six-month term at a cost of $5,000 with a right to extend, upon the mutual agreement of the parties, for an additional six months for a second $5,000 payment. In August 2021, the Licensor agreed to extend the initial term of the Option until November 15, 2021, at no cost to the Company. On November 8, 2021, the Company exercised its right to extend the Option to May 15, 2022, in consideration of the payment of the second $5,000. The Company is also responsible for patent costs related to the subject technology incurred by Licensor during the Option period. Patent costs incurred by the Licensor prior to the effective date will not be reimbursed under the Option. At December 31, 2021, the Company had accrued $5,000 due under the terms of the Option, included in accounts payable and accrued expenses, which amount has since been paid. (c) Employment Agreements Prior to the IPO, the Company entered into employment agreements with its executive officers which became effective on completion of the IPO. The employment agreements provide the employee with, among other things, severance payments upon termination of the agreement by the Company for any reason other than for cause, death or disability or by the employee for good reason (as such terms are defined in the agreements). At December 31, 2021, the maximum aggregate severance payments under the agreements, which arise in the event of termination involving a Change of Control (as defined in the agreements), are approximately $2,412,000. (d) Litigation The Company may from time to time be subject to claims by others under various legal disputes. The defense of such claims, or any adverse outcome relating to any such claims, could have a material adverse effect on the Company’s liquidity, financial condition, and cash flows. At December 31, 2021 and 2020, the Company did not have any pending legal actions. (e) Indemnification Agreements In the ordinary course of business, the Company may provide indemnification of varying scope and terms to vendors, lessors, business partners, and other parties with respect to certain matters including, but not limited to, losses arising out of certain events occurring under such agreements, breach of such agreements or from intellectual property infringement claims made by third parties. In addition, the Company has entered into indemnification agreements with members of its board of directors and executive officers that require the Company, among other things, to indemnify the parties against certain liabilities that may arise by reason of their status or service as directors or officers. The maximum potential amount of future payments the Company could be required to make under indemnification agreements is, in many cases, unlimited. To date, the Company has not incurred any costs as a result of payments required by such indemnifications. The Company is not aware of any demands under indemnification arrangements that could have a material adverse effect on its financial position, results of operations or cash flows, and it has not accrued any liabilities related to such obligations in its financial statements, as of December 31, 2021 and 2020. (f) Risks and Uncertainties The extent to which the COVID-19 pandemic could have a material impact on the Company’s current or future operations including planned clinical trials is dependent on the spread of the disease and government and healthcare system responses to such spread, which are presently highly uncertain. Management continues to evaluate the potential impact. The financial statements do not include any adjustments that might result from the outcome of this uncertainty. In July 2021, the Company was subject to what it believes was a computer-based phishing attack. Management believes this incident had an immaterial impact on the Company's financial condition but has implemented certain changes with respect to computer operations and continues to review the Company’s computer-related policies and implement additional defenses. There is no assurance that any preventative actions will not be thwarted by malicious actions. |
Convertible Promissory Notes
Convertible Promissory Notes | 12 Months Ended |
Dec. 31, 2021 | |
Convertible Promissory Notes | |
Convertible Promissory Notes | (9) Convertible Promissory Notes From May 2018 through May 2020, the Company issued 14 convertible promissory notes (“Notes”) having an aggregate principal amount of $2,240,000 with an interest rate of 6% per annum. These Notes and accrued interest thereon converted into 1,068,135 shares of the Company’s common stock in connection with the Company’s IPO. As of the IPO and at December 31, 2020, total accrued interest on the Notes was $247,285 and $191,687, respectively. Convertible promissory notes at the time of the IPO comprised the following: Principal Accrued Interest at Accrued Interest at Note Identifier Issue Date Amount July 13, 2021 December 31, 2020 Note One May 2, 2018 $ 500,000 $ 92,548 $ 80,137 Note Two June 26, 2018 $ 50,000 $ 8,803 $ 7,562 Note Three March 2, 2019 $ 100,000 $ 13,249 $ 10,767 Note Four March 5, 2019 $ 50,000 $ 6,625 $ 5,466 Note Five March 8, 2019 $ 50,000 $ 6,707 $ 5,384 Note Six March 15, 2019 $ 50,000 $ 6,567 $ 5,326 Note Seven March 20, 2019 $ 50,000 $ 6,534 $ 5,293 Note Eight November 7, 2019 $ 100,000 $ 9,205 $ 6,723 Note Nine November 7, 2019 $ 100,000 $ 8,942 $ 6,460 Note Ten February 17, 2020 $ 1,000,000 $ 75,806 $ 50,984 Note Eleven April 3, 2020 $ 40,000 $ 2,780 $ 1,790 Note Twelve May 8, 2020 $ 50,000 $ 3,192 $ 1,951 Note Thirteen May 8, 2020 $ 50,000 $ 3,192 $ 1,951 Note Fourteen May 15, 2020 $ 50,000 $ 3,135 $ 1,893 The unamortized amounts of debt issuance costs and debt discounts deducted from the principal amounts of the convertible promissory notes to calculate convertible promissory notes, net at the IPO and December 31, 2020, were: July 13, 2021 December 31, 2020 Principal amount of convertible promissory notes $ 2,240,000 $ 2,240,000 Less unamortized debt issuance costs (6,002) (8,002) Less unamortized debt discounts (107,851) (145,323) Convertible promissory notes, net $ 2,126,147 $ 2,086,675 Settlement of the Notes required that, at the closing of a Qualified Financing (as defined), the Company provide the holder with a variable number of shares with an aggregate fair value determined by reference to the debt principal and accrued but unpaid interest. In this scenario, the value that the holder receives at settlement does not vary with the value of the Company’s common stock, so the settlement provision was not a typical conversion option. Rather, the share settlement feature was considered a contingent redemption provision (i.e., a contingent embedded put). The Company evaluated the embedded put features in accordance with ASC 815-15-25. The embedded puts are not clearly and closely related to the debt host instrument and therefore were separately measured at fair value with subsequent changes in fair value recognized in the statements of operations. Management used a scenario-based analysis to estimate the fair value of the embedded put features upon issuance of the Notes. The original values of the embedded put features were recorded as a debt discount to the Notes which discount was amortized over the life of the Notes as non-cash interest expense during the reporting periods. The IPO constituted a Qualified Financing. At the IPO and at December 31, 2020, the fair value of the derivative liability was $2,618,000 and $1,751,000, respectively. Between December 31, 2020, and the IPO, the Company recorded an increase in fair value of the derivative liability of $867,000. Between December 31, 2020, and the IPO, the Company amortized debt issuance costs of $10,538 to interest expense. |
Stockholders' Equity
Stockholders' Equity | 12 Months Ended |
Dec. 31, 2021 | |
Stockholders' Equity | |
Stockholders' Equity | (10) Stockholders’ Equity (a) Overview The Company’s Certificate of Incorporation, originally filed on January 11, 2016, was amended on April 15, 2020, to increase the number of shares of common stock authorized and to authorize the issuance of Preferred Stock. The Company’s Certificate of Incorporation was further amended and restated on April 27, 2021. The total number of shares which the Company is authorized to issue is 300,000,000, each with a par value of $0.0001 per share At the IPO and at December 31, 2020, the Company had reserved 1,080,858 shares and 1,050,694 shares, respectively, of common stock for the conversion of outstanding convertible promissory notes (see Note 9) and the exercise of outstanding warrants to purchase shares of common stock (see Note 11). The following table lists information about unvested restricted common stock. Unvested restricted common stock at December 31, 2020 146,483 Shares issued — Shares vested (146,483) Unvested restricted common stock at December 31, 2021 — Our IPO was completed on July 13, 2021, in which we sold 7,187,500 shares at a public offering price of $4.00 per share. The gross proceeds from the IPO were $28,750,000 from which we paid $2,415,000 of underwriting commissions and expenses and $934,427 of other offering expenses. The underwriter also paid $100 in aggregate for the underwriter warrants issued in connection with the IPO. (b) Common Stock i. Dividends Subject to the rights of holders of any Preferred Stock, holders of common stock are entitled to receive dividends as may be declared from time to time by the Board. No cash dividends were declared or paid during the years ended December 31, 2021 and 2020, or at any other time through the date of these financial statements. ii. Subject to the rights of holders of any Preferred Stock as to liquidation, upon the liquidation, dissolution or winding up of the Company, the remaining assets of the Company will be distributed to holders of common stock. iii. Voting Holders of Common Stock are entitled to one vote for each share of common stock held but shall not be entitled to vote on any amendment to the Certificate of Incorporation that relates solely to the terms of any series of Preferred Stock. There is no cumulative voting. |
Warrants
Warrants | 12 Months Ended |
Dec. 31, 2021 | |
