Document and Entity Information
Document and Entity Information - shares | 9 Months Ended | |
Sep. 30, 2021 | Nov. 03, 2021 | |
Document Type | 10-Q | |
Document Quarterly Report | true | |
Document Transition Report | false | |
Document Period End Date | Sep. 30, 2021 | |
Entity File Number | 001-40675 | |
Entity Registrant Name | Immuneering Corp | |
Entity Incorporation, State or Country Code | DE | |
Entity Tax Identification Number | 26-1976972 | |
Entity Address, Address Line One | 245 Main St | |
Entity Address, Address Line Two | Second Floor | |
Entity Address, City or Town | Cambridge | |
Entity Address State Or Province | MA | |
Entity Address, Postal Zip Code | 02142 | |
City Area Code | 617 | |
Local Phone Number | 500-8080 | |
Title of 12(b) Security | Class A common Stock, par value $0.001 per share | |
Trading Symbol | IMRX | |
Security Exchange Name | NASDAQ | |
Entity Current Reporting Status | Yes | |
Entity Interactive Data Current | Yes | |
Entity Filer Category | Non-accelerated Filer | |
Entity Small Business | true | |
Entity Emerging Growth Company | true | |
Entity Ex Transition Period | false | |
Entity Shell Company | false | |
Entity Central Index Key | 0001790340 | |
Current Fiscal Year End Date | --12-31 | |
Document Fiscal Year Focus | 2021 | |
Document Fiscal Period Focus | Q3 | |
Amendment Flag | false | |
Class A Common Stock | ||
Entity Common Stock, Shares Outstanding | 25,940,564 | |
Class B Common Stock | ||
Entity Common Stock, Shares Outstanding | 0 |
CONDENSED CONSOLIDATED BALANCE
CONDENSED CONSOLIDATED BALANCE SHEETS - USD ($) | Sep. 30, 2021 | Dec. 31, 2020 |
Current assets: | ||
Cash and cash equivalents | $ 106,927,550 | $ 37,090,151 |
Marketable securities | 42,550,420 | |
Accounts receivable | 471,375 | 500,110 |
Prepaids and other current assets | 3,361,471 | 140,958 |
Total current assets | 153,310,816 | 37,731,219 |
Marketable securities, non-current | 10,098,616 | |
Property and equipment, net | 81,445 | 64,363 |
Right-of-use asset, net | 537,181 | 613,103 |
Other assets | 14,333 | 14,333 |
Total assets | 164,042,391 | 38,423,018 |
Current liabilities: | ||
Accounts payable | 1,795,153 | 1,480,537 |
Accrued expenses | 3,388,853 | 698,992 |
Lease liability, current | 82,795 | 76,322 |
Total current liabilities | 5,266,801 | 2,255,851 |
Long-term liabilities: | ||
Lease liability, non-current | 481,965 | 544,767 |
Total liabilities | 5,748,766 | 2,800,618 |
Commitments and contingencies (Note 11) | ||
Convertible preferred stock: | ||
Convertible preferred stock | 58,103,850 | |
Stockholders' deficit: | ||
Additional paid-in capital | 206,761,467 | 3,251,240 |
Accumulated other comprehensive loss | (4,751) | |
Accumulated deficit | (48,489,029) | (25,737,640) |
Total stockholders' equity (deficit) | 158,293,625 | (22,481,450) |
Total liabilities, convertible preferred stock and stockholders' equity (deficit) | 164,042,391 | 38,423,018 |
Series B Preferred Stock | ||
Convertible preferred stock: | ||
Convertible preferred stock | 36,983,910 | |
Series A Preferred Stock | ||
Convertible preferred stock: | ||
Convertible preferred stock | 21,119,940 | |
Class A Common Stock | ||
Stockholders' deficit: | ||
Common stock | $ 25,938 | $ 4,950 |
CONDENSED CONSOLIDATED BALANC_2
CONDENSED CONSOLIDATED BALANCE SHEETS (Parentheticals) - $ / shares | Sep. 30, 2021 | Dec. 31, 2020 |
Preferred stock, par value per share (in dollars per share) | $ 0.001 | $ 0.001 |
Preferred stock authorized (in shares) | 10,000,000 | 0 |
Preferred stock, shares issued (in shares) | 0 | 0 |
Preferred stock, shares outstanding (in shares) | 0 | 0 |
Series B Preferred Stock | ||
Convertible preferred stock, par value per share (in dollars per share) | $ 0.001 | $ 0.001 |
Convertible preferred stock, authorized (in shares) | 0 | 6,032,183 |
Convertible preferred stock, issued (in shares) | 0 | 3,619,292 |
Convertible preferred stock, outstanding (in shares) | 0 | 3,619,292 |
Series A Preferred Stock | ||
Convertible preferred stock, par value per share (in dollars per share) | $ 0.001 | $ 0.001 |
Convertible preferred stock, authorized (in shares) | 0 | 2,495,933 |
Convertible preferred stock, issued (in shares) | 0 | 2,495,933 |
Convertible preferred stock, outstanding (in shares) | 0 | 2,495,933 |
Class A Common Stock | ||
Common stock, par value per share (in dollars per share) | $ 0.001 | $ 0.001 |
Common stock, shares authorized (in shares) | 200,000,000 | 22,026,200 |
Common stock, shares issued (in shares) | 25,938,064 | 4,950,129 |
Common stock, shares outstanding (in shares) | 25,938,064 | 4,950,129 |
Class B Common Stock | ||
Common stock, par value per share (in dollars per share) | $ 0.001 | $ 0.001 |
Common stock, shares authorized (in shares) | 20,000,000 | 6,032,183 |
Common stock, shares issued (in shares) | 0 | 0 |
Common stock, shares outstanding (in shares) | 0 | 0 |
CONDENSED CONSOLIDATED STATEMEN
CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS AND COMPREHENSIVE LOSS - USD ($) | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2021 | Sep. 30, 2020 | Sep. 30, 2021 | Sep. 30, 2020 | |
CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS AND COMPREHENSIVE LOSS | ||||
Revenue | $ 482,130 | $ 682,570 | $ 1,890,370 | $ 1,646,455 |
Cost of revenue | 219,088 | 315,002 | 946,852 | 807,092 |
Gross profit | 263,042 | 367,568 | 943,518 | 839,363 |
Operating expenses | ||||
Research and development | 6,207,486 | 4,069,037 | 18,590,471 | 10,113,291 |
General and administrative | 2,598,940 | 698,760 | 5,123,361 | 1,972,171 |
Total operating expenses | 8,806,426 | 4,767,797 | 23,713,832 | 12,085,462 |
Loss from operations | (8,543,384) | (4,400,229) | (22,770,314) | (11,246,099) |
Other income (expense) | ||||
Interest income | 17,400 | 1,150 | 27,014 | 42,138 |
Other expense | (8,089) | (8,089) | ||
Net loss | $ (8,534,073) | $ (4,399,079) | $ (22,751,389) | $ (11,203,961) |
Net loss per share attributable to common stockholders, basic | $ (0.47) | $ (0.89) | $ (2.41) | $ (2.26) |
Net loss per share attributable to common stockholders, diluted | $ (0.47) | $ (0.89) | $ (2.41) | $ (2.26) |
Weighted-average common shares outstanding, basic | 18,286,352 | 4,950,129 | 9,445,862 | 4,950,129 |
Weighted-average common shares outstanding, diluted | 18,286,352 | 4,950,129 | 9,445,862 | 4,950,129 |
Other comprehensive loss: | ||||
Unrealized losses from marketable securities | $ (4,751) | $ (4,751) | ||
Comprehensive Loss | $ (8,538,824) | $ (4,399,079) | $ (22,756,140) | $ (11,203,961) |
CONDENSED CONSOLIDATED STATEM_2
CONDENSED CONSOLIDATED STATEMENTS OF CONVERTIBLE PREFERRED STOCK AND STOCKHOLDERS' EQUITY (DEFICIT) - USD ($) | Preferred StockSeries A Preferred Stock | Preferred StockSeries B Preferred Stock | Preferred Stock | Common StockClass A Common Stock | Additional Paid-In Capital | Accumulated other comprehensive loss | Accumulated Deficit | Series A Preferred Stock | Series B Preferred Stock | Total |
Beginning Balance at Dec. 31, 2019 | $ 4,950 | $ 2,164,471 | $ (8,697,742) | $ (6,528,321) | ||||||
Beginning Balance (in shares) at Dec. 31, 2019 | 4,950,129 | |||||||||
Increase (Decrease) in Stockholders' Equity [Roll Forward] | ||||||||||
Stock-based compensation expense | 272,143 | 272,143 | ||||||||
Net loss | (3,200,720) | (3,200,720) | ||||||||
Ending Balance at Mar. 31, 2020 | $ 4,950 | 2,436,614 | (11,898,462) | (9,456,898) | ||||||
Ending Balance (in shares) at Mar. 31, 2020 | 4,950,129 | |||||||||
Beginning Balance at Dec. 31, 2019 | $ 16,611,832 | $ 16,611,832 | ||||||||
Beginning Balance (in shares) at Dec. 31, 2019 | 1,966,043 | 1,966,043 | ||||||||
Increase (Decrease) in Temporary Equity [Roll Forward] | ||||||||||
Issuance of convertible preferred stock, net of issuance costs | $ 4,508,108 | 4,508,108 | ||||||||
Issuance of convertible preferred stock, net of issuance costs (in shares) | 529,890 | |||||||||
Ending Balance at Mar. 31, 2020 | $ 21,119,940 | 21,119,940 | ||||||||
Ending Balance (in shares) at Mar. 31, 2020 | 2,495,933 | |||||||||
Beginning Balance at Dec. 31, 2019 | $ 4,950 | 2,164,471 | (8,697,742) | (6,528,321) | ||||||
Beginning Balance (in shares) at Dec. 31, 2019 | 4,950,129 | |||||||||
Increase (Decrease) in Stockholders' Equity [Roll Forward] | ||||||||||
Net loss | (11,203,961) | |||||||||
Ending Balance at Sep. 30, 2020 | $ 4,950 | 3,034,633 | (19,901,703) | (16,862,120) | ||||||
Ending Balance (in shares) at Sep. 30, 2020 | 4,950,129 | |||||||||
Beginning Balance at Dec. 31, 2019 | $ 16,611,832 | 16,611,832 | ||||||||
Beginning Balance (in shares) at Dec. 31, 2019 | 1,966,043 | 1,966,043 | ||||||||
Ending Balance at Sep. 30, 2020 | $ 21,119,940 | 21,119,940 | ||||||||
Ending Balance (in shares) at Sep. 30, 2020 | 2,495,933 | |||||||||
Beginning Balance at Mar. 31, 2020 | $ 4,950 | 2,436,614 | (11,898,462) | (9,456,898) | ||||||
Beginning Balance (in shares) at Mar. 31, 2020 | 4,950,129 | |||||||||
Increase (Decrease) in Stockholders' Equity [Roll Forward] | ||||||||||
Stock-based compensation expense | 287,554 | 287,554 | ||||||||
Net loss | (3,604,162) | (3,604,162) | ||||||||
Ending Balance at Jun. 30, 2020 | $ 4,950 | 2,724,168 | (15,502,624) | (12,773,506) | ||||||
Ending Balance (in shares) at Jun. 30, 2020 | 4,950,129 | |||||||||
Beginning Balance at Mar. 31, 2020 | $ 21,119,940 | 21,119,940 | ||||||||
Beginning Balance (in shares) at Mar. 31, 2020 | 2,495,933 | |||||||||
Ending Balance at Jun. 30, 2020 | $ 21,119,940 | 21,119,940 | ||||||||
Ending Balance (in shares) at Jun. 30, 2020 | 2,495,933 | |||||||||
Increase (Decrease) in Stockholders' Equity [Roll Forward] | ||||||||||
Stock-based compensation expense | 310,465 | 310,465 | ||||||||
Net loss | (4,399,079) | (4,399,079) | ||||||||
Ending Balance at Sep. 30, 2020 | $ 4,950 | 3,034,633 | (19,901,703) | (16,862,120) | ||||||
Ending Balance (in shares) at Sep. 30, 2020 | 4,950,129 | |||||||||
Ending Balance at Sep. 30, 2020 | $ 21,119,940 | 21,119,940 | ||||||||
Ending Balance (in shares) at Sep. 30, 2020 | 2,495,933 | |||||||||
Beginning Balance at Dec. 31, 2020 | $ 4,950 | 3,251,240 | (25,737,640) | (22,481,450) | ||||||
Beginning Balance (in shares) at Dec. 31, 2020 | 4,950,129 | |||||||||
Increase (Decrease) in Stockholders' Equity [Roll Forward] | ||||||||||
Stock-based compensation expense | 182,225 | 182,225 | ||||||||
Net loss | (6,229,651) | (6,229,651) | ||||||||
Ending Balance at Mar. 31, 2021 | $ 4,950 | 3,433,465 | (31,967,291) | (28,528,876) | ||||||
Ending Balance (in shares) at Mar. 31, 2021 | 4,950,129 | |||||||||
Beginning Balance at Dec. 31, 2020 | $ 21,119,940 | $ 36,983,910 | 58,103,850 | $ 21,119,940 | $ 36,983,910 | 58,103,850 | ||||
Beginning Balance (in shares) at Dec. 31, 2020 | 2,495,933 | 3,619,292 | 2,495,933 | 3,619,292 | ||||||
Ending Balance at Mar. 31, 2021 | $ 21,119,940 | $ 36,983,910 | 58,103,850 | |||||||
Ending Balance (in shares) at Mar. 31, 2021 | 2,495,933 | 3,619,292 | ||||||||
Beginning Balance at Dec. 31, 2020 | $ 4,950 | 3,251,240 | (25,737,640) | $ (22,481,450) | ||||||
Beginning Balance (in shares) at Dec. 31, 2020 | 4,950,129 | |||||||||
Increase (Decrease) in Stockholders' Equity [Roll Forward] | ||||||||||
Issuance of common stock upon exercise of stock options (in shares) | 115,346 | |||||||||
Net loss | $ (22,751,389) | |||||||||
Ending Balance at Sep. 30, 2021 | $ 25,938 | 206,761,467 | $ (4,751) | (48,489,029) | 158,293,625 | |||||
Ending Balance (in shares) at Sep. 30, 2021 | 25,938,064 | |||||||||
Beginning Balance at Dec. 31, 2020 | $ 21,119,940 | $ 36,983,910 | 58,103,850 | $ 21,119,940 | $ 36,983,910 | 58,103,850 | ||||
Beginning Balance (in shares) at Dec. 31, 2020 | 2,495,933 | 3,619,292 | 2,495,933 | 3,619,292 | ||||||
Ending Balance (in shares) at Sep. 30, 2021 | 0 | 0 | ||||||||
Beginning Balance at Mar. 31, 2021 | $ 4,950 | 3,433,465 | (31,967,291) | (28,528,876) | ||||||
Beginning Balance (in shares) at Mar. 31, 2021 | 4,950,129 | |||||||||
Increase (Decrease) in Stockholders' Equity [Roll Forward] | ||||||||||
Issuance of common stock upon exercise of stock options | $ 18 | 52,609 | 52,627 | |||||||
