Document And Entity Information
Document And Entity Information - shares | 3 Months Ended | |
Mar. 31, 2022 | May 12, 2022 | |
Document Information Line Items | ||
Entity Registrant Name | SeqLL, Inc. | |
Trading Symbol | SQL | |
Document Type | 10-Q | |
Current Fiscal Year End Date | --12-31 | |
Entity Common Stock, Shares Outstanding | 11,886,379 | |
Amendment Flag | false | |
Entity Central Index Key | 0001605888 | |
Entity Current Reporting Status | Yes | |
Entity Filer Category | Non-accelerated Filer | |
Document Period End Date | Mar. 31, 2022 | |
Document Fiscal Year Focus | 2022 | |
Document Fiscal Period Focus | Q1 | |
Entity Small Business | true | |
Entity Emerging Growth Company | true | |
Entity Shell Company | false | |
Entity Ex Transition Period | false | |
Document Quarterly Report | true | |
Document Transition Report | false | |
Entity File Number | 333-150332 | |
Entity Incorporation, State or Country Code | DE | |
Entity Tax Identification Number | 46-5319744 | |
Entity Address, Address Line One | 3 Federal Street | |
Entity Address, City or Town | Billerica | |
Entity Address, Country | MA | |
Entity Address, Postal Zip Code | 01821 | |
City Area Code | (781) | |
Local Phone Number | 460-6016 | |
Title of 12(b) Security | Common Stock, par value $.0001 per share | |
Security Exchange Name | NASDAQ | |
Entity Interactive Data Current | Yes |
Condensed Consolidated Balance
Condensed Consolidated Balance Sheets - USD ($) | Mar. 31, 2022 | Dec. 31, 2021 |
Current assets | ||
Cash and cash equivalents | $ 8,859,317 | $ 4,015,128 |
Marketable securities | 5,933,364 | |
Accounts receivable, net | 29,514 | 30,714 |
Other receivables | 125,672 | 34,965 |
Inventory | 228,533 | 224,155 |
Prepaid expenses | 123,118 | 186,056 |
Total current assets | 9,366,154 | 10,424,382 |
Other assets | ||
Property and equipment, net | 255,490 | 265,267 |
Operating lease right-of-use asset | 1,455,194 | |
Other assets | 111,250 | 50,488 |
Total assets | 11,188,088 | 10,740,137 |
Current liabilities | ||
Accounts payable | 624,449 | 871,364 |
Accrued expenses | 327,418 | 311,405 |
Non-convertible promissory notes - current | 1,375,000 | 1,375,000 |
Current portion of operating lease liability | 27,068 | |
Total current liabilities | 2,353,935 | 2,557,769 |
Non-current liabilities | ||
Operating lease liability, less current portion | 1,533,825 | |
Total liabilities | 3,887,760 | 2,557,769 |
Commitments and contingencies (Note 11) | ||
Stockholders’ equity | ||
Preferred stock, $0.00001 par value; 20,000,000 shares authorized; 0 shares issued and outstanding as of March 31, 2022 and December 31, 2021 | ||
Common stock, $0.00001 par value; 80,000,000 shares authorized; 11,886,379 shares issued and outstanding as of March 31, 2022 and December 31, 2021 | 119 | 119 |
Additional paid-in capital | 22,652,014 | 22,596,100 |
Accumulated deficit | (15,351,805) | (14,413,851) |
Total stockholders’ equity | 7,300,328 | 8,182,368 |
Total liabilities and stockholders’ equity | $ 11,188,088 | $ 10,740,137 |
Condensed Consolidated Balanc_2
Condensed Consolidated Balance Sheets (Parentheticals) - $ / shares | Mar. 31, 2022 | Dec. 31, 2021 |
Statement of Financial Position [Abstract] | ||
Preferred stock, par value (in Dollars per share) | $ 0.00001 | $ 0.00001 |
Preferred stock, shares authorized | 20,000,000 | 20,000,000 |
Preferred stock, shares issued | 0 | 0 |
Preferred stock, shares outstanding | 0 | 0 |
Common stock, par value (in Dollars per share) | $ 0.00001 | $ 0.00001 |
Common stock, shares authorized | 80,000,000 | 80,000,000 |
Common stock, shares issued | 11,886,379 | 11,886,379 |
Common stock, shares outstanding | 11,886,379 | 11,886,379 |
Condensed Consolidated Statemen
Condensed Consolidated Statements of Operations (Unaudited) - USD ($) | 3 Months Ended | |
Mar. 31, 2022 | Mar. 31, 2021 | |
Revenue | ||
Sales | $ 26,100 | |
Grant revenue | 47,482 | 34,633 |
Total revenue | 47,482 | 60,733 |
Cost of sales | 27,951 | |
Gross profit | 47,482 | 32,782 |
Operating expenses | ||
Research and development | 334,670 | 17,955 |
General and administrative | 584,872 | 387,387 |
Total operating expenses | 919,542 | 405,342 |
Operating loss | (872,060) | (372,560) |
Other (income) and expenses | ||
Unrealized gain on marketable securities | (54,508) | |
Realized loss on marketable securities | 106,324 | |
Other income | (2,728) | |
Loss on extinguishment of convertible notes | 934,257 | |
Interest expense | 16,806 | 107,801 |
Net loss | $ (937,954) | $ (1,414,618) |
Net loss per share - basic and diluted (in Dollars per share) | $ (0.08) | $ (0.29) |
Weighted average common shares - basic and diluted (in Shares) | 11,886,379 | 4,864,862 |
Condensed Consolidated Statem_2
Condensed Consolidated Statements of Changes in Stockholders’ Equity (Deficit) (Unaudited) - USD ($) | Preferred Stock | Common Stock | Additional Paid-In Capital | Accumulated Deficit | Total |
Balance at Dec. 31, 2020 | $ 58 | $ 49 | $ 6,856,020 | $ (10,710,293) | $ (3,854,166) |
Balance (in Shares) at Dec. 31, 2020 | 5,791,665 | 4,864,862 | |||
Stock-based compensation expense | 1,007 | 1,007 | |||
Net loss | (1,414,618) | (1,414,618) | |||
Balance at Mar. 31, 2021 | $ 58 | $ 49 | 6,857,027 | (12,124,911) | (5,267,777) |
Balance (in Shares) at Mar. 31, 2021 | 5,791,665 | 4,864,862 | |||
Balance at Dec. 31, 2021 | $ 119 | 22,596,100 | (14,413,851) | 8,182,368 | |
Balance (in Shares) at Dec. 31, 2021 | 11,886,379 | ||||
Stock-based compensation expense | 55,914 | 55,914 | |||
Net loss | (937,954) | (937,954) | |||
Balance at Mar. 31, 2022 | $ 119 | $ 22,652,014 | $ (15,351,805) | $ 7,300,328 | |
Balance (in Shares) at Mar. 31, 2022 | 11,886,379 |
Condensed Consolidated Statem_3
Condensed Consolidated Statements of Cash Flows (Unaudited) - USD ($) | 3 Months Ended | |
Mar. 31, 2022 | Mar. 31, 2021 | |
Cash Flows from Operating Activities | ||
Net loss | $ (937,954) | $ (1,414,618) |
Adjustment to reconcile net loss to net cash used in operating activities: | ||
Depreciation | 16,712 | 21,456 |
Unrealized gain on marketable securities | (54,508) | |
Realized loss on marketable securities | 106,324 | |
Loss on extinguishment of notes | 934,257 | |
Stock-based compensation | 55,914 | 1,007 |
Non-cash lease expense | 27,509 | |
Changes in operating assets and liabilities: | ||
Accounts receivable, net | 1,200 | (15,320) |
Other receivables | (12,517) | 74,182 |
Prepaid expenses | 62,938 | |
Inventory | (4,378) | 4,507 |
Other assets | (60,762) | |
Accounts payable | (246,915) | 74,685 |
Accrued expenses | 16,013 | 84,193 |
Net cash used in operating activities | (1,030,424) | (235,651) |
Cash Flows from Investing Activities | ||
Purchases of lab equipment | (6,935) | (5,250) |
Purchases of marketable securities | (590) | |
Sales of marketable securities | 5,882,138 | |
Net cash provided by (used in) investing activities | 5,874,613 | (5,250) |
Cash Flows from Financing Activities | ||
Proceeds from issuance of convertible notes | 250,000 | |
Net increase in cash and cash equivalents | 4,844,189 | 9,099 |
Cash and cash equivalents, beginning of period | 4,015,128 | |
Cash and cash equivalents, end of period | 8,859,317 | 9,099 |
Supplemental Disclosures of Cash Flow Information and Non-Cash Transactions: | ||
Right-of-use asset acquired through operating lease upon adoption of ASC 842 | $ 1,481,646 |
Nature of Operations and Basis
Nature of Operations and Basis of Presentation | 3 Months Ended |
Mar. 31, 2022 | |
Accounting Policies [Abstract] | |
Nature of Operations and Basis of Presentation | Note 1 – Nature of Operations and Basis of Presentation SeqLL Inc. was incorporated as a Delaware corporation on April 3, 2014. On April 8, 2014, SeqLL Inc. acquired a 100% ownership interest in SeqLL, LLC (“Subsidiary”), a domestic limited liability company formed on March 11, 2013 in the State of Massachusetts. SeqLL Inc. is a holding company of the Subsidiary (together the “Company” or SeqLL”) and is a life sciences company focused on the development and application of innovative genetic analysis technologies and the monetization of that technology and related intellectual property. The Subsidiary owns technology to enable the analysis of large volumes of genetic material by directly sequencing single molecules of DNA or RNA. The Subsidiary’s principal office is located in Billerica, Massachusetts. Initial Public Offering On August 31, 2021, the Company completed its initial public offering (“IPO”) whereby it sold 3,060,000 units, each unit consisting of one share of the Company’s common stock and a warrant to purchase one share of common stock at an exercise price of $4.25 per share (the “Warrants”), at a price to the public of $4.25 per unit. The gross proceeds from the IPO were approximately $13.0 million and were offset by $3.2 million in offering costs, of which $1.6 million was paid in cash and $1.6 million was issued in warrants issued to Maxim Group LLC (“Underwriter”) (see Note 8). In connection with the IPO, all of the outstanding shares of the Company’s convertible preferred stock automatically converted into 3,130,622 shares of common stock (see Note 9). Additionally, the outstanding