Warrants | |
Warrants | (11) Warrants In connection with the May 2, 2018, issuance of the Convertible Promissory Note designated as “Note One” (see Note 9), the Company agreed to pay a cash fee to the finder involved in the sale and to issue to the finder warrants to purchase shares of the Company’s common stock. The number of shares of common stock subject to the warrants was equal to five percent of the number of shares of common stock into which Note One converted. The exercise price was the conversion price applicable on conversion of Note One. The number of shares of common stock to be issued to the holder of Note One on conversion of the Note is equal to the principal amount of the Note, plus accrued but unpaid interest to the date of conversion, divided by the applicable conversion price. The applicable conversion price was equal to the price paid for the Company’s equity securities in a Qualified Financing (as defined) less a discount. The discount ranged from 20% to 30% depending on the length of time after the investment was made to complete the Qualified Financing. Regardless of the applicable conversion price resulting from application of the foregoing process, the applicable conversion price could not exceed that price per share that equated to a $15 million pre-money valuation. The Warrants were exercised in full, representing 12,723 shares, the day prior to the IPO at an exercise price of $2.32 per share. Pursuant to ASC 718, the obligation to issue the Warrants was accounted for as a liability until issuance as they were an award that embodied an unconditional obligation to issue an undeterminable number of shares for a fixed monetary amount known at inception. Upon issuance, the liability was reclassified to equity. The obligation to issue Warrants was recorded at fair value on inception date and was remeasured at each reporting period until issuance. The compensation cost recognized for a liability-classified award equals the amount for which the award is settled. Therefore, the Company measured the obligation to issue the Warrants at fair value on May 2, 2018, and remeasured fair value at each reporting period until the Warrants were issued. At the time of exercise, in addition to recording the aggregate exercise price of the warrants, the Company also extinguished the balance of the warrant liability. A summary regarding the fair value of the warrant liability is as follows: Warrant Liability Fair value at December 31, 2020 $ 29,376 Change in fair value 6,109 Fair value at July 12, 2021 (date of exercise) 35,485 Extinguishment of warrant liability on warrant exercise (35,485) Fair value at December 31, 2021 $ — The fair value of the Company’s warrant liability was calculated using the Black-Scholes model and the following assumptions: As of As of July 12, December 31, 2021 2020 Fair value per share of Company’s common stock $ 4.00 $ 3.91 Dividend yield 0.0 % 0.0 % Expected volatility 89.0 % 84.0 % Risk free interest rate 0.5 % 0.3 % Expected life (years) 3.40 4.67 Fair value of warrants $ 35,485 $ 29,376 Underwriter Warrants In connection with the IPO, the Company granted the underwriters warrants to purchase up to 312,500 shares of Company common stock at an exercise price of $5.00 per share, which amount is 125% of the initial public offering price. The warrants have a five-year term and are exercisable beginning January 9, 2022. All of these warrants were outstanding at December 31, 2021. |
Share-Based Compensation
Share-Based Compensation | 12 Months Ended |
Dec. 31, 2021 | |
Share-Based Compensation | |
Share-Based Compensation | (12) Share-Based Compensation Since inception, the Company has sold shares of restricted stock to co-founders, directors, managers, and advisors generally at prices believed to be fair market value at the time of the sale. Shares of restricted stock were reserved at the time of issue. To the extent that the sale price was less than the estimated fair market value at the grant date, a charge was recorded for the periods in which such shares vested. The vesting period for restricted stock was generally two In April 2020, the Board and stockholders approved the TransCode Therapeutics, Inc. 2020 Stock Option and Incentive Plan (the “2020 Plan”) providing for the issuance of options or other awards to purchase up to 3,032,787 shares of the Company’s common stock. The Board has determined not to make any further awards under the 2020 Plan following the closing of the IPO. In March 2021, our 2021 Stock Option and Incentive Plan (the “2021 Plan”) was approved by our Board and our stockholders and became effective upon the effectiveness of our IPO. The 2021 Plan provides for the issuance of options or other awards to purchase up to 2,500,000 shares of the Company’s common stock. Both Plans provide for grants of equity in the form of stock awards, stock options and other instruments to employees, members of the Board, officers and consultants of and advisors to the Company. The Plans are administered by the Board or, at the discretion of the Board, by a committee of the Board. The amount and terms of grants are determined by the Board. The terms of options granted under the Plans generally are for ten (10) years after date of grant and are exercisable in cash or as otherwise determined by the Board. The vesting period for equity-based awards is determined at the discretion of the Board and is generally two The exercise price for incentive stock options is determined at the discretion of the Board but for grants to any person possessing less than 10% of the total combined voting power of all classes of stock may not have an exercise price less than 100% of the fair market value of the common stock on the grant date (110% for grants to any person possessing more than 10% or more of the total combined voting power of all classes of stock). The option term for incentive stock option awards may not be greater than ten years from the date of the grant (five years for grants to any person possessing 10% or more of the total combined voting power of all classes of stock). In 2020, the Board awarded options to purchase 1,756,279 shares of common stock under the 2020 Plan. Options to purchase 78,979 shares awarded under the 2020 Plan were forfeited during the year ended December 31, 2021, resulting in 1,713,693 options outstanding under the 2020 Plan at December 31, 2021. In January 2021, the Board awarded options to purchase 36,393 shares of common stock under the 2020 Plan, all of which were outstanding at December 31, 2021. During the year ended December 31, 2021, no awards were made under the 2021 Plan. At December 31, 2021, there were 1,042,534 options outstanding under the 2020 Plan that were vested and exercisable. Information about options to purchase common stock of the Company under the 2020 Plan is as follows: Weighted average Weighted exercise average Number of price contractual shares per share term (years) Outstanding at December 31, 2019 — — — Granted 1,756,279 $ 0.25 5.9 Exercised — — — Forfeited — — — Outstanding at December 31, 2020 1,756,279 $ 0.25 5.9 Granted 36,393 $ 3.91 5.5 Exercised — — — Forfeited 78,979 — — Outstanding at December 31, 2021 1,713,693 $ 0.33 5.2 The intrinsic value of the outstanding options as of December 31, 2021, was $3,787,262. Option valuation The assumptions that the Company used to determine the grant-date fair value of options granted during the year ended December 31, 2021, were as follows: Years ended December 31, 2021 2020 Risk-free interest rate 0.59 % 0.25% - 0.55 % Expected term (in years) 6.0 3.5 - 6.25 Expected volatility 97.20 % 95.83% - 97.20 % Expected dividend yield — % — % Fair value per share of underlying stock $ 3.91 $ 0.08 - $3.91 The weighted average grant date fair value of the options granted in 2021 was $3.01 per share. The Company recorded stock-based compensation expense of $185,996 and $45,444 during the years ended December 31, 2021 and 2020, respectively. Stock-based compensation in the year ended December 31, 2021, comprised $184,599 related to stock options and $1,397 related to restricted stock. Stock-based compensation in the year ended December 31, 2020, comprised $42,651 related to stock options and $2,793 related to restricted stock. Compensation costs on stock options remaining to be recognized at December 31, 2021, is $192,000 over approximately 1.9 years. |
Net Loss Per Share
Net Loss Per Share | 12 Months Ended |
Dec. 31, 2021 | |
Net Loss Per Share | |
Net Loss Per Share | (13) Net Loss Per Share The Company reported net losses for the years ended December 31, 2021 and 2020. Basic and diluted net loss per share attributable to common stockholders are the same for all periods in which the Company reported losses because inclusion of shares issuable on conversion of all convertible promissory notes, upon exercise of all warrants, and upon exercise of vested stock options into the computation of diluted weighted-average shares outstanding would have an antidilutive impact. The following table sets forth the computation of basic and diluted net earnings (loss) per share: Years Ended December 31, 2021 2020 Basic and diluted net loss per share Numerator Net loss $ (6,843,399) $ (2,343,893) Denominator Weighted-average common shares outstanding 8,425,880 4,636,216 Net loss per share $ (0.81) $ (0.51) |
Income Taxes
Income Taxes | 12 Months Ended |
Dec. 31, 2021 | |
Income Taxes | |
