Document And Entity Information
Document And Entity Information - USD ($) | 12 Months Ended | ||
Dec. 31, 2021 | Mar. 22, 2022 | Jun. 30, 2021 | |
Cover [Abstract] | |||
Document Type | 10-K | ||
Amendment Flag | false | ||
Document Period End Date | Dec. 31, 2021 | ||
Document Fiscal Year Focus | 2021 | ||
Document Fiscal Period Focus | FY | ||
Trading Symbol | CINC | ||
Entity Registrant Name | CinCor Pharma, Inc. | ||
Entity Central Index Key | 0001868734 | ||
Current Fiscal Year End Date | --12-31 | ||
Entity Filer Category | Non-accelerated Filer | ||
Entity Small Business | true | ||
Entity Emerging Growth Company | true | ||
Entity Ex Transition Period | true | ||
Entity Current Reporting Status | Yes | ||
Entity Interactive Data Current | Yes | ||
Entity Well-known Seasoned Issuer | No | ||
Entity Voluntary Filers | No | ||
Entity Shell Company | false | ||
Title of 12(b) Security | Common Stock, $0.00001 par value per share | ||
Security Exchange Name | NASDAQ | ||
Auditor Firm ID | 42 | ||
Auditor Name | Ernst & Young LLP | ||
Auditor Location | Cincinnati, Ohio | ||
Entity File Number | 001-41201 | ||
Entity Incorporation, State or Country Code | DE | ||
Entity Tax Identification Number | 36-4931245 | ||
Entity Address, Address Line One | 200 Clarendon Street | ||
Entity Address, Address Line Two | 6th Floor | ||
Entity Address, City or Town | Boston | ||
Entity Address, State or Province | MA | ||
Entity Address, Postal Zip Code | 02116 | ||
City Area Code | 844 | ||
Local Phone Number | 531-1834 | ||
Document Transition Report | false | ||
Entity Common Stock Shares Outstanding | 37,709,912 | ||
Entity Public Float | $ 0 | ||
ICFR Auditor Attestation Flag | false | ||
Document Annual Report | true |
Balance Sheets
Balance Sheets - USD ($) | Dec. 31, 2021 | Dec. 31, 2020 |
Current assets: | ||
Cash and cash equivalents | $ 136,605,613 | $ 26,078,064 |
Prepaid research and development contracts | 1,769,074 | 694,504 |
Prepaid expenses and other current assets | 2,731,953 | 27,403 |
Total current assets | 141,106,640 | 26,799,971 |
Total assets | 141,106,640 | 26,799,971 |
Current liabilities: | ||
Accounts payable | 642,143 | 3,666,017 |
Related-party accounts payable | 7,323 | 98,781 |
Warrant derivative liabilities | 10,636,921 | 1,890,357 |
Accrued legal expenses | 2,104,766 | |
Accrued research and development contracts | 1,751,530 | 1,236,209 |
Accrued expenses and other liabilities | 1,406,506 | |
Total current liabilities | 16,549,189 | 6,891,364 |
Stockholders’ deficit: | ||
Common stock, $0.00001 par value per share; 95,000,000 and 13,731,321 shares authorized, 2,557,341 and 1,250,000 issued and outstanding at December 31, 2021 and 2020, respectively | 26 | 13 |
Additional paid-in capital | 13,986,033 | 69,330 |
Accumulated deficit | (77,703,069) | (27,333,995) |
Total stockholders' deficit | (63,717,010) | (27,264,652) |
Total liabilities, redeemable convertible preferred stock, and stockholders’ deficit | 141,106,640 | 26,799,971 |
Series A Redeemable Convertible Preferred Stock [Member] | ||
Current liabilities: | ||
Redeemable convertible preferred stock | 47,173,259 | 47,173,259 |
Series B Redeemable Convertible Preferred Stock [Member] | ||
Current liabilities: | ||
Redeemable convertible preferred stock | $ 141,101,202 |
Balance Sheets (Parenthetical)
Balance Sheets (Parenthetical) - $ / shares | Dec. 31, 2021 | Dec. 31, 2020 |
Common stock, par value per share | $ 0.00001 | $ 0.00001 |
Common stock, shares authorized | 95,000,000 | 13,731,321 |
Common stock, shares issued | 2,557,341 | 1,250,000 |
Common stock, shares outstanding | 2,557,341 | 1,250,000 |
Series A Redeemable Convertible Preferred Stock [Member] | ||
Temporary equity, par value | $ 0.00001 | $ 0.00001 |
Temporary equity, shares authorized | 35,714,282 | 35,714,282 |
Temporary equity, shares outstanding | 35,714,282 | 35,714,282 |
Temporary equity, shares issued | 35,714,282 | 35,714,282 |
Series B Redeemable Convertible Preferred Stock [Member] | ||
Temporary equity, par value | $ 0.00001 | $ 0.00001 |
Temporary equity, shares authorized | 35,716,249 | 0 |
Temporary equity, shares outstanding | 35,716,249 | 0 |
Temporary equity, shares issued | 35,716,249 | 0 |
Statements of Operations and Co
Statements of Operations and Comprehensive Loss - USD ($) | 12 Months Ended | |
Dec. 31, 2021 | Dec. 31, 2020 | |
Operating expenses | ||
Research and development | $ 21,514,135 | $ 19,162,036 |
General and administrative | 20,996,271 | 1,963,409 |
Total operating expenses | 42,510,406 | 21,125,445 |
Loss from operations | (42,510,406) | (21,125,445) |
Other (income) expense: | ||
Interest income | (21,641) | (36,728) |
Change in fair value of warrant derivative liabilities | 7,880,309 | 1,209,828 |
Total other (income) expense | 7,858,668 | 1,173,100 |
Net and comprehensive loss | $ (50,369,074) | $ (22,298,545) |
Net and comprehensive loss per share attributable to common stockholders, basic and diluted | ||
Net and comprehensive loss per share attributable to common stockholders, basic and diluted | $ (32.52) | $ (17.84) |
Weighted average number of common shares used in computing net and comprehensive loss per share attributable to common stockholders, basic and diluted | 1,548,677 | 1,250,000 |
Statements of Redeemable Conver
Statements of Redeemable Convertible Preferred Stock and Stockholders' Deficit - USD ($) | Total | Common Stock [Member] | Additional Paid-in Capital [Member] | Accumulated Deficit [Member] | Series A Redeemable Convertible Preferred Stock [Member] | Series B Redeemable Convertible Preferred Stock [Member] |
Temporary equity balance, Value at Dec. 31, 2019 | $ 15,183,192 | |||||
Temporary equity balance, Shares at Dec. 31, 2019 | 11,904,760 | 0 | ||||
Balance at Dec. 31, 2019 | $ (4,981,998) | $ 13 | $ 53,439 | $ (5,035,450) | ||
Balance, Shares at Dec. 31, 2019 | 1,250,000 | |||||
Issuance of redeemable convertible preferred stock, net of issuance cost | $ 31,990,067 | |||||
Issuance of redeemable convertible preferred stock, net of issuance, shares | 23,809,522 | |||||
Stock-based compensation expense | 15,891 | 15,891 | ||||
Net and comprehensive loss | (22,298,545) | (22,298,545) | ||||
Temporary equity balance, Value at Dec. 31, 2020 | $ 47,173,259 | |||||
Temporary equity balance, Shares at Dec. 31, 2020 | 35,714,282 | 0 | ||||
Balance at Dec. 31, 2020 | (27,264,652) | $ 13 | 69,330 | (27,333,995) | ||
Balance, Shares at Dec. 31, 2020 | 1,250,000 | |||||
Issuance of common stock | 0 | |||||
Issuance of redeemable convertible preferred stock, net of issuance cost | $ 141,967,457 | |||||
Issuance of redeemable convertible preferred stock, net of issuance, shares | 35,716,249 | |||||
Allocation of proceeds to warrant derivative liabilities | $ (866,255) | |||||
Share settlement with related party | 9,512,939 | $ 8 | 9,512,931 | |||
Share settlement with related party, shares | 764,705 | |||||
Stock options exercised | $ 1,403,999 | $ 5 | 1,403,994 | |||
Stock Option Shares outstanding, Exercised | 542,636 | 542,636 | ||||
Stock-based compensation expense | $ 2,999,778 | 2,999,778 | ||||
Net and comprehensive loss | (50,369,074) | (50,369,074) | ||||
Temporary equity balance, Value at Dec. 31, 2021 | $ 47,173,259 | $ 141,101,202 | ||||
Temporary equity balance, Shares at Dec. 31, 2021 | 35,714,282 | 35,716,249 | ||||
Balance at Dec. 31, 2021 | $ (63,717,010) | $ 26 | $ 13,986,033 | $ (77,703,069) | ||
Balance, Shares at Dec. 31, 2021 | 2,557,341 |
Statements of Redeemable Conv_2
Statements of Redeemable Convertible Preferred Stock and Stockholders' Deficit (Parenthetical) - USD ($) | 12 Months Ended | |
Dec. 31, 2021 | Dec. 31, 2020 | |
Redeemable Convertible Preferred Stock | ||
Issuance of redeemable convertible preferred stock, net of issuance cost | $ 897,567 | $ 1,343,268 |
Statements of Cash Flows
Statements of Cash Flows - USD ($) | 12 Months Ended | |
Dec. 31, 2021 | Dec. 31, 2020 | |
Operating activities: | ||
Net and comprehensive loss | $ (50,369,074) | $ (22,298,545) |
Adjustments to reconcile net and comprehensive loss to net cash used in operating activities: | ||
Stock-based compensation | 2,999,778 | 15,891 |
Change in fair value of warrant derivative liabilities | 7,880,309 | 1,209,828 |
Share settlement with related party | 9,512,931 | 0 |
Changes in operating assets and liabilities: | ||
Related-party accounts receivable | 0 | 8,424 |
Prepaid research and development contracts | (1,074,570) | (306,290) |
Prepaid expenses and other current assets | (707,841) | 16,138 |
Accounts payable | (3,023,874) | 2,885,649 |
Related-party accounts payable | (91,458) | (73,756) |
Accrued expenses and other liabilities | 4,026,593 | 1,146,506 |
Net cash used in operating activities | (30,847,206) | (17,396,155) |
Financing activities: | ||
Issuance cost for redeemable convertible preferred stock | (897,567) | (1,343,268) |
Proceeds from exercise of stock options | 1,404,006 | 0 |
Net cash provided by financing activities | 141,374,755 | 31,990,067 |
Increase in cash and cash equivalents | 110,527,549 | 14,593,912 |
Cash and cash equivalents at beginning of year | 26,078,064 | 11,484,152 |
Cash and cash equivalents at end of year | 136,605,613 | 26,078,064 |
IPO [Member] | ||
Financing activities: | ||
Issuance costs for initial public offering | (1,996,709) | 0 |
Series A [Member] | ||
Financing activities: | ||
Proceeds from issuance of redeemable preferred stock inclusive of proceeds attributable to warrant derivative liabilities | 0 | 33,333,335 |
Series B [Member] | ||
Financing activities: | ||
Proceeds from issuance of redeemable preferred stock inclusive of proceeds attributable to warrant derivative liabilities | $ 142,865,025 | $ 0 |
Nature of Organization and Oper
Nature of Organization and Operations | 12 Months Ended |
Dec. 31, 2021 | |
Organization Consolidation And Presentation Of Financial Statements [Abstract] | |
Nature of Business | 1. Nature of Business CinCor Pharma, Inc. (the “Company”) is a clinical-stage biopharmaceutical company focused on developing its lead clinical candidate, CIN-107, for the treatment of hypertension and other cardio-renal diseases. CIN-107 is a highly selective, oral small molecule inhibitor of aldosterone synthase, the enzyme responsible for the synthesis of aldosterone in the adrenal gland. The Company is conducting multiple Phase 2 clinical trials using CIN-107 in differing populations of patients, all of whom are hypertensive. The Company was incorporated in March 2018 and founded as a subsidiary of CinRx Pharma, LLC, or CinRx, a biotechnology company focused on developing novel therapeutics. In May 2019, The Company entered into an agreement with F. Hoffmann-La Roche Ltd and Hoffmann La-Roche Inc., collectively referred to in this Annual Report on Form 10-K as Roche, for an exclusive, worldwide, royalty-bearing license to certain Roche technology to research, develop, manufacture, and commercialize a novel aldosterone synthase inhibitor compound, CIN-107, for any and all diseases and conditions. In connection with the closing of the Series A preferred stock financing and the execution of our in-licensing transaction with Roche, the Company was spun out as an independent company. In October 2021, the Company completed its Series B preferred stock financing and on January 11, 2022, the Company completed an initial public offering, or the IPO, of its common stock. The Company is subject to risks and uncertainties common to early-stage companies in the biopharmaceutical industry, including, but not limited to, possible failure of preclinical studies or clinical trials, the need to obtain marketing approval for its product candidates, development by competitors of new technological innovations, dependence on key personnel, protection of proprietary technology, compliance with government regulations, the need to successfully commercialize and gain market acceptance of any of the Company’s products that are approved and the ability to secure additional capital to fund operations. Product candidates currently under development will require significant additional research and development efforts, including extensive preclinical and clinical testing, and regulatory approval prior to commercialization. These efforts require significant amounts of additional capital, adequate personnel and infrastructure, and extensive compliance-reporting capabilities. Even if the Company’s drug development efforts are successful, it is uncertain when, if ever, the Company will realize revenue from product sales. The Company has funded its operations primarily through private sales of redeemable convertible preferred stock through December 31, 2021. Liquidity The Company incurred significant losses from operations and had negative cash flows from operating activities for the years ended December 31, 2021 and 2020, and since inception. On January 11, 2022, the Company completed an initial public offering ("IPO,") of its common stock pursuant to which the Company issued and sold 13,290,813 shares of common stock at a price to the public of $ 16.00 per share. This included the exercise of 1,190,813 shares, representing a portion of the underwriters' over-allotment option to purchase an additional 1,815,000 shares. The aggregate net proceeds from the IPO, inclusive of proceeds from the over-allotment exercise, were approximately $ 193.2 million after deducting underwriting discounts and commissions of $ 14.9 million and offering expenses of approximately $ 4.5 million. Upon completion of the IPO, all outstanding shares of Series A and Series B redeemable convertible preferred stock converted to common stock at a ratio of 3.4:1 . In addition, the IPO also resulted in the automatic net exercise of the three outstanding Roche Warrants for an aggregate of 852,788 shares of common stock. The Company’s current operating plan indicates it will continue to incur losses from operations and generate negative cash flows from operating activities, given ongoing expenditures related to extensive research and development and the Company’s lack of revenue-generating activities at this point in the Company’s life cycle. The Company expects that its existing cash and cash equivalents, including the proceeds received from the initial public offering, are estimated to support the company’s operating expenses and capital requirements through 2024, including our ongoing and currently planned Phase 2 and Phase 3 clinical programs. The future viability of the Company beyond that point is dependent on its ability to raise additional capital to fund its operations. If the Company is unable to obtain future funding, the Company could be forced to delay, reduce or eliminate some or all of its research and development programs, product portfolio expansion or commercialization efforts, which could adversely affect its business prospects, or the Company may be unable to continue operations. Although management continues to pursue these plans, there is no assurance that the Company will be successful in obtaining sufficient funding on terms acceptable to the Company to fund continuing operations. |