convertible notes converted into 641,895 shares of common stock (see Note 7). Risks and Uncertainties The Company is subject to a number of risks similar to other companies in its industries, including rapid technological change, competition from larger pharmaceutical and biotechnology companies and dependence on key personnel. The extent of the impact of the COVID-19 pandemic on the Company’s business continues to be highly uncertain and difficult to predict, as the responses that the Company, other businesses and governments are taking continue to evolve. Furthermore, capital markets and economies worldwide have also been negatively impacted by the COVID-19 pandemic, and it is possible that it could cause a lasting national and/or global economic recession. Policymakers around the globe have responded with fiscal policy actions to support the healthcare industry and economy as a whole. The magnitude and overall effectiveness of these actions remain uncertain. The severity of the impact of the COVID-19 pandemic on the Company’s business depends on a number of factors, including, but not limited to, the duration and severity of the pandemic and the extent and severity of the impact on the Company’s service providers, suppliers, contract research organizations and the Company’s funding sources, all of which are uncertain and cannot be predicted. The COVID-19 pandemic has adversely affected the Company’s sales and results of operations from the beginning of the pandemic through March 31, 2022 and may continue to adversely affect its business. The extent to which the COVID-19 pandemic may in the future materially impact the Company’s financial condition, liquidity or results of operations is uncertain. Basis of Presentation The unaudited condensed consolidated financial statements include the accounts of the Company and its wholly-owned subsidiary, SeqLL, LLC. All intercompany accounts and transactions have been eliminated in consolidation. The accompanying unaudited condensed consolidated financial statements of the Company have been prepared on the same basis as the annual audited consolidated financial statements and, in the opinion of management, reflect all adjustments, which include only normal recurring adjustments, necessary for the fair presentation of the Company’s condensed consolidated financial position as of March 31, 2022 and its results of operations for the three-month periods ended March 31, 2022 and 2021, and changes in shareholders’ equity and cash flows for the periods presented. The results disclosed in the condensed consolidated statements of operation for the three-months ended March 31, 2022 are not necessarily indicative of the results that may be expected for the year ending December 31, 2022. These unaudited condensed consolidated financial statements should be read in conjunction with the audited consolidated financial statements and notes thereto for the year ended December 31, 2021 filed with the Securities and Exchange Commission. |
Significant Accounting Policies
Significant Accounting Policies | 3 Months Ended |
Mar. 31, 2022 | |
Accounting Policies [Abstract] | |
Significant Accounting Policies | Note 2 – Significant Accounting Policies During the three-month period ended March 31, 2022, there were no changes to the significant accounting policies in relation to what was described in the Annual Report on Form 10-K for the year ended December 31, 2021, other than the items noted in the Recently Adopted Accounting Standards section below. Use of Estimates The preparation of the financial statements in conformity with accounting principles generally accepted in the United States of America (“U.S. GAAP”), requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities, and disclosure of contingent liabilities at the date of the financial statements and the reported amounts of expenses during the reporting period. Significant estimates include but are not limited to stock-based compensation expense and research and development accruals. Actual results could differ from those estimates and changes in estimates may occur. Inventory Inventory consists of finished goods, work-in-process and raw materials and is valued at the lower of cost or net realizable value, determined by the first-in, first-out (“FIFO”) method. As the Company manufactures the finished goods and work-in-process materials, overhead costs are included in inventory. The Company evaluates the carrying cost of finished goods, work-in-process and raw materials items. To the extent that such costs exceed future demand estimates and /or exhibit historical turnover at rates less than current inventory levels, the Company reduces the carrying value of the applicable inventories. Inventory consisted of the following: March 31, December 31, 2022 2021 Raw materials $ 97,546 $ 91,995 Work in process 130,987 132,160 Total inventory $ 228,533 $ 224,155 Stock-based Compensation The Company’s share-based compensation program grant awards include stock options and restricted stock awards. The fair value of stock option grants is estimated as of the date of the grant using the Black-Scholes option pricing model. The fair value of restricted stock awards is based on the fair value of the Company’s common stock on the date of the grant. The fair value of the stock-based awards are then expensed over the requisite service period, generally the vesting period, for each award. The Company’s expected stock price volatility assumption is based on the volatility of comparable public companies. The expected term of a stock option granted to employees and directors (including non-employee directors) is based on the average of the contractual term (generally 10 years) and the vesting period. For non-employee options, the expected term is the contractual term. The risk-free interest rate is based on the yield of U.S. Treasury securities consistent with the life of the option. No dividend yield was assumed as the Company does not pay dividends on its common stock. The Company recognizes forfeitures related to stock-based awards as they occur. The Company has periodically granted stock options and restricted stock awards to consultants for services pursuant to the Company’s stock plans at the fair market value on the respective dates of grant. Should the Company terminate any of its consulting agreements, the unvested options underlying the agreements would be cancelled. For awards granted to consultants and non-employees, compensation expense is recognized over the vesting period of the awards, which is generally the period services are rendered by such consultants and non-employees. The assumptions used in determining the fair value of share-based awards granted in three-month period ended March 31, 2022 are as follows: March 31, Risk-free interest rate 1.64 % Expected option life 6 – 6.1 years Expected dividend yield 0 % Expected stock price volatility 54 % Segments The Company operates in a single business segment that includes the design, development and manufacturing of genetic analysis technologies. Leases In the first quarter of 2022, the Company adopted ASU No. 2016-02, Leases (Topic 842) Net Loss per Share Basic net loss per share is computed by dividing the net loss by the weighted-average number of shares of common stock outstanding for the period, without consideration for potentially dilutive securities if their effect is antidilutive. Diluted net loss per share is computed by dividing the net loss by the weighted average number of shares of common stock and dilutive common stock equivalents outstanding for the period determined using the treasury stock and if-converted methods. Dilutive common stock equivalents are comprised of convertible preferred stock, convertible promissory notes, options outstanding under the Company’s stock option plan and warrants. For all periods presented, there is no difference in the number of shares used to calculate basic and diluted shares outstanding as inclusion of the potentially dilutive securities would be antidilutive. The following potential shares of common stock were not considered in the computation of diluted net loss per share as their effect would have been antidilutive: March 31, 2022 2021 Convertible preferred stock - 5,791,665 Convertible promissory notes - 641,895 Stock options 2,003,919 818,915 Warrants for common stock 4,393,396 711,946 Recently Adopted Accounting Standards In August 2020, the Financial Accounting Standards Board (“FASB”) issued Accounting Standards Update (“ASU”) 2020-06, Debt— Debt with Conversion and Other Options (Subtopic 470-20) and Derivatives and Hedging—Contracts in Entity’s Own Equity (Subtopic 815-40): Accounting for Convertible Instruments and Contracts in an Entity’s Own Equity In February 2016, the FASB issued ASU 2016-02 which establishes new accounting and disclosure requirements for leases. ASU No. 2016-02 requires recognition in the statement of operations of a single lease cost, calculated so that the cost of the lease is allocated over the lease term, generally on a straight-line basis. ASU 2016-02 requires classification of all cash payments within operating activities in the statement of cash flows. Disclosures are required to provide the amount, timing and uncertainty of cash flows arising from leases. The Company adopted ASU 2016-02 in the first quarter of 2022 using the effective date approach to recognize and measure leases as of the adoption date. The Company has elected to utilize the available practical expedient to not separate lease components from non-lease components as well as the package of practical expedients that allows the Company not to reassess (1) whether any expired or existing contracts as of the adoption date are or contain a lease, (2) lease classification for any expired or existing leases as of the adoption date and (3) initial direct costs for any existing leases as of the adoption date. At the date of adoption on January 1, 2022, this guidance had no impact to the Company’s condensed consolidated financial statements. Recently Issued Accounting Standards The Company does not believe that any recently issued but not yet effective accounting pronouncements will have a material effect on the accompanying condensed consolidated financial statements. |