Income Taxes | (14) Income Taxes The Company’s federal and state provision (benefit) for income taxes were $53,051 and $0 for the years ended December 31, 2021 and 2020, respectively. The Company believes that the provision for the year ended December 31, 2021, will be fully offset by research and development credits. A reconciliation of income tax provision (benefit) computed at the statutory federal income tax rate to income taxes as reflected in the financial statements is as follows: Years Ended December 31, 2021 2020 Federal income tax benefit at statutory rate 21.0 % 21.0 % State and local tax, net of federal benefit 4.5 % 1.9 % Permanent differences (3.2) % (14.8) % Deferred true-up — % (0.6) % Change in valuation allowance (23.1) % (7.5) % Effective income tax rate (0.8) % 0.0 % Deferred taxes are recognized for temporary differences between the basis of assets and liabilities for financial statement and income tax purposes. The significant components of the Company’s deferred tax assets comprise the following: Net operating loss carryforwards $ 1,353,293 $ 421,000 Capitalized research and development 666,145 10,000 Capitalized patent and other costs 4,829 4,000 Stock-based compensation 35,123 — Accrued expenses 16,798 — Subtotal deferred tax assets before valuation allowance 2,076,188 435,000 Less valuation allowance (2,019,835) (435,000) Deferred tax assets 56,353 — Deferred tax liability Fixed assets (56,353) — Net deferred taxes $ — $ — The Company had U.S. federal net operating loss (“NOL”) carryforwards of $5,025,481 and $1,294,914 for the years ended December 31, 2021 and 2020, respectively, which may be available to offset future income tax liabilities. Federal NOL carryforwards generated in 2017 and prior of $38,297 will expire beginning in 2036. The remaining federal NOL carryforwards generated in 2018 and later do not expire. However, they are subject to the 80% limitation when utilized. The Company also had U.S. state NOL carryforwards of $4,714,271 and $1,291,575 for the years ended December 31, 2021 and 2020, respectively, which may be available to offset future income tax liabilities and will expire beginning in 2036. The Company has recorded a full valuation allowance against its net deferred tax assets as of December 31, 2021 and 2020, because the Company has determined that is it more likely than not that these assets will not be fully realized due to the significant uncertainty about the realization of the deferred tax asset until the Company can operate profitably. The Company experienced a net change in valuation allowance of $1,584,835 and $175,000 in the years ended December 31, 2021 and 2020, respectively. Under the provisions of the Internal Revenue Code, the NOL and tax credit carryforwards are subject to review and possible adjustment by the Internal Revenue Service and state tax authorities. NOL and tax credit carryforwards may become subject to an annual limitation in the event of certain cumulative changes in the ownership interest of significant stockholders over a three-year period in excess of 50%, as defined under Sections 382 and 383 of the Internal Revenue Code as well as similar state provisions. This could limit the amount of tax attributes that can be utilized annually to offset future taxable income or tax liabilities. The amount of the annual limitation is determined based on the value of the Company immediately prior to the ownership change. Subsequent ownership changes may further affect the limitation in future years. The Company has completed financings since its inception and completed its IPO in 2021 which may have resulted in a change in control as defined by Sections 382 and 383 of the Internal Revenue Code, or could result in a change in control in the future. The Company has not analyzed the historical or potential impact of its financings on beneficial ownership, and therefore, no determination has been made whether the net operating loss carryforward is subject to any Internal Revenue Code Section 382 limitation. To the extent there is a limitation, there could be a reduction in the deferred tax asset with an offsetting reduction in the valuation allowance. The Company files tax returns as prescribed by the tax laws of the jurisdictions in which it operates. In the normal course of business, the Company is subject to examination by federal and state jurisdictions, where applicable. The Company’s tax years from 2018 to the present remain open for review. All open years may be examined to the extent that tax credits or NOL carryforwards are used in future periods. The Company will recognize interest and penalties related to uncertain tax positions in income tax expense. On March 27, 2020, the Coronavirus Aid, Relief, and Economic Security Act (“CARES Act”) was signed into law. The Act contains several new or changed income tax provisions, including but not limited to the following: increased limitation threshold for determining deductible interest expense, class life changes to qualified improvements (in general, from 39 years to 15 years), and the ability to carry back net operating losses incurred from tax years 2018 through 2020 up to the five preceding tax years. The Company has evaluated the new tax provisions of the CARES Act and determined the impact to be either immaterial or not applicable. As of December 31, 2021 and 2020, the Company had no accrued interest or penalties related to uncertain tax positions and no amounts have been recognized in the Company’s statements of operations. |
Related -Party Transactions
Related -Party Transactions | 12 Months Ended |
Dec. 31, 2021 | |
Related -Party Transactions | |
Related -Party Transactions | (15) Related -Party Transactions Between inception and mid-2018, major shareholders and co-founders funded certain expenses of the Company. The aggregate amount of these expenses remaining unreimbursed at December 31, 2021 and 2020, is $0 and $35,685, respectively. The Company reimbursed these obligations in 2021. On approximately April 26, 2021, three members of the Company’s management advanced an aggregate of $31,500 to the Company to enable it to pay certain Company IPO expenses. These advances were repaid in full, without interest, on May 13, 2021. |
Subsequent Events
Subsequent Events | 12 Months Ended |
Dec. 31, 2021 | |
Subsequent Events. | |
Subsequent Events | (16) Subsequent Events For its financial statements as of December 31, 2021, the Company evaluated subsequent events through March 31, 2022, the date on which those financial statements were issued. In February 2022, the Company extended its agreement with Massachusetts Biomedical Initiatives, Inc. (“MBI”) through December 31, 2022. See Note 8(a). Beginning March 1, 2022, the Company’s base rent will increase 5.0% to $6,520.50 per month. While MBI has not yet provided the amount of the Company’s allocated share of operating expenses, which amount was $3,105 during the first 12 months of the lease, MBI indicated that the Company’s portion of total operating expenses would remain the same. If operating expenses increase 5%, the amount of the Company’s allocated share of operating expenses would increase to $3,260.25 per month and its total monthly rent would be $9,780.75 . Based on the foregoing, the Company’s total lease commitment from March 1, 2022, through December 31, 2022, would be $97,807.50. On February 1, 2022, the Company made awards of 259,000 stock options under its 2021 Stock Option and Incentive Plan (the “2021 Plan”) at an exercise price of $2.45 per share, the closing price per share of the Company’s common stock on the date of grant. On March 1, 2022, the Company made awards of 192,000 stock options under the 2021 Plan at an exercise price of $2.12 per share, the closing price per share of the Company’s common stock on the date of grant. |
Summary of Significant Accoun_2
Summary of Significant Accounting Policies (Policies) | 12 Months Ended |
Dec. 31, 2021 | |
Summary of Significant Accounting Policies | |
Basis of Presentation | (a) Basis of Presentation These financial statements have been prepared in conformity with accounting principles generally accepted in the United States of America (“U.S. GAAP”) and the rules and regulations of the U.S. Securities and Exchange Commission (“SEC”). Any reference in these notes to applicable guidance is meant to refer to U.S. GAAP as found in the Accounting Standards Codification (“ASC”) and Accounting Standards Update (“ASU”) of the Financial Accounting Standards Board (“FASB”). In the opinion of management, these statements include all adjustments, consisting only of normal, recurring adjustments, necessary for a fair presentation of the financial position of TransCode Therapeutics, Inc. at December 31, 2021 and 2020, and its results of operations and its cash flows for the years ended December 31, 2021 and 2020. |
Use of Estimates | (b) Use of Estimates The preparation of financial statements in conformity with U.S. GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities, including disclosure of contingent assets and liabilities, at the date of the financial statements, and the reported amounts of revenues and expenses during the reporting period. Significant items subject to such estimates and assumptions include but are not limited to the valuation of share-based compensation, income from grants, derivative liabilities, and warrant liability. Future events and their effects cannot be predicted with certainty; accordingly, accounting estimates require the exercise of judgment. Accounting estimates used in the preparation of these financial statements change as new events occur, as more experience is acquired, as additional information is obtained and as the operating environment changes. Due to the uncertainty of factors surrounding the estimates or judgments used in the preparation of the financial statements, actual results may vary materially from these estimates. |
Basic and Diluted Earnings (Loss) per Share | (c) Basic and Diluted Earnings (Loss) per Share Basic net earnings (loss) per share is determined by dividing the net income (loss) attributable to common stockholders by the weighted average number of shares of common stock outstanding during the period. Diluted net earnings (loss) per share includes the effect, if any, from the potential conversion, vesting or exercise of securities (Contingent Securities) such as convertible promissory notes, stock options and warrants, which would result in the issuance of additional shares of common stock. The computation of diluted net earnings (loss) per shares does not include the conversion or exercise of Contingent Securities that would be antidilutive. The basic and dilutive computations of the Company’s net earnings (loss) per share for the years ended December 31, 2021 and 2020, are the same because the effect of including Contingent Securities was antidilutive. |