Issuance of common stock upon exercise of stock options (in shares) | 17,499 | |||||||||
Issuance of common stock upon exercise of warrants | $ 308 | 926,817 | 927,125 | |||||||
Issuance of common stock upon exercise of warrants (in shares) | 308,308 | |||||||||
Stock-based compensation expense | 351,009 | 351,009 | ||||||||
Net loss | (7,987,665) | (7,987,665) | ||||||||
Ending Balance at Jun. 30, 2021 | $ 5,276 | 4,763,900 | (39,954,956) | (35,185,780) | ||||||
Ending Balance (in shares) at Jun. 30, 2021 | 5,275,936 | |||||||||
Beginning Balance at Mar. 31, 2021 | $ 21,119,940 | $ 36,983,910 | 58,103,850 | |||||||
Beginning Balance (in shares) at Mar. 31, 2021 | 2,495,933 | 3,619,292 | ||||||||
Increase (Decrease) in Temporary Equity [Roll Forward] | ||||||||||
Issuance of convertible preferred stock, net of issuance costs | $ 24,788,851 | 24,788,851 | ||||||||
Issuance of convertible preferred stock, net of issuance costs (in shares) | 2,412,853 | |||||||||
Ending Balance at Jun. 30, 2021 | $ 21,119,940 | $ 61,772,761 | 82,892,701 | |||||||
Ending Balance (in shares) at Jun. 30, 2021 | 2,495,933 | 6,032,145 | ||||||||
Increase (Decrease) in Stockholders' Equity [Roll Forward] | ||||||||||
Conversion of Preferred Stock into common stock | $ (21,119,940) | $ (61,772,761) | $ (82,892,701) | $ 11,939 | 82,880,762 | 82,892,701 | ||||
Conversion of Preferred Stock into common stock (in shares) | (2,495,933) | (6,032,145) | 11,939,281 | |||||||
Issuance of common stock upon exercise of stock options | $ 98 | 294,191 | 294,289 | |||||||
Issuance of common stock upon exercise of stock options (in shares) | 97,847 | |||||||||
Issuance of common stock upon initial public offering, net of issuance costs | $ 8,625 | 118,185,808 | 118,194,433 | |||||||
Issuance of common stock upon initial public offering, net of issuance costs (in shares) | 8,625,000 | |||||||||
Stock-based compensation expense | 636,806 | 636,806 | ||||||||
Net loss | (8,534,073) | (8,534,073) | ||||||||
Other comprehensive loss | (4,751) | (4,751) | ||||||||
Ending Balance at Sep. 30, 2021 | $ 25,938 | $ 206,761,467 | $ (4,751) | $ (48,489,029) | $ 158,293,625 | |||||
Ending Balance (in shares) at Sep. 30, 2021 | 25,938,064 | |||||||||
Ending Balance (in shares) at Sep. 30, 2021 | 0 | 0 |
CONDENSED CONSOLIDATED STATEM_3
CONDENSED CONSOLIDATED STATEMENTS OF CONVERTIBLE PREFERRED STOCK AND STOCKHOLDERS' EQUITY (DEFICIT) (Parenthetical) $ in Thousands | 3 Months Ended |
Sep. 30, 2021USD ($) | |
CONDENSED CONSOLIDATED STATEMENTS OF CONVERTIBLE PREFERRED STOCK AND STOCKHOLDERS' EQUITY (DEFICIT) | |
Issuance costs | $ 2,124,317 |
CONDENSED CONSOLIDATED STATEM_4
CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS - USD ($) | Dec. 31, 2019 | Jan. 31, 2020 | Sep. 30, 2021 | Mar. 31, 2021 | Sep. 30, 2020 | Mar. 31, 2020 | Sep. 30, 2021 | Sep. 30, 2020 | Dec. 31, 2019 |
Cash flows from operating activities: | |||||||||
Net loss | $ (8,534,073) | $ (6,229,651) | $ (4,399,079) | $ (3,200,720) | $ (22,751,389) | $ (11,203,961) | |||
Adjustment to reconcile to net loss to net cash used in operating activities: | |||||||||
Depreciation expense | 11,978 | 5,656 | 30,652 | 16,879 | |||||
Right-of-use asset amortization | 75,922 | 30,217 | |||||||
Stock based compensation expense | 1,170,040 | 870,162 | |||||||
Net amortization of premium (accretion of discount) on marketable securities | 8,548 | ||||||||
(Increase) decrease in: | |||||||||
Accounts receivable | 28,735 | (368,205) | |||||||
Prepaid expenses and other current assets | (3,122,547) | (139,791) | |||||||
Increase (decrease) in: | |||||||||
Accounts payable | 314,616 | 911,517 | |||||||
Accrued expenses | 2,689,860 | 745,690 | |||||||
Lease liability | (56,329) | (30,217) | |||||||
Net cash used in operating activities | (21,611,892) | (9,167,709) | |||||||
Cash flows from investing activities: | |||||||||
Purchase of property and equipment | (47,734) | (15,357) | |||||||
Purchases of marketable securities | (52,760,299) | ||||||||
Net cash used in investing activities | (52,808,033) | (15,357) | |||||||
Cash flows from financing activities: | |||||||||
Proceeds from initial public offering of common stock, net of commissions and underwriting | 120,318,750 | ||||||||
Payment of initial public offering costs | (2,124,317) | ||||||||
Proceeds from exercise of stock options | 346,915 | ||||||||
Proceeds from exercise of warrants | 927,125 | ||||||||
Net cash provided by financing activities | 144,257,324 | 998,306 | |||||||
Net increase (decrease) in cash and cash equivalents | 69,837,399 | (8,184,760) | |||||||
Cash and cash equivalents at beginning of period | $ 13,782,175 | $ 37,090,151 | $ 13,782,175 | 37,090,151 | 13,782,175 | ||||
Cash and cash equivalents at end of period | $ 13,782,175 | $ 106,927,550 | $ 5,597,415 | 106,927,550 | 5,597,415 | $ 13,782,175 | |||
Supplemental disclosures of noncash information: | |||||||||
Conversion of convertible Series A and B preferred stock into common stock | 82,892,701 | ||||||||
Reclassification of liability for Series A preferred stock | 3,509,802 | ||||||||
Series A Preferred Stock | |||||||||
Cash flows from financing activities: | |||||||||
Proceeds from the issuance of preferred stock, net of issuance costs | $ 4,004,975 | 1,021,413 | $ 998,306 | ||||||
Payment of initial public offering costs | $ (23,610) | $ (200,587) | |||||||
Series B Preferred Stock | |||||||||
Cash flows from financing activities: | |||||||||
Proceeds from the issuance of preferred stock, net of issuance costs | $ 24,788,851 |
Organization and Nature of Busi
Organization and Nature of Business | 9 Months Ended |
Sep. 30, 2021 | |
Organization and Nature of Business | |
Organization and Nature of Business | Note 1 – Organization and Nature of Business Immuneering Corporation, a Delaware corporation, (“Immuneering” or the “Company”) was incorporated in 2008. The Company is a biopharmaceutical company with an emerging pipeline focused on improving patient outcomes across a spectrum of debilitating oncologic and neurologic diseases by applying the Company’s deep knowledge of translational bioinformatics to every stage of the drug development process. The Company has more than a decade of experience in translational bioinformatics and generating insights into drug mechanisms of action and patient treatment responses. Building on this experience, the Company developed a disease agnostic platform that enables the Company to utilize human data, novel biology and chemistry, and translational planning to create and advance the Company’s wholly owned pipeline. On October 30, 2019, Immuneering formed a wholly owned subsidiary, Immuneering Securities Corporation (“ISC”), a Massachusetts securities corporation, for the sole purpose of buying, selling and holding securities on the Company’s behalf. Immuneering and ISC are collectively referred to as “the Company” throughout these condensed consolidated financial statements. Since inception, the Company has devoted substantially all of its efforts to business planning, service revenue generation, research and development, recruiting management and technical staff, and raising capital. The Company has financed its operations through service revenues, the issuance of convertible debt and the sale of convertible preferred stock and common stock. The Company is subject to a number of inherent risks associated with any biotechnology company that has substantial expenditures for research and development. These risks include, but are not limited to, the need to obtain adequate additional funding, possible failure of clinical trials or other events demonstrating lack of clinical safety or efficacy of its product candidates, dependence on key personnel, reliance on third-party service providers for manufacturing drug product and conducting clinical trials, the ability to successfully secure its proprietary technology, and risks related to the regulatory approval and commercialization of a product candidate. There can be no assurance that the Company’s research and development program will be successful. In addition, the Company operates in an environment of rapid technological change and is largely dependent on the services of its employees, advisors, and consultants. On August 3, 2021, the Company completed its initial public offering (“IPO”) pursuant to which it issued and sold 8,625,000 shares of its Class A common stock, inclusive of 1,125,000 shares of its Class A common stock sold pursuant to the full exercise of the underwriters’ option to purchase additional shares. The aggregate net proceeds received by the Company from the IPO were $120,318,750, after deducting underwriting discounts and commissions, but before deducting offering costs payable by the Company, which were $2,124,317. Upon the closing of the IPO, all 8,528,078 shares of the Company’s convertible preferred stock then outstanding automatically converted into 11,939,281 shares of Class A common stock. Upon the conversion of the convertible preferred stock, the Company reclassified the carrying value of the convertible preferred stock to common stock (at par value) and additional paid-in capital (see Note 8). To date, the Company has funded its operations through service revenues, and with proceeds from the sale of its capital stock and convertible notes and, most recently, with proceeds from the IPO. The Company has incurred recurring losses over the past several years and as of September 30, 2021, the Company had an accumulated deficit of $48,489,029. The Company expects to continue to generate operating losses for the foreseeable future. The future viability of the Company is dependent on its ability to raise additional capital to finance its operations. The Company’s inability to raise capital as and when needed could have a negative impact on its financial condition and ability to pursue its business strategies. There can be no assurances that additional funding will be available on terms acceptable to the Company, or at all. If the Company is unable to raise additional funds when needed, it may be required to delay, reduce the scope of, or eliminate development programs, which may adversely affect its business and operations. Management considers that there are no conditions or events, in the aggregate, that raise substantial doubt about the entity’s ability to continue as a going concern and estimates that its cash and cash equivalents will be sufficient to fund its operating expenses and capital expenditure requirements for at least 12 months from the issuance date of the interim condensed consolidated financial statements. The full extent to which coronavirus (“COVID-19”) pandemic will directly or indirectly impact the Company’s business, results of operations and financial condition, including expenses and research and development costs, will depend on future developments that are highly uncertain, including as a result of new information that may emerge concerning COVID-19 and its variants and the actions taken to contain or treat COVID-19 and its variants, as well as the economic impact on local, regional, national and international markets. The Company has considered potential impacts arising from the pandemic related to COVID-19 and its variants and is not presently aware of any events or circumstances that would require the Company to update its estimates, judgements or revise the carrying values of its assets or liabilities. |
Summary of Significant Accounti
Summary of Significant Accounting Policies | 9 Months Ended |
Sep. 30, 2021 | |
Summary of Significant Accounting Policies | |