Summary of Significant Accounti
Summary of Significant Accounting Policies | 12 Months Ended |
Dec. 31, 2021 | |
Accounting Policies [Abstract] | |
Summary of Significant Accounting Policies | 2. Summary of Significant Accounting Policies Basis of Presentation The Company’s financial statements are prepared in accordance with U.S. generally accepted accounting principles (“U.S. GAAP”) and stated in U.S. dollars. Any reference in these notes to applicable guidance is meant to refer to the authoritative U.S. GAAP as found in the Accounting Standards Codification (“ASC”) and Accounting Standards Updates (“ASUs”) of the Financial Accounting Standards Board ("FASB"). Segment Information Operating segments are defined as components of an enterprise about which separate discrete information is available for evaluation by the chief operating decision-maker, or decision-making group, in deciding how to allocate resources and in assessing performance. The Company views its operations and manages its business in one operating segment. All the assets and operations of the Company are located in the United States. 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 and disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of income and expenses during the reporting period. Actual results could differ from those estimates. Management considers many factors in selecting appropriate financial accounting policies and controls and in developing the estimates and assumptions that are used in the preparation of these financial statements. Management must apply significant judgment in this process. In addition, other factors may affect estimates, including expected business and operational changes, sensitivity and volatility associated with the assumptions used in developing estimates, and whether historical trends are expected to be representative of future trends. The estimation process often may yield a range of potentially reasonable estimates of the ultimate future outcomes, and management must select an amount that falls within that range of reasonable estimates. Estimates are used in the following areas, among others: prepaid research and development contracts, fair value of the Company’s common stock, fair value of warrant derivative liabilities, stock compensation expense and income taxes. The Company utilizes estimates and assumptions in determining the fair value of its common stock, including stock-based awards. The Company has granted stock options at exercise prices that represented the fair value of its common stock on grant date. The Company utilized various valuation methodologies in accordance with the framework of the American Institute of Certified Public Accountants Technical Practice Aid, Valuation of Privately Held Company Equity Securities Issued as Compensation , to estimate the fair value of its common stock. Each valuation methodology includes estimates and assumptions that require the Company’s judgment. These estimates and assumptions include a number of objective and subjective factors, including external market conditions, the prices at which the Company sold shares of redeemable convertible preferred stock, the superior rights and preferences of the redeemable convertible preferred stock senior to the Company’s common stock at the time, and a probability analysis of various liquidity events, such as a public offering or sale of the Company, under differing scenarios. Changes to the key assumptions used in the valuations could result in different fair values of common stock at each valuation date. Actual results may differ from those estimates or assumptions. The Company’s results and business operations can also be affected or disrupted by economic, political, legislative, regulatory, legal matters, or public health concerns, such as the coronavirus disease 2019 ("COVID-19") pandemic. Economic conditions, such as recessionary trends, inflation, interest, changes in regulatory laws and monetary exchange rates, and government fiscal policies, can also have a significant effect on the Company’s operations. While the Company maintains reserves for anticipated liabilities, the Company could be affected by civil, criminal, regulatory, or administrative actions, claims, or proceedings. The extent to which the Company’s business can be impacted by future events is highly uncertain and cannot be predicted at this time. Concentration of Credit Risk and Other Risks and Uncertainties The Company has no significant off-balance sheet concentrations of credit risk, such as foreign currency exchange contracts, option contracts, or other hedging arrangements. Financial instruments that potentially subject the Company to concentrations of credit risk primarily consist of cash and cash equivalents, which consist of money market funds that invest primarily in short-term U.S. government securities. The Company has not yet generated any revenue from the sale of its products and is subject to all of the risks and uncertainties that are typically faced by biopharmaceutical companies that devote substantially all of their efforts to research and development and clinical trials and do not yet have commercial products. The Company expects to continue incurring losses for the foreseeable future. Cash and Cash Equivalents The primary objectives for the Company’s cash and cash equivalents are the preservation of capital and maintenance of liquidity. The Company considers highly liquid investments with a maturity of three months or less when purchased to be cash equivalents. At December 31, 2021 and 2020 , cash and cash equivalents consist of cash on hand and short-term, highly liquid investments with original maturities of three months or less at the date of purchase. The carrying value of cash and cash equivalents approximates fair value. The Company has maintained balances with its banks in excess of federally insured limits. Deferred Initial Public Offering Costs Costs directly attributable to the Company’s offering of its equity securities are deferred and capitalized as prepaid expenses and other current assets. These costs primarily represent legal, underwriting and accounting costs related to the Company’s efforts to raise capital through a public sale of its common stock. Future costs will be deferred until the completion of the IPO, which occurred on January 11, 2022, at which time they will be reclassified to additional paid in capital as a reduction of the IPO proceeds. At December 31, 2021 , the Company had capitalized $ 2.6 million of deferred IPO costs, as prepaid expenses and other current assets ($ 0 at December 31, 2020). Redeemable Convertible Preferred Stock In accordance with ASC Topic 480, Distinguishing Liabilities from Equity ("ASC 480"), preferred stock issued with redemption provisions that are outside of the control of the issuer or that contain certain redemption features in the event of a deemed liquidation is required to be presented outside of stockholders’ deficit on the face of the balance sheet and certain disclosures are required to be included in the notes to the financial statements. If required, changes in fair value are recorded as additional paid in capital and/or accumulated deficit in the balance sheets. Changes in fair value that would reduce the fair value of the redeemable convertible preferred stock below the original issue price are limited so that the value of the shares are not recorded below the original issue price. Fair Value Measurements The Company’s financial instruments consist of cash equivalents, warrant derivative liabilities, accounts payable, and accrued expenses and other liabilities. The fair values of accounts payable and accrued expenses and other liabilities approximate the carrying values because of their short-term nature. The Company is required to disclose information on all assets and liabilities reported at fair value that enables an assessment of the inputs used in determining the reported fair values. ASC Topic 820, Fair Value Measurement , establishes a hierarchy of inputs used in measuring fair value that maximizes the use of observable inputs and minimizes the use of unobservable inputs by requiring that the observable inputs be used when available. Observable inputs are inputs that market participants would use in pricing the asset or liability based on market data obtained from sources independent of the Company. Unobservable inputs are inputs that reflect the Company’s assumptions about the inputs that market participants would use in pricing the asset or liability and are developed based on the best information available in the circumstances. The fair value hierarchy applies only to the valuation inputs used in determining the reported fair value and is not a measure of the investment credit quality. The three levels of the fair value hierarchy are described below: • Level 1 – Valuations based on unadjusted quoted prices in active markets for identical assets or liabilities that the Company has the ability to access at the measurement date • Level 2 – Valuations based on observable inputs other than quoted prices included in Level 1, such as quoted prices for similar assets and liabilities in active markets; quoted prices for identical or similar assets and liabilities in markets that are not active; or other inputs that are observable or can be corroborated by observable market data • Level 3 – Valuations that require inputs that reflect the Company’s own assumptions that are both significant to the fair value measurement and unobservable To the extent that a valuation is based on models or inputs that are less observable or unobservable in the market, the determination of fair value requires more judgment. Accordingly, the degree of judgment exercised by the Company in determining fair value is greatest for instruments categorized in Level 3. A financial instrument’s level within the fair value hierarchy is based on the lowest level of any input that is significant to the fair value measurement. There were no transfers within the fair value hierarchy in 2021 and 2020. Research and Development Expenses Research and development costs, both internal and external, are expensed as incurred. Costs are considered incurred based on an evaluation of the progress to completion of specific tasks under each contract using information and data provided to the Company by its clinical sites and vendors. These costs consist of direct and indirect costs associated with specific projects, as well as fees paid to various entities that perform certain research on behalf of the Company. The Company’s research and development expenses consist primarily of clinical trial expenses, consulting costs and stock-based compensation, and costs associated with required regulatory filings, licenses, and fees. Stock-Based Compensation The Company accounts for its stock-based compensation awards in accordance with ASC Topic 718, Compensation – Stock Compensation ("ASC 718"). ASC 718 requires all stock-based payments to employees, including grants of employee stock options, to be recognized in the statements of operations and comprehensive loss based on their fair values. The Company’s stock-based awards are subject only to service- based vesting conditions. The Company estimates the fair value of its stock-based awards using the Black-Scholes option pricing model, which requires the input of assumptions, including (a) the expected stock price volatility, (b) the calculation of expected term of the award, (c) the risk-free interest rate, and (d) expected dividends. Due to the lack of a public market for the trading of the Company’s common stock and a lack of company-specific historical and implied volatility data, the Company has based its estimate of expected volatility on the historical volatility of a group of similar companies that are publicly traded. The Company believes that the companies in the group have characteristics similar to its own characteristics, including stage of product development and a focus on the life sciences industry. The Company believes the group selected has sufficient similar economic and industry characteristics and includes companies that are most representative of the Company. The Company uses the simplified method, as prescribed by the Securities and Exchange Commission (SEC) Staff Accounting Bulletin No. 107, Share-Based Payment , to calculate the expected term, as it does not have sufficient historical exercise data to provide a reasonable basis upon which to estimate the expected term for options granted and utilizes the contractual term for options granted. The risk-free interest rate is based on a treasury instrument whose term is consistent with the expected life of the stock options. Compensation expense related to awards is calculated on a straight-line basis by recognizing the grant date fair value over the associated service period of the award, which is generally the vesting term. Derivative Instruments, Including Warrant Derivative Liabilities The Company accounts for derivatives, specifically freestanding detachable stock purchase warrants, in accordance with ASC Topic 815, Derivatives and Hedging ("ASC 815"). This guidance establishes accounting and reporting principles for derivative instruments, including certain derivative instruments embedded in other contracts. Net and Comprehensive Loss Per Share The Company’s basic net and comprehensive loss per share attributable to common stockholders is calculated by dividing the net and comprehensive loss attributable to common stockholders by the weighted average number of shares of common stock outstanding for the period. The diluted net and comprehensive loss per share attributable to common stockholders is computed by giving effect to all potential common stock equivalents outstanding for the period determined using the treasury stock method. For purposes of this calculation, redeemable convertible preferred stock, warrants to purchase common stock and stock options to purchase common stock are considered to be common stock equivalents but have been excluded from the calculation of diluted net and comprehensive loss per share attributable to common stockholders as their effect is anti-dilutive. Income Taxes Income taxes are recorded in accordance with ASC Topic 740, Income Taxes ("ASC 740"), which provides for deferred taxes using an asset and liability approach. The Company recognizes deferred tax assets and liabilities for the expected future tax consequences of events that have been included in the financial statements or tax returns. Deferred tax assets and liabilities are determined based on the difference between the financial statement