Cash | (d) Cash The Company classifies deposits in banks, money market funds and cash invested temporarily in various instruments with original maturities of three months or less as cash. At times, the Company’s cash balances in U.S. banks may exceed the levels of insured amounts under the Federal Deposit Insurance Corporation (FDIC). The Company’s cash balance at December 31, 2021, was $20,825,860. |
Fair Value of Financial Instruments | (e) Fair Value of Financial Instruments The Company’s financial instruments at December 31, 2021 and 2020, included cash, accounts payable, accrued expenses, convertible notes, and derivative liabilities related to the convertible notes. Cash and the derivative liabilities are reported at fair value. The recorded carrying amount of accounts payable and accrued expenses reflect their fair value due to their short-term nature. The carrying value of the interest-bearing convertible notes approximates fair value based upon the borrowing rates currently available to the Company for loans with similar terms and maturities. |
Research and Development | (f) Research and Development Research and development costs are expensed as incurred and primarily comprise expenses to discover, research and develop therapeutic candidates. These expenses may include personnel costs, stock-based compensation expense, materials and supplies, allocated facility-related and depreciation expenses, third-party license fees, and costs under arrangements with third party vendors, such as contract research organizations (“CROs”), contract manufacturing organizations (“CMOs”), and consultants. Non-refundable prepayments for goods or services that will be used or rendered for future research and development activities are recorded as prepaid expenses. Such amounts are recognized as expenses as the goods are delivered or the related services are performed, or until it is no longer expected that the goods will be delivered or the services rendered. At December 31, 2021 and 2020, the Company’s outstanding payables to CROs or CMOs were $386,057 and $31,346, respectively. The Company has entered into various research and development-related contracts with companies both inside and outside of the United States. The related costs are recorded as research and development expenses as incurred. The Company records accruals for estimated ongoing research costs. When evaluating the adequacy of the accrued liabilities, the Company analyzes progress of the studies, including the phase or completion of events, invoices received and contracted costs. Significant judgments and estimates are made in determining the accrued balances at the end of any reporting period. Actual results could differ materially from the Company’s estimates. Patent Costs All legal fees and expenses and costs related to patent-related filings with governmental authorities incurred in connection with filing and prosecuting patent applications are expensed as incurred due to the uncertainty about the recovery of the expenditure. Amounts incurred are classified as general and administrative expenses. Other patent costs are classified as R&D expenses. |
Grant Income | (g) Grant Income Funds from grants are recognized as grant income in the statements of operations as and when earned for the specific research and development projects for which the grants are designated. Since there is no transfer of ownership of the work performed under the Award, and we do not lose control over the work performed under the Award, we deemed the Award funds as a contribution. Grant payments received are recorded as deferred grant income on the Company’s balance sheet until the related income has been earned. Grant income earned in excess of grant payments received is recorded as grant receivable on the Company’s balance sheet. |
Share-Based Compensation | Share based compensation, if any, for employees and non-employees is measured at the grant date based on the fair value of the award. The Company recognizes compensation expense, if any, for awards to employees and directors over the requisite service period, which is generally the vesting period of the respective award, and for awards to non-employees over the period during which services are rendered by such non-employees until completed. Generally, the Company issues awards with only service-based vesting conditions and records the expense for these awards using the straight-line method. The Company classifies stock-based compensation expense in its statements of operations in the same manner in which the award recipient’s payroll costs are classified or in which the award recipient’s service payments are classified. Forfeitures are accounted for as they occur. Because prior to the IPO, there was no public market for the Company’s common stock, the estimated fair value of the common stock was determined by the Company’s board of directors (the “Board”) as of the date of each award, with input from management, considering, when available, third-party valuations of the Company’s common stock as well as the Board’s assessment of additional objective and subjective factors that it believed were relevant and which may have changed between the date of the then most recent third-party valuation and the date of the grant. The assumptions used in calculating the fair value of share-based awards represent management’s best estimates and involve inherent uncertainties and the application of management’s judgment. As a result, if factors were to change and management were to use different assumptions, share-based compensation expense could be materially different. Certain stock appraisal methodologies utilize, among other variables, the volatility of the stock price. As an historically private company, the Company lacked company-specific historical and implied volatility information for its stock. Therefore, it estimated its expected stock price volatility based on the historical volatility of publicly-traded peer companies and expects to continue to do so until such time, if ever, as it has adequate historical data regarding the volatility of its own publicly-traded stock price. The expected life of options awarded was estimated using the simplified method because the Company has limited historical information on which to base reasonable expectations about future exercise patterns and post-vesting employment. The risk-free interest rate is determined by reference to the U.S. Treasury yield curve in effect at the time of grant of the award for time periods approximately equal to the expected term of the award. Expected dividend yield is based on the fact that the Company has never paid cash dividends on its common stock and does not expect to pay cash dividends in the foreseeable future. |
Property and equipment | (i) Property and equipment Property and equipment are recorded at cost less accumulated depreciation. Depreciation expense is recognized using the straight-line method over the estimated useful life of each asset as follows: Estimated useful life Laboratory equipment 3 years Furniture and fixtures 5 years Computer and office equipment 3 years Leasehold improvements Shorter of the useful life or remaining lease term When assets are retired or otherwise disposed of, the cost of assets disposed of and the related accumulated depreciation is removed from the accounts and any resulting gain or loss is included in the statements of operations in the period of disposal. Expenditures for repairs and maintenance are charged to expense as incurred. |
Income Taxes | (j) Income Taxes The Company provides for income taxes using the asset and liability approach. Deferred tax assets and liabilities are recorded based on the differences between the financial statement and tax bases of assets and liabilities and the tax rates in effect when these differences are expected to reverse. Deferred tax assets are reduced by a valuation allowance if, based on the weight of available evidence, it is more likely than not that some or all of the deferred tax assets will not be realized. As of December 31, 2021 and 2020, the Company had a full valuation allowance against deferred tax assets. The Company is subject to the provisions of ASC 740-10-25, Income Taxes (ASC 740). ASC 740 prescribes a more likely-than-not threshold for the financial statement recognition of uncertain tax positions. ASC 740 clarifies the accounting for income taxes by prescribing a minimum recognition threshold and measurement attribute for the financial statement recognition and measurement of a tax position taken or expected to be taken in a tax return. There are currently no open Federal or State tax audits. The Company has not recorded any liability for uncertain tax positions at December 31, 2021 or 2020. |
Concentrations of Credit Risk | (k) Concentrations of Credit Risk Financial instruments that potentially expose the Company to concentrations of credit risk consist primarily of cash. The Company generally maintains balances in various accounts at one or more U.S. banks in amounts that may exceed federally insured limits. The Company has not experienced any losses related to its cash and does not believe that it is subject to unusual credit risk beyond the normal credit risk associated with commercial banking balances. |
Derivative Liabilities | (l) Derivative Liabilities The Company does not use derivative instruments to hedge exposures to interest rate, market, or foreign currency risks. The Company evaluates all of its financial instruments, including convertible promissory notes, to determine if such instruments contain features that meet the definition of embedded derivatives. Embedded derivatives must be separately measured from the host contract if all the requirements for bifurcation are met. The assessment of the conditions surrounding the bifurcation of embedded derivatives depends on the nature of the host contract. Bifurcated embedded derivatives are recognized at fair value, with changes in fair value recognized in the statements of operations each period. Bifurcated embedded derivatives are classified with the related host contract in the Company’s balance sheets. In connection with the Company’s convertible promissory notes, the Company identified certain embedded and freestanding derivatives which it recorded as liabilities on the balance sheets and remeasured to fair value at each reporting date until the derivative was settled. Changes in the fair value of the derivative liabilities are recognized in the statements of operations. |