Summary of Significant Accounting Policies | Note 2 - Summary of Significant Accounting Policies Basis of Presentation The condensed consolidated financial statements have been prepared in accordance with accounting standards set by the Financial Accounting Standards Board (“FASB”). The FASB sets generally accepted accounting principles (“GAAP”) to ensure the condensed consolidated financial statements are consistently reported. References to GAAP issued by the FASB in these footnotes are to the FASB Accounting Standards Codifications (“ASC”). The condensed consolidated financial statements include the accounts of the Company and its wholly owned subsidiary. All intercompany balances and transactions have been eliminated in consolidation. There have been no material changes to the accounting policies of the Company as those set forth in Note 2 to the audited consolidated financial statements contained in the final prospectus, dated July 29, 2021, filed with the SEC on July 30, 2021 pursuant to Rule 424(b) relating to our Registration Statement on Form S-1 (File No. 333-257791) (the “Prospectus”). Unaudited Interim Financial Information The unaudited interim condensed consolidated financial statements of the Company have been prepared, without audit, in accordance with GAAP and in accordance with the rules and regulations of the Securities and Exchange Commission (“SEC”) regarding interim financial reporting. Certain information and footnote disclosures normally included in the annual financial statements prepared in accordance with GAAP have been omitted from the unaudited interim condensed consolidated financial statements, as is permitted by such rules and regulations. While we believe that the disclosures presented are adequate in order to make the information not misleading, these unaudited interim condensed consolidated financial statements should be read in conjunction with the Company’s audited consolidated financial statements and notes for the year ended December 31, 2020. It is management’s opinion that these financial statements include all normal and recurring adjustments necessary for a fair presentation of the Company’s financial position, operating results and cash flows. Revenues and net loss for any interim period are not necessarily indicative of future or annual results. Stock Split On July 23, 2021, the Company approved a one -for-1.4 stock split which was consummated in connection with the Company’s IPO. All information in the accompanying financial statements and notes thereto regarding share amounts of common stock, price per share of common stock and the conversion factor for Series A and Series B Preferred Stock into common stock have been adjusted to reflect the application of the stock split on a retroactive basis. Use of Estimates The preparation of financial statements in conformity with GAAP requires management to make estimates and assumptions that affect the reported amounts of assets, liabilities, revenues and expenses during the reporting periods. These estimates and assumptions are based on current facts, historical experience and various other factors believe to be reasonable under the circumstances, the results of which form the basis for making judgements about the carrying values of assets liabilities and the recording of expenses that are not readily apparent from other sources. Significant estimates reflected in these condensed consolidated financial statements included but are not limited to, the research and development expenses, determination of fair value of stock-based awards, the valuation of common stock, and the right-to-use assets and operating lease liability. Actual results may differ materially and adversely from these estimates. 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. The Company is an “emerging growth company” as defined in the Jumpstart Our Business Startups Act of 2012, as amended (“Jobs Act”). The Jobs Act provides that an emerging growth company can take advantage of an extended transition period for complying with new or revised accounting standards. Thus, an emerging growth company can delay the adoption of certain accounting standards until those standards would otherwise apply to private companies. The Company elected to avail itself of this extended transition period and, as a result, we will not be required to adopt new or revised accounting standards on the relevant dates on which adoption of such standards is required for other public companies. In 2016, the FASB issued ASU 2016-13, Financial Instruments – Credit Losses (Topic 326): Measurement of Credit Losses on Financial Statements. The new standard, as amended, requires that expected credit losses relating to financial assets measured on an amortized cost basis and available-for-sale debt securities be recorded through an allowance for credit losses. It also limits the amount of credit losses to be recognized for available-for-sale debt securities to the amount by which carrying value exceeds fair value and also requires the reversal of previously recognized credit losses if fair value increases. The targeted transition relief standard allows filers an option to irrevocably elect the fair value option of ASC 825-10, Financial Instruments-Overall, applied on an instrument-by-instrument basis for eligible instruments. ASU No. 2016-13, Financial Instruments - Credit Losses (Topic 326) will become effective for the Company on January 1, 2023. The Company is currently assessing the impact of the adoption of this guidance on its condensed consolidated financial statements. In December 2019, the FASB issued ASU No. 2019-12, Income Taxes (Topic 740): Simplifying the Accounting for Income Taxes, which simplifies the accounting for income taxes by removing certain exceptions to the general principles in the existing guidance for income taxes and making other minor improvements. The amendments are effective for annual reporting periods beginning after December 15, 2020 with early adoption permitted. The Company is currently assessing the impact of the adoption of this guidance on its condensed consolidated financial statements. |
Marketable Securities
Marketable Securities | 9 Months Ended |
Sep. 30, 2021 | |
Marketable Securities | |
Marketable Securities | Note 3 – Marketable Securities Our marketable securities are classified as available-for-sale pursuant to ASC 320, Investments – Debt and Equity Securities Marketable securities as of September 30, 2021 consisted of the following: September 30, 2021 Amortized Cost Unrealized Gains Unrealized Losses Fair Value Assets: Current: U.S. Treasuries $ 14,921,282 $ - $ (1,699) $ 14,919,583 Government securities 14,643,440 310 (668) 14,643,082 Commercial Paper 12,986,965 796 (6) 12,987,755 Total Current 42,551,687 1,106 (2,373) 42,550,420 Non-current: U.S. Treasuries 5,500,729 - (2,021) 5,498,708 Government securities 4,601,399 - (1,491) 4,599,908 Total Non-current 10,102,128 - (3,512) 10,098,616 Total marketable securities $ 52,653,815 $ 1,106 $ (5,885) $ 52,649,036 There were no marketable securities as of December 31, 2020. |
Fair Value Measurements
Fair Value Measurements | 9 Months Ended |
Sep. 30, 2021 | |
Fair Value Measurements | |
Fair Value Measurements | Note 4 – Fair Value Measurements We record cash equivalents and marketable securities at fair value. ASC 820, Fair Value Measurements and Disclosures, establishes a fair value hierarchy for those instruments measured at fair value that distinguishes between assumptions based on market data (observable inputs) and our own assumptions (unobservable inputs). The hierarchy consists of three levels: Level 1 Level 2 Level 3 The following table summarizes our cash equivalents and marketable securities measured at fair value on a recurring basis as of September 30, 2021: Level 1 Level 2 Level 3 Total Assets: Cash equivalents Money market $ 29,343,849 $ - $ - $ 29,343,849 Commercial paper - 13,497,775 - 13,497,775 Total cash equivalents 29,343,849 13,497,775 - 42,841,624 Marketable securities: U.S. Treasuries $ 20,418,290 $ - $ - $ 20,418,290 Government securities - 19,242,991 - 19,242,991 Commercial paper - 12,987,755 - 12,987,755 Total marketable securities 20,418,290 32,230,746 - 52,649,036 Total cash equivalents and marketable securities $ 49,762,139 $ 45,728,521 $ - $ 95,490,660 Cash equivalents and marketable securities have been initially valued at the transaction price and subsequently, at the end of each reporting period, valued utilizing third-party pricing services or other observable market data. The pricing services utilize industry standard valuation models, including both income and market-based approaches, and observable market inputs to determine value. After completing our validation procedures, we did not adjust or override any fair value measurements provided by the pricing services as of September 30, 2021. There have been no changes to the valuation methods during the nine months ended September 30, 2021. We have no financial assets or liabilities that were classified as Level 3 at any point during the nine months ended September 30, 2021. There were no marketable securities as of December 31, 2020. |
Property and Equipment, net
Property and Equipment, net | 9 Months Ended |
Sep. 30, 2021 | |
Property and Equipment, net | |
Property and Equipment, net | Note 5 – Property and Equipment, net Property and equipment, net consisted of the following: September 30, December 31, 2021 2020 Computer equipment $ 222,051 $ 174,317 Furniture and fixtures 18,798 18,798 Total 240,849 193,115 Accumulated depreciation (159,404) (128,752) Property and equipment, net $ 81,445 $ 64,363 Depreciation expense totaled $11,978 and $5,656 for the three months ended September 30, 2021 and 2020, respectively. Depreciation expense totaled $30,652 and $16,879 for the nine months ended September 30, 2021 and 2020, respectively. |
Accrued Expenses
Accrued Expenses | 9 Months Ended |
Sep. 30, 2021 | |
Accrued Expenses | |
Accrued Expenses | Note 6 – Accrued Expenses Accrued expenses consisted of the following: September 30, December 31, 2021 2020 Accrued professional services $ 894,212 $ 269,302 Accrued employee expenses 2,145,969 163,668 Accrued contract research expenses 337,608 266,022 Accrued other 11,064 — Total $ 3,388,853 $ 698,992 |
Convertible Preferred Stock
Convertible Preferred Stock | 9 Months Ended |
Sep. 30, 2021 | |
Convertible Preferred Stock | |
Convertible Preferred Stock | Note 7 – Convertible Preferred Stock Series A Preferred Stock In September 2019, the Company authorized the sale and issuance of up to 1,987,979 shares of Series A Preferred Stock, $0.001 par value per share, at an original issuance price of $8.5514 per share. In January 2020, the number of shares authorized for the Series A Preferred Stock was increased to 2,495,933 shares. The Series A Preferred Stock financing was structured to be issued in rolling closes during 2019 and 2020. On September 20, 2019, the Company issued an additional 1,122,458 shares of Series A Preferred Stock for gross cash proceeds of $9,598,847 and issued 785,706 shares of Series A Preferred Stock in conjunction with the conversion of the outstanding amount of the Convertible Notes. In 2019, the Company incurred issuance costs of $200,587 in connection with this offering. The Company received funds for issuance of an additional 468,315 shares of Series A Preferred Stock for gross cash proceeds of $4,004,975 through December 31, 2019. Of these shares, 410,436 shares of Series A Preferred Stock for gross cash proceeds of $3,509,802 exceeded the authorized amount allowed by the articles of incorporation, resulting in a liability of $3,509,802 and a total of 1,966,043 shares of Series A Preferred Stock outstanding at December 31, 2019. In January 2020, the shares that were previously classified as a liability as of December 31, 2019 were reclassified to temporary equity upon the approved increase to authorized shares of Series A Preferred Stock. In January 2020, the Company issued 119,454 additional shares of Series A Preferred Stock for gross cash proceeds of $1,021,413. The Company incurred issuance costs of $23,610 in connection with the financing in January 2020. Series B Preferred Stock In December 2020, the Company authorized the sale and issuance of up to 6,032,183 shares of Series B Preferred Stock, $0.001 par value per share, at an original issuance price of $10.2782 per share. The Series B Preferred Stock financing was structured to close in two tranches. The first tranche closed in December 2020 and the Company issued 3,619,292 shares of Series B Preferred Stock for gross cash proceeds of $37,199,929. The Company incurred