Accrued Expenses
Accrued Expenses | 3 Months Ended |
Mar. 31, 2022 | |
Accrued Liabilities And Other Liabilities [Abstract] | |
Accrued Expenses | Note 3 – Accrued Expenses Accrued expenses consisted of the following: March 31, December 31, 2022 2021 Accrued interest 232,879 216,073 Other 94,539 95,332 $ 327,418 $ 311,405 |
Fair Value Measurements
Fair Value Measurements | 3 Months Ended |
Mar. 31, 2022 | |
Fair Value Disclosures [Abstract] | |
Fair Value Measurements | Note 4 – Fair Value Measurements The accounting guidance defines fair value, establishes a consistent framework for measuring fair value and requires disclosure for each major asset and liability category measured at fair value on either a recurring or non-recurring basis. Fair value is defined as an exit price, representing the amount that would be received to sell an asset or paid to transfer a liability in an orderly transaction between market participants. As such, fair value is a market-based measurement that should be determined based on assumptions that market participants would use in pricing an asset or liability. As a basis for considering such assumptions, the accounting guidance establishes a three-tier fair value hierarchy, which prioritizes the inputs used in measuring fair value as follows: Level 1: Observable inputs such as quoted prices in active markets. Level 2: Inputs, other than the quoted prices in active markets that are observable either directly or indirectly. Level 3: Unobservable inputs in which there is little or no market data, which require the reporting entity to develop its own assumptions. As of March 31, 2022, the Company had $5,942,158 of investments in money-market funds, included above within cash and cash equivalents. The fair value of these investments was determined with Level 1 inputs through references to quoted market prices. The change in the fair value of the Amended Notes (Note 7), deemed the Level 3 liabilities, was immaterial for the three months ended March 31, 2021. There were no assets or liabilities measured at fair value on a non-recurring basis during the three months ended March 31, 2021 or 2020. |
Stock Option Plan
Stock Option Plan | 3 Months Ended |
Mar. 31, 2022 | |
Share-Based Payment Arrangement [Abstract] | |
Stock Option Plan | Note 5 – Stock Option Plan The Company’s 2014 Equity Incentive Plan (the “2014 Plan”) permits the grant of options for its common stock and shares of common stock to its employees, board members and consultants for up to 3,500,000 shares. As of March 31, 2022, there were 1,496,081 shares available for future issuance under the 2014 Plan. Generally, option awards are granted with an exercise price equal to the fair value of the Company’s stock at the date of grant and vest over a period of three to four years. No option may have a term in excess of ten years from the option grant date. Certain option and share awards provide for accelerated vesting if there is a change in control (as defined by the 2014 Plan). The weighted average grant date fair value of options granted in the three-month period ended March 31, 2022 was $0.89 per share. No option awards were granted during the three months ended March 31, 2021. The stock option activity for the period ended March 31, 2022 is as follows: Number of Weighted- Weighted Outstanding as of December 31, 2021 918,919 $ 2.09 5.79 Granted 1,085,000 $ 1.71 Outstanding of March 31, 2022 2,003,919 $ 1.88 7.84 Exercisable at March 31, 2022 918,626 $ 2.09 5.54 During the three-month periods ended March 31, 2022 and 2021, the Company recorded $55,914 and $1,007, respectively, of stock-based compensation associated with vesting of stock options, of which $38,746 and $1,007 were included in general and administrative expenses for the three-month periods ended March 31, 2022 and 2021, respectively, and $17,168 and $0 were included in research and development expenses for the three-month periods ended March 31, 2022 and 2021, respectively. As of March 31, 2022, there was approximately $911,799 of unrecognized compensation expense related to unvested share-based compensation awards, which will be recognized over a weighted average period of approximately 1.87 years. |
Related Party Transactions
Related Party Transactions | 3 Months Ended |
Mar. 31, 2022 | |
Related Party Transactions [Abstract] | |
Related Party Transactions | Note 6 – Related Party Transactions At March 31, 2022 and December 31, 2021, the Company had the following outstanding payables, which are included within the Company’s accounts payable above, to affiliates of its shareholders for past services: March 31, 2022 December 31, Genomic Diagnostic Technologies $ 23,725 $ 23,725 St. Laurent Institute 299,552 313,679 St. Laurent Realty, Inc. 7,558 27,913 Total related party payables $ 330,835 $ 365,317 The above entities are affiliated with (1) William C. St. Laurent, a former member of the Company’s board of directors, (2) relatives of Mr. St. Laurent or (3) entities controlled by the St. Laurent family, who are controlling shareholders of the Company. St. Laurent Realty, Inc. and Genomic Diagnostic Technologies assisted the Company by previously providing corporate accounting support; St. Laurent Institute, a not-for-profit company, provided bioinformatics specialist support for certain sequencing services. |
Notes Payable
Notes Payable | 3 Months Ended |
Mar. 31, 2022 | |
Notes Payable [Abstract] | |
Notes Payable | Note 7 – Notes Payable The Company entered into a series of convertible promissory notes (the “Convertible Notes”) through April 8, 2019, with certain preferred stockholders amounting to $905,000. The Convertible Notes had a one-year term and accrued interest at 10% per annum. The Convertible Notes were convertible at the lower of $3.10 per share or a 20% discount to the share price paid by the purchasers of equity securities in the Company’s next Qualified Financing, as defined in the convertible note agreements. From April 29, 2019 to April 29, 2020, the Company entered into a series of non-convertible promissory notes (the “Promissory Notes”) with a certain preferred stockholder amounting to $1,375,000. The Promissory Notes had a one-year term with interest accruing at 10% per annum. In November and December 2020, the Company issued senior secured convertible promissory notes to a third-party investor amounting to $200,000. These notes accrued interest at 10% per annum, were to be repaid at the earlier of December 31, 2022, or the Company’s next qualified financing of a minimum of $7.5 million (as defined in the notes agreement), and were convertible into the Company’s common stock at $3.75 per share. On December 31, 2020, the Company issued a non-convertible promissory note to St. Laurent Investments LLC amounting to $426,020 due July 31, 2022, bearing 10% interest per annum in exchange for the accrued interest on all their notes outstanding through that date. From January to March 2021, the Company issued senior secured convertible promissory notes to investors for total proceeds of $250,000. The Convertible Notes accrued interest at 10% per annum, matured at the earlier of December 31, 2022, or the Company’s next qualified equity offering of a minimum of $7.5 million, and were convertible at $3.75 per share. On February 3, 2021, the preferred stockholder and the holder of $2,910,710 in the Convertible Notes and Promissory Notes granted the Company an extension on all their notes to be repaid on or before July 31, 2022. This amendment was accounted for on a prospective basis under the troubled debt restructuring guidance. In March 2021, the Company entered into a series of agreements with the noteholders to automatically convert $786,730 in outstanding Promissory Notes and $1,305,000 in Convertible Notes (together, “Amended Notes”), to common stock upon the closing of the IPO (“Conversion Agreements”), of which $1,552,683 was held by St. Laurent Investments, LLC and its affiliates. Under the terms of the Conversion Agreements, $826,020 and $1,265,710 in Amended Notes