Deferred Offering Costs | (m) Deferred Offering Costs The Company capitalizes certain legal, professional accounting and other third-party fees directly associated with in-process capital stock financings as deferred offering costs until such financings are consummated. After consummation of the financing, these costs are recorded in stockholders’ equity (deficit) as a reduction of additional paid-in capital generated as a result of the offering. Should a planned equity financing be abandoned, the deferred offering costs would be expensed immediately as a charge to operating expenses in the statements of operations. As of December 31, 2021 and 2020, the Company had recorded deferred offering costs of $0 and $224,153 , respectively, incurred in connection with the Company’s IPO and reported as long-term assets on the Company’s balance sheets. Deferred offering costs of $934,427 were offset against proceeds received in the IPO and charged to additional paid-in capital. |
Emerging Growth Company Status | (n) Emerging Growth Company Status The Company is an “emerging growth company” (“EGC”) as defined in the Jumpstart Our Business Startups Act (“JOBS Act”) and may take advantage of certain exemptions from various reporting requirements that are applicable to public companies that are not EGCs. The Company may take advantage of these exemptions until it is no longer an EGC under Section 107 of the JOBS Act and has elected to use the extended transition period for complying with new or revised accounting standards. As a result of this election, the Company’s financial statements may not be comparable to companies that comply with public company Financial Accounting Standards Board (“FASB”) standards’ effective dates. The Company may take advantage of these exemptions up until the last day of the fiscal year following the fifth anniversary of a public offering or such earlier time that it is no longer an EGC. |
Recent Accounting Pronouncements | (o) Recent Accounting Pronouncements In November 2021, the Financial Accounting Standards Board (the “FASB”), issued Accounting Standards Update No. 2021-10 entitled “Government Assistance (Topic 832), Disclosures by Business Entities about Government Assistance” (the “ASU”). This ASU will require enhanced disclosures related to the Company’s contracts with the U.S. Government that are accounted for by applying a grant or contribution accounting model by analogy. The new disclosure requirements include information about the nature of the transactions and the related accounting policy used to account for the transactions; the line items on the balance sheet and income statement that are affected by the transactions, and the amounts applicable to each financial statement line item; and significant terms and conditions of the transactions, including commitments and contingencies. The ASU is effective for annual periods beginning after December 15, 2021. The Company is currently evaluating ASU 2021-10 and assessing the impact of its adoption on its financial statements, but does not believe the adoption of this standard will have a significant impact on its financial statements. In August 2020, the FASB issued ASU No. 2020-06, Debt — Debt with Conversion and Other Options (Subtopic 470-20) and Derivatives and Hedging — Contracts in Entity’s Own Equity (Subtopic 815-40). ASU 2020-06 simplifies accounting for convertible instruments by removing major separation models required under current GAAP. The ASU also simplifies the diluted earnings per share (EPS) calculation in certain areas. The ASU is effective for public business entities that meet the definition of a Securities and Exchange Commission (SEC) filer, excluding entities eligible to be smaller reporting companies as defined by the SEC, for fiscal years beginning after December 15, 2021, including interim periods within those fiscal years. For all other entities, the standard will be effective for fiscal years beginning after December 15, 2023, including interim periods within those fiscal years. Early adoption is permitted. The Company is currently evaluating ASU 2020-06 and assessing the impact of its adoption on its financial statements. |
Reverse Stock Split | (p) Reverse Stock Split On March 22, 2021, the Board and shareholders of the Company approved a reverse split of the Company’s common stock at a ratio of one share for every 1.6486484 shares previously held. All common stock share and per share data and conversion or exercise price data for applicable common stock equivalents included in these financial statements have been retroactively adjusted to reflect the reverse stock split. |
Summary of Significant Accoun_3
Summary of Significant Accounting Policies (Tables) | 12 Months Ended |
Dec. 31, 2021 | |
Summary of Significant Accounting Policies | |
Summary of estimated useful life of property and equipment | Estimated useful life Laboratory equipment 3 years Furniture and fixtures 5 years Computer and office equipment 3 years Leasehold improvements Shorter of the useful life or remaining lease term |
Fair Value Measurements (Tables
Fair Value Measurements (Tables) | 12 Months Ended |
Dec. 31, 2021 | |
Fair Value Measurements | |
Schedule of fair value measurement within the fair value hierarchy of the Company's financial instruments | Fair value measurements as of December 31, 2020, using: Level 1 Level 2 Level 3 Total Liabilities Derivative liabilities $ — $ — $ 1,751,000 $ 1,751,000 Warrant liability — — 29,376 29,376 $ — $ — $ 1,780,376 $ 1,780,376 Fair value measurements as of December 31, 2021, using: Level 1 Level 2 Level 3 Total Liabilities Derivative liabilities $ — $ — $ — $ — Warrant liability — — — — $ — $ — $ — $ — |
Schedule of changes in the fair value of Level 3 financial instruments | Balance, December 31, 2020 $ 1,780,376 Changes in fair value of derivative liability 867,000 Extinguishment of liability on conversion of Notes (2,647,376) Changes in fair value of warrant liability 6,109 Extinguishment of liability on exercise of warrants (6,109) Balance, December 31, 2021 $ — |
Prepaid Expenses and Other Cu_2
Prepaid Expenses and Other Current Assets (Tables) | 12 Months Ended |
Dec. 31, 2021 | |
Prepaid Expenses and Other Current Assets | |
Schedule of prepaid expenses and other current assets | December 31, December 31, 2021 2020 Contract manufacturers and research organizations $ 441,593 $ — Insurance premiums 1,393,853 — Prepaid operating expenses 61,459 — Deposits 9,410 3,199 $ 1,906,315 $ 3,199 |
Property and Equipment (Tables)
Property and Equipment (Tables) | 12 Months Ended |
Dec. 31, 2021 | |
Property and Equipment | |
Summary of property and equipment | December 31, December 31, 2021 2020 Laboratory equipment $ 247,522 $ — Less accumulated depreciation (41,254) — Total property and equipment, net $ 206,268 $ — |
Accounts Payable and Accrued _2
Accounts Payable and Accrued Expenses (Tables) | 12 Months Ended |
Dec. 31, 2021 | |
Accounts Payable and Accrued Expenses | |
Schedule of accounts payable and accrued expenses | December 31, December 31, 2021 2020 Professional fees $ 91,985 $ 193,281 General consulting fees 126,491 80,013 R&D billings - CMOs, CROs, Supplies, Equipment and Consulting 595,465 51,806 General expenses 256,463 1,778 Insurance premiums 945,928 — Payroll and benefits 482,237 — Accrued license payments 5,000 42,300 $ 2,503,569 $ 369,178 |
Commitments and Contingencies (
Commitments and Contingencies (Tables) | 12 Months Ended |
Dec. 31, 2021 | |
Commitments and Contingencies | |
Schedule of milestone payments the Company shall pay to Licensor | Milestone Event Amount Enrollment of first patient in a phase II clinical trial of a therapeutic product or process $ 100,000 Enrollment of first patient in a phase III clinical trial of a therapeutic product or process $ 200,000 First commercial sale of a therapeutic product or process $ 1,000,000 Filing of an application for regulatory approval of a clinical diagnostic product or process $ 100,000 First regulatory approval of a clinical diagnostic product or process $ 150,000 |
Convertible Promissory Notes (T
Convertible Promissory Notes (Tables) | 12 Months Ended |
Dec. 31, 2021 | |
Convertible Promissory Notes | |
Schedule of convertible promissory notes at the time of IPO comprised | Principal Accrued Interest at Accrued Interest at Note Identifier Issue Date Amount July 13, 2021 December 31, 2020 Note One May 2, 2018 $ 500,000 $ 92,548 $ 80,137 Note Two June 26, 2018 $ 50,000 $ 8,803 $ 7,562 Note Three March 2, 2019 $ 100,000 $ 13,249 $ 10,767 Note Four March 5, 2019 $ 50,000 $ 6,625 $ 5,466 Note Five March 8, 2019 $ 50,000 $ 6,707 $ 5,384 Note Six March 15, 2019 $ 50,000 $ 6,567 $ 5,326 Note Seven March 20, 2019 $ 50,000 $ 6,534 $ 5,293 Note Eight November 7, 2019 $ 100,000 $ 9,205 $ 6,723 Note Nine November 7, 2019 $ 100,000 $ 8,942 $ 6,460 Note Ten February 17, 2020 $ 1,000,000 $ 75,806 $ 50,984 Note Eleven April 3, 2020 $ 40,000 $ 2,780 $ 1,790 Note Twelve May 8, 2020 $ 50,000 $ 3,192 $ 1,951 Note Thirteen May 8, 2020 $ 50,000 $ 3,192 $ 1,951 Note Fourteen May 15, 2020 $ 50,000 $ 3,135 $ 1,893 July 13, 2021 December 31, 2020 Principal amount of convertible promissory notes $ 2,240,000 $ 2,240,000 Less unamortized debt issuance costs (6,002) (8,002) Less unamortized debt discounts (107,851) (145,323) Convertible promissory notes, net $ 2,126,147 $ 2,086,675 |
Stockholders Equity (Tables)
Stockholders Equity (Tables) | 12 Months Ended |
Dec. 31, 2021 | |
Stockholders' Equity | |
Schedule of unvested restricted common stock | Unvested restricted common stock at December 31, 2020 146,483 Shares issued — Shares vested (146,483) Unvested restricted common stock at December 31, 2021 — |
Warrants (Tables)
Warrants (Tables) | 12 Months Ended |
Dec. 31, 2021 | |
Fair Value, Liabilities Measured on Recurring Basis, Unobservable Input Reconciliation [Line Items] | |