issuance costs of $216,019 in connection with the financing in December 2020. The Company determined the right of the investors to purchase 2,412,853 shares of Series B Preferred Stock in the second tranche does not meet the definition of a freestanding financial instrument as it is not separable from the Series B Preferred Stock issued in the first tranche. The issuance of the second tranche is subject to the Company meeting certain development milestones or at the election of the holders of at least a majority of the then outstanding shares of Series B Preferred Stock which must include one specific shareholder (the “Requisite Holders”). Each holder of Series B Preferred Stock may elect to purchase their requisite shares of the second tranche at any time. As of March 31, 2021, the Company had not met these development milestones nor did the Requisite Holders elect to purchase the second tranche prior to meeting these milestones and therefore no shares of the second tranche were issued. In April and May 2021, all 2,412,853 shares of the second tranche of Series B Preferred Stock were issued based on the voluntary election of substantially all of the holders of Series B Preferred Stock. The Company received gross proceeds of $24,799,786. The Company incurred issuance costs of $10,935 in connection with the second tranche of Series B Preferred Stock. The rights and preferences of the Series A Preferred Stock and Series B Preferred Stock (“Preferred Stock”) are as described below: Conversion Each share of Preferred Stock may be converted at any time, at the option of the holder, into shares of Class A common stock, subject to the applicable conversion rate as determined by dividing the original issue price by the conversion price. The conversion price for the Series A Preferred Stock and Series B Preferred Stock (as may be adjusted for certain customary dilutive events) is $6.1081 and $7.3416, respectively. The Preferred Stock automatically convert into shares of Class A common stock at the then effective conversion rate upon the closing of a public offering of the Company’s securities with gross proceeds to the Company of at least $75,000,000 and a share price of at least $7.3416 or at the election of the holders of the Requisite Holders. Holders of Series B Preferred Stock that would beneficially own at least 9.9% of any then outstanding class of equity securities may elect to receive a portion of their converted Series B Preferred Stock as Class B common stock upon conversion. Upon the closing of the IPO on August 3, 2021, all 8,528,078 shares of the Company’s convertible preferred stock then outstanding automatically converted into 11,939,281 shares of Class A common stock. Dividends Preferred Stockholders are entitled to receive per annum dividends of 7% of the original issue price share, payable only when, as and if declared by the Board of Directors. The right to receive these dividends is not cumulative, and therefore, if not declared in any year, the right to receive such dividends shall terminate and not carry forward into the next year. As of September 30, 2021 and December 31, 2020, no dividends had been declared. Voting Rights Preferred Stock and common stock vote together as one class on an as converted basis. Common stock voting rights on certain matters are subject to the powers, preferences, and rights of the Preferred Stock. Preferred Stockholders are entitled to vote on all matters and shall have the number of votes equal to the number of shares of common stock into which the shares of Preferred Stock held by such holder are then convertible. As long as 2,132,029 shares of Preferred Stock are outstanding, certain actions such as mergers, acquisition, liquidation, dissolution, wind up of business, and deemed liquidation events, must be approved by the holders of at least a majority of the then-outstanding shares of Preferred Stock. Liquidation Preference Upon liquidation, dissolution, or winding up of business, holders of Preferred Stock are entitled to receive a liquidation preference in priority to holders of common stock at the original respective Preferred Stock issue price for such series. If assets available for distribution are insufficient to satisfy the liquidation payment to holders of Preferred Stock in full, assets available for distribution will be allocated among holders of Preferred Stock on a pari passu basis at an amount per share equal to the greater of the respective original Preferred Stock issue price for such series plus any declared but unpaid dividends or such amount had all shares been converted to common stock. When holders of Preferred Stock are satisfied in full, any excess assets available for distribution will be allocated ratably among common stock holders based on their pro rata shareholdings. Upon a deemed liquidation event, as defined in the articles of incorporation, holders have the option to redeem their shares at the liquidation payment amounts summarized above. Redemption Other than described above, the shares of Preferred Stock are not redeemable. |
Common Stock
Common Stock | 9 Months Ended |
Sep. 30, 2021 | |
Common Stock. | |
Common Stock | Note 8 - Common Stock The Company had 200,000,000 authorized shares of Class A common stock, $0.001 par value per share as of September 30, 2021 and 22,026,200 authorized shares of Class A common stock, $0.001 par value per share as of December 31, 2020, respectively, of which 25,938,064 and 4,950,129 were issued outstanding As of September 30, 2021 and December 31, 2020, the following number of shares of Class A common stock have been reserved: September 30, December 31, 2021 2020 Conversion of Series A Preferred — 3,494,284 Conversion of Series B Preferred — 5,066,995 Exercise of common stock warrants — 308,308 Exercise of common stock options 2,763,245 1,801,263 2,763,245 10,670,850 The Company had 20,000,000 authorized shares of Class B common stock, $0.001 par value per share as of September 30, 2021 and 6,032,183 authorized shares of Class B common stock, $0.001 par value per share as of December 31, 2020, of which no shares have been issued nor are outstanding. The holders of Class B common stock have no voting rights. Dividends may be paid when, and if, declared by the Board of Directors, subject to the limitations, powers and preferences granted to the preferred stockholders and on a proportionate basis with holders of Class A common stock. Common Stock Warrants During 2019, the Company issued warrants to purchase an aggregate of 308,308 shares of Class A common stock at an exercise price of $3.01 per share to several advisors, including 200,984 shares to entities related to members of the Board of Directors of the Company, in lieu of cash payments. These warrants vested immediately upon issuance, became exercisable on January 9, 2021 and have a 10-year Initial Public Offering On August 3, 2021, the Company completed its initial public offering pursuant to which it issued and sold 8,625,000 shares of its Class A common stock, inclusive of 1,125,000 shares of its Class A common stock sold pursuant to the full exercise of the underwriters’ option to purchase additional shares. The aggregate net proceeds received by the Company from the IPO were $120,318,750, after deducting underwriting discounts and commissions, but before deducting offering costs payable by the Company, which were $2,124,317. Upon the closing of the IPO, all 8,528,078 shares of the Company’s convertible preferred stock then outstanding automatically converted into 11,939,281 shares of Class A common stock. Upon the conversion of the convertible preferred stock, the Company reclassified the carrying value of the convertible preferred stock to common stock (at par value) and additional paid-in capital. On August 3, 2021 in connection with the closing of the IPO, the Company filed a restated certificate of incorporation, which amended and restated the Company’s certificate of incorporation to, among other things: (i) increase the number of authorized shares of common stock to 200,000,000 shares of Class A common stock, 20,000,000 shares of Class B common stock, par value $0.001 per share, and (ii) authorize 10,000,000 shares of Preferred Stock; and (iii) authorize the Board to establish the rights, preferences and restrictions on any unissued series of Preferred Stock. |
Net Loss Per Share Attributable
Net Loss Per Share Attributable to Common Stockholders | 9 Months Ended |
Sep. 30, 2021 | |
Net Loss Per Share Attributable to Common Stockholders | |
Net Loss Per Share Attributable to Common Stockholders | Note 9 - Net Loss Per Share Attributable to Common Stockholders Net loss per share of common stock is computed using the two-class method required for multiple classes of common stock and participating securities based upon their respective rights to receive dividends as if all income for the period has been distributed. The rights, including the liquidation and dividend rights and sharing of losses, of the Class A and Class B common stock are identical, other than voting rights. As the liquidation and dividend rights and sharing of losses are identical, the undistributed earnings are allocated on a proportionate basis and the resulting net loss per share attributed to common stockholders is therefore the same for Class A and Class B common stock on an individual or combined basis. The Company’s participating securities include the Company’s Preferred Stock, as the holders are entitled to receive noncumulative dividends in the event that a dividend is paid on common stock. The holders of Preferred Stock do not have a contractual obligation to share in losses of the Company, and therefore during periods of loss there is no allocation required under the two-class method. Basic net loss per share attributable to common stockholders is calculated by dividing the net loss attributable to common stockholders by the weighted-average number of shares of common stock outstanding during the period, adjusted for outstanding shares that are subject to repurchase. Diluted net loss per share is computed by giving effect to all potentially dilutive securities outstanding for the period using the treasury stock method or the if-converted method based on the nature of such securities. The Company has reported net losses for all periods presented, therefore diluted net loss per common share attributable to common stockholders is the same as basic net loss per common share attributable to common stockholders, because potentially dilutive common shares are not assumed to have been issued if their effect is anti-dilutive. Basic and diluted net loss per share attributable to common stockholders was calculated at September 30, 2021 and 2020 as follows: Three Months Ended September 30, Nine Months Ended September 30, 2021 2020 2021 2020 Numerator: Net loss $ (8,534,073) $ (4,399,079) $ (22,751,389) $ (11,203,961) Denominator - basic and diluted: Weighted-average common shares outstanding, basic and diluted 18,286,352 4,950,129 9,445,862 4,950,129 Net loss per share - basic and diluted $ (0.47) $ (0.89) $ (2.41) $ (2.26) The following table sets forth the potentially dilutive securities that have been excluded from the calculation of diluted net loss per share because to include them would be anti-dilutive (in common stock equivalent shares) at September 30, 2021 and 2020: 2021 2020 Series A Preferred — 3,494,306 Series B Preferred — — Warrants to purchase common stock — 308,308 Options to purchase common stock 2,763,245 2,154,238 Total shares of common stock equivalents 2,763,245 5,956,852 |
Stock-Based Compensation
Stock-Based Compensation | 9 Months Ended |
Sep. 30, 2021 | |
Stock-Based Compensation | |