and tax bases of assets and liabilities and for loss and credit carryforwards using enacted tax rates anticipated to be in effect for the year in which the differences are expected to reverse. Valuation allowances are provided if, based upon the weight of available evidence, it is more likely than not that some or all the deferred tax assets will not be realized. The Company accounts for uncertain tax positions in accordance with the provisions of ASC 740. When uncertain tax positions exist, the Company recognizes the tax benefit of tax positions to the extent that some or all the benefit will more likely than not be realized. The determination as to whether the tax benefit will more likely than not be realized is based upon the technical merits of the tax position, as well as consideration of the available facts and circumstances. As of December 31, 2021 and 2020, the Company does not have any significant uncertain tax positions. If the Company were to incur interest and penalties on uncertain tax positions, it would classify them as income tax expense. The Company files U.S. federal and state income tax returns. Comprehensive Loss Comprehensive loss is defined as the change in equity of a business enterprise during a period from transactions and other events and circumstances from non-owner sources. Comprehensive loss equaled net loss for the periods presented. Litigation and Other Contingencies The Company is or may be subject to legal proceedings and claims arising from the ordinary course of its business, including contract and employment claims. U.S. GAAP requires that a liability for contingencies be recorded when it is probable that a liability has occurred and the amount of the liability can be reasonably estimated. In the opinion of management, the aggregate liability, if any, with respect to such ordinary course of business actions will not have a material adverse effect on the financial position or results of operations of the Company. Recently Issued Accounting Pronouncements From time to time, new accounting pronouncements are issued by the FASB or other standard setting bodies and adopted by the Company as of the specified effective date. Unless otherwise discussed, the Company believes the impact of recently issued standards that are not yet effective will not have a material impact on its financial position or results of operations upon adoption. |
Fair Value Measurements
Fair Value Measurements | 12 Months Ended |
Dec. 31, 2021 | |
Fair Value Disclosures [Abstract] | |
Fair Value Measurements | 3. Fair Value Measurements The following table presents information about the Company’s financial instruments measured at fair value on a recurring basis based on the fair value hierarchy at: December 31, 2021 Level 1 Level 2 Level 3 Total Assets: Cash and cash equivalents $ 136,605,613 $ — $ — $ 136,605,613 Total assets at fair value $ 136,605,613 $ — $ — $ 136,605,613 Liabilities: Warrant derivative liabilities $ — $ — $ 10,636,921 $ 10,636,921 Total liabilities at fair value $ — $ — $ 10,636,921 $ 10,636,921 December 31, 2020 Level 1 Level 2 Level 3 Total Assets: Cash and cash equivalents $ 26,078,064 $ — $ — $ 26,078,064 Total assets at fair value $ 26,078,064 $ — $ — $ 26,078,064 Liabilities: Warrant derivative liabilities $ — $ — $ 1,890,357 $ 1,890,357 Total liabilities at fair value $ — $ — $ 1,890,357 $ 1,890,357 Cash equivalents are valued using unadjusted quoted market prices. The following table sets forth a summary of changes in the fair value of the warrant derivative liabilities, representing a recurring measurement that is classified within Level 3 of the fair value hierarchy: January 1, 2020 $ 680,529 Change in fair value 1,209,828 December 31, 2020 1,890,357 Issuance of freestanding detachable stock purchase warrants 866,255 Change in fair value 7,880,309 December 31, 2021 $ 10,636,921 The Company estimated the fair value of the warrant derivative liabilities using a Black-Scholes option pricing model. The valuation model uses the following assumptions at: December 31, 2021 2020 Fair value of common stock $ 12.44 $ 2.55 Volatility 64.00 % 82.40 % Expected term (in years) 0.52 1.50 Risk-free interest rate 0.21 % 0.12 % Dividend yield — % — % The preceding methods described may produce a fair value calculation that may not be indicative of net realizable value or reflective of future fair values. Furthermore, although the Company believes its valuation methods are appropriate and consistent with other market participants, the use of different methodologies or assumptions to determine the fair value could result in a different fair value measurement at the reporting date. |
License Agreement
License Agreement | 12 Months Ended |
Dec. 31, 2021 | |
License Agreement Disclosure [Abstract] | |
License Agreement | 4. License Agreement In May 2019, the Company entered into a license agreement (“Roche Agreement”) with F. Hoffman-La Roche Ltd. and Hoffmann-La Roche Inc. (collectively, “Roche”), pursuant to which the Company obtained an exclusive, worldwide, royalty-bearing license under certain patents and specified know-how owned or controlled by Roche and covering certain specified small molecule aldosterone synthase inhibitors (“Roche Technology”) to research, develop and commercialize products containing such aldosterone synthase inhibitors (“Licensed Products”) for any and all uses, including the treatment, prevention or diagnosis of any and all diseases and medical conditions in humans and animals. Pursuant to the Roche Agreement, the Company paid Roche a one-time, upfront non-refundable license fee of $ 2.0 million. Additionally, the Company is required to pay Roche certain tiered development event-based milestone payments, certain sales-based milestone payments, as well as a royalty from the future sales of the Licensed Products. The royalty is tiered based on the net sales of each Licensed Product. The Roche Agreement will expire, unless earlier terminated by either party, upon expiration of all royalty or other payment obligations under the Roche Agreement are or will become due. For the years ended December 31, 2021 and 2020, the Company recorded non-cash expense of $ 7.9 million and $ 1.2 million, respectively, related to the Roche Agreement on the Company’s statements of operations and comprehensive loss. |
Redeemable Convertible Preferre
Redeemable Convertible Preferred Stock | 12 Months Ended |
Dec. 31, 2021 | |
Equity [Abstract] | |
Redeemable Convertible Preferred Stock | 5. Redeemable Convertible Preferred Stock Series A Redeemable Convertible Preferred Stock In May 2019, the Company authorized the issuance of 35,714,282 shares to be issued in the form of Series A redeemable convertible preferred stock (“Series A preferred stock”). During the years ended December 31, 2019 and 2020, the Company issued 11,904,760 and 23,809,522 shares of Series A preferred stock at $ 1.40 per share for total proceeds of $ 16.7 million and $ 33.3 million, respectively. The Company incurred $ 2.1 million of Series A preferred stock issuance costs, of which $ 1.3 million was incurred during the year ended December 31, 2020, which is recorded against the carry amount of the Series A preferred stock at December 31, 2021 and 2020. The rights, preferences, and privileges of the Company’s Series A preferred stock are as follows: Voting The holders of Series A preferred stock are entitled to a number of votes equal to the number of whole shares of common stock into which the shares of Series A preferred stock are convertible. Except as provided by law or otherwise, the holders of the Series A preferred stock vote together with the holders of common stock as a single class. Holders of Series A preferred stock, voting as a separate class, are entitled to elect three members of the Board of Directors. The holders of the common stock, voting as a separate class, are entitled to elect two members of the Board of Directors. The holders of Series A preferred stock and common stock, voting together as a single class on an as-converted basis, are entitled to elect any additional members of the Board of Directors. Dividends Dividends are payable, if permitted by law, in accordance with the Series A preferred stock terms if and when declared by the Board of Directors. Holders of the Series A preferred stock are entitled to receive dividends out of any assets at the time legally available, at the applicable dividend rate specified for such shares of the Series A preferred stock. Dividends are not mandatory and are not cumulative. No dividends have been declared or paid since inception of the Company. Liquidation In the event of any voluntary or involuntary liquidation, dissolution, or winding up of the Company, the holders of shares of the Series A preferred stock then outstanding are entitled to be paid out of the assets of the Company available for distribution to its stockholders or, in the case of a Deemed Liquidation Event, out of the consideration payable to stockholders in such an event, before any payment shall be made to the holders of common stock by reason of their ownership thereof, an amount per share equal to the Series A preferred stock original issue price, plus any dividends declared but unpaid. If upon any such liquidation, dissolution, or winding up of the Company or a Deemed Liquidation Event, the assets of the Company available for distribution to its stockholders are insufficient to pay the holders of shares of Series A preferred stock the full amount to which they are entitled, the holders of shares of the Series A preferred stock share ratably in any distribution of the assets available for distribution in proportion to the respective amounts that would otherwise be payable in respect of the shares held by them upon such distribution if all amounts payable on or with respect to such shares were paid in full. The remaining available proceeds will be distributed pro rata among the holders of the shares of the Series A preferred stock and common stock, based on the number of shares held by each such holder, treating for this purpose all such securities as if they had been converted to common stock pursuant to the applicable terms immediately prior to such liquidation, dissolution, or winding up of the Company. Conversion Each share of the Series A preferred stock is convertible, at the option of the holder thereof, at any time and from time to time, and without the payment of additional consideration by the holder thereof, into such number of fully paid and non-assessable shares of common stock as determined by dividing the Series A preferred stock original issue price by the Series A preferred stock conversion price in effect at the time of conversion. The applicable conversion price is subject to future adjustments upon the occurrence of certain events. However, holders of the Series A preferred stock do not have the right to convert any shares of the Series A preferred stock at the applicable conversion ratio in effect for preferred shares upon either (i) the closing of a qualified initial public offering of its common stock at a price per share of at least $ 14.28 per share (subject to adjustment for any share split, combination or dividend or distribution payable) resulting in at least $ 50 million in gross proceeds to the Company net of the underwriting discount and commissions, or (ii) the election to convert the preferred shares by at least two of the following three holders of the Company’s Series A preferred stock: (i) Sofinnova Venture Partners X, L.P., (ii) Sofinnova Capital IX and (iii) 5AM Ventures VI, L.P. The Company evaluated the Series A preferred stock and determined that it was considered an equity host under ASC 815. In making this determination, the Company’s analysis followed the whole instrument approach, which compares an individual feature against the entire Series A preferred stock instrument that includes that feature. The Company’s analysis was based on a consideration of the economic characteristics and risks of the Series A preferred stock. More specifically, the Company evaluated all of the stated and implied substantive terms and features, including (i) whether the Series A preferred stock included redemption features, (ii) how and when any redemption features could be exercised, (iii) whether the holders of the Series A preferred stock were entitled to dividends, (iv) the voting rights of the Series A preferred stock, and (v) the existence and nature of any conversion rights. The Company concluded that, as the Series A preferred stock represents an equity host, the conversion feature included in the Series A preferred stock is clearly and closely related to the associated host instrument. Accordingly, the conversion feature is not considered an embedded derivative that requires bifurcation. The Company accounts for potentially beneficial conversion features under ASC Topic 470-20, Debt with Conversion and Other Options . At the time of the issuances of the shares of Series A preferred stock, the Company’s common stock into which the Company’s Series A preferred stock was convertible had an estimated fair value less than the effective conversion prices of the shares of Series A preferred stock. Therefore, there was no beneficial conversion element on the issuance dates. On January 11, 2022, the Company completed its IPO. Upon the closing of the IPO, the Series A preferred stock was converted into 10,504,199 shares of the Company’s common stock. See Note 12 for further discussion of IPO. Redemption The Series A preferred stock are redeemable upon a request by two of three of the requisite holders of the Company’s Series A preferred stock in the event of a Deemed Liquidation Event, if the Company does not effect a dissolution of the Company within 90 days after such Deemed Liquidation Event, payable at a price equal to the cash or the value of the property, rights, or securities to be paid or distributed to holders pursuant to such Deemed Liquidation Event. Any redemption is deemed to be remote at December 31, 2021 and 2020, and the fair value of Series A preferred stock is deemed to be the price paid by the Series A preferred stockholders. Due to this redemption option, Series A preferred stock is recorded in mezzanine equity and is subject to subsequent measurement under the guidance provided under ASC 480 . In accordance with that guidance, the Company has elected to recognize changes in redemption value immediately. However, based on the nature of Series A preferred stock, no subsequent measurement will be recognized until a Deemed Liquidation Event becomes probable. As of December 31, 2021 and 2020, a Deemed Liquidation Event was not probable; as a result, the Series A preferred stock is valued at original issue price, less cost of issuance, and a portion the value was allocated to the warrant derivative liabilities discussed further