Schedule of fair value of the warrant liability | Balance, December 31, 2020 $ 1,780,376 Changes in fair value of derivative liability 867,000 Extinguishment of liability on conversion of Notes (2,647,376) Changes in fair value of warrant liability 6,109 Extinguishment of liability on exercise of warrants (6,109) Balance, December 31, 2021 $ — |
Warrant liability | |
Fair Value, Liabilities Measured on Recurring Basis, Unobservable Input Reconciliation [Line Items] | |
Schedule of fair value of the warrant liability | Warrant Liability Fair value at December 31, 2020 $ 29,376 Change in fair value 6,109 Fair value at July 12, 2021 (date of exercise) 35,485 Extinguishment of warrant liability on warrant exercise (35,485) Fair value at December 31, 2021 $ — |
Schedule of assumptions of the fair value of the Company's warrant liability | As of As of July 12, December 31, 2021 2020 Fair value per share of Company’s common stock $ 4.00 $ 3.91 Dividend yield 0.0 % 0.0 % Expected volatility 89.0 % 84.0 % Risk free interest rate 0.5 % 0.3 % Expected life (years) 3.40 4.67 Fair value of warrants $ 35,485 $ 29,376 |
Share-Based Compensation (Table
Share-Based Compensation (Table) | 12 Months Ended |
Dec. 31, 2021 | |
Share-Based Compensation | |
Summary of options activity | Weighted average Weighted exercise average Number of price contractual shares per share term (years) Outstanding at December 31, 2019 — — — Granted 1,756,279 $ 0.25 5.9 Exercised — — — Forfeited — — — Outstanding at December 31, 2020 1,756,279 $ 0.25 5.9 Granted 36,393 $ 3.91 5.5 Exercised — — — Forfeited 78,979 — — Outstanding at December 31, 2021 1,713,693 $ 0.33 5.2 |
Assumptions for estimating the fair value of options | Years ended December 31, 2021 2020 Risk-free interest rate 0.59 % 0.25% - 0.55 % Expected term (in years) 6.0 3.5 - 6.25 Expected volatility 97.20 % 95.83% - 97.20 % Expected dividend yield — % — % Fair value per share of underlying stock $ 3.91 $ 0.08 - $3.91 |
Net Loss Per Share (Tables)
Net Loss Per Share (Tables) | 12 Months Ended |
Dec. 31, 2021 | |
Net Loss Per Share | |
Schedule of computation of basic and diluted net earnings (loss) per share | Years Ended December 31, 2021 2020 Basic and diluted net loss per share Numerator Net loss $ (6,843,399) $ (2,343,893) Denominator Weighted-average common shares outstanding 8,425,880 4,636,216 Net loss per share $ (0.81) $ (0.51) |
Income Taxes (Tables)
Income Taxes (Tables) | 12 Months Ended |
Dec. 31, 2021 | |
Income Taxes | |
Schedule of reconciliation of income tax provision (benefit) at effective income tax rate | Years Ended December 31, 2021 2020 Federal income tax benefit at statutory rate 21.0 % 21.0 % State and local tax, net of federal benefit 4.5 % 1.9 % Permanent differences (3.2) % (14.8) % Deferred true-up — % (0.6) % Change in valuation allowance (23.1) % (7.5) % Effective income tax rate (0.8) % 0.0 % |
Schedule of components of deferred tax assets | Net operating loss carryforwards $ 1,353,293 $ 421,000 Capitalized research and development 666,145 10,000 Capitalized patent and other costs 4,829 4,000 Stock-based compensation 35,123 — Accrued expenses 16,798 — Subtotal deferred tax assets before valuation allowance 2,076,188 435,000 Less valuation allowance (2,019,835) (435,000) Deferred tax assets 56,353 — Deferred tax liability Fixed assets (56,353) — Net deferred taxes $ — $ — |
Nature of Business and Liquid_2
Nature of Business and Liquidity (Details) - USD ($) | Jul. 13, 2021 | Dec. 31, 2021 | Dec. 31, 2020 | May 02, 2018 |
Subsidiary, Sale of Stock [Line Items] | ||||
Net proceeds | $ 26,335,100 | |||
Warrants to purchase number of shares (in shares) | 312,500 | |||
Exercise price | $ 5 | |||
Net cash used in operating activities | $ (5,266,885) | $ (492,971) | ||
Net loss | (6,843,399) | (2,343,893) | ||
Accumulated deficit | 10,305,281 | 3,461,882 | ||
Cash | $ 20,825,860 | $ 828,016 | ||
IPO | ||||
Subsidiary, Sale of Stock [Line Items] | ||||
Gross proceeds | $ 28,750,000 | |||
Shares issued (in shares) | 7,187,500 | |||
Price per share (in dollars per share) | $ 4 | |||
Net proceeds | $ 25,400,000 | |||
Warrants to purchase number of shares (in shares) | 312,500 | |||
Exercise price | $ 5 | $ 2.32 | ||
Redemption premium (as a percent) | 125.00% | |||
Shares converted (in shares) | 1,068,135 |
Summary of Significant Accoun_4
Summary of Significant Accounting Policies - Cash and Cash Equivalents (Details) - USD ($) | Dec. 31, 2021 | Dec. 31, 2020 |
Summary of Significant Accounting Policies | ||
Cash | $ 20,825,860 | $ 828,016 |
Summary of Significant Accoun_5
Summary of Significant Accounting Policies - Research and Development (Details) - USD ($) | Dec. 31, 2021 | Dec. 31, 2020 |
Research and development | ||
Outstanding payables | $ 2,503,569 | $ 369,177 |
Research and Development Arrangement | ||
Research and development | ||
Outstanding payables | $ 386,057 | $ 31,346 |
Summary of Significant Accoun_6
Summary of Significant Accounting Policies - Schedule Of Property Plant And Equipment Table (Details) | 12 Months Ended |
Dec. 31, 2021 | |
Laboratory equipment | |
Property, Plant and Equipment [Line Items] | |
Estimated useful life | 3 years |
Furniture and fixtures | |
Property, Plant and Equipment [Line Items] | |
Estimated useful life | 5 years |
Computer and office equipment | |
Property, Plant and Equipment [Line Items] | |
Estimated useful life | 3 years |
Summary of Significant Accoun_7
Summary of Significant Accounting Policies - Additional Information (Details) | Mar. 22, 2021 | Dec. 31, 2021USD ($) | Dec. 31, 2020USD ($) |
Initial public offering | |||
Deferred offering costs | $ 224,153 | ||
Deferred offering costs offset | $ 934,427 | ||
Reverse stock split ratio | 1.6486484 | ||
IPO | |||
Initial public offering | |||
Deferred offering costs | $ 0 | $ 224,153 |
Fair Value Measurements (Detail
Fair Value Measurements (Details) - USD ($) | 24 Months Ended | |
Dec. 31, 2021 | Dec. 31, 2020 | |
Fair Value, Balance Sheet Grouping, Financial Statement Captions [Line Items] | ||
Derivative liabilities | $ 1,751,000 | |
Warrant liability | 29,376 | |
Total | 1,780,376 | |
Amount of liability transferred from Level 1 to Level 2 | $ 0 | |
Amount of liability transferred from Level 2 to Level 1 | 0 | |
Amount of liability transferred into level 3 | 0 | |
Amount of liability transferred out of level 3 | $ 0 | |
Level 3 | ||
Fair Value, Balance Sheet Grouping, Financial Statement Captions [Line Items] | ||
Derivative liabilities | 1,751,000 | |
Warrant liability | 29,376 | |
Total | $ 1,780,376 |
Fair Value Measurements - Chang
Fair Value Measurements - Changes in the Fair Value of Level 3 Financial Instruments (Details) - USD ($) | 12 Months Ended | |
Dec. 31, 2021 | Dec. 31, 2020 | |
Fair Value, Balance Sheet Grouping, Financial Statement Captions [Line Items] | ||
Change in fair value of derivative liability | $ (867,000) | $ (1,208,000) |
Level 3 | ||
Fair Value, Balance Sheet Grouping, Financial Statement Captions [Line Items] | ||
Fair value, beginning balance | 1,780,376 | |
Change in fair value of derivative liability | 867,000 | |
Extinguishment of liability on conversion of Notes | (2,647,376) | |
Change in fair value of warrant liability | 6,109 | |
Extinguishment of liability on exercise of warrants | $ (6,109) | |
Fair value, ending balance | $ 1,780,376 |
Prepaid Expenses and Other Cu_3
Prepaid Expenses and Other Current Assets (Details) - USD ($) | Dec. 31, 2021 | Dec. 31, 2020 |
Prepaid Expenses and Other Current Assets | ||
Contract manufacturers and research organizations | $ 441,593 | |
Insurance premiums | 1,393,853 | |
Prepaid operating expenses | 61,459 | |
Deposits | 9,410 | $ 3,199 |
Prepaid expenses and other current assets | $ 1,906,315 | $ 3,199 |
Property and Equipment (Details
Property and Equipment (Details) - USD ($) | 12 Months Ended | |
Dec. 31, 2021 | Dec. 31, 2020 | |
Property and equipment | ||
Less accumulated depreciation | $ (41,254) | |
Total property and equipment, net | 206,268 | |
Depreciation expenses | 42,470 | $ 0 |
Laboratory equipment | ||
Property and equipment | ||
Property and equipment, gross | $ 247,522 |
Accounts Payable and Accrued _3
Accounts Payable and Accrued Expenses (Details) - USD ($) | Dec. 31, 2021 | Dec. 31, 2020 |
Professional fees | $ 91,985 | $ 193,281 |
Consulting fees | 126,491 | 80,013 |
Research and development billings | 595,465 | 51,806 |
General expenses | 256,463 | 1,778 |
Insurance premiums | 945,928 | |
Payroll and benefits | 482,237 | |
Accrued license payments | 5,000 | 42,300 |
Accounts payable and accrued expenses | $ 2,503,569 | 369,177 |
Adjustment for rounding | ||
Accounts payable and accrued expenses | $ 369,178 |
Deferred Grant Income (Details)
Deferred Grant Income (Details) - USD ($) | 1 Months Ended | 12 Months Ended | ||
Apr. 30, 2021 | Dec. 31, 2021 | Dec. 31, 2020 | May 31, 2021 | |
Deferred Grant Income | ||||
Expected Award amount | $ 2,392,845 | |||
Grant term (in years) | 3 years | |||
Deferred Grant Income | $ 308,861 | |||
Deferred grant income | $ 30,528 | $ 0 | ||
Grant income recognized | $ 278,333 | $ 0 |
Commitments and Contingencies_2
Commitments and Contingencies (Details) | 1 Months Ended | ||
Mar. 31, 2021USD ($)ft² | Dec. 31, 2021USD ($) | Mar. 31, 2020location | |
Lessee Disclosure [Abstract] | |||
Lease commitment | $ 18,630 | ||
Massachusetts Biomedical Initiatives, Inc. ("MBI") | |||
Lessee Disclosure [Abstract] | |||
Real estate (in sq ft) | ft² | 2,484 | ||
Rent payments (per month) | $ 6,210 | ||
Terms of agreement | 1 year | ||
Option to extend | true | ||
Notice period for cancelation of lease | 90 days | ||
Massachusetts Biomedical Initiatives, Inc. ("MBI") | Operating Expense | |||
Lessee Disclosure [Abstract] | |||
Rent payments (per month) | $ 3,105 | ||
Additional amount for allocated share of operating expenses per square foot | $ 15 | ||
Pagliuca Harvard Life Lab | |||
Lessee Disclosure [Abstract] | |||
Number of laboratory bench rented | location | 1 |
Commitments and Contingencies -
Commitments and Contingencies - License Agreement (Details) - USD ($) | Nov. 08, 2021 | Feb. 15, 2021 | Aug. 31, 2021 | Nov. 30, 2020 | Oct. 31, 2020 | Nov. 30, 2018 | Dec. 31, 2021 | Dec. 31, 2020 |