Stock-Based Compensation | Note 10 – Stock-Based Compensation During 2015, the Company established the Long Term Incentive Plan (“Incentive Plan”), under which incentive stock options, nonqualified stock options, restricted stock or other awards may be awarded to employees, directors or consultants of the Company. The options typically vest over a four-year period. As of September 30, 2021, the maximum number of shares available for issuance under the Incentive Plan was 2,825,173 shares. As of September 30, 2021, the number of shares available for future grants under the Incentive Plan was 137,950 shares. However, from and after the effectiveness of the Company’s 2021 Incentive Award Plan, no additional awards will be granted under the Incentive Plan. On July 23, 2021, the Company’s board of directors adopted, and on July 23, 2021 its stockholders approved, the 2021 Incentive Award Plan (the “2021 Plan”), which became effective on July 29, 2021. The 2021 Plan provides for the grant of incentive stock options, stock appreciation rights, restricted stock awards, restricted stock units, and other stock-based awards. The number of shares reserved for issuance under the 2021 Plan is initially equal to 2,590,000 plus an annual increase on the first day of each calendar year, beginning on January 1, 2022 and ending on and including January 1, 2031, equal to the lesser of (i) 4% of the aggregate number of shares of Class A common stock outstanding on the final day of the immediately preceding calendar year and (ii) such smaller number of shares of Class A common stock as determined by the Board of Directors. No more than 15,350,000 shares of Class A common stock may be issued under the 2021 Plan upon the exercise of incentive stock options. Shares issued under the 2021 Plan may be authorized but unissued shares, shares purchased on the open market or treasury shares. If an award under the 2021 Plan expires, lapses or is terminated, exchanged for or settled in cash, surrendered, repurchased, cancelled without having been fully exercised/settled or forfeited, any unused shares subject to the award will, as applicable, become or again be available for new grants under the 2021 Plan. In addition, shares subject to stock options issued under the Incentive Plan may become available for issuance under the 2021 Plan to the extent such stock options are canceled, forfeited, exchanged, settled in cash or otherwise terminated. As of September 30, 2021, there were 2,397,232 shares available for future issuance under the 2021 Plan. On July 23, 2021, the Company’s board of directors adopted, and on July 23, 2021 its stockholders approved, the 2021 Employee Stock Purchase Plan (the “2021 ESPP”), which became effective on July 29, 2021. A total of 250,000 shares of Class A common stock were initially reserved for issuance under this plan. The number of shares of Class A common stock that may be issued under the 2021 ESPP will automatically increase on the first day of each calendar year, beginning on January 1, 2022 and ending on and including January 1, 2031, equal to the lesser of (i) 1% of the shares of Class A common stock outstanding on the final day of the immediately preceding calendar year and (ii) such smaller number of shares of Class A common stock as determined by the board of directors, provided that not more than 3,340,000 shares of Class A common stock may be issued under the 2021 ESPP. As of September 30, 2021, no shares had been issued under the 2021 ESPP. During the three and nine months ended September 30, 2021, the Company recognized stock-based compensation expense of $636,806 and $1,170,040 , respectively. During the three and nine months ended September 30, 2020, the Company recognized stock-based compensation expense of $310,465 and $870,162 , respectively. As of September 30, 2021, compensation expense remaining to be recognized for outstanding stock options was $7,990,487 and to be recognized over a weighted-average period of 3.07 years. The fair value of options granted is calculated on the grant date using the Black-Scholes option valuation model. The Company historically has been a private company and lacks company-specific historical and implied volatility information. Therefore, it estimates its expected stock volatility based on the historical volatility of a publicly traded set of peer public companies and expects to continue to do so until such time as it has adequate historical data regarding the volatility of its own traded stock price. For the nine months ended September 30, 2021, the Company granted 1,353,662 shares of stock options at a weighted-average grant date fair value of $9.56 . For the nine months ended September 30, 2020, the Company granted 336,626 shares at a weighted-average grant date fair value of $3.02 . The Company used the following assumptions in its application of the Black-Scholes option pricing model for grants during the nine months ended September 30, 2021 and 2020: Nine Months Ended September 30, 2021 2020 Weighted-average risk-free interest rate 0.885%-1.71% 0.36% - 1.21% Expected term (in years) 5.83 - 10 years 5.92 - 10 years Expected dividend yield 0% 0% Expected volatility 68.92% - 80.99% 67.30% - 77.08% The following table summarizes the stock option activity during the nine months ended September 30, 2021 under the Plan: Weighted Weighted- Average Average Remaining Number of Exercise Price Contractual Aggregate Options per Share Term (in Years) Intrinsic Value Outstanding at of December 31, 2020 1,801,263 $ 3.01 8.37 Granted 1,353,662 9.56 Exercised (115,346) 3.04 Cancelled (276,334) 3.58 Outstanding at September 30, 2021 2,763,245 $ 6.17 8.44 $ 56,335,287 Vested and exercisable at September 30, 2021 1,033,085 $ 3.01 7.29 $ 24,320,512 Vested and expected to vest at September 30, 2021 2,763,245 $ 3.01 8.44 $ 56,335,287 For the three and nine months ended September 30, 2021 and 2020, the Company recognized share-based compensation expense recognized on the accompanying condensed consolidated statements of operations as follows: Three Months Ended September 30, Nine Months Ended September 30, 2021 2020 2021 2020 Cost of revenue $ 38,507 $ 27,982 $ 83,389 $ 80,539 Research and development 305,739 130,317 571,359 375,092 General and administrative 292,560 152,166 515,292 414,531 Total $ 636,806 $ 310,465 $ 1,170,040 $ 870,162 |
Commitments and Contingencies
Commitments and Contingencies | 9 Months Ended |
Sep. 30, 2021 | |
Commitments and Contingencies. | |
Commitments and Contingencies | Note 11 – Commitments and Contingencies Operating Leases The Company leases office space in Cambridge, Massachusetts, New York, New York and as of July 2021, San Francisco, California, pursuant to short-term arrangements. The Cambridge and San Francisco leases are on a month-to-month basis, requiring one month’s notice before termination. The New York lease is renewable on a quarterly basis and the last renewal was on August 3, 2021 which extended the lease term until December 31, 2021. These lease agreements include payments for lease and non-lease components and the Company has elected to not separate such components and these payments were recognized as rent expense. As of September 30, 2021, total future minimum lease payments for its short-term leases in Cambridge, Massachusetts, New York, New York and San Francisco, California was $23,620 due in 2021 and $11,040 due in 2022. The Company leases storage space for its electronic data equipment in Somerville, Massachusetts. This lease is renewable on an annual basis effective every March 1st. Prior to September 30, 2021, the Company renewed the lease through March 31, 2022. As of September 30, 2021, total future minimum lease payments for this lease were $5,354 due in 2021 and $3,569 due in 2022. In July 2019, the Company entered into an office lease in San Diego, California (“2019 San Diego Lease”) with a lease term of 24 months with no escalations and variable costs based on additional number of employees using the facility. This lease was cancelable upon a 30-day lease liability In October 2020, the Company entered into an office lease in San Diego, California (“2020 San Diego Lease”) with a lease term of 67 months. At the lease commencement date, a right-to-use asset and lease liability Maturities of the lease liabilities due under the Company’s 2020 San Diego Lease as of September 30, 2021 are as follows: Amount Remainder of 2021 $ 28,367 2022 115,430 2023 125,741 2024 161,498 2025 167,150 2026 57,333 Total future lease payments 655,519 Less: Imputed interest (90,759) Total lease liabilities $ 564,760 Current portion lease liability $ 82,795 Lease liability, noncurrent 481,965 Total lease liability $ 564,760 Quantitative information regarding the Company’s leases for the nine months ended September 30, 2021 and 2020 is as follows: September 30, September 30, 2021 2020 Lease costs: Operating lease cost $ 102,753 $ 32,400 Short-term lease cost 188,074 200,432 Variable lease cost — 14,700 Total lease costs $ 290,827 $ 247,532 Cash paid for amounts included in the measurement of lease liabilities: Operating cash flows from operating leases $ 83,160 $ 32,400 Operating cash flows from short-term leases 188,074 200,432 $ 271,234 $ 232,832 Weighted-average remaining lease term - operating leases 4.58 years 5.58 years Weighted-average discount rate - operating leases 6.0% 6.0% As the Company’s leases typically do not provide an implicit rate, the Company uses an estimate of its incremental borrowing rate based on the information available at the lease commencement date in determining the present value of lease payments. Litigation From time to time, the Company may have certain contingent liabilities that arise in the ordinary course of its business activities and may be exposed to litigation in connection with its products and operations. The Company’s policy is to assess the likelihood of any adverse judgments or outcomes related to legal matters, as well as ranges of probable losses. When it is probable that future expenditures will be made and can be reasonably estimated the Company will accrue a liability for such matters. Significant judgement is required to determine both probability and estimated amount. The Company is not aware of any material legal matters. Clinical Research Contracts The Company may enter into contracts in the normal course of business with clinical research organizations for clinical trials, with contract manufacturing organizations for clinical supplies, and with other vendors for preclinical studies, supplies and other services for our operating purposes. These contracts generally provide for termination with a 30-day notice. |
Related Party Transactions
Related Party Transactions | 9 Months Ended |
Sep. 30, 2021 | |
Related Party Transactions | |
Related Party Transactions | Note 12 – Related Party Transactions An officer of the Company is a board member of a contract research organization (“CRO”) that provides contract services to the Company. Research and development expenses in the accompanying condensed consolidated statement of operations include the cost of services provided by the CRO to the Company which amounted to $3,274,393 and $1,950,415 for the nine months ended September 30, 2021 and 2020, respectively. As of September 30, 2021 and December 31, 2020, $458,660 and $279,153, respectively, was owed to the CRO and is included in accounts payable or accrued contract research expenses in the accompanying condensed consolidated balance sheets. |
Summary of Significant Accoun_2
Summary of Significant Accounting Policies (Policies) | 9 Months Ended |
Sep. 30, 2021 | |
Summary of Significant Accounting Policies | |
Basis of Presentation | Basis of Presentation The condensed consolidated financial statements have been prepared in accordance with accounting standards set by the Financial Accounting Standards Board (“FASB”). The FASB sets generally accepted accounting principles (“GAAP”) to ensure the condensed consolidated financial statements are consistently reported. References to GAAP issued by the FASB in these footnotes are to the FASB Accounting Standards Codifications (“ASC”). The condensed consolidated financial statements include the accounts of the Company and its wholly owned subsidiary. All intercompany balances and transactions have been eliminated in consolidation. There have been no material changes to the accounting policies of the Company as those set forth in Note 2 to the audited consolidated financial statements contained in the final prospectus, dated July 29, 2021, filed with the SEC on July 30, 2021 pursuant to Rule 424(b) relating to our Registration Statement on Form S-1 (File No. 333-257791) (the “Prospectus”). |