were to be converted at the closing of the IPO based on the $3.75 and $3.10 conversion prices, respectively. Since the automatic conversion could result in a material benefit to the noteholders, this amendment was deemed substantive and was accounted for as an extinguishment of debt. Accordingly, the Company recognized a loss on extinguishment of debt totaling $934,257 in the consolidated statement of operations for the three months ended March 2021, which represented the excess of the fair value of the Amended Notes totaling $3,118,235 over their carrying value of $2,183,978. The Company elected the option to account for the Amended Notes at fair value, with the changes in fair value recognized in the statement of operations. The fair value of the Amended Notes was estimated using probability weighted expected payouts under various settlement scenarios, discounted to their present value based on the estimated effective rate of return. On April 29, 2021, the Company entered into an agreement with a noteholder to automatically convert an additional $50,000 in outstanding Amended Notes, including any accrued interest, to common stock upon the closing of the IPO at the conversion price of $3.75 per share. At the IPO date, the Amended Notes automatically converted based on their original terms into 641,895 shares of common stock. The fair value of the Amended Notes of $3,364,198 immediately prior to the conversion, less $141,884 cash payment related to the accrued interest, was reclassified into the additional paid in capital on the condensed consolidated balance sheet. The fair value of the Amended Notes at the conversion date was estimated based on the fair value of the common stock issued upon the conversion. The Company recognized $195,962 loss due to the change in fair value of the Amended Notes between the amendment date and their conversion at the IPO date. In October 2021, the Company entered into an agreement with St. Laurent Investments LLC to reduce the interest on $1,375,000 aggregate principal amount of the Promissory Note from 10% to 5% per year starting on October 1, 2021. The Company accounted for this transaction as a modification on a prospective basis. In October 2021, the Company repaid $270,000 of the Promissory Notes to William C. St Laurent in cash. In connection with all the Convertible Notes and Promissory Notes issued during 2021 and 2020, the Company issued warrants to noteholders to purchase the total of 66,665 and 53,333 shares of the Company’s common stock, including 11,466 to the placement agent (see Note 8). The grant-date fair values of these warrants were immaterial. For the three-month periods ended March 31, 2022 and 2021, interest expense was $16,806 and $107,801, respectively. |
Common Stock Warrants
Common Stock Warrants | 3 Months Ended |
Mar. 31, 2022 | |
Stockholders' Equity Note [Abstract] | |
Common Stock Warrants | Note 8 – Common Stock Warrants On March 16, 2021, the Company made a down payment to ShareIntel-Shareholder Intelligence Services, LLC for anticipated services connected to the Company’s planned public offering, which was in the form of issuing 9,865 warrants to purchase common stock at $4.10 per share, with an expiration date of June 30, 2024. The warrants are exercisable starting at their issuance dates. On August 31, 2021, the Company sold an aggregate of 3,060,000 units at a price to the public of $4.25 per unit, each unit consisting of one share of the Company’s common stock and a warrant to purchase one share of common stock at an exercise price of $4.25 per share. In addition, pursuant to the Underwriting Agreement, the Company granted the Underwriter a 45-day option to purchase up to 459,000 additional shares of common stock, and/or 459,000 additional warrants, to cover over-allotments in connection with the Offering. The Underwriter partially exercised this option and purchased 459,000 warrants on the closing date at $0.01 per Warrant, for the total proceeds of $4,590. These warrants are exercisable at any time from the issuance date at $4.25 for common stock shares and have a five-year term. The warrants may be exercised for cash or, under certain limited circumstances, through cashless exercise. The Company may redeem the outstanding warrants, in whole and not in part, at $0.001 per warrant if, after thirteen months from the issuance date, (i) the daily volume weighted average price of the Common Stock for each of 10 consecutive trading days (Measurement Period) exceeds $12.75 (subject to adjustment for forward and reverse stock splits, recapitalizations, stock dividends and the like after the issuance date), (ii) the average daily volume for such Measurement Period exceeds $1,000,000 per Trading Day and (iii) the holders of warrants are not in possession of any information that constitutes, or might constitute, material non-public information which was provided by the Company, any of its subsidiaries, or any of their officers, directors, employees, agents or affiliates. Pursuant to the Underwriting Agreement, on August 31, 2021 and September 29, 2021, the Company also issued to the Underwriter warrants to purchase up to a total of 162,450 shares of common stock as a compensation for their services. These warrants are exercisable at any time from the issuance date at $4.675 per share of common stock and have a term of five years through August 26, 2026. The total fair value of the warrants granted to the Underwriter was $1,642,486 at the issuance date. The Company estimated the fair value of the warrants using the Black-Scholes option pricing model based on the following assumptions: Risk-free interest rate 0.77% -1.01 % Expected life 5 years Dividend yield 0% Volatility 67% The following table summarizes information with regard to outstanding warrants to purchase common stock as of March 31, 2022, which are exercisable starting at their issuance dates. All warrants are accounted for as equity based on the US GAAP guidance applicable to the instruments indexed to an entity’s own stock. Issuance Date Number of Exercise Expiration Date 5/4/2017 3,860 $ 3.10 5/3/2022 6/14/2017 1,351 $ 3.10 6/13/2022 8/30/2018 3,088 $ 3.10 8/29/2023 9/30/2018 60,506 $ 3.10 9/29/2023 9/30/2018 486,486 $ 2.16 9/29/2023 10/17/2018 1,157 $ 3.10 10/16/2023 11/2/2018 964 $ 3.10 11/1/2023 11/9/2018 964 $ 3.10 11/8/2023 11/16/2018 964 $ 3.10 11/15/2023 11/29/2018 964 $ 3.10 11/28/2023 12/21/2018 964 $ 3.10 12/20/2023 12/27/2018 964 $ 3.10 12/26/2023 1/31/2019 1,930 $ 3.10 1/30/2024 2/7/2019 1,640 $ 3.10 2/6/2024 2/21/2019 1,640 $ 3.10 2/20/2024 3/20/2019 3,378 $ 3.10 3/18/2024 4/8/2019 1,930 $ 3.10 4/6/2024 11/19/2020 53,333 $ 4.10 6/30/2024 11/19/2020 8,533 $ 4.10 6/30/2024 1/8/2021 13,333 $ 4.10 6/30/2024 1/11/2021 26,666 $ 4.10 6/30/2024 2/13/2021 13,333 $ 4.10 6/30/2024 3/16/2021 10,665 $ 4.10 6/30/2024 3/16/2021 13,333 $ 4.10 6/30/2024 8/31/2021 3,519,000 $ 4.25 8/31/2026 8/31/2021 153,000 $ 4.675 8/26/2026 9/29/2021 9,450 $ 4.675 8/26/2026 4,393,396 |
Preferred Stock
Preferred Stock | 3 Months Ended |
Mar. 31, 2022 | |
Preferred Stock [Abstract] | |
Preferred Stock | Note 9 – Preferred Stock The Company had outstanding preferred stock as of December 31, 2020: Shares Issuance price Series A-1 Convertible Preferred Stock 3,125,000 $ 0.32 Series A-2 Convertible Preferred Stock 2,666,665 $ 1.68 Series A Preferred stock 5,791,665 The Series A-1 Preferred Stock (“Series A-1”) and Series A-2 Preferred Stock (“Series A-2” and, collectively with the Series A-1, the “Preferred Stock”), could be converted at any time at the election of the holder into common stock at an initial conversion price determined by dividing the Series A-1 original issue price of $0.59, as amended, by the Series A-1 conversion price of $0.59; and the Series A-2 original issue price of $3.10, as amended, by the Series A-2 conversion price of $3.10; both were subject to adjustment for stock splits, stock combinations and the like, and to a weighted-average adjustment for future issuances of common stock, warrants or rights to purchase common stock or securities convertible into common stock for a consideration per share that is less than the then-applicable conversion price, subject to certain exceptions listed in the Charter. The Preferred Stock was subject to automatic conversion upon (i) the closing of an initial public offering of the common stock at a price per share equal to at least $9.25 (as adjusted for any stock splits, stock dividends, combinations, subdivisions, recapitalization or the like) in an underwritten public offering in which the Company raised gross proceeds of at least $10 million or (ii) the consent of holders of at least a majority of the then-outstanding shares of Preferred Stock voting together as a single class. In connection with the IPO, all of the outstanding shares of the Company’s convertible preferred stock automatically converted into 3,130,622 shares of common stock. |
Marketable Securities
Marketable Securities | 3 Months Ended |
Mar. 31, 2022 | |
Investments, Debt and Equity Securities [Abstract] | |