below. Warrant Derivative Liabilities In connection with the Series A preferred stock, the Company issued two freestanding detachable stock purchase warrants to an unrelated third party to separately purchase 411,765 and 329,552 shares of common stock (“2019 Warrants”). The 2019 Warrants are exercisable in whole immediately prior to an initial public offering by the Company and, as such, remain issued, outstanding, and exercisable at December 31, 2021 and 2020 . The 2019 Warrants were issued with an initial exercise price of $ 0.04 and an expiration date of May 13, 2029 . The 2019 Warrants qualify as derivative liabilities, which must be accounted for separately from the Series A preferred stock and are measured at fair value on a recurring basis. At December 31, 2021 and 2020 , the 2019 Warrants were valued at $ 9.2 million and $ 1.9 million, respectively, with the change in fair value included in the statements of operations and comprehensive loss in the period the change occurs. On January 11, 2022, the Company completed its IPO. Upon the closing of the IPO, the 2019 Warrants were converted into 739,463 shares of the Company’s common stock. See Note 12 for further discussion of IPO. Series B Redeemable Convertible Preferred Stock In September 2021, the Company authorized the issuance of 35,716,249 shares to be issued in the form of Series B redeemable convertible preferred stock ("Series B preferred stock"). During the year ended December 31, 2021, the Company issued 35,716,249 shares of Series B preferred stock at $ 4.00 per share for total proceeds of $ 142.9 million. The Company incurred $ 0.9 million of Series B preferred stock issuance costs (through December 31, 2021), which are recorded against the carrying amount of the Series B preferred stock at December 31, 2021. The rights, preferences, and privileges of the Company’s Series B preferred stock are as follows: Voting The holders of Series B preferred stock are entitled to a number of votes equal to the number of whole shares of common stock into which the shares of Series B preferred stock are convertible. Except as provided by law or otherwise, the holders of the Series B preferred stock vote together with the holders of common stock as a single class. Holders of Series B preferred stock, voting as a separate class, are entitled to elect one member of the Board of Directors. The holders of preferred stock and common stock, voting together as a single class on an as-converted basis, are entitled to elect any additional members of the Board of Directors other than directors elected by the holders of Series A preferred stock and directors elected by holders of the common stock. Dividends Dividends at the rate per annum of $ 0.32 per share accrue on shares of Series B preferred stock. Dividends on the shares of Series B preferred stock are not cumulative and are payable, if and when declared by the Board of Directors. The Company shall not declare, pay or set aside any dividends on shares of any other class or series of capital stock of the Company unless the holders of preferred stock then outstanding first or simultaneously receive a dividend on each outstanding share of redeemable convertible preferred stock in an amount at least equal to the sum of (i) the amount of the aggregate dividends accrued but unpaid on such shares of preferred stock and (ii) that dividend per share of preferred stock as would equal the product of (1) the dividend payable on each share of such class or series determined, if applicable, as if all shares of such class or series had been converted into common stock and (2) the number of shares of common stock issuable upon conversion of a share of preferred stock. No dividends have been declared or paid since inception of the Company. Liquidation In the event of any voluntary or involuntary liquidation, dissolution, or winding up of the Company, the holders of shares of the Series B preferred stock then outstanding are entitled to be paid out of the assets of the Company available for distribution to its stockholders or, in the case of a Deemed Liquidation Event, out of the consideration payable to stockholders in such an event, before any payment shall be made to the holders of Series A preferred stock or common stock by reason of their ownership thereof, an amount per share equal to the Series B preferred stock original issue price, plus any dividends declared but unpaid thereon. If upon any such liquidation, dissolution, or winding up of the Company or a Deemed Liquidation Event, the assets of the Company available for distribution to its stockholders are insufficient to pay the holders of shares of Series B preferred stock the full amount to which they are entitled, the holders of shares of the Series B preferred stock shall share ratably in any distribution of the assets available for distribution in proportion to the respective amounts that would otherwise be payable in respect of the shares held by them upon such distribution if all amounts payable on or with respect to such shares were paid in full. In the event that the assets of the Corporation available for distribution shall exceed the amount necessary to pay the holders of Series B preferred stock, the holders of shares of Series A preferred stock then outstanding are entitled to be paid out of the assets of the Company available for distribution to its stockholders or, in the case of a Deemed Liquidation Event, out of the consideration payable to stockholders in such an event, before any payment shall be made to the holders of common stock by reason of their ownership thereof, an amount per share equal to the Series A preferred stock original issue price, plus any dividends declared but unpaid thereon. If upon any such liquidation, dissolution, or winding up of the Company or a Deemed Liquidation Event, the assets of the Company available for distribution to its stockholders are insufficient to pay the holders of shares of Series A preferred stock the full amount to which they are entitled, the holders of shares of the Series A preferred stock shall share ratably in any distribution of the assets available for distribution in proportion to the respective amounts that would otherwise be payable in respect of the shares held by them upon such distribution if all amounts payable on or with respect to such shares were paid in full. The remaining available proceeds will be distributed pro rata among the holders of the shares of the Series B preferred stock, Series A preferred stock and common stock, based on the number of shares held by each such holder, treating for this purpose all such securities as if they had been converted to common stock pursuant to the applicable terms immediately prior to such liquidation, dissolution, or winding up of the Company. Conversion Each share of the Series B preferred stock is convertible, at the option of the holder thereof, at any time and from time to time, and without the payment of additional consideration by the holder thereof, into such number of fully paid and non-assessable shares of common stock as determined by dividing the Series B preferred stock original issue price by the Series B preferred stock conversion price in effect at the time of conversion. The Series B preferred stock conversion price shall initially be equal to the Series B original issue price. The applicable conversion price is subject to future adjustments upon the occurrence of certain events. Upon either (i) the closing of a qualified initial public offering of the Company’s common stock resulting in at least $ 100 million in proceeds net of the underwriting discount and commissions; (ii) the closing of a transaction or series of transactions in which the Company’s outstanding shares of capital stock are exchanged for or converted into securities that are publicly listed on a securities exchange through a merger, acquisition, business combination or similar transaction with a “special purpose acquisition company” where the surviving or parent entity receives aggregate gross proceeds, excluding the cash resources of the Company, of at least $100 million; or (iii) the date and time, or the occurrence of an event, specified by vote or written consent of the requisite holders and the Series B requisite holders, then all outstanding shares of preferred stock shall automatically be converted into shares of common stock at the effective conversion rate. The Company evaluated the Series B preferred stock and determined that it was considered an equity host under ASC 815. In making this determination, the Company’s analysis followed the whole instrument approach, which compares an individual feature against the entire Series B preferred stock instrument that includes that feature. The Company’s analysis was based on a consideration of the economic characteristics and risks of the Series B preferred stock. More specifically, the Company evaluated all of the stated and implied substantive terms and features, including (i) whether the Series B preferred stock included redemption features, (ii) how and when any redemption features could be exercised, (iii) whether the holders of the Series B preferred stock were entitled to dividends, (iv) the voting rights of the Series B preferred stock, and (v) the existence and nature of any conversion rights. The Company concluded that, as the Series B preferred stock represents an equity host, the conversion feature included in the Series B preferred stock is clearly and closely related to the associated host instrument. Accordingly, the conversion feature is not considered an embedded derivative that requires bifurcation. The Company accounts for potentially beneficial conversion features under ASC Topic 470-20. At the time of the issuances of the shares of Series B preferred stock, the Company’s common stock into which the Company’s Series B preferred stock was convertible had an estimated fair value less than the effective conversion prices of the shares of Series B preferred stock. Therefore, there was no beneficial conversion element on the issuance dates. Redemption The holders of the Company’s redeemable convertible preferred stock have no rights to cause the redemption of their shares outside of a Deemed Liquidation Event. A Deemed Liquidation Event would constitute a redemption event that may be outside of the Company’s control. Any redemption is deemed to be remote at December 31, 2021, and the fair value of Series B preferred stock is deemed to be the price paid by the Series B preferred stockholders. Due to this redemption option, Series B preferred stock is recorded in mezzanine equity and is subject to subsequent measurement under the guidance provided under ASC 480 . In accordance with that guidance, the Company has elected to recognize changes in redemption value immediately. However, based on the nature of Series B preferred stock, no subsequent measurement will be recognized until a Deemed Liquidation Event becomes probable. As of December 31, 2021, a Deemed Liquidation Event was not probable; as a result, the Series B preferred stock is valued at original issue price, less cost of issuance, and the value is allocated to the warrant derivative liabilities discussed further below. On January 11, 2022, the Company completed its IPO. Upon the closing of the IPO, the Series B preferred stock was converted into 10,504,779 shares of the Company’s common stock. See Note 12 for further discussion of IPO. Warrant Derivative Liabilities In connection with the Series B preferred stock, the Company issued freestanding detachable stock purchase warrants to an unrelated third party to separately purchase 113,610 shares of common stock (the 2021 Warrants). The 2021 Warrants are exercisable in whole immediately prior to an initial public offering by the Company and, as such, remain issued, outstanding, and exercisable at December 31, 2021 . The 2021 Warrants were issued with an initial exercise price of $ 0.04 and an expiration date of May 13, 2029 . The 2021 Warrants qualify as derivative liabilities, which must be accounted for separately from the Series B preferred stock and are measured at fair value on a recurring basis. At December 31, 2021 , the 2021 Warrants were valued at $ 1.4 million with the change in fair value from the date of issuance included in the statements of operations and comprehensive loss in the period the change occurs. On January 11, 2022, the Company completed its IPO. Upon the closing of the IPO, the 2021 Warrants were converted into 113,325 shares of the Company’s common stock. See Note 12 for further discussion of IPO. |
Stockholder's Deficit and Stock
Stockholder's Deficit and Stock-Based Compensation | 12 Months Ended |
Dec. 31, 2021 | |
Equity [Abstract] | |