Unaudited Interim Financial Information | Unaudited Interim Financial Information The unaudited interim condensed consolidated financial statements of the Company have been prepared, without audit, in accordance with GAAP and in accordance with the rules and regulations of the Securities and Exchange Commission (“SEC”) regarding interim financial reporting. Certain information and footnote disclosures normally included in the annual financial statements prepared in accordance with GAAP have been omitted from the unaudited interim condensed consolidated financial statements, as is permitted by such rules and regulations. While we believe that the disclosures presented are adequate in order to make the information not misleading, these unaudited interim condensed consolidated financial statements should be read in conjunction with the Company’s audited consolidated financial statements and notes for the year ended December 31, 2020. It is management’s opinion that these financial statements include all normal and recurring adjustments necessary for a fair presentation of the Company’s financial position, operating results and cash flows. Revenues and net loss for any interim period are not necessarily indicative of future or annual results. |
Stock Split | Stock Split On July 23, 2021, the Company approved a one -for-1.4 stock split which was consummated in connection with the Company’s IPO. All information in the accompanying financial statements and notes thereto regarding share amounts of common stock, price per share of common stock and the conversion factor for Series A and Series B Preferred Stock into common stock have been adjusted to reflect the application of the stock split on a retroactive basis. |
Use of Estimates | Use of Estimates The preparation of financial statements in conformity with GAAP requires management to make estimates and assumptions that affect the reported amounts of assets, liabilities, revenues and expenses during the reporting periods. These estimates and assumptions are based on current facts, historical experience and various other factors believe to be reasonable under the circumstances, the results of which form the basis for making judgements about the carrying values of assets liabilities and the recording of expenses that are not readily apparent from other sources. Significant estimates reflected in these condensed consolidated financial statements included but are not limited to, the research and development expenses, determination of fair value of stock-based awards, the valuation of common stock, and the right-to-use assets and operating lease liability. Actual results may differ materially and adversely from these estimates. |
Recently 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. The Company is an “emerging growth company” as defined in the Jumpstart Our Business Startups Act of 2012, as amended (“Jobs Act”). The Jobs Act provides that an emerging growth company can take advantage of an extended transition period for complying with new or revised accounting standards. Thus, an emerging growth company can delay the adoption of certain accounting standards until those standards would otherwise apply to private companies. The Company elected to avail itself of this extended transition period and, as a result, we will not be required to adopt new or revised accounting standards on the relevant dates on which adoption of such standards is required for other public companies. In 2016, the FASB issued ASU 2016-13, Financial Instruments – Credit Losses (Topic 326): Measurement of Credit Losses on Financial Statements. The new standard, as amended, requires that expected credit losses relating to financial assets measured on an amortized cost basis and available-for-sale debt securities be recorded through an allowance for credit losses. It also limits the amount of credit losses to be recognized for available-for-sale debt securities to the amount by which carrying value exceeds fair value and also requires the reversal of previously recognized credit losses if fair value increases. The targeted transition relief standard allows filers an option to irrevocably elect the fair value option of ASC 825-10, Financial Instruments-Overall, applied on an instrument-by-instrument basis for eligible instruments. ASU No. 2016-13, Financial Instruments - Credit Losses (Topic 326) will become effective for the Company on January 1, 2023. The Company is currently assessing the impact of the adoption of this guidance on its condensed consolidated financial statements. In December 2019, the FASB issued ASU No. 2019-12, Income Taxes (Topic 740): Simplifying the Accounting for Income Taxes, which simplifies the accounting for income taxes by removing certain exceptions to the general principles in the existing guidance for income taxes and making other minor improvements. The amendments are effective for annual reporting periods beginning after December 15, 2020 with early adoption permitted. The Company is currently assessing the impact of the adoption of this guidance on its condensed consolidated financial statements. |
Marketable Securities (Tables)
Marketable Securities (Tables) | 9 Months Ended |
Sep. 30, 2021 | |
Marketable Securities | |
Schedule of marketable securities | September 30, 2021 Amortized Cost Unrealized Gains Unrealized Losses Fair Value Assets: Current: U.S. Treasuries $ 14,921,282 $ - $ (1,699) $ 14,919,583 Government securities 14,643,440 310 (668) 14,643,082 Commercial Paper 12,986,965 796 (6) 12,987,755 Total Current 42,551,687 1,106 (2,373) 42,550,420 Non-current: U.S. Treasuries 5,500,729 - (2,021) 5,498,708 Government securities 4,601,399 - (1,491) 4,599,908 Total Non-current 10,102,128 - (3,512) 10,098,616 Total marketable securities $ 52,653,815 $ 1,106 $ (5,885) $ 52,649,036 |
Fair Value Measurements (Tables
Fair Value Measurements (Tables) | 9 Months Ended |
Sep. 30, 2021 | |
Fair Value Measurements | |
Schedule of cash equivalents and marketable securities | Level 1 Level 2 Level 3 Total Assets: Cash equivalents Money market $ 29,343,849 $ - $ - $ 29,343,849 Commercial paper - 13,497,775 - 13,497,775 Total cash equivalents 29,343,849 13,497,775 - 42,841,624 Marketable securities: U.S. Treasuries $ 20,418,290 $ - $ - $ 20,418,290 Government securities - 19,242,991 - 19,242,991 Commercial paper - 12,987,755 - 12,987,755 Total marketable securities 20,418,290 32,230,746 - 52,649,036 Total cash equivalents and marketable securities $ 49,762,139 $ 45,728,521 $ - $ 95,490,660 |
Property and Equipment, net (Ta
Property and Equipment, net (Tables) | 9 Months Ended |
Sep. 30, 2021 | |
Property and Equipment, net | |
Schedule of property and equipment, net | September 30, December 31, 2021 2020 Computer equipment $ 222,051 $ 174,317 Furniture and fixtures 18,798 18,798 Total 240,849 193,115 Accumulated depreciation (159,404) (128,752) Property and equipment, net $ 81,445 $ 64,363 |
Accrued Expenses (Tables)
Accrued Expenses (Tables) | 9 Months Ended |
Sep. 30, 2021 | |
Accrued Expenses | |
Schedule of accrued expenses | September 30, December 31, 2021 2020 Accrued professional services $ 894,212 $ 269,302 Accrued employee expenses 2,145,969 163,668 Accrued contract research expenses 337,608 266,022 Accrued other 11,064 — Total $ 3,388,853 $ 698,992 |
Common Stock (Tables)
Common Stock (Tables) | 9 Months Ended |
Sep. 30, 2021 | |
Common Stock. | |
Schedule of common stock for conversion of preferred stock, exercise of warrants and exercise of stock options | September 30, December 31, 2021 2020 Conversion of Series A Preferred — 3,494,284 Conversion of Series B Preferred — 5,066,995 Exercise of common stock warrants — 308,308 Exercise of common stock options 2,763,245 1,801,263 2,763,245 10,670,850 |
Net Loss Per Share Attributab_2
Net Loss Per Share Attributable to Common Stockholders (Tables) | 9 Months Ended |
Sep. 30, 2021 | |
Net Loss Per Share Attributable to Common Stockholders | |
Schedule of basic and diluted net loss per share attributable to common stockholders | Three Months Ended September 30, Nine Months Ended September 30, 2021 2020 2021 2020 Numerator: Net loss $ (8,534,073) $ (4,399,079) $ (22,751,389) $ (11,203,961) Denominator - basic and diluted: Weighted-average common shares outstanding, basic and diluted 18,286,352 4,950,129 9,445,862 4,950,129 Net loss per share - basic and diluted $ (0.47) $ (0.89) $ (2.41) $ (2.26) |
Schedule of potentially dilutive securities that have been excluded from the calculation of diluted net loss per share | 2021 2020 Series A Preferred — 3,494,306 Series B Preferred — — Warrants to purchase common stock — 308,308 Options to purchase common stock 2,763,245 2,154,238 Total shares of common stock equivalents 2,763,245 5,956,852 |
Stock-Based Compensation (Table
Stock-Based Compensation (Tables) | 9 Months Ended |
Sep. 30, 2021 | |
Stock-Based Compensation | |
Schedule of assumptions in its application of the Black-Scholes option pricing model for grants | Nine Months Ended September 30, 2021 2020 Weighted-average risk-free interest rate 0.885%-1.71% 0.36% - 1.21% Expected term (in years) 5.83 - 10 years 5.92 - 10 years Expected dividend yield 0% 0% Expected volatility 68.92% - 80.99% 67.30% - 77.08% |
Summary of stock option activity | Weighted Weighted- Average Average Remaining Number of Exercise Price Contractual Aggregate Options per Share Term (in Years) Intrinsic Value Outstanding at of December 31, 2020 1,801,263 $ 3.01 8.37 Granted 1,353,662 9.56 Exercised (115,346) 3.04 Cancelled (276,334) 3.58 Outstanding at September 30, 2021 2,763,245 $ 6.17 8.44 $ 56,335,287 Vested and exercisable at September 30, 2021 1,033,085 $ 3.01 7.29 $ 24,320,512 Vested and expected to vest at September 30, 2021 2,763,245 $ 3.01 8.44 $ 56,335,287 |
Summary of recognized share-based compensation expense recognized | Three Months Ended September 30, Nine Months Ended September 30, 2021 2020 2021 2020 Cost of revenue $ 38,507 $ 27,982 $ 83,389 $ 80,539 Research and development 305,739 130,317 571,359 375,092 General and administrative 292,560 152,166 515,292 414,531 Total $ 636,806 $ 310,465 $ 1,170,040 $ 870,162 |
Commitments and Contingencies (
Commitments and Contingencies (Tables) | 9 Months Ended |
Sep. 30, 2021 | |
Commitments and Contingencies. | |
Schedule of Maturities of the lease liabilities due | Amount Remainder of 2021 $ 28,367 2022 115,430 2023 125,741 2024 161,498 2025 167,150 2026 57,333 Total future lease payments 655,519 Less: Imputed interest (90,759) Total lease liabilities $ 564,760 Current portion lease liability $ 82,795 Lease liability, noncurrent 481,965 Total lease liability $ 564,760 |
Schedule of Quantitative information regarding the Company's leases | September 30, September 30, 2021 2020 Lease costs: Operating lease cost $ 102,753 $ 32,400 Short-term lease cost 188,074 200,432 Variable lease cost — 14,700 Total lease costs $ 290,827 $ 247,532 Cash paid for amounts included in the measurement of lease liabilities: Operating cash flows from operating leases $ 83,160 $ 32,400 Operating cash flows from short-term leases 188,074 200,432 $ 271,234 $ 232,832 Weighted-average remaining lease term - operating leases 4.58 years 5.58 years Weighted-average discount rate - operating leases 6.0% 6.0% |
Organization and Nature of Bu_2
Organization and Nature of Business (Details) - USD ($) | Aug. 03, 2021 | Sep. 30, 2021 | Dec. 31, 2020 |
Organization and Nature of Business | |||
Aggregate net proceeds | $ 120,318,750 | ||
Convertible preferred stock, outstanding (in shares) | 8,528,078 | ||
Shares issued upon conversion | 11,939,281 | ||
Accumulated deficit | $ 48,489,029 | $ 25,737,640 | |
Class A Common Stock | |||
Organization and Nature of Business | |||
Shares issued | 1,125,000 | ||
Convertible preferred stock, outstanding (in shares) | 11,939,281 | ||
IPO | |||
Organization and Nature of Business | |||