Loss Contingencies [Line Items] | ||||||||
One-time non-refundable fee of license agreement | $ 50,000 | |||||||
Reimbursement of Licensor's patent costs at execution of the License | 145,000 | |||||||
Minimum annual license fee | $ 25,000 | |||||||
Period within each anniversary of the effective date of the License that minimum annual license fee must be paid | 60 days | |||||||
Accrued license payments | $ 0 | $ 42,300 | ||||||
Maximum total milestone payments | $ 1,550,000 | |||||||
Period within which the milestone payments should be paid upon achievement of the milestone | 60 days | |||||||
Milestone payment due when enrollment of first patient in a phase II clinical trial of a therapeutic product or process | $ 100,000 | |||||||
Milestone payment due when enrollment of first patient in a phase III clinical trial of a therapeutic product or process | 200,000 | |||||||
Milestone payment due when first commercial sale of a therapeutic product or process | 1,000,000 | |||||||
Milestone payment due when filing of an application for regulatory approval of a clinical diagnostic product or process | 100,000 | |||||||
Milestone payment due when first regulatory approval of a clinical diagnostic product or process | $ 150,000 | |||||||
Royalties calculated as a percentage to on net sales of licensed products for therapeutic products or processes | 3.00% | |||||||
Royalties calculated as a percentage to on net sales of licensed products for clinical diagnostic products and processes | 6.00% | |||||||
Royalties calculated as a percentage of any and all sublicense income | 30.00% | |||||||
Notice period for terminating License | 90 days | |||||||
Period after the first commercial sale that the License shall continue if not terminated by the company | 10 years | |||||||
Royalty percentage beyond the term of the License | 1.50% | |||||||
Minimum annual license fee for Patent Family 1 | $ 30,000 | $ 25,000 | ||||||
Minimum annual license fee related to Patent Family 2 | $ 10,000 | |||||||
Cost of option agreement | $ 5,000 | |||||||
Terms of extended option agreement with Licensor | 6 months | |||||||
Cost of extended option agreement | $ 5,000 | $ 5,000 | ||||||
Accounts Payable And Accrued Expense | 5,000 | |||||||
Maximum | Employee Severance | ||||||||
Loss Contingencies [Line Items] | ||||||||
Aggregate amount of severance | $ 2,412,000 |
Convertible Promissory Notes (D
Convertible Promissory Notes (Details) | Jul. 13, 2021USD ($)shares | Dec. 31, 2020USD ($) | Jul. 12, 2021USD ($) | Dec. 31, 2020USD ($) | May 31, 2020USD ($)item | Dec. 31, 2021USD ($) |
Debt Instrument [Line Items] | ||||||
Number of convertible promissory notes | item | 14 | |||||
Aggregate principal amount of convertible promissory notes issued during period | $ 1,190,000 | $ 2,240,000 | ||||
Stated interest rate | 6.00% | |||||
Accrued interest | $ 191,687 | 191,687 | ||||
Unamortized amounts of debt issuance costs and debt discounts | ||||||
Principal amount of convertible promissory notes | $ 2,240,000 | 2,240,000 | 2,240,000 | |||
Less unamortized debt issuance costs | (6,002) | (8,002) | (8,002) | |||
Less unamortized debt discounts | (107,851) | (145,323) | (145,323) | |||
Convertible promissory notes, net | 2,126,147 | 2,086,675 | 2,086,675 | |||
Long-term Debt, Other Disclosures [Abstract] | ||||||
Derivative liability | 1,751,000 | 1,751,000 | ||||
Amortization of debt issuance costs | 10,538 | |||||
Note One | ||||||
Debt Instrument [Line Items] | ||||||
Principal Amount | $ 500,000 | |||||
Accrued Interest | 92,548 | 80,137 | 80,137 | |||
Note Two | ||||||
Debt Instrument [Line Items] | ||||||
Principal Amount | 50,000 | |||||
Accrued Interest | 8,803 | 7,562 | 7,562 | |||
Note Three | ||||||
Debt Instrument [Line Items] | ||||||
Principal Amount | 100,000 | |||||
Accrued Interest | 13,249 | 10,767 | 10,767 | |||
Note Four | ||||||
Debt Instrument [Line Items] | ||||||
Principal Amount | 50,000 | |||||
Accrued Interest | 6,625 | 5,466 | 5,466 | |||
Note Five | ||||||
Debt Instrument [Line Items] | ||||||
Principal Amount | 50,000 | |||||
Accrued Interest | 6,707 | 5,384 | 5,384 | |||
Note Six | ||||||
Debt Instrument [Line Items] | ||||||
Principal Amount | 50,000 | |||||
Accrued Interest | 6,567 | 5,326 | 5,326 | |||
Note Seven | ||||||
Debt Instrument [Line Items] | ||||||
Principal Amount | 50,000 | |||||
Accrued Interest | 6,534 | 5,293 | 5,293 | |||
Note Eight | ||||||
Debt Instrument [Line Items] | ||||||
Principal Amount | 100,000 | |||||
Accrued Interest | 9,205 | 6,723 | 6,723 | |||
Note Nine | ||||||
Debt Instrument [Line Items] | ||||||
Principal Amount | 100,000 | |||||
Accrued Interest | 8,942 | 6,460 | 6,460 | |||
Note Ten | ||||||
Debt Instrument [Line Items] | ||||||
Principal Amount | 1,000,000 | |||||
Accrued Interest | 75,806 | 50,984 | 50,984 | |||
Note Eleven | ||||||
Debt Instrument [Line Items] | ||||||
Principal Amount | 40,000 | |||||
Accrued Interest | 2,780 | 1,790 | 1,790 | |||
Note Twelve | ||||||
Debt Instrument [Line Items] | ||||||
Principal Amount | 50,000 | |||||
Accrued Interest | 3,192 | 1,951 | 1,951 | |||
Note Thirteen | ||||||
Debt Instrument [Line Items] | ||||||
Principal Amount | 50,000 | |||||
Accrued Interest | 3,192 | 1,951 | 1,951 | |||
Note Fourteen | ||||||
Debt Instrument [Line Items] | ||||||
Principal Amount | $ 50,000 | |||||
Accrued Interest | $ 3,135 | 1,893 | 1,893 | |||
IPO | ||||||
Debt Instrument [Line Items] | ||||||
Shares converted (in shares) | shares | 1,068,135 | |||||
Accrued interest | $ 247,285 | 191,687 | 191,687 | |||
Long-term Debt, Other Disclosures [Abstract] | ||||||
Derivative liability | $ 2,618,000 | $ 1,751,000 | $ 1,751,000 | |||
Decrease in fair value of the derivative liability | $ 867,000 |
Stockholders Equity (Details)
Stockholders Equity (Details) | Jul. 13, 2021USD ($)$ / sharesshares | Apr. 30, 2021USD ($) | Dec. 31, 2021Vote$ / sharesshares | Dec. 31, 2018itemshares | Dec. 31, 2021USD ($)Vote$ / sharesshares | Apr. 27, 2021$ / sharesshares | Dec. 31, 2020$ / sharesshares |
Class of Stock [Line Items] | |||||||
Maximum number of shares which the Company is authorized to issue | 300,000,000 | ||||||
Preferred stock, par value | $ / shares | $ 0.0001 | $ 0.0001 | $ 0.0001 | $ 0.0001 | |||
Accumulated restricted common stock issued | 4,636,216 | 4,636,216 | |||||
Accumulated restricted common stock vested | 4,489,738 | ||||||
Restricted shares issued in exchange for subscriptions receivable | 292,250 | ||||||
Number of purchasers for restricted shares in exchange for subscriptions receivable | item | 2 | ||||||
Interest rate for subscriptions receivable | 4.00% | ||||||
Repayment of subscription receivable | $ | $ 3,290 | ||||||
Preferred stock, shares issued | 0 | 0 | |||||
Proceeds from Issuance of Warrants | $ | $ 100 | ||||||
Common Stock, Number of Shares, Par Value and Other Disclosures [Abstract] | |||||||
Cash dividends were declared or paid | $ | $ 0 | ||||||
Common stock voting rights per share | Vote | 1 | 1 | |||||
Accumulated Unrestricted Common Stock Issued | 12,904,574 | 12,904,574 | |||||
IPO | |||||||
Class of Stock [Line Items] | |||||||
Common shares reserved for issuance | 1,050,694 | ||||||
Issuance of common stock in initial public offering, net of offering costs ( in shares) | 7,187,500 | ||||||
Price per share (in dollars per share) | $ / shares | $ 4 | ||||||
Gross proceeds from issuance | $ | $ 28,750,000 | ||||||
Underwriting commissions | $ | 2,415,000 | ||||||
Other offering expenses | $ | $ 934,427 | ||||||
Restricted Stock | |||||||
Share-based Compensation Arrangement by Share-based Payment Award, Equity Instruments Other than Options, Nonvested, Number of Shares [Roll Forward] | |||||||
Unvested restricted common stock, beginning balance | 146,483 | ||||||
Shares vested | (146,483) | ||||||
Common Stock | |||||||
Class of Stock [Line Items] | |||||||
Maximum number of shares which the Company is authorized to issue | 290,000,000 | ||||||
Issuance of common stock in initial public offering, net of offering costs ( in shares) | 7,187,500 | ||||||
Common Stock | IPO | |||||||
Class of Stock [Line Items] | |||||||
Common shares reserved for issuance | 1,080,858 | ||||||
Preferred Stock | |||||||
Class of Stock [Line Items] | |||||||
Maximum number of shares which the Company is authorized to issue | 10,000,000 |
Warrants (Details)
Warrants (Details) | May 02, 2018USD ($)$ / sharesshares | Dec. 31, 2021USD ($)$ / shares | Jul. 12, 2021USD ($) | Dec. 31, 2021USD ($)$ / shares | Jul. 13, 2021$ / shares |
Class of Warrant or Right [Line Items] | |||||
Exercise price | $ / shares | $ 5 | $ 5 | |||
Note One | |||||
Class of Warrant or Right [Line Items] | |||||
The number of shares of common stock subject to the warrants as a percent to the number of shares of Common Stock into which Note One converts | 5 | ||||
Pre-money valuation limit for note conversion | $ 15,000,000 | ||||
Minimum | Note One | |||||
Class of Warrant or Right [Line Items] | |||||
Conversion discount percentage | 20.00% | ||||
Maximum | Note One | |||||
Class of Warrant or Right [Line Items] | |||||
Conversion discount percentage | 30.00% | ||||
Note One Warrants | |||||
Class of Warrant or Right [Line Items] | |||||
Number of shares upon warrant exercise (in shares) | shares | 12,723 | ||||
Fair Value, Liabilities Measured on Recurring Basis, Unobservable Input Reconciliation, Calculation [Roll Forward] | |||||
Fair value, beginning balance | $ 35,485 | $ 29,376 | $ 29,376 | ||
Change in fair value | 6,109 | ||||
Extinguishment of warrant liability on warrant exercise | $ (35,485) | ||||
Fair value, ending balance | $ 35,485 | ||||
IPO | |||||
Class of Warrant or Right [Line Items] | |||||
Exercise price | $ / shares | $ 2.32 | $ 5 |
Warrants - Schedule of Assumpti
Warrants - Schedule of Assumptions of the Fair Value of Warrant Liability (Details) | Dec. 31, 2021$ / sharesshares | Jul. 13, 2021USD ($)$ / sharesY | Dec. 31, 2020USD ($)$ / sharesY |
Fair Value Measurement Inputs and Valuation Techniques [Line Items] | |||
Warrant liability | $ | $ 29,376 | ||
Number of warrants purchased | shares | 312,500 | ||
Exercise price | $ / shares | $ 5 | ||