Marketable Securities | Note 10 – Marketable Securities In January 2022, the Company sold all of its marketable securities with the original cost $5,988,462. The Company realized $106,324 loss on the sale of these securities and recorded the unrealized gain of $54,508 on its investments in marketable securities for the three months ended March 31, 2022. |
Commitments and Contingencies
Commitments and Contingencies | 3 Months Ended |
Mar. 31, 2022 | |
Commitments and Contingencies Disclosure [Abstract] | |
Commitments and Contingencies | Note 11 – Commitments and Contingencies The Company’s office space lease in Woburn, Massachusetts (the “Woburn Lease”) for the Company’s corporate headquarters was on a month-to-month basis since November 2020 and was terminated in February 2022. The rent expense for this lease was $14,239 and $41,837 for the three-month periods ended March 31, 2022 and 2021, respectively. 13 On February 2, 2022, the Company entered into a lease agreement for approximately 15,638 square feet of its new corporate office space in Billerica, Massachusetts (the “Billerica Lease”). The Billerica Lease has a term of 92 months from its effective date and includes the access to certain additional office space within the same office building through the earlier of August 1, 2022 or the completion of certain tenant improvements (the “Swing Space”). In addition, the Company is required to share in certain taxes and operating expenses of the Billerica Lease. The Billerica lease is classified as an operating lease. At the date of the Billerica lease inception, the Company recorded a right-of-use asset of $1,481,646 in operating lease right-of-use asset, as well as a lease liability of $12,222 in current liabilities and $1,547,614 in long-term liabilities. The operating lease right-of use asset is less than that of the Company’s lease liabilities as of the lease inception date. This is due to the fact that the Company as part of the Billerica lease was allowed certain tenant improvement allowances, of which, amounted to $78,190 at lease inception. This lease liability represents the net present value of future lease payments for the lease utilizing a discount rate of 5.98%, which corresponds to the Company’s incremental borrowing rate. As of March 31, 2022, the remaining lease term was 7.5 years. The Company recorded expense related to the Billerica Lease in the amount of $41,526 for the three-months ended March 31, 2022. During the three months ended March 31, 2022, the Company made cash payments of $14,018 for amounts included in the measurement of lease liabilities. The following table reconciles the undiscounted lease liabilities to the total lease liabilities recognized on the condensed consolidated balance sheet as of March 31, 2022: 2022 (remaining) $ 74,349 2023 197,307 2024 275,875 2025 284,151 Thereafter 1,142,709 Total undiscounted lease liabilities $ 1,974,391 Less effects of discounting (413,498 ) Total lease liabilities $ 1,560,893 Reported as of March 31, 2022: Current portion of operating lease liability $ 27,068 Operating lease liability, less current portion 1,533,825 Total lease liabilities $ 1,560,893 |
Accounting Policies, by Policy
Accounting Policies, by Policy (Policies) | 3 Months Ended |
Mar. 31, 2022 | |
Accounting Policies [Abstract] | |
Use of Estimates | Use of Estimates The preparation of the financial statements in conformity with accounting principles generally accepted in the United States of America (“U.S. GAAP”), requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities, and disclosure of contingent liabilities at the date of the financial statements and the reported amounts of expenses during the reporting period. Significant estimates include but are not limited to stock-based compensation expense and research and development accruals. Actual results could differ from those estimates and changes in estimates may occur. |
Inventory | Inventory Inventory consists of finished goods, work-in-process and raw materials and is valued at the lower of cost or net realizable value, determined by the first-in, first-out (“FIFO”) method. As the Company manufactures the finished goods and work-in-process materials, overhead costs are included in inventory. The Company evaluates the carrying cost of finished goods, work-in-process and raw materials items. To the extent that such costs exceed future demand estimates and /or exhibit historical turnover at rates less than current inventory levels, the Company reduces the carrying value of the applicable inventories. Inventory consisted of the following: March 31, December 31, 2022 2021 Raw materials $ 97,546 $ 91,995 Work in process 130,987 132,160 Total inventory $ 228,533 $ 224,155 |
Stock-based Compensation | Stock-based Compensation The Company’s share-based compensation program grant awards include stock options and restricted stock awards. The fair value of stock option grants is estimated as of the date of the grant using the Black-Scholes option pricing model. The fair value of restricted stock awards is based on the fair value of the Company’s common stock on the date of the grant. The fair value of the stock-based awards are then expensed over the requisite service period, generally the vesting period, for each award. The Company’s expected stock price volatility assumption is based on the volatility of comparable public companies. The expected term of a stock option granted to employees and directors (including non-employee directors) is based on the average of the contractual term (generally 10 years) and the vesting period. For non-employee options, the expected term is the contractual term. The risk-free interest rate is based on the yield of U.S. Treasury securities consistent with the life of the option. No dividend yield was assumed as the Company does not pay dividends on its common stock. The Company recognizes forfeitures related to stock-based awards as they occur. The Company has periodically granted stock options and restricted stock awards to consultants for services pursuant to the Company’s stock plans at the fair market value on the respective dates of grant. Should the Company terminate any of its consulting agreements, the unvested options underlying the agreements would be cancelled. For awards granted to consultants and non-employees, compensation expense is recognized over the vesting period of the awards, which is generally the period services are rendered by such consultants and non-employees. The assumptions used in determining the fair value of share-based awards granted in three-month period ended March 31, 2022 are as follows: March 31, Risk-free interest rate 1.64 % Expected option life 6 – 6.1 years Expected dividend yield 0 % Expected stock price volatility 54 % |
Segments | Segments The Company operates in a single business segment that includes the design, development and manufacturing of genetic analysis technologies. |
Leases | Leases In the first quarter of 2022, the Company adopted ASU No. 2016-02, Leases (Topic 842) |
Net Loss per Share | Net Loss per Share Basic net loss per share is computed by dividing the net loss by the weighted-average number of shares of common stock outstanding for the period, without consideration for potentially dilutive securities if their effect is antidilutive. Diluted net loss per share is computed by dividing the net loss by the weighted average number of shares of common stock and dilutive common stock equivalents outstanding for the period determined using the treasury stock and if-converted methods. Dilutive common stock equivalents are comprised of convertible preferred stock, convertible promissory notes, options outstanding under the Company’s stock option plan and warrants. For all periods presented, there is no difference in the number of shares used to calculate basic and diluted shares outstanding as inclusion of the potentially dilutive securities would be antidilutive. The following potential shares of common stock were not considered in the computation of diluted net loss per share as their effect would have been antidilutive: March 31, 2022 2021 Convertible preferred stock - 5,791,665 Convertible promissory notes - 641,895 Stock options 2,003,919 818,915 Warrants for common stock 4,393,396 711,946 |
Recently Adopted Accounting Standards | Recently Adopted Accounting Standards In August 2020, the Financial Accounting Standards Board (“FASB”) issued Accounting Standards Update (“ASU”) 2020-06, Debt— Debt with Conversion and Other Options (Subtopic 470-20) and Derivatives and Hedging—Contracts in Entity’s Own Equity (Subtopic 815-40): Accounting for Convertible Instruments and Contracts in an Entity’s Own Equity In February 2016, the FASB issued ASU 2016-02 which establishes new accounting and disclosure requirements for leases. ASU No. 2016-02 requires recognition in the statement of operations of a single lease cost, calculated so that the cost of the lease is allocated over the lease term, generally on a straight-line basis. ASU 2016-02 requires classification of all cash payments within operating activities in the statement of cash flows. Disclosures are required to provide the amount, timing and uncertainty of cash flows arising from leases. The Company adopted ASU 2016-02 in the first quarter of 2022 using the effective date approach to recognize and measure leases as of the adoption date. The Company has elected to utilize the available practical expedient to not separate lease components from non-lease components as well as the package of practical expedients that allows the Company not to reassess (1) whether any expired or existing contracts as of the adoption date are or contain a lease, (2) lease classification for any expired or existing leases as of the adoption date and (3) initial direct costs for any existing leases as of the adoption date. At the date of adoption on January 1, 2022, this guidance had no impact to the Company’s condensed consolidated financial statements. |