Aggregate net proceeds | $ 120,318,750 | ||
Offering costs | $ 2,124,317 | ||
Convertible preferred stock, outstanding (in shares) | 8,528,078 | ||
IPO | Class A Common Stock | |||
Organization and Nature of Business | |||
Shares issued | 8,625,000 |
Summary of Significant Accoun_3
Summary of Significant Accounting Policies (Details) | Jul. 23, 2021 |
Summary of Significant Accounting Policies | |
Stock split, ratio | 1 |
Marketable Securities (Details)
Marketable Securities (Details) - USD ($) | 3 Months Ended | 9 Months Ended | |
Sep. 30, 2021 | Sep. 30, 2021 | Dec. 31, 2020 | |
Marketable Securities | |||
Impairment on available-for-sale marketable securities | $ 0 | $ 0 | |
Realized gains or losses on marketable securities | 0 | 0 | |
Marketable securities, current | |||
Marketable securities at amortized cost, current | 42,551,687 | 42,551,687 | |
Marketable securities unrealized gains, current | 1,106 | 1,106 | |
Marketable securities unrealized losses, current | (2,373) | (2,373) | |
Marketable securities, current | 42,550,420 | 42,550,420 | |
Marketable securities, non-current | |||
Marketable securities at amortized cost, non-current | 10,102,128 | 10,102,128 | |
Marketable securities unrealized losses, non-current | (3,512) | (3,512) | |
Marketable securities, non-current | 10,098,616 | 10,098,616 | |
Marketable securities | |||
Marketable securities at amortized cost | 52,653,815 | 52,653,815 | |
Marketable securities unrealized gains | 1,106 | 1,106 | |
Marketable securities unrealized losses | (5,885) | (5,885) | |
Marketable securities | 52,649,036 | 52,649,036 | $ 0 |
U.S. Treasuries | |||
Marketable securities, current | |||
Marketable securities at amortized cost, current | 14,921,282 | 14,921,282 | |
Marketable securities unrealized losses, current | (1,699) | (1,699) | |
Marketable securities, current | 14,919,583 | 14,919,583 | |
Marketable securities, non-current | |||
Marketable securities at amortized cost, non-current | 5,500,729 | 5,500,729 | |
Marketable securities unrealized losses, non-current | (2,021) | (2,021) | |
Marketable securities, non-current | 5,498,708 | 5,498,708 | |
Government securities | |||
Marketable securities, current | |||
Marketable securities at amortized cost, current | 14,643,440 | 14,643,440 | |
Marketable securities unrealized gains, current | 310 | 310 | |
Marketable securities unrealized losses, current | (668) | (668) | |
Marketable securities, current | 14,643,082 | 14,643,082 | |
Marketable securities, non-current | |||
Marketable securities at amortized cost, non-current | 4,601,399 | 4,601,399 | |
Marketable securities unrealized losses, non-current | (1,491) | (1,491) | |
Marketable securities, non-current | 4,599,908 | 4,599,908 | |
Commerical paper | |||
Marketable securities, current | |||
Marketable securities at amortized cost, current | 12,986,965 | 12,986,965 | |
Marketable securities unrealized gains, current | 796 | 796 | |
Marketable securities unrealized losses, current | (6) | (6) | |
Marketable securities, current | $ 12,987,755 | $ 12,987,755 |
Fair Value Measurements (Detail
Fair Value Measurements (Details) - USD ($) | 9 Months Ended | |
Sep. 30, 2021 | Dec. 31, 2020 | |
Assets: | ||
Financial assets classified as Level 3 | $ 0 | |
Marketable securities | 52,649,036 | $ 0 |
Recurring | ||
Assets: | ||
Total cash equivalents | 42,841,624 | |
Total marketable securities | 52,649,036 | |
Total cash equivalents and marketable securities | 95,490,660 | |
Recurring | Money market | ||
Assets: | ||
Total cash equivalents | 29,343,849 | |
Recurring | Commerical paper | ||
Assets: | ||
Total cash equivalents | 13,497,775 | |
Total marketable securities | 12,987,755 | |
Recurring | U.S. Treasuries | ||
Assets: | ||
Total marketable securities | 20,418,290 | |
Recurring | Government securities | ||
Assets: | ||
Total marketable securities | 19,242,991 | |
Recurring | Level 1 | ||
Assets: | ||
Total cash equivalents | 29,343,849 | |
Total marketable securities | 20,418,290 | |
Total cash equivalents and marketable securities | 49,762,139 | |
Recurring | Level 1 | Money market | ||
Assets: | ||
Total cash equivalents | 29,343,849 | |
Recurring | Level 1 | U.S. Treasuries | ||
Assets: | ||
Total marketable securities | 20,418,290 | |
Recurring | Level 2 | ||
Assets: | ||
Total cash equivalents | 13,497,775 | |
Total marketable securities | 32,230,746 | |
Total cash equivalents and marketable securities | 45,728,521 | |
Recurring | Level 2 | Commerical paper | ||
Assets: | ||
Total cash equivalents | 13,497,775 | |
Total marketable securities | 12,987,755 | |
Recurring | Level 2 | Government securities | ||
Assets: | ||
Total marketable securities | $ 19,242,991 |
Property and Equipment, net (De
Property and Equipment, net (Details) - USD ($) | Sep. 30, 2021 | Dec. 31, 2020 |
Property and Equipment, net | ||
Property and equipment, gross | $ 240,849 | $ 193,115 |
Accumulated depreciation | (159,404) | (128,752) |
Property and equipment, net | 81,445 | 64,363 |
Computer equipment | ||
Property and Equipment, net | ||
Property and equipment, gross | 222,051 | 174,317 |
Furniture and fixtures | ||
Property and Equipment, net | ||
Property and equipment, gross | $ 18,798 | $ 18,798 |
Property and Equipment, net - D
Property and Equipment, net - Depreciation (Details) - USD ($) | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2021 | Sep. 30, 2020 | Sep. 30, 2021 | Sep. 30, 2020 | |
Property and Equipment, net | ||||
Depreciation expense | $ 11,978 | $ 5,656 | $ 30,652 | $ 16,879 |
Accrued Expenses (Details)
Accrued Expenses (Details) - USD ($) | Sep. 30, 2021 | Dec. 31, 2020 |
Accrued Expenses | ||
Accrued professional services | $ 894,212 | $ 269,302 |
Accrued employee expenses | 2,145,969 | 163,668 |
Accrued contract research expenses | 337,608 | 266,022 |
Accrued other | 11,064 | |
Total | $ 3,388,853 | $ 698,992 |
Convertible Preferred Stock - S
Convertible Preferred Stock - Series A (Details) - USD ($) | Dec. 31, 2019 | Sep. 20, 2019 | Jan. 31, 2020 | Sep. 30, 2021 | Sep. 30, 2020 | Dec. 31, 2019 | Aug. 03, 2021 | Dec. 31, 2020 | Sep. 30, 2019 |
Temporary Equity [Line Items] | |||||||||
Issuance costs | $ 2,124,317 | ||||||||
Convertible preferred stock, outstanding (in shares) | 8,528,078 | ||||||||
Series A Preferred Stock | |||||||||
Temporary Equity [Line Items] | |||||||||
Convertible preferred stock, authorized (in shares) | 2,495,933 | 0 | 2,495,933 | 1,987,979 | |||||
Convertible preferred stock, par value per share (in dollars per share) | $ 0.001 | $ 0.001 | $ 0.001 | ||||||
Convertible preferred stock, issuance price (in dollars per share) | $ 8.5514 | ||||||||
Convertible preferred stock, issued (in shares) | 468,315 | 1,122,458 | 119,454 | 0 | 468,315 | 2,495,933 | |||
Gross proceeds from issuance of convertible stock | $ 4,004,975 | $ 9,598,847 | $ 1,021,413 | $ 998,306 | |||||
Number of shares issued upon conversion of debt | 785,706 | ||||||||
Issuance costs | $ 23,610 | $ 200,587 | |||||||
Number of shares excess of authorized | 410,436 | 410,436 | |||||||
Proceeds from issuance of shares excess of amount authorized | $ 3,509,802 | ||||||||
Convertible preferred stock liability | $ 3,509,802 | $ 3,509,802 | |||||||
Convertible preferred stock, outstanding (in shares) | 1,966,043 | 0 | 1,966,043 | 2,495,933 | |||||
Convertible preferred stock, conversion price | $ 6.1081 | ||||||||
Series A Preferred Stock | Minimum | |||||||||
Temporary Equity [Line Items] | |||||||||
Convertible preferred stock, issuance price (in dollars per share) | $ 7.3416 | ||||||||
Gross proceeds from issuance of convertible stock | $ 75,000,000 |
Convertible Preferred Stock -_2
Convertible Preferred Stock - Series B (Details) | 1 Months Ended | 2 Months Ended | 3 Months Ended | 9 Months Ended | 12 Months Ended | |
Dec. 31, 2020USD ($)tranche$ / sharesshares | May 31, 2021USD ($)shares | Mar. 31, 2021shares | Sep. 30, 2021USD ($)$ / sharesshares | Dec. 31, 2020USD ($)tranche$ / sharesshares | Aug. 03, 2021shares | |
Temporary Equity [Line Items] | ||||||
Issuance costs | $ | $ 2,124,317 | |||||
Dividend, Percentage | 7.00% | |||||
Dividend declared | $ | $ 0 | $ 0 | ||||
Preferred stock, outstanding | 0 | 0 | 0 | |||
Shares issued upon conversion | 11,939,281 | |||||
Minimum | ||||||
Temporary Equity [Line Items] | ||||||
Preferred stock, outstanding | 2,132,029 | |||||
Series B Preferred Stock | ||||||
Temporary Equity [Line Items] | ||||||
Convertible preferred stock, authorized (in shares) | 6,032,183 | 0 | 6,032,183 | |||
Convertible preferred stock, par value per share (in dollars per share) | $ / shares | $ 0.001 | $ 0.001 | $ 0.001 | |||
Convertible preferred stock, issuance price (in dollars per share) | $ / shares | $ 10.2782 | $ 10.2782 | ||||
Number of tranches | tranche | 2 | 2 | ||||
Convertible preferred stock, issued (in shares) | 3,619,292 | 0 | 3,619,292 | |||
Gross proceeds from issuance of convertible stock | $ | $ 24,788,851 | |||||
Number of shares not meet the definition of a freestanding financial instrument | 2,412,853 | |||||
Convertible preferred stock, conversion price | $ / shares | $ 7.3416 | |||||
Percentage of equity securities to be own | 9.90% | |||||
Series B Preferred Stock Tranche One | ||||||
Temporary Equity [Line Items] | ||||||
Convertible preferred stock, issued (in shares) | 3,619,292 | 3,619,292 | ||||
Gross proceeds from issuance of convertible stock | $ | $ 37,199,929 | |||||
Issuance costs | $ | $ 216,019 | |||||
Series B Preferred Stock Tranche Two | ||||||
Temporary Equity [Line Items] | ||||||
Convertible preferred stock, issued (in shares) | 2,412,853 | 0 | ||||
Gross proceeds from issuance of convertible stock | $ | $ 24,799,786 | |||||
Issuance costs | $ | $ 10,935 |
Common Stock - Class A common s
Common Stock - Class A common stock (Details) - Class A Common Stock | 9 Months Ended | 12 Months Ended |
Sep. 30, 2021Vote$ / sharesshares | Dec. 31, 2020Vote$ / sharesshares | |
Class of Stock [Line Items] | ||
Common stock, shares authorized (in shares) | 200,000,000 | 22,026,200 |
Common stock, par value per share (in dollars per share) | $ / shares | $ 0.001 | $ 0.001 |
Common stock, shares issued (in shares) | 25,938,064 | 4,950,129 |
Common stock, shares outstanding (in shares) | 25,938,064 | 4,950,129 |
Number of votes | Vote | 1 | 1 |
Common Stock (Details)
Common Stock (Details) - shares | Sep. 30, 2021 | Dec. 31, 2020 |
Class of Stock [Line Items] | ||
Shares reserved for future issuance | 2,763,245 | 10,670,850 |
Series A Preferred Stock | ||
Class of Stock [Line Items] | ||
Shares reserved for future issuance | 3,494,284 | |
Series B Preferred Stock | ||
Class of Stock [Line Items] | ||
Shares reserved for future issuance | 5,066,995 | |
Common stock warrants | ||
Class of Stock [Line Items] | ||
Shares reserved for future issuance | 308,308 | |
Common stock options | ||
Class of Stock [Line Items] | ||
Shares reserved for future issuance | 2,763,245 | 1,801,263 |
Common Stock - Class B common s
Common Stock - Class B common stock (Details) - Class B Common Stock | 9 Months Ended | 12 Months Ended |
Sep. 30, 2021Vote$ / sharesshares | Dec. 31, 2020Vote$ / sharesshares | |
Class of Stock [Line Items] | ||
Common stock, shares authorized (in shares) | 20,000,000 | 6,032,183 |
Common stock, par value per share (in dollars per share) | $ / shares | $ 0.001 | $ 0.001 |
Common stock, shares issued (in shares) | 0 | 0 |
Common stock, shares outstanding (in shares) | 0 | 0 |
Number of votes | Vote | 0 | 0 |
Common Stock - Common stock war
Common Stock - Common stock warrant (Details) - USD ($) | 1 Months Ended | 12 Months Ended | ||
Jun. 30, 2021 | Dec. 31, 2020 | Dec. 31, 2019 | Sep. 30, 2021 | |
Common Stock. | ||||
Warrants issued for common shares | 308,308 | |||
Warrant exercise price | $ 3.01 | |||
Warrants in lieu of cash payment | 200,984 | |||
Term of warrant | 10 years | |||
Warrant exercised | 308,308 | 0 | ||
Warrants outstanding | $ 0 |
Common Stock - IPO (Details)
Common Stock - IPO (Details) - USD ($) | Aug. 03, 2021 | Sep. 30, 2021 | Dec. 31, 2020 |
Class of Stock [Line Items] | |||
Convertible preferred stock, outstanding (in shares) | 8,528,078 | ||