Stockholders’ Deficit and Stock-Based Compensation | 6. Stockholders’ Deficit and Stock-Based Compensation Common stock The voting, dividend, and liquidation rights of the holders of common stock are subject to and qualified by the rights, powers, and preferences of the holders of the Series A and Series B preferred stock. During the year ended December 31, 2021 , the Company authorized additional shares of common stock in conjunction with the Series B preferred stock offering resulting in a total of 95,000,000 authorized shares of common stock at December 31, 2021. The Company’s common stock has the following characteristics: Voting The holders of the common stock are entitled to one vote for each share of common stock. However, except as otherwise required by law, holders of common stock are not entitled to vote on any amendment to the certificate of incorporation that relates solely to the terms of one or more outstanding series of preferred stock if the holders of such affected series are entitled, either separately or together with the holders of one or more other such series, to vote thereon pursuant to the certificate of incorporation or pursuant to Delaware General Corporation Law. Dividends The holders of common stock are entitled to receive dividends, if and when declared by the Board of Directors. The Company may not declare or pay any cash dividends to the holders of common stock unless, in addition to obtaining any necessary consents, dividends are paid on the Series A and Series B preferred stock in accordance with the respective terms. No dividends have been declared or paid since inception of the Company. Liquidation In the event of any voluntary or involuntary liquidation, dissolution, or winding-up of the Company, the holders of common stock are entitled to share ratably with the holders of the Series A preferred stock in the Company’s assets available for distribution to stockholders after payment to the holders of the Series A and Series B preferred stock of their liquidation preferences has been made. Stock Options On December 30, 2021, the Board of Directors adopted, and the Company’s stockholders approved, the 2022 Equity Incentive Plan (“2022 Plan”). The 2022 Plan provides for the grant of incentive stock options to employees of the Company, and for the grant of non-statutory stock options, stock appreciation rights, restricted stock awards, restricted stock unit awards, performance awards and other forms of stock awards to employees, directors, and consultants, including employees and consultants of affiliates of the Company (collectively, “stock based awards”). The 2022 Plan is a successor to the 2019 Stock Option Plan. ("2019 Plan"). Initially, the maximum number of shares of common stock that may be issued under the 2022 Plan after it became effective was 6,787,652 shares, which is the sum of (i) 3,905,911 new shares; plus (ii) the number of shares that was available for issuance under the 2019 Plan at the time the 2022 Plan became effective; and (iii) any shares subject to outstanding stock options or other stock awards that were granted under the 2019 Plan that are forfeited, terminated, expired or are otherwise not issued. In addition, the number of shares of common stock reserved for issuance under the 2022 Plan will automatically increase on January 1st of each calendar year, starting on January 1, 2023 and continuing through January 1, 2032, in an amount equal to 5% of the total number of shares of common stock outstanding on the last day of the calendar month before the date of each automatic increase, or a lesser number of shares determined by the Board of Directors . The maximum number of shares of common stock that may be issued on the exercise of incentive stock options under the 2022 Plan is 20,362,956 . There were no stock based awards issued from the 2022 Plan as of December 31, 2021. As of December 31, 2021 and 2020 , options to purchase common stock were outstanding under the Company’s 2019 Plan. As of December 31, 2021 and 2020, a total of 3,368,572 and 1,169,411 options respectively, were available for issuance under the 2022 Plan and 2019 Plan, respectively. The following is a summary of the Company’s stock option activity: Stock Weighted Average Weighted Average Outstanding, January 1, 2020 66,392 $ 0.92 9.75 Granted — — — Exercised — — — Expired/cancelled — — — Outstanding, December 31, 2020 66,392 $ 0.92 8.75 Granted 3,352,687 5.42 9.51 Exercised ( 542,636 ) 2.55 — Expired/cancelled ( 259,371 ) 2.55 — Outstanding, December 31, 2021 2,617,072 $ 6.19 9.56 As of December 31, 2021 and 2020, there were 1,869,512 and 27,034 options vested and exercisable, respectively. Unrecognized compensation cost related to stock option awards of $ 14.5 million and $0.0 3 million, as of December 31, 2021 and 2020 , respectively, is expected to be recognized as expense over a weighted average period of 9.56 years and 8.75 years, respectively. The total fair value of options vested was $ 5.8 million and $ 0.02 million for the years ended December 31, 2021 and 2020, respectively. The Company recognized the following compensation cost related to employee stock-based compensation activity: For the Year Ended December 31, 2021 2020 Research and development $ 644,330 15,891 General and administrative 2,355,448 — Total $ 2,999,778 $ 15,891 Outstanding stock options, if not exercised, expire ten years from the date of grant. The Company issues new shares of common stock upon exercise of stock options. The weighted average grant date fair value per share for the outstanding options at December 31, 2021 and 2020 was $ 5.42 and $ 0.71 , respectively. The Company determined the grant-date fair value of stock options using the Black-Scholes option pricing model. The fair value of each stock option grant was determined using assumptions that are subjective and require significant judgment and estimation by management. The risk-free rate assumption was based on observed yields from governmental zero-coupon bonds with a term equivalent to the option. The expected volatility assumption was based on historical volatilities of a group of comparable industry companies whose share prices are publicly available. The peer group was developed based on companies in the therapeutics and pharmaceutical industries. The expected term of stock options represents the weighted average period that the stock options are expected to be outstanding. Because the Company does not have historical exercise behavior, it determined the expected life assumption using the simplified method, which is an average of the options ordinary vesting period and the contractual term. The expected dividend assumption was based on the Company’s history and expectation of dividend payouts at the time of grant. The Company recognizes forfeitures on an actual basis and, as such, did not estimate forfeitures to calculate stock-based compensation. There were no options granted during the year ended December 31, 2020. The following table presents the weighted average assumptions used in the Black-Scholes option pricing model to determine the fair value of stock options granted during the year ended December 31, 2021: Exercise price $ 13.60 Stock price on date of grant $ 11.34 Expected term (years) 6 Expected stock price volatility 63.8 % Risk-free rate of interest 1.35 % Expected dividend yield 0 % There is a high degree of subjectivity involved when using option-pricing models to estimate stock-based compensation. There are currently no market-based mechanisms or other practical applications to verify the reliability and accuracy of the estimates stemming from these models, nor is there a means to compare and adjust the estimates to actual values. Although the fair value of the employee stock-based awards is determined using an option-pricing model, the value may not be indicative of the fair value that would be observed in a market transaction between a willing buyer and a willing seller. If factors change and the Company employs different assumptions when valuing its options, the compensation expense that the Company records in the future may differ significantly from what it has historically reported. |
Income Taxes
Income Taxes | 12 Months Ended |
Dec. 31, 2021 | |
Income Tax Disclosure [Abstract] | |
Income Taxes | 7. Income Taxes The components of the Company’s deferred tax assets are as follows: December 31, 2021 2020 Net operating loss carryforwards $ 14,101,585 $ 5,505,370 Accrued Expenses 205,041 - Licensing fee, contract accruals 368,140 402,852 Stock-based compensation 676,435 3,865 Total deferred tax assets 15,351,201 5,912,087 Valuation allowance ( 15,351,201 ) ( 5,912,087 ) Net deferred tax assets $ — $ — When realization of the deferred tax asset is more likely than not to occur, the benefit related to the deductible temporary differences attributable to operations is recognized as a reduction of income tax expense. Valuation allowances are provided against deferred tax assets when, based on all available evidence, it is considered more likely than not that some portion or all of the recorded deferred tax assets will not be realized in future periods. The deferred tax assets have been fully offset by a valuation allowance, as realization is dependent on future earnings, if any, the timing and amount of which are uncertain. The Company’s effective tax rate for the years ended December 31, 2021 and 2020 is 0 %. A reconciliation of the U.S. federal statutory income tax rate to the Company’s effective income tax rate is as follows: Year Ended December 31, 2021 2020 Statutory federal income tax rate ( 21.00 ) % ( 21.00 ) % State income taxes, net of federal tax benefits ( 1.77 ) ( 1.66 ) Permanent items 3.52 1.25 Change in valuation allowance 19.25 21.41 Total provision for income taxes $ — % $ — % The Company files income tax returns in the U.S. Federal jurisdiction and various state and local jurisdictions. All years remain open and are subject to examination. At December 31, 2021 and 2020 , the Company has no unrecognized tax benefits, and no amounts have been recognized in the statements of operations and comprehensive loss. The Company’s policy is to recognize interest and penalties related to income tax matters in income tax expense. As of December 31, 2021 and 2020 , the Company has no accrued interest and penalties related to uncertain tax positions. |
Net and Comprehensive Loss Per
Net and Comprehensive Loss Per Share (Restated) | 12 Months Ended |
Dec. 31, 2021 | |
Earnings Per Share [Abstract] | |
Net and Comprehensive Loss Per Share (Restated) | 8. Net and Comprehensive Loss Per Share The Company’s basic and diluted net and comprehensive loss per share for the years ended December 31, 2021 and 2020, was $( 32.52 ) and $( 17.84 ), respectively. The following weighted average common stock equivalents were excluded from the calculation of diluted net loss per share for the periods presented because including them would have had an anti-dilutive effect for the years ended: December 31, 2021 2020 Series A redeemedable convertible preferred stock (if converted) 10,504,199 10,504,199 Series B redeemedable convertible preferred stock (if converted) 10,504,779 — 2019 and 2021Warrants (if exercised) 852,788 739,463 Outstanding options exercisable 1,869,512 15,969 |
Related-Party Transactions
Related-Party Transactions | 12 Months Ended |
Dec. 31, 2021 | |
Related Party Transactions [Abstract] | |
Related-Party Transactions | 9. Related-Party Transactions CinRx Pharma LLC and Subsidiaries ("CinRx") Certain former executives and employees of the Company, including the Company’s former chief executive officer and a former member of the board of directors and a former member of the Company’s board of directors, are members of CinRx’s board of managers and/or have equity investments in CinRx, a biotechnology company. The Company receives business management services from CinRx from time to time as needed, under a management services agreement. As of December 31, 2021 and 2020 , the Company paid CinRx $ 1.3 million and $ 1.6 million, respectively. Of these fees $ 0.9 million and $ 1.2 million are included in research and development expenses while $ 0.4 million and $ 0.4 million are in general and administrative expenses on the statements of operations and comprehensive loss as of December 31, 2021 and 2020, respectively. We terminated the Management Services Agreement pursuant to its terms on February 2, 2022. |
Commitments and Contingencies
Commitments and Contingencies | 12 Months Ended |
Dec. 31, 2021 | |
Commitments and Contingencies Disclosure [Abstract] | |
Commitments and Contingencies | 10. Commitments and Contingencies Lease On June 1, 2021, the Company entered in to an agreement to lease 351 square feet of floor area at 200 Clarendon Street, Boston, MA 02116 from, Boston Properties, Inc for $ 3,400 per month with an original expiration date of August 31, 2021 . On August 20, 2021, the Company entered in to a first amendment to increase the leased space, thereby increasing the lease payments to $ 6,800 per month for a term set to expire on November 30, 2021 . On November 9, 2021 the Company entered in to a second amendment for additional space, bringing the total leased space to 1,161 square feet, through March 31, 2022 for a total monthly payment of $ 10,200 per month. On February 24, 2022, the Company entered in to a new lease, commencing April 1, 2022 , for 5,400 square feet of office space in Waltham, Massachusetts, which will be our new headquarters. As this lease has a term of less than 12 months, the Company has not recorded it on the balance sheet, as allowed under ASC Topic 842, Leases ("ASC 842"). On July 30, 2021, the Company entered into an agreement to lease office space at 5325 Deerfield Boulevard, Mason, OH 45040 from COHatch Cincinnati for $ 750 per month until the new COHatch facility in Montgomery, OH construction is completed. On September 16, 2021 the Company entered in to a first amendment to increase the leased space (total leased space of 221 square footage), thereby increasing the lease payments to $ 2,850 , until construction is complete. As this lease has a term of less than 12 months, the Company has not recorded it on the balance sheet, as allowed under ASC 842. Litigation On October 29, 2021, CinRx Pharma, LLC, or CinRx, filed a complaint in Ohio state court against two of our current employees, including Catherine Pearce, M.B.A., D.H.Sc., our Chief Operating Officer and co-founder, alleging several claims, including breach of contract, breaches of fiduciary duties to CinRx, fraud, unjust enrichment, breach of non-solicitation agreement and fraudulent misrepresentation and material breach of subscription agreements. Furthermore, on November 5, 2021, CinRx filed a complaint in Superior Court of the State of Delaware against us and three of our investors alleging breach of contract in connection with our Series B preferred stock financing and seeking compensatory damages. The complaint contended that the waiver of participation rights in our Series B preferred stock financing pursuant to the Investors’ Rights Agreement, dated May 13, 2019, or the IRA, was invalid and diluted the shares of our common stock held by CinRx, and that CinRx’s allocation of our Series B preferred stock in our Series B preferred stock financing was insufficient under the IRA. On December 22, 2021, the Company entered into a settlement agreement and release, or the Settlement Agreement, with CinRx, two of our employees (including Ms. Pearce), and certain of our investors relating to, among other things, the release of claims asserted in proceedings brought by CinRx against certain of our employees in Ohio state court and against us and certain of our investors in Superior Court of the State of Delaware. Under the terms of the Settlement Agreement, the Company agreed to, among other things, issue 764,705 shares (valued at $ 9.5 million ) of our common stock to CinRx. The Company also agreed to reimburse CinRx’s legal fees relating to the dispute for up to an aggregate total of $ 0.5 million. As a result of the Settlement Agreement, the Company recorded $ 10.0 million of expense which is included in general and administrative expenses in the statement of operations and comprehensive loss during the year ended December 31, 2021. CinRx, under the terms of the Settlement Agreement, has agreed to dismiss with prejudice all litigation against us, Ms. Pearce, our employees and our investors, and to enter into a voting agreement and proxy regarding the voting of shares of our capital stock held by CinRx, including any vote concerning matters related to our IPO, any merger, sale or change of control, adoption of equity incentive or similar plans, debt financings and certain equity financings, that terminates upon the earlier to occur of 15 months after the date of the Settlement Agreement and expiration of the lockup agreement related to our IPO. |
Employee Benefit Plan
Employee Benefit Plan | 12 Months Ended |