Recently Issued Accounting Standards | Recently Issued Accounting Standards The Company does not believe that any recently issued but not yet effective accounting pronouncements will have a material effect on the accompanying condensed consolidated financial statements. |
Significant Accounting Polici_2
Significant Accounting Policies (Tables) | 3 Months Ended |
Mar. 31, 2022 | |
Accounting Policies [Abstract] | |
Schedule of Inventory | March 31, December 31, 2022 2021 Raw materials $ 97,546 $ 91,995 Work in process 130,987 132,160 Total inventory $ 228,533 $ 224,155 |
Schedule of fair value of share-based awards granted | March 31, Risk-free interest rate 1.64 % Expected option life 6 – 6.1 years Expected dividend yield 0 % Expected stock price volatility 54 % |
Schedule of net loss per share | March 31, 2022 2021 Convertible preferred stock - 5,791,665 Convertible promissory notes - 641,895 Stock options 2,003,919 818,915 Warrants for common stock 4,393,396 711,946 |
Accrued Expenses (Tables)
Accrued Expenses (Tables) | 3 Months Ended |
Mar. 31, 2022 | |
Accrued Liabilities And Other Liabilities [Abstract] | |
Schedule of accrued expenses | March 31, December 31, 2022 2021 Accrued interest 232,879 216,073 Other 94,539 95,332 $ 327,418 $ 311,405 |
Stock Option Plan (Tables)
Stock Option Plan (Tables) | 3 Months Ended |
Mar. 31, 2022 | |
Share-Based Payment Arrangement [Abstract] | |
Schedule of stock option | Number of Weighted- Weighted Outstanding as of December 31, 2021 918,919 $ 2.09 5.79 Granted 1,085,000 $ 1.71 Outstanding of March 31, 2022 2,003,919 $ 1.88 7.84 Exercisable at March 31, 2022 918,626 $ 2.09 5.54 |
Related Party Transactions (Tab
Related Party Transactions (Tables) | 3 Months Ended |
Mar. 31, 2022 | |
Related Party Transactions [Abstract] | |
Schedule of outstanding payables | March 31, 2022 December 31, Genomic Diagnostic Technologies $ 23,725 $ 23,725 St. Laurent Institute 299,552 313,679 St. Laurent Realty, Inc. 7,558 27,913 Total related party payables $ 330,835 $ 365,317 |
Common Stock Warrants (Tables)
Common Stock Warrants (Tables) | 3 Months Ended |
Mar. 31, 2022 | |
Stockholders' Equity Note [Abstract] | |
Schedule of fair value of the warrants | Risk-free interest rate 0.77% -1.01 % Expected life 5 years Dividend yield 0% Volatility 67% |
Schedule of outstanding warrants to purchase common stock | Issuance Date Number of Exercise Expiration Date 5/4/2017 3,860 $ 3.10 5/3/2022 6/14/2017 1,351 $ 3.10 6/13/2022 8/30/2018 3,088 $ 3.10 8/29/2023 9/30/2018 60,506 $ 3.10 9/29/2023 9/30/2018 486,486 $ 2.16 9/29/2023 10/17/2018 1,157 $ 3.10 10/16/2023 11/2/2018 964 $ 3.10 11/1/2023 11/9/2018 964 $ 3.10 11/8/2023 11/16/2018 964 $ 3.10 11/15/2023 11/29/2018 964 $ 3.10 11/28/2023 12/21/2018 964 $ 3.10 12/20/2023 12/27/2018 964 $ 3.10 12/26/2023 1/31/2019 1,930 $ 3.10 1/30/2024 2/7/2019 1,640 $ 3.10 2/6/2024 2/21/2019 1,640 $ 3.10 2/20/2024 3/20/2019 3,378 $ 3.10 3/18/2024 4/8/2019 1,930 $ 3.10 4/6/2024 11/19/2020 53,333 $ 4.10 6/30/2024 11/19/2020 8,533 $ 4.10 6/30/2024 1/8/2021 13,333 $ 4.10 6/30/2024 1/11/2021 26,666 $ 4.10 6/30/2024 2/13/2021 13,333 $ 4.10 6/30/2024 3/16/2021 10,665 $ 4.10 6/30/2024 3/16/2021 13,333 $ 4.10 6/30/2024 8/31/2021 3,519,000 $ 4.25 8/31/2026 8/31/2021 153,000 $ 4.675 8/26/2026 9/29/2021 9,450 $ 4.675 8/26/2026 4,393,396 |
Preferred Stock (Tables)
Preferred Stock (Tables) | 3 Months Ended |
Mar. 31, 2022 | |
Preferred Stock [Abstract] | |
Schedule of outstanding preferred stock | Shares Issuance price Series A-1 Convertible Preferred Stock 3,125,000 $ 0.32 Series A-2 Convertible Preferred Stock 2,666,665 $ 1.68 Series A Preferred stock 5,791,665 |
Commitments and Contingencies (
Commitments and Contingencies (Tables) | 3 Months Ended |
Mar. 31, 2022 | |
Commitments and Contingencies Disclosure [Abstract] | |
Schedule of total lease liabilities recognized | 2022 (remaining) $ 74,349 2023 197,307 2024 275,875 2025 284,151 Thereafter 1,142,709 Total undiscounted lease liabilities $ 1,974,391 Less effects of discounting (413,498 ) Total lease liabilities $ 1,560,893 Reported as of March 31, 2022: Current portion of operating lease liability $ 27,068 Operating lease liability, less current portion 1,533,825 Total lease liabilities $ 1,560,893 |
Nature of Operations and Basi_2
Nature of Operations and Basis of Presentation (Details) - USD ($) $ / shares in Units, $ in Millions | 1 Months Ended | |
Aug. 31, 2021 | Apr. 08, 2014 | |
Nature of Operations and Basis of Presentation (Details) [Line Items] | ||
Sale of stock (in Shares) | 3,060,000 | |
Common stock exercise price (in Dollars per share) | $ 4.25 | |
Offering costs | $ 3.2 | |
Cash | $ 1.6 | |
Convertible preferred stock (in Shares) | 3,130,622 | |
Outstanding convertible notes (in Shares) | 641,895 | |
Warrant [Member] | ||
Nature of Operations and Basis of Presentation (Details) [Line Items] | ||
Common stock exercise price (in Dollars per share) | $ 4.25 | |
Public price per share (in Dollars per share) | $ 4.25 | |
Initial Public Offering [Member] | ||
Nature of Operations and Basis of Presentation (Details) [Line Items] | ||
Sale of stock (in Shares) | 3,060,000 | |
Gross proceeds | $ 13 | |
SeqLL, LLC [Member] | ||
Nature of Operations and Basis of Presentation (Details) [Line Items] | ||
Ownership interest, percentage | 100.00% | |
Maxim Group LLC [Member] | ||
Nature of Operations and Basis of Presentation (Details) [Line Items] | ||
Warrants issued | $ 1.6 |
Significant Accounting Polici_3
Significant Accounting Policies (Details) | 3 Months Ended |
Mar. 31, 2022 | |
Accounting Policies [Abstract] | |
Employees contractual term | 10 years |
Significant Accounting Polici_4
Significant Accounting Policies (Details) - Schedule of inventory - USD ($) | Mar. 31, 2022 | Dec. 31, 2021 |
Schedule of inventory [Abstract] | ||
Raw materials | $ 97,546 | $ 91,995 |
Work in process | 130,987 | 132,160 |
Total inventory | $ 228,533 | $ 224,155 |
Significant Accounting Polici_5
Significant Accounting Policies (Details) - Schedule of fair value of share-based awards granted | 3 Months Ended |
Mar. 31, 2022 | |
Fair Value, Concentration of Risk, Financial Statement Captions [Line Items] | |
Risk-free interest rate | 1.64% |
Expected dividend yield | 0.00% |
Expected stock price volatility | 54.00% |
Minimum [Member] | |
Fair Value, Concentration of Risk, Financial Statement Captions [Line Items] | |
Expected option life | 6 years |
Maximum [Member] | |
Fair Value, Concentration of Risk, Financial Statement Captions [Line Items] | |
Expected option life | 6 years 1 month 6 days |
Significant Accounting Polici_6
Significant Accounting Policies (Details) - Schedule of net loss per share - shares | 3 Months Ended | |
Mar. 31, 2022 | Mar. 31, 2021 | |
Convertible preferred stock [Member] | ||
Significant Accounting Policies (Details) - Schedule of net loss per share [Line Items] | ||
Diluted net loss per share | 5,791,665 | |
Convertible promissory notes [Member] | ||
Significant Accounting Policies (Details) - Schedule of net loss per share [Line Items] | ||
Diluted net loss per share | 641,895 | |
Stock options [Member] | ||
Significant Accounting Policies (Details) - Schedule of net loss per share [Line Items] | ||
Diluted net loss per share | 2,003,919 | 818,915 |
Warrants for common stock [Member] | ||
Significant Accounting Policies (Details) - Schedule of net loss per share [Line Items] | ||
Diluted net loss per share | 4,393,396 | 711,946 |
Accrued Expenses (Details) - Sc
Accrued Expenses (Details) - Schedule of accrued expenses - USD ($) | Mar. 31, 2022 | Dec. 31, 2021 |
Schedule of accrued expenses [Abstract] | ||
Accrued interest | $ 232,879 | $ 216,073 |
Other | 94,539 | 95,332 |
Accrued expenses, total | $ 327,418 | $ 311,405 |
Fair Value Measurements (Detail
Fair Value Measurements (Details) | 3 Months Ended |
Mar. 31, 2022shares | |
Fair Value Disclosures [Abstract] | |
Shares of common stock | 5,942,158 |
Stock Option Plan (Details)
Stock Option Plan (Details) - USD ($) | 3 Months Ended | |
Mar. 31, 2022 | Mar. 31, 2021 | |
Stock Option Plan (Details) [Line Items] | ||
Future issuance of shares (in Shares) | 1,496,081 | |
No option, term | 10 years | |
Weighted average grant date fair value of options (in Dollars per share) | $ 0.89 | |
Stock-based compensation | $ 55,914 | $ 1,007 |
General and administrative expenses | 38,746 | 1,007 |
Research and development expenses | 17,168 | $ 0 |