Underwriter Initial public offering price (in percentage) | 125.00% | ||
Underwriter warrants term | 5 years | ||
Warrant liability | |||
Fair Value Measurement Inputs and Valuation Techniques [Line Items] | |||
Warrant liability | $ | $ 35,485 | $ 29,376 | |
Fair value per share of Company's common stock | Warrant liability | |||
Fair Value Measurement Inputs and Valuation Techniques [Line Items] | |||
Assumptions for fair value of warrant liability | $ / shares | 4 | 3.91 | |
Dividend yield | Warrant liability | |||
Fair Value Measurement Inputs and Valuation Techniques [Line Items] | |||
Assumptions for fair value of warrant liability | 0 | 0 | |
Expected volatility | Warrant liability | |||
Fair Value Measurement Inputs and Valuation Techniques [Line Items] | |||
Assumptions for fair value of warrant liability | 89 | 84 | |
Risk free interest rate | Warrant liability | |||
Fair Value Measurement Inputs and Valuation Techniques [Line Items] | |||
Assumptions for fair value of warrant liability | 0.5 | 0.3 | |
Expected life (years) | Warrant liability | |||
Fair Value Measurement Inputs and Valuation Techniques [Line Items] | |||
Assumptions for fair value of warrant liability | Y | 3.40 | 4.67 |
Share-Based Compensation (Detai
Share-Based Compensation (Details) - Restricted Stock | 12 Months Ended |
Dec. 31, 2021 | |
Minimum | |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |
Vesting period | 2 years |
Maximum | |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |
Vesting period | 3 years |
Share-Based Compensation - Addi
Share-Based Compensation - Additional Information (Details) - shares | 1 Months Ended | 12 Months Ended | ||
Apr. 30, 2020 | Dec. 31, 2021 | Dec. 31, 2020 | Jan. 31, 2021 | |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||
Options awarded during period | 36,393 | 1,756,279 | ||
Significant shareholder threshold used for determining exercise price | 10.00% | |||
Exercise price as a percentage of fair value | 100.00% | |||
Exercise price as a percentage of fair value for shareholders owning specified minimum amount | 110.00% | |||
Option terms for shareholders owning specified minimum amount | 5 years | |||
Number of options outstanding | 1,713,693 | 1,756,279 | ||
Stock Option and Incentive Plan 2020 | ||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||
Shares approved for issuance of options or other awards | 3,032,787 | |||
Terms of award | 10 | |||
Stock Option and Incentive Plan 2020 | Minimum | ||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||
Vesting period | 2 years | |||
Stock Option and Incentive Plan 2020 | Maximum | ||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||
Vesting period | 4 years | |||
Stock Option and Incentive Plan 2021 | ||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||
Shares approved for issuance of options or other awards | 2,500,000 | |||
Options | Stock Option and Incentive Plan 2020 | ||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||
Shares approved for issuance of options or other awards | 78,979 | 1,756,279 | 36,393 | |
Options available for future grants | 1,713,693 | |||
Options vested and exercisable | 1,042,534 |
Share-Based Compensation - Info
Share-Based Compensation - Information About Options to Purchase Common Stock (Details) - USD ($) | 12 Months Ended | ||
Dec. 31, 2021 | Dec. 31, 2020 | Dec. 31, 2019 | |
Number of shares | |||
Outstanding, beginning balance | 1,756,279 | ||
Granted | 36,393 | 1,756,279 | |
Forfeited | 78,979 | ||
Outstanding, ending balance | 1,713,693 | 1,756,279 | |
Weighted average exercise price per share | |||
Outstanding, beginning balance | $ 0.25 | ||
Granted | 3.91 | $ 0.25 | |
Outstanding, ending balance | $ 0.33 | $ 0.25 | |
Weighted average contractual term (years) | |||
Weighted average contractual term (years) | 5 years 2 months 12 days | 5 years 10 months 24 days | 0 years |
Granted | 5 years 6 months | 5 years 10 months 24 days | |
Intrinsic value of the outstanding options | $ 3,787,262 |
Share-Based Compensation - Gran
Share-Based Compensation - Grant-date Fair Value of Options Granted (Details) - Options - $ / shares | 12 Months Ended | |
Dec. 31, 2021 | Dec. 31, 2020 | |
Share-based Compensation Arrangement by Share-based Payment Award, Fair Value Assumptions and Methodology [Abstract] | ||
Risk-free interest rate | 0.59% | |
Expected term (in years) | 6 years | |
Expected volatility | 97.20% | |
Fair value per share of underlying stock | $ 3.91 | |
Weighted average grant date fair value of the options granted | $ 3.01 | |
Minimum | ||
Share-based Compensation Arrangement by Share-based Payment Award, Fair Value Assumptions and Methodology [Abstract] | ||
Risk-free interest rate | 0.25% | |
Expected term (in years) | 3 years 6 months | |
Expected volatility | 95.83% | |
Fair value per share of underlying stock | $ 0.08 | |
Maximum | ||
Share-based Compensation Arrangement by Share-based Payment Award, Fair Value Assumptions and Methodology [Abstract] | ||
Risk-free interest rate | 0.55% | |
Expected term (in years) | 6 years 3 months | |
Expected volatility | 97.20% | |
Fair value per share of underlying stock | $ 3.91 |
Share-Based Compensation - Stoc
Share-Based Compensation - Stock-based Compensation Expense (Details) - USD ($) | 12 Months Ended | |
Dec. 31, 2021 | Dec. 31, 2020 | |
Share-based Payment Arrangement, Expensed and Capitalized, Amount [Line Items] | ||
Share-based compensation expense | $ 185,996 | $ 45,444 |
Remaining unrecognized stock-based compensation expense | $ 192,000 | |
Period for recognition of stock-based compensation expense | 1 year 10 months 24 days | |
Options | ||
Share-based Payment Arrangement, Expensed and Capitalized, Amount [Line Items] | ||
Share-based compensation expense | $ 184,599 | 42,651 |
Restricted Stock | ||
Share-based Payment Arrangement, Expensed and Capitalized, Amount [Line Items] | ||
Share-based compensation expense | $ 1,397 | $ 2,793 |
Net Loss Per Share (Details)
Net Loss Per Share (Details) - USD ($) | 12 Months Ended | |
Dec. 31, 2021 | Dec. 31, 2020 | |
Numerator | ||
Net loss | $ (6,843,399) | $ (2,343,893) |
Denominator | ||
Weighted-average common shares outstanding, basic | 8,425,880 | 4,636,216 |
Weighted-average common shares outstanding, diluted | 8,425,880 | 4,636,216 |
Net earnings (loss) per share attributable to common stockholders, basic | $ (0.81) | $ (0.51) |
Net earnings (loss) per share attributable to common stockholders, diluted | $ (0.81) | $ (0.51) |
Income Taxes - Effective income
Income Taxes - Effective income tax rate reconciliation (Details) | 12 Months Ended | |
Dec. 31, 2021 | Dec. 31, 2020 | |
Effective Income Tax Rate Reconciliation, Percent [Abstract] | ||
Federal income tax benefit at statutory rate | 21.00% | 21.00% |
State and local tax, net of federal benefit | 4.50% | 1.90% |
Permanent differences | (3.20%) | (14.80%) |
Deferred true-up | (0.60%) | |
Change in valuation allowance | (23.10%) | (7.50%) |
Effective income tax rate | (0.80%) | 0.00% |
Income Taxes - Deferred tax ass
Income Taxes - Deferred tax assets (Details) - USD ($) | Dec. 31, 2021 | Dec. 31, 2020 |
Deferred tax assets | ||
Net operating loss carryforwards | $ 1,353,293 | $ 421,000 |
Capitalized research and development | 666,145 | 10,000 |
Capitalized patent and other costs | 4,829 | 4,000 |
Stock-based compensation | 35,123 | |
Accrued expenses | 16,798 | |
Subtotal deferred tax assets before valuation allowance | 2,076,188 | 435,000 |
Less valuation allowance | (2,019,835) | (435,000) |
Deferred tax assets | 56,353 | |
Deferred tax liability | ||
Fixed assets | (56,353) | |
Net deferred taxes | $ 0 | $ 0 |
Income Taxes - Additional infor
Income Taxes - Additional information (Details) - USD ($) | 12 Months Ended | |
Dec. 31, 2021 | Dec. 31, 2020 | |
Operating Loss Carryforwards [Line Items] | ||
Income tax expense (benefit) | $ 53,051 | $ 0 |
Change in valuation allowance | 1,584,835 | 175,000 |
Accrued interest or penalties related to uncertain tax positions | 0 | |
Interest or penalties related to uncertain tax positions recognized in the Company's statements of operations | $ 0 | |
Federal | ||
Operating Loss Carryforwards [Line Items] | ||
Percentage of limitation of usage of operating losses | 80.00% | |
Net operating loss carryforwards | $ 5,025,481 | 1,294,914 |
Federal | 2017 and Prior Years | ||
Operating Loss Carryforwards [Line Items] | ||
Net operating loss carryforwards | 38,297 | |
State and Local | ||
Operating Loss Carryforwards [Line Items] | ||
Net operating loss carryforwards | $ 4,714,271 | $ 1,291,575 |
Related -Party Transactions (De
Related -Party Transactions (Details) - USD ($) | Dec. 31, 2021 | Apr. 26, 2021 | Dec. 31, 2020 |
Related party transactions | |||
Due to related parties | $ 35,685 | ||
IPO | |||
Related party transactions | |||
Due to related parties | $ 31,500 | ||
Major shareholders and co-founders | |||
Related party transactions | |||
Due to related parties | $ 0 | $ 35,685 |
Subsequent Events (Details)
Subsequent Events (Details) - USD ($) | Mar. 01, 2022 | Feb. 01, 2022 | Feb. 28, 2022 | Dec. 31, 2021 | Dec. 31, 2020 |
Subsequent Event [Line Items] | |||||
Total lease commitment | $ 18,630 | ||||
Options awarded (in shares) | 36,393 | 1,756,279 | |||
Exercise price (per share) | $ 3.91 | $ 0.25 | |||
Subsequent Events | |||||
Subsequent Event [Line Items] | |||||
Options awarded (in shares) | 192,000 | 259,000 | |||
Exercise price (per share) | $ 2.12 | $ 2.45 | |||
Subsequent Events | Massachusetts Biomedical Initiatives, Inc. ("MBI") | |||||
Subsequent Event [Line Items] | |||||
Percentage of increase in base rent | 5.00% | ||||
Base rent per month | $ 6,520.50 | ||||
Total monthly rent | $ 9,780.75 | ||||
Possible percentage of increase in operating expenses | 5.00% | ||||
Total lease commitment | $ 97,807.50 | ||||
Subsequent Events | Massachusetts Biomedical Initiatives, Inc. ("MBI") | First 12 Months of Lease | |||||
Subsequent Event [Line Items] | |||||
Allocated share of operating expenses | 3,105 | ||||
Subsequent Events | Massachusetts Biomedical Initiatives, Inc. ("MBI") | 5% Increase in Operating Expenses | |||||
Subsequent Event [Line Items] | |||||
Allocated share of operating expenses | $ 3,260.25 |