Dec. 31, 2021 | |
Share-based Payment Arrangement, Disclosure [Abstract] | |
Employee Benefit Plan | 11. Employee Benefit Plan The Company maintains a defined contribution 401(k) plan available to full time employees. Employee contributions are voluntary and are determined on an individual basis, limited by the maximum amounts allowable under federal tax regulations. The Company provides an automatic contribution of 4 % of the employee's salary. The Company’s matching contributions totaled approximately $ 0.03 million and $ 0.00 million in matching contributions are included in general and administrative expense for the years ended December 31, 2021 and 2020, respectively. |
Subsequent Events
Subsequent Events | 12 Months Ended |
Dec. 31, 2021 | |
Subsequent Events [Abstract] | |
Subsequent Events | 12. Subsequent Events On January 11, 2022, the Company completed its IPO of its common stock pursuant to which the Company issued and sold 13,290,813 shares of common stock at a price to the public of $ 16.00 per share. This included the exercise of 1,190,813 shares, representing a portion of the underwriters' over-allotment option to purchase an additional 1,815,000 shares. The aggregate net proceeds from the IPO, inclusive of proceeds from the over-allotment exercise, were approximately $ 193.2 million after deducting underwriting discounts and commissions of $ 14.9 million and offering expenses of approximately $ 4.5 million. Upon completion of the IPO, all outstanding shares of Series A and Series B redeemable convertible preferred stock converted to common stock at a ratio of 3.4:1 . In addition, the IPO also resulted in the automatic net exercise of the three outstanding Roche Warrants for an aggregate of 852,788 shares of common stock. |
Summary of Significant Accoun_2
Summary of Significant Accounting Policies (Policies) | 12 Months Ended |
Dec. 31, 2021 | |
Accounting Policies [Abstract] | |
Basis of Presentation | Basis of Presentation The Company’s financial statements are prepared in accordance with U.S. generally accepted accounting principles (“U.S. GAAP”) and stated in U.S. dollars. Any reference in these notes to applicable guidance is meant to refer to the authoritative U.S. GAAP as found in the Accounting Standards Codification (“ASC”) and Accounting Standards Updates (“ASUs”) of the Financial Accounting Standards Board ("FASB"). |
Segment Information | Segment Information Operating segments are defined as components of an enterprise about which separate discrete information is available for evaluation by the chief operating decision-maker, or decision-making group, in deciding how to allocate resources and in assessing performance. The Company views its operations and manages its business in one operating segment. All the assets and operations of the Company are located in the United States. |
Use of Estimates | 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 and disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of income and expenses during the reporting period. Actual results could differ from those estimates. Management considers many factors in selecting appropriate financial accounting policies and controls and in developing the estimates and assumptions that are used in the preparation of these financial statements. Management must apply significant judgment in this process. In addition, other factors may affect estimates, including expected business and operational changes, sensitivity and volatility associated with the assumptions used in developing estimates, and whether historical trends are expected to be representative of future trends. The estimation process often may yield a range of potentially reasonable estimates of the ultimate future outcomes, and management must select an amount that falls within that range of reasonable estimates. Estimates are used in the following areas, among others: prepaid research and development contracts, fair value of the Company’s common stock, fair value of warrant derivative liabilities, stock compensation expense and income taxes. The Company utilizes estimates and assumptions in determining the fair value of its common stock, including stock-based awards. The Company has granted stock options at exercise prices that represented the fair value of its common stock on grant date. The Company utilized various valuation methodologies in accordance with the framework of the American Institute of Certified Public Accountants Technical Practice Aid, Valuation of Privately Held Company Equity Securities Issued as Compensation , to estimate the fair value of its common stock. Each valuation methodology includes estimates and assumptions that require the Company’s judgment. These estimates and assumptions include a number of objective and subjective factors, including external market conditions, the prices at which the Company sold shares of redeemable convertible preferred stock, the superior rights and preferences of the redeemable convertible preferred stock senior to the Company’s common stock at the time, and a probability analysis of various liquidity events, such as a public offering or sale of the Company, under differing scenarios. Changes to the key assumptions used in the valuations could result in different fair values of common stock at each valuation date. Actual results may differ from those estimates or assumptions. The Company’s results and business operations can also be affected or disrupted by economic, political, legislative, regulatory, legal matters, or public health concerns, such as the coronavirus disease 2019 ("COVID-19") pandemic. Economic conditions, such as recessionary trends, inflation, interest, changes in regulatory laws and monetary exchange rates, and government fiscal policies, can also have a significant effect on the Company’s operations. While the Company maintains reserves for anticipated liabilities, the Company could be affected by civil, criminal, regulatory, or administrative actions, claims, or proceedings. The extent to which the Company’s business can be impacted by future events is highly uncertain and cannot be predicted at this time. |
Concentration of Credit Risk and Other Risks and Uncertainties | Concentration of Credit Risk and Other Risks and Uncertainties The Company has no significant off-balance sheet concentrations of credit risk, such as foreign currency exchange contracts, option contracts, or other hedging arrangements. Financial instruments that potentially subject the Company to concentrations of credit risk primarily consist of cash and cash equivalents, which consist of money market funds that invest primarily in short-term U.S. government securities. The Company has not yet generated any revenue from the sale of its products and is subject to all of the risks and uncertainties that are typically faced by biopharmaceutical companies that devote substantially all of their efforts to research and development and clinical trials and do not yet have commercial products. The Company expects to continue incurring losses for the foreseeable future. |
Cash and Cash Equivalents | Cash and Cash Equivalents The primary objectives for the Company’s cash and cash equivalents are the preservation of capital and maintenance of liquidity. The Company considers highly liquid investments with a maturity of three months or less when purchased to be cash equivalents. At December 31, 2021 and 2020 , cash and cash equivalents consist of cash on hand and short-term, highly liquid investments with original maturities of three months or less at the date of purchase. The carrying value of cash and cash equivalents approximates fair value. The Company has maintained balances with its banks in excess of federally insured limits. |
Deferred Initial Public Offering Costs | Deferred Initial Public Offering Costs Costs directly attributable to the Company’s offering of its equity securities are deferred and capitalized as prepaid expenses and other current assets. These costs primarily represent legal, underwriting and accounting costs related to the Company’s efforts to raise capital through a public sale of its common stock. Future costs will be deferred until the completion of the IPO, which occurred on January 11, 2022, at which time they will be reclassified to additional paid in capital as a reduction of the IPO proceeds. At December 31, 2021 , the Company had capitalized $ 2.6 million of deferred IPO costs, as prepaid expenses and other current assets ($ 0 at December 31, 2020). |
Redeemable Convertible Preferred Stock | Redeemable Convertible Preferred Stock In accordance with ASC Topic 480, Distinguishing Liabilities from Equity ("ASC 480"), preferred stock issued with redemption provisions that are outside of the control of the issuer or that contain certain redemption features in the event of a deemed liquidation is required to be presented outside of stockholders’ deficit on the face of the balance sheet and certain disclosures are required to be included in the notes to the financial statements. If required, changes in fair value are recorded as additional paid in capital and/or accumulated deficit in the balance sheets. Changes in fair value that would reduce the fair value of the redeemable convertible preferred stock below the original issue price are limited so that the value of the shares are not recorded below the original issue price. |
Fair Value Measurements | Fair Value Measurements The Company’s financial instruments consist of cash equivalents, warrant derivative liabilities, accounts payable, and accrued expenses and other liabilities. The fair values of accounts payable and accrued expenses and other liabilities approximate the carrying values because of their short-term nature. The Company is required to disclose information on all assets and liabilities reported at fair value that enables an assessment of the inputs used in determining the reported fair values. ASC Topic 820, Fair Value Measurement , establishes a hierarchy of inputs used in measuring fair value that maximizes the use of observable inputs and minimizes the use of unobservable inputs by requiring that the observable inputs be used when available. Observable inputs are inputs that market participants would use in pricing the asset or liability based on market data obtained from sources independent of the Company. Unobservable inputs are inputs that reflect the Company’s assumptions about the inputs that market participants would use in pricing the asset or liability and are developed based on the best information available in the circumstances. The fair value hierarchy applies only to the valuation inputs used in determining the reported fair value and is not a measure of the investment credit quality. The three levels of the fair value hierarchy are described below: • Level 1 – Valuations based on unadjusted quoted prices in active markets for identical assets or liabilities that the Company has the ability to access at the measurement date • Level 2 – Valuations based on observable inputs other than quoted prices included in Level 1, such as quoted prices for similar assets and liabilities in active markets; quoted prices for identical or similar assets and liabilities in markets that are not active; or other inputs that are observable or can be corroborated by observable market data • Level 3 – Valuations that require inputs that reflect the Company’s own assumptions that are both significant to the fair value measurement and unobservable To the extent that a valuation is based on models or inputs that are less observable or unobservable in the market, the determination of fair value requires more judgment. Accordingly, the degree of judgment exercised by the Company in determining fair value is greatest for instruments categorized in Level 3. A financial instrument’s level within the fair value hierarchy is based on the lowest level of any input that is significant to the fair value measurement. There were no transfers within the fair value hierarchy in 2021 and 2020. |
Research and Development | Research and Development Expenses Research and development costs, both internal and external, are expensed as incurred. Costs are considered incurred based on an evaluation of the progress to completion of specific tasks under each contract using information and data provided to the Company by its clinical sites and vendors. These costs consist of direct and indirect costs associated with specific projects, as well as fees paid to various entities that perform certain research on behalf of the Company. The Company’s research and development expenses consist primarily of clinical trial expenses, consulting costs and stock-based compensation, and costs associated with required regulatory filings, licenses, and fees. |
Stock-Based Compensation | Stock-Based Compensation The Company accounts for its stock-based compensation awards in accordance with ASC Topic 718, Compensation – Stock Compensation ("ASC 718"). ASC 718 requires all stock-based payments to employees, including grants of employee stock options, to be recognized in the statements of operations and comprehensive loss based on their fair values. The Company’s stock-based awards are subject only to service- based vesting conditions. The Company estimates the fair value of its stock-based awards using the Black-Scholes option pricing model, which requires the input of assumptions, including (a) the expected stock price volatility, (b) the calculation of expected term of the award, (c) the risk-free interest rate, and (d) expected dividends. Due to the lack of a public market for the trading of the Company’s common stock and a lack of company-specific historical and implied volatility data, the Company has based its estimate of expected volatility on the historical volatility of a group of similar companies that are publicly traded. The Company believes that the companies in the group have characteristics similar to its own characteristics, including stage of product development and a focus on the life sciences industry. The Company believes the group selected has sufficient similar economic and industry characteristics and includes companies that are most representative of the Company. The Company uses the simplified method, as prescribed by the Securities and Exchange Commission (SEC) Staff Accounting Bulletin No. 107, Share-Based Payment , to calculate the expected term, as it does not have sufficient historical exercise data to provide a reasonable basis upon which to estimate the expected term for options granted and utilizes the contractual term for options granted. The risk-free interest rate is based on a treasury instrument whose term is consistent with the expected life of the stock options. Compensation expense related to awards is calculated on a straight-line basis by recognizing the grant date fair value over the associated service period of the award, which is generally the vesting term. |