Unrecognized compensation expense | $ 911,799 | |
Weighted average period term | 1.87 years | |
Minimum [Member] | ||
Stock Option Plan (Details) [Line Items] | ||
Grant and vest period, term | 3 years | |
Maximum [Member] | ||
Stock Option Plan (Details) [Line Items] | ||
Grant and vest period, term | 4 years | |
2014 Equity Incentive Plan [Member] | ||
Stock Option Plan (Details) [Line Items] | ||
Grant of options (in Shares) | 3,500,000 |
Stock Option Plan (Details) - S
Stock Option Plan (Details) - Schedule of stock option | 3 Months Ended |
Mar. 31, 2022$ / sharesshares | |
Schedule of stock option [Abstract] | |
Number of Options, Outstanding as of beginning balance | shares | 918,919 |
Weighted- Average Exercise Price per Share, Outstanding as of beginning balance | $ / shares | $ 2.09 |
Weighted Average Remaining Contractual Term (in Years), Outstanding as of beginning balance | 5 years 9 months 14 days |
Number of Options, Granted | shares | 1,085,000 |
Weighted- Average Exercise Price per Share, Granted | $ / shares | $ 1.71 |
Number of Options, Outstanding of ending balance | shares | 2,003,919 |
Weighted- Average Exercise Price per Share, Outstanding of ending balance | $ / shares | $ 1.88 |
Weighted Average Remaining Contractual Term (in Years), Outstanding of ending balance | 7 years 10 months 2 days |
Number of Options, Exercisable | shares | 918,626 |
Weighted- Average Exercise Price per Share, Exercisable | $ / shares | $ 2.09 |
Weighted Average Remaining Contractual Term (in Years), Exercisable | 5 years 6 months 14 days |
Related Party Transactions (Det
Related Party Transactions (Details) - Schedule of outstanding payables - USD ($) | Mar. 31, 2022 | Dec. 31, 2021 |
Related Party Transaction [Line Items] | ||
Total related party payables | $ 330,835 | $ 365,317 |
Genomic Diagnostic Technologies [Member] | ||
Related Party Transaction [Line Items] | ||
Total related party payables | 23,725 | 23,725 |
St. Laurent Institute [Member] | ||
Related Party Transaction [Line Items] | ||
Total related party payables | 299,552 | 313,679 |
St. Laurent Realty, Inc. [Member] | ||
Related Party Transaction [Line Items] | ||
Total related party payables | $ 7,558 | $ 27,913 |
Notes Payable (Details)
Notes Payable (Details) - USD ($) | Feb. 03, 2021 | Oct. 31, 2021 | Apr. 29, 2021 | Mar. 31, 2021 | Dec. 31, 2020 | Mar. 31, 2022 | Mar. 31, 2021 | Dec. 31, 2021 | Oct. 01, 2021 | Apr. 29, 2020 | Apr. 08, 2019 |
Notes Payable (Details) [Line Items] | |||||||||||
Preferred stockholder value | $ 1,375,000 | ||||||||||
Accrued interest rate | 10.00% | ||||||||||
Convertible per share (in Dollars per share) | $ 3.75 | ||||||||||
Third-party investor amount | $ 200,000 | ||||||||||
Repaid date | Dec. 31, 2022 | ||||||||||
Promissory notes accrue interest | 10.00% | ||||||||||
Issuance of equity offering | $ 7,500,000 | ||||||||||
Due date | Jul. 31, 2022 | ||||||||||
Non-convertible | $ 426,020 | ||||||||||
Non-convertible interest | 10.00% | ||||||||||
Total investors | $ 250,000 | $ 250,000 | |||||||||
Maturity date | Dec. 31, 2022 | ||||||||||
Number of common shares percentage | 10.00% | ||||||||||
Issuable to conversion shares (in Shares) | 7.5 | ||||||||||
Convertible exercise price per share (in Dollars per share) | $ 3.75 | ||||||||||
Convertible promissory note granted | $ 2,910,710 | ||||||||||
Additional outstanding | $ 50,000 | $ 786,730 | $ 786,730 | ||||||||
Conversion prices increase (in Dollars per share) | $ 3.75 | ||||||||||
Conversion prices decrease (in Dollars per share) | $ 3.1 | ||||||||||
Extinguishment of debt | $ 934,257 | ||||||||||
Fair value | 3,118,235 | $ 3,364,198 | 3,118,235 | ||||||||
Carrying value | $ 2,183,978 | $ 2,183,978 | |||||||||
Convertible original terms shares (in Shares) | 641,895 | ||||||||||
Cash payments | $ 141,884 | ||||||||||
Convertible notes | $ 195,962 | ||||||||||
Accounting loss | $ 1,375,000 | ||||||||||
Promissory Notes repaid | $ 270,000 | ||||||||||
Total purchase (in Shares) | 53,333 | 66,665 | 53,333 | ||||||||
Placement agent (in Shares) | 11,466 | ||||||||||
Interest expense | $ 16,806 | $ 107,801 | |||||||||
Minimum [Member] | |||||||||||
Notes Payable (Details) [Line Items] | |||||||||||
Conversion agreements | $ 826,020 | ||||||||||
Promissory note rate | 5.00% | ||||||||||
Maximum [Member] | |||||||||||
Notes Payable (Details) [Line Items] | |||||||||||
Conversion agreements | 1,265,710 | ||||||||||
Promissory note rate | 10.00% | ||||||||||
IPO [Member] | |||||||||||
Notes Payable (Details) [Line Items] | |||||||||||
Common stock value | 1,552,683 | 1,552,683 | |||||||||
Conversion price (in Dollars per share) | $ 3.75 | ||||||||||
Convertible Notes Payable [Member] | |||||||||||
Notes Payable (Details) [Line Items] | |||||||||||
Preferred stockholder value | $ 905,000 | ||||||||||
Accrued interest rate | 10.00% | ||||||||||
Convertible per share (in Dollars per share) | $ 3.1 | ||||||||||
Convertible discount rate | 20.00% | ||||||||||
Additional outstanding | $ 1,305,000 | $ 1,305,000 |
Common Stock Warrants (Details)
Common Stock Warrants (Details) - USD ($) | 1 Months Ended | 3 Months Ended | ||
Aug. 31, 2021 | Mar. 31, 2022 | Sep. 29, 2021 | Mar. 16, 2021 | |
Common Stock Warrants (Details) [Line Items] | ||||
Warrants to purchase common stock (in Shares) | 9,865 | |||
Warrants to purchase common stock, per share | $ 4.1 | |||
Sale of aggregate units (in Shares) | 3,060,000 | |||
Sale of aggregate units, per share | $ 4.25 | |||
Purchase of additional shares, description | In addition, pursuant to the Underwriting Agreement, the Company granted the Underwriter a 45-day option to purchase up to 459,000 additional shares of common stock, and/or 459,000 additional warrants, to cover over-allotments in connection with the Offering. The Underwriter partially exercised this option and purchased 459,000 warrants on the closing date at $0.01 per Warrant, for the total proceeds of $4,590. | |||
Warrants exercisable | $ 4.25 | |||
Warrants, description | The Company may redeem the outstanding warrants, in whole and not in part, at $0.001 per warrant if, after thirteen months from the issuance date, (i) the daily volume weighted average price of the Common Stock for each of 10 consecutive trading days (Measurement Period) exceeds $12.75 (subject to adjustment for forward and reverse stock splits, recapitalizations, stock dividends and the like after the issuance date), (ii) the average daily volume for such Measurement Period exceeds $1,000,000 per Trading Day and (iii) the holders of warrants are not in possession of any information that constitutes, or might constitute, material non-public information which was provided by the Company, any of its subsidiaries, or any of their officers, directors, employees, agents or affiliates. | |||
Equity (in Dollars) | $ 1,642,486 | |||
Warrants [Member] | ||||
Common Stock Warrants (Details) [Line Items] | ||||
Sale of aggregate units, per share | 4.25 | |||
Exercise price of warrants | $ 4.25 | |||
Underwriter [Member] | ||||
Common Stock Warrants (Details) [Line Items] | ||||
Warrants exercisable | $ 4.675 | |||
Total shares of common stock (in Shares) | 162,450 | |||
Common stock shares term | 5 years |
Common Stock Warrants (Detail_2
Common Stock Warrants (Details) - Schedule of fair value of the warrants | 3 Months Ended |
Mar. 31, 2022 | |
Common Stock Warrants (Details) - Schedule of fair value of the warrants [Line Items] | |
Share based Compensation Arrangement By Share based Payment Award Fair Value Assumptions Expected Term | 5 years |
Share-Based Compensation Arrangement by Share-Based Payment Award, Fair Value Assumptions, Expected Dividend Rate | 0.00% |
Share-Based Compensation Arrangement by Share-Based Payment Award, Fair Value Assumptions, Expected Volatility Rate | 67.00% |
Minimum [Member] | |
Common Stock Warrants (Details) - Schedule of fair value of the warrants [Line Items] | |
Share-Based Compensation Arrangement by Share-Based Payment Award, Fair Value Assumptions, Risk Free Interest Rate | 0.77% |
Maximum [Member] | |
Common Stock Warrants (Details) - Schedule of fair value of the warrants [Line Items] | |
Share-Based Compensation Arrangement by Share-Based Payment Award, Fair Value Assumptions, Risk Free Interest Rate | 1.01% |
Common Stock Warrants (Detail_3
Common Stock Warrants (Details) - Schedule of outstanding warrants to purchase common stock | 3 Months Ended |
Mar. 31, 2022$ / sharesshares | |
Class of Warrant or Right [Line Items] | |
Total | 4,393,396 |
5/4/2017 [Member] | |
Class of Warrant or Right [Line Items] | |
Issuance Date | May 4, 2017 |
Number of Shares Issuable Upon Exercise of Outstanding Warrants | 3,860 |
Exercise Price | $ / shares | $ 3.1 |
Expiration Date | May 3, 2022 |
6/14/2017 [Member] | |
Class of Warrant or Right [Line Items] | |
Issuance Date | Jun. 14, 2017 |
Number of Shares Issuable Upon Exercise of Outstanding Warrants | 1,351 |
Exercise Price | $ / shares | $ 3.1 |
Expiration Date | Jun. 13, 2022 |
8/30/2018 [Member] | |
Class of Warrant or Right [Line Items] | |
Issuance Date | Aug. 30, 2018 |
Number of Shares Issuable Upon Exercise of Outstanding Warrants | 3,088 |
Exercise Price | $ / shares | $ 3.1 |