Preferred stock authorized (in shares) | 10,000,000 | 0 | |
Class A Common Stock | |||
Class of Stock [Line Items] | |||
Shares issued | 1,125,000 | ||
Convertible preferred stock, outstanding (in shares) | 11,939,281 | ||
Common stock, shares authorized (in shares) | 200,000,000 | 22,026,200 | |
Common stock, par value per share (in dollars per share) | $ 0.001 | $ 0.001 | |
Class B Common Stock | |||
Class of Stock [Line Items] | |||
Common stock, shares authorized (in shares) | 20,000,000 | 6,032,183 | |
Common stock, par value per share (in dollars per share) | $ 0.001 | $ 0.001 | |
IPO | |||
Class of Stock [Line Items] | |||
Proceeds from Stock issued | $ 120,318,750 | ||
Offering costs | $ 2,124,317 | ||
Convertible preferred stock, outstanding (in shares) | 8,528,078 | ||
Preferred stock authorized (in shares) | 10,000,000 | ||
IPO | Class A Common Stock | |||
Class of Stock [Line Items] | |||
Shares issued | 8,625,000 | ||
Common stock, shares authorized (in shares) | 200,000,000 | ||
IPO | Class B Common Stock | |||
Class of Stock [Line Items] | |||
Common stock, shares authorized (in shares) | 20,000,000 | ||
Common stock, par value per share (in dollars per share) | $ 0.001 |
Net Loss Per Share Attributab_3
Net Loss Per Share Attributable to Common Stockholders - Basic and diluted net loss per share attributable to common stockholders (Details) - USD ($) | 3 Months Ended | 9 Months Ended | ||||||
Sep. 30, 2021 | Jun. 30, 2021 | Mar. 31, 2021 | Sep. 30, 2020 | Jun. 30, 2020 | Mar. 31, 2020 | Sep. 30, 2021 | Sep. 30, 2020 | |
Numerator: | ||||||||
Net loss | $ (8,534,073) | $ (7,987,665) | $ (6,229,651) | $ (4,399,079) | $ (3,604,162) | $ (3,200,720) | $ (22,751,389) | $ (11,203,961) |
Denominator - basic and diluted: | ||||||||
Weighted-average common shares outstanding, basic | 18,286,352 | 4,950,129 | 9,445,862 | 4,950,129 | ||||
Weighted-average common shares outstanding, diluted | 18,286,352 | 4,950,129 | 9,445,862 | 4,950,129 | ||||
Net loss per share, basic | $ (0.47) | $ (0.89) | $ (2.41) | $ (2.26) | ||||
Net loss per share, diluted | $ (0.47) | $ (0.89) | $ (2.41) | $ (2.26) |
Net Loss Per Share Attributab_4
Net Loss Per Share Attributable to Common Stockholders - Antidilutive effect (Details) - shares | 9 Months Ended | |
Sep. 30, 2021 | Sep. 30, 2020 | |
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | ||
Total shares of common stock equivalents | 2,763,245 | 5,956,852 |
Series A Preferred Stock | ||
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | ||
Total shares of common stock equivalents | 3,494,306 | |
Common stock warrants | ||
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | ||
Total shares of common stock equivalents | 308,308 | |
Common stock options | ||
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | ||
Total shares of common stock equivalents | 2,763,245 | 2,154,238 |
Stock-Based Compensation - Narr
Stock-Based Compensation - Narratives (Details) - USD ($) | Jul. 23, 2021 | Sep. 30, 2021 | Sep. 30, 2020 | Sep. 30, 2021 | Sep. 30, 2020 | Dec. 31, 2020 |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||||
Stock-based compensation expense | $ 636,806 | $ 310,465 | $ 1,170,040 | $ 870,162 | ||
Granted (in shares) | 1,353,662 | 336,626 | ||||
Grant date weighted average fair value | $ 9.56 | $ 3.02 | ||||
Shares reserved for future issuance | 2,763,245 | 2,763,245 | 10,670,850 | |||
Incentive Plan | ||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||||
Vesting period | 4 years | |||||
Option available for future grant | 137,950 | 137,950 | ||||
Stock-based compensation expense | $ 636,806 | $ 310,465 | $ 1,170,040 | $ 870,162 | ||
Compensation expense remaining to be recognized | $ 7,990,487 | $ 7,990,487 | ||||
Compensation expense recognized over a weighted-average period | 3 years 25 days | |||||
Incentive Plan | Maximum | ||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||||
Shares reserved for future issuance | 2,825,173 | 2,825,173 | ||||
2021 ESPP | ||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||||
Granted (in shares) | 0 | |||||
2021 ESPP | Class A Common Stock | ||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||||
Shares reserved for future issuance | 250,000 | |||||
Aggregate number of shares outstanding (as a percent) | 1.00% | |||||
2021 ESPP | Maximum | Class A Common Stock | ||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||||
Granted (in shares) | 3,340,000 | |||||
2021 Plan | ||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||||
Shares reserved for future issuance | 2,397,232 | 2,397,232 | ||||
2021 Plan | Maximum | ||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||||
Shares reserved for future issuance | 2,590,000 | |||||
Aggregate number of shares outstanding (as a percent) | 4.00% | |||||
2021 Plan | Maximum | Class A Common Stock | ||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||||
Granted (in shares) | 15,350,000 |
Stock-Based Compensation - Assu
Stock-Based Compensation - Assumptions (Details) | 9 Months Ended | |
Sep. 30, 2021 | Sep. 30, 2020 | |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||
Weighted-average risk-free interest rate, minimum | 0.36% | |
Weighted-average risk-free interest rate, maximum | 1.21% | |
Expected term (in years) | 5 years 9 months 29 days | |
Expected dividend yield | 0.00% | 0.00% |
Expected volatility, minimum | 68.92% | 67.30% |
Expected volatility, maximum | 80.99% | 77.08% |
Minimum | ||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||
Weighted-average risk-free interest rate, minimum | 0.885% | |
Expected term (in years) | 5 years 11 months 1 day | |
Maximum | ||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||
Weighted-average risk-free interest rate, maximum | 1.71% | |
Expected term (in years) | 10 years | 10 years |
Stock-Based Compensation - stoc
Stock-Based Compensation - stock option activity (Details) - USD ($) | 9 Months Ended | 12 Months Ended | |
Sep. 30, 2021 | Sep. 30, 2020 | Dec. 31, 2020 | |
Number of options | |||
Outstanding at the beginning (in shares) | 1,801,263 | ||
Granted (in shares) | 1,353,662 | 336,626 | |
Exercised (in shares) | (115,346) | ||
Repurchased (in shares) | (276,334) | ||
Outstanding at the end (in shares) | 2,763,245 | 1,801,263 | |
Vested and exercisable (in shares) | 1,033,085 | ||
Vested and expected to vest (in shares) | 2,763,245 | ||
Weighted Average Exercise Price per Share | |||
Weighted Average Exercise Price per Share Outstanding at the beginning (in dollars per share) | $ 3.01 | ||
Weighted Average Exercise Price per Share Granted (in dollars per share) | 9.56 | ||
Weighted Average Exercise Price per Share Exercised (in dollars per share) | 3.04 | ||
Weighted Average Exercise Price per Share Repurchased (in dollars per share) | 3.58 | ||
Weighted Average Exercise Price per Share Outstanding at the end (in dollars per share) | 6.17 | $ 3.01 | |
Weighted Average Exercise Price per Share Vested and Exercisable (in dollars per share) | 3.01 | ||
Weighted Average Exercise Price per Share Vested and Expected to Vest exercisable (in dollars per share) | $ 3.01 | ||
Weighted Average Remaining Contractual Contractual Term | |||
Weighted Average Remaining Contractual Term (in years) | 8 years 5 months 8 days | 8 years 4 months 13 days | |
Weighted Average Remaining Contractual Term, Vested and exercisable (in Years) | 7 years 3 months 14 days | ||
Weighted Average Remaining Contractual Term, Vested and expected to vest (in Years) | 8 years 5 months 8 days | ||
Aggregate Intrinsic Value | |||
Aggregate Intrinsic Value Outstanding | $ 56,335,287 | ||
Aggregate Intrinsic Value Vested and exercisable | 24,320,512 | ||
Aggregate Intrinsic Value Vested and expected to vest | $ 56,335,287 |
Stock-Based Compensation - Shar
Stock-Based Compensation - Share-based compensation expense (Details) - USD ($) | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2021 | Sep. 30, 2020 | Sep. 30, 2021 | Sep. 30, 2020 | |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||
Share-based compensation expense | $ 636,806 | $ 310,465 | $ 1,170,040 | $ 870,162 |
Cost of service | ||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||
Share-based compensation expense | 38,507 | 27,982 | 83,389 | 80,539 |
Research and development | ||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||
Share-based compensation expense | 305,739 | 130,317 | 571,359 | 375,092 |
General and administrative | ||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||
Share-based compensation expense | $ 292,560 | $ 152,166 | $ 515,292 | $ 414,531 |
Commitments and Contingencies -
Commitments and Contingencies - Narratives (Details) - USD ($) | 1 Months Ended | ||||
Jul. 31, 2019 | Sep. 30, 2021 | Dec. 31, 2020 | Oct. 31, 2020 | Jan. 01, 2020 | |
Lessee, Lease, Description [Line Items] | |||||
Right of use asset | $ 537,181 | $ 613,103 | |||
Office Space In Cambridge, Massachusetts, New York [Member] | |||||
Lessee, Lease, Description [Line Items] | |||||
Minimum lease payment due 2021 | 23,620 | ||||
Minimum lease payment due 2022 | 11,040 | ||||
Storage Space In Somerville, Massachusetts [Member] | |||||
Lessee, Lease, Description [Line Items] | |||||
Minimum lease payment due 2021 | 5,354 | ||||
Minimum lease payment due 2022 | 3,569 | ||||
Office Lease In San Diego, California 2019 [Member] | |||||
Lessee, Lease, Description [Line Items] | |||||
Notice period for termination of lease | 30 days | ||||
Lease term | 24 months | ||||
Right of use asset | $ 61,822 | ||||
Lease liability | $ 61,822 | ||||
Gain (loss) on termination of lease | $ 0 | ||||
2020 San Diego Lease | |||||
Lessee, Lease, Description [Line Items] | |||||
Minimum lease payment due 2021 | 28,367 | ||||
Minimum lease payment due 2022 | 115,430 | ||||
Lease term | 67 months | ||||
Right of use asset | $ 637,863 | ||||
Lease liability | $ 564,760 | $ 637,863 |
Commitments and Contingencies_2
Commitments and Contingencies - Maturities of the lease liabilities due (Details) - USD ($) | Sep. 30, 2021 | Dec. 31, 2020 | Oct. 31, 2020 |
Lessee, Lease, Description [Line Items] | |||
Current portion lease liability | $ 82,795 | $ 76,322 | |
Lease liability, noncurrent | 481,965 | $ 544,767 | |
2020 San Diego Lease | |||
Lessee, Lease, Description [Line Items] | |||
Remainder of 2021 | 28,367 | ||
2022 | 115,430 | ||
2023 | 125,741 | ||
2024 | 161,498 | ||
2025 | 167,150 | ||
2026 | 57,333 | ||
Total future lease payments | 655,519 | ||
Less: Imputed interest | (90,759) | ||
Total lease liabilities | 564,760 | $ 637,863 | |
Current portion lease liability | 82,795 | ||
Lease liability, noncurrent | $ 481,965 |
Commitments and Contingencies_3
Commitments and Contingencies - Lease cost (Details) - USD ($) | 9 Months Ended | |
Sep. 30, 2021 | Sep. 30, 2020 | |
Lease costs: | ||
Operating lease cost | $ 102,753 | $ 32,400 |
Short-term lease cost | 188,074 | 200,432 |
Variable lease cost | 14,700 | |
Total lease costs | 290,827 | 247,532 |
Cash paid for amounts included in the measurement of lease liabilities: | ||
Operating cash flows from operating leases | 83,160 | 32,400 |
Operating cash flows from short-term leases | 188,074 | 200,432 |
Total lease Payment | $ 271,234 | $ 232,832 |
Weighted-average remaining lease term - operating leases | 4 years 6 months 29 days | 5 years 6 months 29 days |
Weighted-average discount rate - operating leases | 6.00% | 6.00% |
Related Party Transactions (Det
Related Party Transactions (Details) - USD ($) | 3 Months Ended | 9 Months Ended | |||
Sep. 30, 2021 | Sep. 30, 2020 | Sep. 30, 2021 | Sep. 30, 2020 | Dec. 31, 2020 | |
Related Party Transaction [Line Items] | |||||
Research and development expenses | $ 6,207,486 | $ 4,069,037 | $ 18,590,471 | $ 10,113,291 | |
Contract research organization | Officer | Accounts payable or accrued contract research expenses | |||||
Related Party Transaction [Line Items] | |||||
Owed to the CRO | $ 458,660 | 458,660 | $ 279,153 | ||
Contract research organization | Officer | Cost of service | |||||
Related Party Transaction [Line Items] | |||||
Research and development expenses | $ 3,274,393 | $ 1,950,415 |