Derivative Instruments, Including Warrant Derivative Liabilities | Derivative Instruments, Including Warrant Derivative Liabilities The Company accounts for derivatives, specifically freestanding detachable stock purchase warrants, in accordance with ASC Topic 815, Derivatives and Hedging ("ASC 815"). This guidance establishes accounting and reporting principles for derivative instruments, including certain derivative instruments embedded in other contracts. |
Net and Comprehensive Loss Per Share | Net and Comprehensive Loss Per Share The Company’s basic net and comprehensive loss per share attributable to common stockholders is calculated by dividing the net and comprehensive loss attributable to common stockholders by the weighted average number of shares of common stock outstanding for the period. The diluted net and comprehensive loss per share attributable to common stockholders is computed by giving effect to all potential common stock equivalents outstanding for the period determined using the treasury stock method. For purposes of this calculation, redeemable convertible preferred stock, warrants to purchase common stock and stock options to purchase common stock are considered to be common stock equivalents but have been excluded from the calculation of diluted net and comprehensive loss per share attributable to common stockholders as their effect is anti-dilutive. |
Income Taxes | Income Taxes Income taxes are recorded in accordance with ASC Topic 740, Income Taxes ("ASC 740"), which provides for deferred taxes using an asset and liability approach. The Company recognizes deferred tax assets and liabilities for the expected future tax consequences of events that have been included in the financial statements or tax returns. Deferred tax assets and liabilities are determined based on the difference between the financial statement and tax bases of assets and liabilities and for loss and credit carryforwards using enacted tax rates anticipated to be in effect for the year in which the differences are expected to reverse. Valuation allowances are provided if, based upon the weight of available evidence, it is more likely than not that some or all the deferred tax assets will not be realized. The Company accounts for uncertain tax positions in accordance with the provisions of ASC 740. When uncertain tax positions exist, the Company recognizes the tax benefit of tax positions to the extent that some or all the benefit will more likely than not be realized. The determination as to whether the tax benefit will more likely than not be realized is based upon the technical merits of the tax position, as well as consideration of the available facts and circumstances. As of December 31, 2021 and 2020, the Company does not have any significant uncertain tax positions. If the Company were to incur interest and penalties on uncertain tax positions, it would classify them as income tax expense. The Company files U.S. federal and state income tax returns. |
Comprehensive Loss | Comprehensive Loss Comprehensive loss is defined as the change in equity of a business enterprise during a period from transactions and other events and circumstances from non-owner sources. Comprehensive loss equaled net loss for the periods presented. |
Litigation And Other Contingencies | Litigation and Other Contingencies The Company is or may be subject to legal proceedings and claims arising from the ordinary course of its business, including contract and employment claims. U.S. GAAP requires that a liability for contingencies be recorded when it is probable that a liability has occurred and the amount of the liability can be reasonably estimated. In the opinion of management, the aggregate liability, if any, with respect to such ordinary course of business actions will not have a material adverse effect on the financial position or results of operations of the Company. |
Recent Issued Accounting Pronouncements | Recently Issued Accounting Pronouncements From time to time, new accounting pronouncements are issued by the FASB or other standard setting bodies and adopted by the Company as of the specified effective date. Unless otherwise discussed, the Company believes the impact of recently issued standards that are not yet effective will not have a material impact on its financial position or results of operations upon adoption. |
Fair Value Measurements (Tables
Fair Value Measurements (Tables) | 12 Months Ended |
Dec. 31, 2021 | |
Fair Value Disclosures [Abstract] | |
Schedule of Financial Instruments Measured at Fair Value on Recurring Basis Based on Fair Value Hierarchy | The following table presents information about the Company’s financial instruments measured at fair value on a recurring basis based on the fair value hierarchy at: December 31, 2021 Level 1 Level 2 Level 3 Total Assets: Cash and cash equivalents $ 136,605,613 $ — $ — $ 136,605,613 Total assets at fair value $ 136,605,613 $ — $ — $ 136,605,613 Liabilities: Warrant derivative liabilities $ — $ — $ 10,636,921 $ 10,636,921 Total liabilities at fair value $ — $ — $ 10,636,921 $ 10,636,921 December 31, 2020 Level 1 Level 2 Level 3 Total Assets: Cash and cash equivalents $ 26,078,064 $ — $ — $ 26,078,064 Total assets at fair value $ 26,078,064 $ — $ — $ 26,078,064 Liabilities: Warrant derivative liabilities $ — $ — $ 1,890,357 $ 1,890,357 Total liabilities at fair value $ — $ — $ 1,890,357 $ 1,890,357 |
Schedule of Changes in Fair Value of Warrant Derivative Liabilities | The following table sets forth a summary of changes in the fair value of the warrant derivative liabilities, representing a recurring measurement that is classified within Level 3 of the fair value hierarchy: January 1, 2020 $ 680,529 Change in fair value 1,209,828 December 31, 2020 1,890,357 Issuance of freestanding detachable stock purchase warrants 866,255 Change in fair value 7,880,309 December 31, 2021 $ 10,636,921 |
Schedule of Fair Value of Warrant Derivative Liabilities | The Company estimated the fair value of the warrant derivative liabilities using a Black-Scholes option pricing model. The valuation model uses the following assumptions at: December 31, 2021 2020 Fair value of common stock $ 12.44 $ 2.55 Volatility 64.00 % 82.40 % Expected term (in years) 0.52 1.50 Risk-free interest rate 0.21 % 0.12 % Dividend yield — % — % |
Stockholder's Deficit and Sto_2
Stockholder's Deficit and Stock-Based Compensation (Tables) | 12 Months Ended |
Dec. 31, 2021 | |
Equity [Abstract] | |
Summary of Stock Option Activity | The following is a summary of the Company’s stock option activity: Stock Weighted Average Weighted Average Outstanding, January 1, 2020 66,392 $ 0.92 9.75 Granted — — — Exercised — — — Expired/cancelled — — — Outstanding, December 31, 2020 66,392 $ 0.92 8.75 Granted 3,352,687 5.42 9.51 Exercised ( 542,636 ) 2.55 — Expired/cancelled ( 259,371 ) 2.55 — Outstanding, December 31, 2021 2,617,072 $ 6.19 9.56 |
Schedule Of Compensation Cost Related to Employee Stock-Based Compensation Activity | The Company recognized the following compensation cost related to employee stock-based compensation activity: For the Year Ended December 31, 2021 2020 Research and development $ 644,330 15,891 General and administrative 2,355,448 — Total $ 2,999,778 $ 15,891 |
Schedule of Share-based Payment Award, Stock Options, Valuation Assumptions | The following table presents the weighted average assumptions used in the Black-Scholes option pricing model to determine the fair value of stock options granted during the year ended December 31, 2021: Exercise price $ 13.60 Stock price on date of grant $ 11.34 Expected term (years) 6 Expected stock price volatility 63.8 % Risk-free rate of interest 1.35 % Expected dividend yield 0 % |
Income Taxes (Tables)
Income Taxes (Tables) | 12 Months Ended |
Dec. 31, 2021 | |
Income Tax Disclosure [Abstract] | |
Components of Deferred Tax Assets | The components of the Company’s deferred tax assets are as follows: December 31, 2021 2020 Net operating loss carryforwards $ 14,101,585 $ 5,505,370 Accrued Expenses 205,041 - Licensing fee, contract accruals 368,140 402,852 Stock-based compensation 676,435 3,865 Total deferred tax assets 15,351,201 5,912,087 Valuation allowance ( 15,351,201 ) ( 5,912,087 ) Net deferred tax assets $ — $ — |
Schedule of Reconciliation of Effective Income Tax Rate | A reconciliation of the U.S. federal statutory income tax rate to the Company’s effective income tax rate is as follows: Year Ended December 31, 2021 2020 Statutory federal income tax rate ( 21.00 ) % ( 21.00 ) % State income taxes, net of federal tax benefits ( 1.77 ) ( 1.66 ) Permanent items 3.52 1.25 Change in valuation allowance 19.25 21.41 Total provision for income taxes $ — % $ — % |
Net and Comprehensive Loss Pe_2
Net and Comprehensive Loss Per Share (Restated) (Tables) | 12 Months Ended |
Dec. 31, 2021 | |
Earnings Per Share [Abstract] | |
Schedule of Antidilutive Securities Excluded from Computation of Earnings Per Share | The following weighted average common stock equivalents were excluded from the calculation of diluted net loss per share for the periods presented because including them would have had an anti-dilutive effect for the years ended: December 31, 2021 2020 Series A redeemedable convertible preferred stock (if converted) 10,504,199 10,504,199 Series B redeemedable convertible preferred stock (if converted) 10,504,779 — 2019 and 2021Warrants (if exercised) 852,788 739,463 Outstanding options exercisable 1,869,512 15,969 |
Nature of Business (Additional
Nature of Business (Additional Information) (Details) | Jan. 11, 2022USD ($)$ / sharesshares | Dec. 31, 2021USD ($)$ / sharesshares | Dec. 31, 2020USD ($)$ / sharesshares | Dec. 31, 2019USD ($) |
Subsidiary, Sale of Stock [Line Items] | ||||
Common stock, shares issued | shares | 2,557,341 | 1,250,000 | ||
Common stock, par value per share | $ / shares | $ 0.00001 | $ 0.00001 | ||
Shares exercise | shares | 542,636 | |||
Warrant outstanding | $ | $ 12.44 | $ 2.55 | ||
Cash and cash equivalents | $ | $ 136,605,613 | $ 26,078,064 | $ 11,484,152 | |
IPO [Member] | ||||
Subsidiary, Sale of Stock [Line Items] | ||||
Common stock, shares issued | shares | 13,290,813 | |||
Common stock, par value per share | $ / shares | $ 16 | |||
Convertible preferred stock converted to common stock | 3.4 | |||
Over-allotment [Member] | ||||
Subsidiary, Sale of Stock [Line Items] | ||||
Shares exercise | shares | 1,190,813 | |||
Exercise Of Underwriter Overallotment Option To Purchase Additional Shares | shares | 1,815,000 | |||
Proceeds from IPO | $ | $ 193,200,000 | |||
Underwriting discounts and commissions | $ | 14,900,000 | |||
Offering expenses | $ | $ 4,500,000 | |||
Roche Warrants [Member] | ||||
Subsidiary, Sale of Stock [Line Items] | ||||
Common stock, shares issued | shares | 852,788 | |||
Warrant outstanding | $ | $ 3 |
Summary of Significant Accoun_3
Summary of Significant Accounting Policies - Additional Information (Details) - USD ($) | Dec. 31, 2021 | Dec. 31, 2020 |
IPO | Prepaid Expenses and Other Current Assets | ||
Accounting Policies [Line Items] | ||
Deferred IPO costs | $ 2,600,000 | $ 0 |
Fair Value Measurements - Sched
Fair Value Measurements - Schedule of Financial Instruments Measured at Fair Value on Recurring Basis Based on Fair Value Hierarchy (Details) - USD ($) | Dec. 31, 2021 | Dec. 31, 2020 |
Assets: | ||
Cash and cash equivalents | $ 136,605,613 | $ 26,078,064 |
Total assets at fair value | 136,605,613 | 26,078,064 |
Liabilities: | ||
Warrant derivative liabilities | 10,636,921 | 1,890,357 |
Total liabilities at fair value | 10,636,921 | 1,890,357 |
Level 1 | ||
Assets: | ||
Cash and cash equivalents | 136,605,613 | 26,078,064 |
Total assets at fair value | 136,605,613 | 26,078,064 |
Liabilities: | ||
Warrant derivative liabilities | 0 | 0 |
Total liabilities at fair value | 0 | 0 |
Level 2 | ||
Assets: | ||
Cash and cash equivalents | 0 | 0 |
Total assets at fair value | 0 | 0 |
Liabilities: | ||
Warrant derivative liabilities | 0 | 0 |
Total liabilities at fair value | 0 | 0 |
Level 3 | ||
Assets: | ||
Cash and cash equivalents | 0 | 0 |
Total assets at fair value | 0 | 0 |
Liabilities: | ||
Warrant derivative liabilities | 10,636,921 | 1,890,357 |
Total liabilities at fair value | $ 10,636,921 | $ 1,890,357 |
Fair Value Measurements - Chang
Fair Value Measurements - Change in Fair Value of Warrant Liabilities (Details) - Level 3 - USD ($) | 12 Months Ended | |
Dec. 31, 2021 | Dec. 31, 2020 | |
Fair Value Assets And Liabilities Measured On Recurring And Nonrecurring Basis [Line Items] | ||
Balance | $ 1,890,357 | $ 680,529 |
Change in fair value | 7,880,309 | 1,209,828 |
Issuance of freestanding detachable stock purchase warrants | 866,255 | |
Balance | $ 10,636,921 | $ 1,890,357 |
Fair Value Measurements - Sch_2
Fair Value Measurements - Schedule of Fair Value of Warrant Derivative Liabilities (Details) | Dec. 31, 2021USD ($) | Dec. 31, 2020USD ($) |
Fair Value Assets And Liabilities Measured On Recurring And Nonrecurring Basis Valuation Techniques [Line Items] | ||
Warrant outstanding | $ 12.44 | $ 2.55 |
Volatility | ||
Fair Value Assets And Liabilities Measured On Recurring And Nonrecurring Basis Valuation Techniques [Line Items] | ||
Warrants and rights outstanding, measurement input | 64 | 82.40 |
Expected term (in years) | ||
Fair Value Assets And Liabilities Measured On Recurring And Nonrecurring Basis Valuation Techniques [Line Items] | ||
Warrants and rights outstanding, measurement input | 6 months 7 days | 1 year 6 months |
Risk-free interest rate | ||
Fair Value Assets And Liabilities Measured On Recurring And Nonrecurring Basis Valuation Techniques [Line Items] | ||
Warrants and rights outstanding, measurement input | 0.21 | 0.12 |
Dividend yield | ||
Fair Value Assets And Liabilities Measured On Recurring And Nonrecurring Basis Valuation Techniques [Line Items] | ||
Warrants and rights outstanding, measurement input | 0 | 0 |
License Agreement - Additional
License Agreement - Additional Information (Details) - Roche License Agreement [Member] - USD ($) $ in Millions | 1 Months Ended | 12 Months Ended | |
May 31, 2019 | Dec. 31, 2021 | Dec. 31, 2020 | |
Finite Lived Intangible Assets [Line Items] | |||
Nonrefundable payment received | $ 2 | ||
Non-cash royalty expense | $ 7.9 | $ 1.2 |
Redeemable Convertible Prefer_2
Redeemable Convertible Preferred Stock - Additional Information (Details) | 12 Months Ended | |||||
Dec. 31, 2021USD ($)Warrants$ / sharesshares | Dec. 31, 2020USD ($)$ / sharesshares | Dec. 31, 2019USD ($)$ / sharesshares | Jan. 11, 2022shares | Sep. 30, 2021shares | May 31, 2019shares | |
Temporary Equity [Line Items] | ||||||
Dividends payable | $ 0 | |||||
Change in fair value of warrant derivative liabilities | 7,880,309 | $ 1,209,828 | ||||
2019 Warrant [Member] | ||||||