Expiration Date | Aug. 29, 2023 |
9/30/2018 [Member] | |
Class of Warrant or Right [Line Items] | |
Issuance Date | Sep. 30, 2018 |
Number of Shares Issuable Upon Exercise of Outstanding Warrants | 60,506 |
Exercise Price | $ / shares | $ 3.1 |
Expiration Date | Sep. 29, 2023 |
9/30/2018 [Member] | |
Class of Warrant or Right [Line Items] | |
Issuance Date | Sep. 30, 2018 |
Number of Shares Issuable Upon Exercise of Outstanding Warrants | 486,486 |
Exercise Price | $ / shares | $ 2.16 |
Expiration Date | Sep. 29, 2023 |
10/17/2018 [Member] | |
Class of Warrant or Right [Line Items] | |
Issuance Date | Oct. 17, 2018 |
Number of Shares Issuable Upon Exercise of Outstanding Warrants | 1,157 |
Exercise Price | $ / shares | $ 3.1 |
Expiration Date | Oct. 16, 2023 |
11/2/2018 [Member] | |
Class of Warrant or Right [Line Items] | |
Issuance Date | Nov. 2, 2018 |
Number of Shares Issuable Upon Exercise of Outstanding Warrants | 964 |
Exercise Price | $ / shares | $ 3.1 |
Expiration Date | Nov. 1, 2023 |
11/9/2018 [Member] | |
Class of Warrant or Right [Line Items] | |
Issuance Date | Nov. 9, 2018 |
Number of Shares Issuable Upon Exercise of Outstanding Warrants | 964 |
Exercise Price | $ / shares | $ 3.1 |
Expiration Date | Nov. 8, 2023 |
11/16/2018 [Member] | |
Class of Warrant or Right [Line Items] | |
Issuance Date | Nov. 16, 2018 |
Number of Shares Issuable Upon Exercise of Outstanding Warrants | 964 |
Exercise Price | $ / shares | $ 3.1 |
Expiration Date | Nov. 15, 2023 |
11/29/2018 [Member] | |
Class of Warrant or Right [Line Items] | |
Issuance Date | Nov. 29, 2018 |
Number of Shares Issuable Upon Exercise of Outstanding Warrants | 964 |
Exercise Price | $ / shares | $ 3.1 |
Expiration Date | Nov. 28, 2023 |
12/21/2018 [Member] | |
Class of Warrant or Right [Line Items] | |
Issuance Date | Dec. 21, 2018 |
Number of Shares Issuable Upon Exercise of Outstanding Warrants | 964 |
Exercise Price | $ / shares | $ 3.1 |
Expiration Date | Dec. 20, 2023 |
12/27/2018 [Member] | |
Class of Warrant or Right [Line Items] | |
Issuance Date | Dec. 27, 2018 |
Number of Shares Issuable Upon Exercise of Outstanding Warrants | 964 |
Exercise Price | $ / shares | $ 3.1 |
Expiration Date | Dec. 26, 2023 |
1/31/2019 [Member] | |
Class of Warrant or Right [Line Items] | |
Issuance Date | Jan. 31, 2019 |
Number of Shares Issuable Upon Exercise of Outstanding Warrants | 1,930 |
Exercise Price | $ / shares | $ 3.1 |
Expiration Date | Jan. 30, 2024 |
2/7/2019 [Member] | |
Class of Warrant or Right [Line Items] | |
Issuance Date | Feb. 7, 2019 |
Number of Shares Issuable Upon Exercise of Outstanding Warrants | 1,640 |
Exercise Price | $ / shares | $ 3.1 |
Expiration Date | Feb. 6, 2024 |
2/21/2019 [Member] | |
Class of Warrant or Right [Line Items] | |
Issuance Date | Feb. 21, 2019 |
Number of Shares Issuable Upon Exercise of Outstanding Warrants | 1,640 |
Exercise Price | $ / shares | $ 3.1 |
Expiration Date | Feb. 20, 2024 |
3/20/2019 [Member] | |
Class of Warrant or Right [Line Items] | |
Issuance Date | Mar. 20, 2019 |
Number of Shares Issuable Upon Exercise of Outstanding Warrants | 3,378 |
Exercise Price | $ / shares | $ 3.1 |
Expiration Date | Mar. 18, 2024 |
4/8/2019 [Member] | |
Class of Warrant or Right [Line Items] | |
Issuance Date | Apr. 8, 2019 |
Number of Shares Issuable Upon Exercise of Outstanding Warrants | 1,930 |
Exercise Price | $ / shares | $ 3.1 |
Expiration Date | Apr. 6, 2024 |
11/19/2020 [Member] | |
Class of Warrant or Right [Line Items] | |
Issuance Date | Nov. 19, 2020 |
Number of Shares Issuable Upon Exercise of Outstanding Warrants | 53,333 |
Exercise Price | $ / shares | $ 4.1 |
Expiration Date | Jun. 30, 2024 |
11/19/2020 One [Member] | |
Class of Warrant or Right [Line Items] | |
Issuance Date | Nov. 19, 2020 |
Number of Shares Issuable Upon Exercise of Outstanding Warrants | 8,533 |
Exercise Price | $ / shares | $ 4.1 |
Expiration Date | Jun. 30, 2024 |
1/8/2021 [Member] | |
Class of Warrant or Right [Line Items] | |
Issuance Date | Jan. 8, 2021 |
Number of Shares Issuable Upon Exercise of Outstanding Warrants | 13,333 |
Exercise Price | $ / shares | $ 4.1 |
Expiration Date | Jun. 30, 2024 |
1/11/2021 [Member] | |
Class of Warrant or Right [Line Items] | |
Issuance Date | Jan. 11, 2021 |
Number of Shares Issuable Upon Exercise of Outstanding Warrants | 26,666 |
Exercise Price | $ / shares | $ 4.1 |
Expiration Date | Jun. 30, 2024 |
2/13/2021 [Member] | |
Class of Warrant or Right [Line Items] | |
Issuance Date | Feb. 13, 2021 |
Number of Shares Issuable Upon Exercise of Outstanding Warrants | 13,333 |
Exercise Price | $ / shares | $ 4.1 |
Expiration Date | Jun. 30, 2024 |
3/16/2021 [Member] | |
Class of Warrant or Right [Line Items] | |
Issuance Date | Mar. 16, 2021 |
Number of Shares Issuable Upon Exercise of Outstanding Warrants | 10,665 |
Exercise Price | $ / shares | $ 4.1 |
Expiration Date | Jun. 30, 2024 |
3/16/2021 One [Member] | |
Class of Warrant or Right [Line Items] | |
Issuance Date | Mar. 16, 2021 |
Number of Shares Issuable Upon Exercise of Outstanding Warrants | 13,333 |
Exercise Price | $ / shares | $ 4.1 |
Expiration Date | Jun. 30, 2024 |
8/31/2021 [Member] | |
Class of Warrant or Right [Line Items] | |
Issuance Date | Aug. 31, 2021 |
Number of Shares Issuable Upon Exercise of Outstanding Warrants | 3,519,000 |
Exercise Price | $ / shares | $ 4.25 |
Expiration Date | Aug. 31, 2026 |
8/31/2021 One [Member] | |
Class of Warrant or Right [Line Items] | |
Issuance Date | Aug. 31, 2021 |
Number of Shares Issuable Upon Exercise of Outstanding Warrants | 153,000 |
Exercise Price | $ / shares | $ 4.675 |
Expiration Date | Aug. 26, 2026 |
9/29/2021 [Member] | |
Class of Warrant or Right [Line Items] | |
Issuance Date | Sep. 29, 2021 |
Number of Shares Issuable Upon Exercise of Outstanding Warrants | 9,450 |
Exercise Price | $ / shares | $ 4.675 |
Expiration Date | Aug. 26, 2026 |
Preferred Stock (Details)
Preferred Stock (Details) | 3 Months Ended |
Mar. 31, 2022$ / shares | |
Preferred Stock (Details) [Line Items] | |
Conversion of preferred stock, description | The Preferred Stock was subject to automatic conversion upon (i) the closing of an initial public offering of the common stock at a price per share equal to at least $9.25 (as adjusted for any stock splits, stock dividends, combinations, subdivisions, recapitalization or the like) in an underwritten public offering in which the Company raised gross proceeds of at least $10 million or (ii) the consent of holders of at least a majority of the then-outstanding shares of Preferred Stock voting together as a single class. In connection with the IPO, all of the outstanding shares of the Company’s convertible preferred stock automatically converted into 3,130,622 shares of common stock |
Series A-1 [Member] | |
Preferred Stock (Details) [Line Items] | |
Original issue price per share | $ 0.59 |
Conversion price per share | 0.59 |
Series A-2 [Member] | |
Preferred Stock (Details) [Line Items] | |
Original issue price per share | 3.1 |
Conversion price per share | $ 3.1 |
Preferred Stock (Details) - Sch
Preferred Stock (Details) - Schedule of outstanding preferred stock | Mar. 31, 2022$ / sharesshares |
Series A-1 Convertible Preferred Stock [Member] | |
Conversion of Stock [Line Items] | |
Shares issued | 3,125,000 |
Issuance price per share (in Dollars per share) | $ / shares | $ 0.32 |
Series A-2 Convertible Preferred Stock [Member] | |
Conversion of Stock [Line Items] | |
Shares issued | 2,666,665 |
Issuance price per share (in Dollars per share) | $ / shares | $ 1.68 |
Series A Preferred Stock [Member] | |
Conversion of Stock [Line Items] | |
Shares issued | 5,791,665 |
Marketable Securities (Details)
Marketable Securities (Details) - USD ($) | 3 Months Ended | |
Mar. 31, 2022 | Jan. 31, 2022 | |
Investments, Debt and Equity Securities [Abstract] | ||
Marketable securities, sold | $ 5,988,462 | |
Investment in marketable securities | $ 106,324 | |
Unrealized gain | $ 54,508 |
Commitments and Contingencies_2
Commitments and Contingencies (Details) - USD ($) | 3 Months Ended | |
Mar. 31, 2022 | Mar. 31, 2021 | |
Commitments and Contingencies Disclosure [Abstract] | ||
Rent expense for lease | $ 14,239 | $ 41,837 |
Operating lease right-of-use asset | 1,481,646 | |
Lease liability | 12,222 | |
Long-term liabilities | 1,547,614 | |
Lease inception | $ 78,190 | |
Lease utilizing a discount rate | 5.98% | |
Remaining lease term | 7 years 6 months | |
Annual rental due amount | $ 41,526 | |
Cash | $ 14,018,000 |
Commitments and Contingencies_3
Commitments and Contingencies (Details) - Schedule of total lease liabilities recognized | 3 Months Ended |
Mar. 31, 2022USD ($) | |
Schedule of total lease liabilities recognized [Abstract] | |
2022 (remaining) | $ 74,349 |
2023 | 197,307 |
2024 | 275,875 |
2025 | 284,151 |
Thereafter | 1,142,709 |
Total undiscounted lease liabilities | 1,974,391 |
Less effects of discounting | (413,498) |
Total lease liabilities | 1,560,893 |
Reported as of March 31, 2022: | |
Current portion of operating lease liability | 27,068 |
Operating lease liability, less current portion | 1,533,825 |
Total lease liabilities | $ 1,560,893 |