Temporary Equity [Line Items] | ||||||
Warrants converted into common stock | shares | 739,463 | |||||
2021 Warrant [Member] | ||||||
Temporary Equity [Line Items] | ||||||
Change in fair value of warrant derivative liabilities | 1,400,000 | |||||
Warrants converted into common stock | shares | 113,325 | |||||
IPO | ||||||
Temporary Equity [Line Items] | ||||||
Payments of stock issuance costs | $ 1,996,709 | $ 0 | ||||
Sale of stock, price per share | $ / shares | $ 14.28 | |||||
Series A | IPO | ||||||
Temporary Equity [Line Items] | ||||||
Proceeds of underwriting discount and commissions net | $ 50,000,000 | |||||
Series B | IPO | ||||||
Temporary Equity [Line Items] | ||||||
Proceeds of underwriting discount and commissions net | $ 100,000,000 | |||||
Series A Redeemable Convertible Preferred Stock [Member] | ||||||
Temporary Equity [Line Items] | ||||||
Temporary equity, shares authorized | shares | 35,714,282 | 35,714,282 | 35,714,282 | |||
Temporary equity, shares issued | shares | 35,714,282 | 35,714,282 | ||||
Temporary Equity, Redemption Price Per Share | $ / shares | $ 1.40 | $ 1.40 | ||||
Payments of stock issuance costs | $ 2,100,000 | $ 1,300,000 | ||||
Dividends payable | 0 | |||||
Proceeds from issuance of convertible preferred stock | $ 33.3 | $ 16,700,000 | ||||
Beneficial conversion feature | $ 0 | |||||
Series A Redeemable Convertible Preferred Stock [Member] | Preferred Stock [Member] | ||||||
Temporary Equity [Line Items] | ||||||
Temporary equity, shares issued | shares | 23,809,522 | 11,904,760 | ||||
Series A Redeemable Convertible Preferred Stock [Member] | 2019 Warrant [Member] | ||||||
Temporary Equity [Line Items] | ||||||
Warrant purchased | shares | 329,552 | |||||
Valuation of Warrants | $ 9,200,000 | $ 1,900,000 | ||||
Class of warrant, exercise price of warrants | $ / shares | $ 0.04 | |||||
Class of Warrant, expiration date | May 13, 2029 | |||||
Series A Redeemable Convertible Preferred Stock [Member] | Warrant [Member] | ||||||
Temporary Equity [Line Items] | ||||||
Number of warrant issued | Warrants | 2 | |||||
Warrant purchased | shares | 411,765 | |||||
Series B Redeemable Convertible Preferred Stock [Member] | ||||||
Temporary Equity [Line Items] | ||||||
Temporary equity, shares authorized | shares | 35,716,249 | 0 | 35,716,249 | |||
Temporary equity, shares issued | shares | 35,716,249 | 0 | ||||
Temporary Equity, Redemption Price Per Share | $ / shares | $ 4 | |||||
Payments of stock issuance costs | $ 900,000 | |||||
Dividends payable | 0 | |||||
Proceeds from issuance of convertible preferred stock | $ 142,900,000 | |||||
Dividends payable, amount per share | $ / shares | $ 0.32 | |||||
Beneficial conversion feature | $ 0 | |||||
Preferred stock converted into common stock | shares | 10,504,779 | |||||
Series B Redeemable Convertible Preferred Stock [Member] | 2021 Warrant [Member] | ||||||
Temporary Equity [Line Items] | ||||||
Warrant purchased | shares | 113,610 | |||||
Class of warrant, exercise price of warrants | $ / shares | $ 0.04 | |||||
Class of Warrant, expiration date | May 13, 2029 | |||||
Series A Preferred Stock [Member] | IPO | ||||||
Temporary Equity [Line Items] | ||||||
Preferred stock converted into common stock | shares | 10,504,199 |
Stockholder's Deficit and Sto_3
Stockholder's Deficit and Stock-Based Compensation - Additional Information (Details) - USD ($) | 12 Months Ended | |
Dec. 31, 2021 | Dec. 31, 2020 | |
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | ||
Number of Shares Authorized | 95,000,000 | |
Common Stock, Voting Rights | one | |
Dividends payable | $ 0 | |
Stock Option Shares outstanding, Granted | 3,352,687 | |
Shares reserved for issuance to employees | 95,000,000 | |
Common stock, shares issued | 2,557,341 | 1,250,000 |
2019 Stock Option Plan | ||
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | ||
Stock Option Shares outstanding, Granted | 0 | |
Share-based compensation arrangement by share-based payment award, number of shares available for grant | 3,368,572 | 1,169,411 |
Share-based compensation arrangement by share-based payment award, options, vested, number of shares | 1,869,512 | 27,034 |
Stock Option Shares outstanding, Options exercisable | 1,869,512 | 27,034 |
Unrecognized compensation costs | $ 14,500,000 | $ 3,000,000 |
Share-based compensation options, vested in period, fair value | $ 5,800,000 | $ 20,000 |
Option expiration from the date of grant | 10 years | |
Share-based Payment Arrangement, Nonvested Award, Cost Not yet Recognized, Period for Recognition | 9 years 6 months 21 days | 8 years 9 months |
Weighted average grant date fair value | $ 5.42 | $ 0.71 |
2022 Stock Option Plan | ||
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | ||
Common Stock, Capital Shares Reserved for Future Issuance | 20,362,956 | |
Share-based Compensation Arrangement by Share-based Payment Award, Description | any shares subject to outstanding stock options or other stock awards that were granted under the 2019 Plan that are forfeited, terminated, expired or are otherwise not issued. In addition, the number of shares of common stock reserved for issuance under the 2022 Plan will automatically increase on January 1st of each calendar year, starting on January 1, 2023 and continuing through January 1, 2032, in an amount equal to 5% of the total number of shares of common stock outstanding on the last day of the calendar month before the date of each automatic increase, or a lesser number of shares determined by the Board of Directors | |
Share-based Compensation Arrangement by Share-based Payment Award, Shares Purchased for Award | 0 | |
Common stock, shares issued | 3,905,911 | |
2022 Stock Option Plan | Maximum [Member] | ||
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | ||
Common stock, shares issued | 6,787,652 |
Stockholder's Deficit and Sto_4
Stockholder's Deficit and Stock-Based Compensation - Summary of Stock Option Activity (Details) - $ / shares | 12 Months Ended | ||
Dec. 31, 2021 | Dec. 31, 2020 | Dec. 31, 2019 | |
Equity [Abstract] | |||
Stock Option Shares outstanding, Beginning Balance | 66,392 | 66,392 | |
Stock Option Shares outstanding, Granted | 3,352,687 | ||
Stock Option Shares outstanding, Exercised | (542,636) | ||
Stock Option Shares outstanding, Expired/cancelled | (259,371) | ||
Stock Option Shares outstanding, Ending Balance | 2,617,072 | 66,392 | 66,392 |
Weighted average exercise price, Beginning Balance | $ 0.92 | $ 0.92 | |
Weighted average exercise price, granted | 5.42 | ||
Weighted average exercise price, exercised | 2.55 | ||
Weighted average exercise price, Expired/cancelled | 2.55 | ||
Weighted average exercise price, Ending Balance | $ 6.19 | $ 0.92 | $ 0.92 |
Weighted Average Remaining Contractual Term (in Years) | 9 years 6 months 21 days | 8 years 9 months | 9 years 9 months |
Weighted Average Remaining Contractual Term, Granted (in Years) | 9 years 6 months 3 days |
Stockholders' Deficit and Stock
Stockholders' Deficit and Stock-Based Compensation - Schedule of compensation cost related to employee stock-based compensation activity (Details) - USD ($) | 12 Months Ended | |
Dec. 31, 2021 | Dec. 31, 2020 | |
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | ||
Compensation cost | $ 2,999,778 | $ 15,891 |
Research and development | ||
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | ||
Compensation cost | 644,330 | $ 15,891 |
General and administrative | ||
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | ||
Compensation cost | $ 2,355,448 |
Stockholder's Deficit and Sto_5
Stockholder's Deficit and Stock-Based Compensation - Schedule of Share-based Payment Award, Stock Options, Valuation Assumptions (Details) | 12 Months Ended |
Dec. 31, 2021$ / shares | |
Equity [Abstract] | |
Exercise price | $ 13.60 |
Stock price on date of grant | $ 11.34 |
Expected term (years) | 6 years |
Expected stock price volatility% | 63.80% |
Risk-free rate of interest% | 1.35% |
Expected dividend yield% | 0.00% |
Income Taxes - Additional Infor
Income Taxes - Additional Information (Details) - USD ($) | 12 Months Ended | |
Dec. 31, 2021 | Dec. 31, 2020 | |
Operating Loss Carryforwards [Line Items] | ||
Effective Income Tax Rate Reconciliation, Percent | 0.00% | 0.00% |
Unrecognized Tax Benefits | $ 0 | $ 0 |
Unrecognized Tax Benefits, Income Tax Penalties and Accrued Interest Expense | $ 0 | $ 0 |
Income Taxes - Components of De
Income Taxes - Components of Deferred Tax Assets (Details) - USD ($) | Dec. 31, 2021 | Dec. 31, 2020 |
Components Of Deferred Tax Assets [Abstract] | ||
Net operating loss carryforwards | $ 14,101,585 | $ 5,505,370 |
Accrued Expenses | 205,041 | 0 |
Licensing fee, contract accruals | 368,140 | 402,852 |
Stock-based compensation | 676,435 | 3,865 |
Total deferred tax assets | 15,351,201 | 5,912,087 |
Valuation allowance | (15,351,201) | (5,912,087) |
Net deferred tax assets | $ 0 | $ 0 |
Income Taxes - Schedule of Reco
Income Taxes - Schedule of Reconciliation of Effective Income Tax Rate (Details) | 12 Months Ended | |
Dec. 31, 2021 | Dec. 31, 2020 | |
Income Tax Expense Benefit Continuing Operations Income Tax Reconciliation [Abstract] | ||
Statutory federal income tax rate | (21.00%) | (21.00%) |
State income taxes, net of federal tax benefits | (1.77%) | (1.66%) |
Permanent items | 3.52% | 1.25% |
Change in valuation allowance | 19.25% | 21.41% |
Total provision for income taxes | 0.00% | 0.00% |
Net and Comprehensive Loss Pe_3
Net and Comprehensive Loss Per Share (Restated) - Additional Information (Details) - $ / shares | 12 Months Ended | |
Dec. 31, 2021 | Dec. 31, 2020 | |
Earnings Per Share [Abstract] | ||
Net and comprehensive loss per share attributable to common stockholders, basic and diluted | $ (32.52) | $ (17.84) |
Net and Comprehensive Loss Pe_4
Net and Comprehensive Loss Per Share (Restated) - Schedule of Weighted Average Common Stock Equivalents (Details) - shares | 12 Months Ended | |
Dec. 31, 2021 | Dec. 31, 2020 | |
Series A Redeemable Convertible Preferred Stock [Member] | ||
Antidilutive Securities Excluded From Computation Of Earnings Per Share [Line Items] | ||
Redeemed convertible preferred stock (if converted) | 10,504,199 | 10,504,199 |
Series B Redeemable Convertible Preferred Stock [Member] | ||
Antidilutive Securities Excluded From Computation Of Earnings Per Share [Line Items] | ||
Redeemed convertible preferred stock (if converted) | 10,504,779 | 0 |
2019 and 2021Warrants | ||
Antidilutive Securities Excluded From Computation Of Earnings Per Share [Line Items] | ||
Redeemed convertible preferred stock (if converted) | 852,788 | 739,463 |
Outstanding options exercisable | ||
Antidilutive Securities Excluded From Computation Of Earnings Per Share [Line Items] | ||
Redeemed convertible preferred stock (if converted) | 1,869,512 | 15,969 |
Related-Party Transactions - Ad
Related-Party Transactions - Additional Information (Details) - USD ($) $ in Millions | 12 Months Ended | |
Dec. 31, 2021 | Dec. 31, 2020 | |
Related Party Transaction [Line Items] | ||
Related part transaction research and development expenses | $ 0.4 | |
CinRx [Member] | ||
Related Party Transaction [Line Items] | ||
Management fee expense | 1.3 | $ 1.6 |
CinRx [Member] | Research and Development Expense [Member] | ||
Related Party Transaction [Line Items] | ||
Related part transaction research and development expenses | $ 0.9 | 1.2 |
CinRx [Member] | General and Administrative Expense [Member] | ||
Related Party Transaction [Line Items] | ||
Related part transaction research and development expenses | $ 0.4 |
Commitments and Contingencies (
Commitments and Contingencies (Additional Information) (Details) | Dec. 22, 2021USD ($)shares | Nov. 09, 2021USD ($)ft² | Sep. 16, 2021USD ($) | Aug. 20, 2021USD ($) | Jul. 30, 2021USD ($)ft² | Jun. 01, 2021USD ($)ft² | Dec. 31, 2021USD ($)shares | Dec. 31, 2020USD ($)shares | Feb. 24, 2022ft² |
Floor Area Size | ft² | 5,400 | ||||||||
Lease commencing date | Apr. 1, 2022 | ||||||||
Common Stock Shares Issued | shares | 2,557,341 | 1,250,000 | |||||||
Common Stock Value | $ 26 | $ 13 | |||||||
Total Expense Result of the Settlement Agreement | $ 20,996,271 | $ 1,963,409 | |||||||
Boston Properties [Member] | |||||||||
Lease Payment | $ 10,200 | $ 6,800 | $ 3,400 | ||||||
Floor Area Size | ft² | 1,161 | 351 | |||||||
Lease Expiration Date | Mar. 31, 2022 | Nov. 30, 2021 | Aug. 31, 2021 | ||||||
COHatch Cincinnati [Member] | |||||||||
Lease Payment | $ 2,850 | $ 750 | |||||||
Floor Area Size | ft² | 221 | ||||||||
CinRx [Member] | |||||||||
Common Stock Shares Issued | shares | 764,705 | ||||||||
Common Stock Value | $ 9,500,000 | ||||||||
Legal Fees | 500,000 | ||||||||
Total Expense Result of the Settlement Agreement | $ 10,000,000 |
Employee Benefit Plan (Addition
Employee Benefit Plan (Additional Information) (Details) - USD ($) $ in Thousands | 12 Months Ended | |
Dec. 31, 2021 | Dec. 31, 2020 | |
Retirement Benefits [Abstract] | ||
Defined contribution plan, employer matching contribution, percent | 4.00% | |
Defined contribution plan, administrative expenses | $ 30 | $ 0 |
Subsequent Events (Additional I
Subsequent Events (Additional Information) (Details) | Jan. 11, 2022USD ($)$ / sharesshares | Dec. 31, 2021USD ($)$ / sharesshares | Dec. 31, 2020USD ($)$ / sharesshares |
Subsequent Event [Line Items] | |||
Common stock, shares issued | 2,557,341 | 1,250,000 | |
Common stock, par value per share | $ / shares | $ 0.00001 | $ 0.00001 | |
Shares exercise | 542,636 | ||
Warrant outstanding | $ | $ 12.44 | $ 2.55 | |
IPO [Member] | |||
Subsequent Event [Line Items] | |||
Common stock, shares issued | 13,290,813 | ||
Common stock, par value per share | $ / shares | $ 16 | ||
Convertible preferred stock converted to common stock | 3.4 | ||
Over-allotment [Member] | |||
Subsequent Event [Line Items] | |||
Shares exercise | 1,190,813 | ||
Purchase of additional shares | 1,815,000 | ||
Proceeds from IPO | $ | $ 193,200,000 | ||
Underwriting discounts and commissions | $ | 14,900,000 | ||
Offering expenses | $ | $ 4,500,000 | ||
Roche Warrants [Member] | |||
Subsequent Event [Line Items] | |||
Common stock, shares issued | 852,788 | ||
Warrant outstanding | $ | $ 3 | ||
Subsequent Event [Member] | IPO [Member] | |||
Subsequent Event [Line Items] | |||
Common stock, shares issued | 13,290,813 | ||
Common stock, par value per share | $ / shares | $ 16 | ||
Convertible preferred stock converted to common stock | 3.4 | ||
Subsequent Event [Member] | Over-allotment [Member] | |||
Subsequent Event [Line Items] | |||
Shares exercise | 1,190,813 | ||
Purchase of additional shares | 1,815,000 | ||
Proceeds from IPO | $ | $ 193,200,000 | ||
Underwriting discounts and commissions | $ | 14,900,000 | ||
Offering expenses | $ | $ 4,500,000 | ||
Subsequent Event [Member] | Roche Warrants [Member] | |||
Subsequent Event [Line Items] | |||
Common stock, shares issued | 852,788 | ||
Warrant outstanding | $ | $ 3 |