Document and Entity Information
Document and Entity Information - shares | 9 Months Ended | |
Sep. 30, 2022 | Nov. 03, 2022 | |
Document Type | 10-Q | |
Document Quarterly Report | true | |
Document Transition Report | false | |
Document Period End Date | Sep. 30, 2022 | |
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 $0.001 per share | |
Trading Symbol | IMRX | |
Security Exchange Name | NASDAQ | |
Entity Current Reporting Status | Yes | |
Entity Interactive Data Current | Yes | |
Entity Filer Category | Non-accelerated Filer | |
Entity Small Business | true | |
Entity Emerging Growth Company | true | |
Entity Ex Transition Period | false | |
Entity Shell Company | false | |
Entity Central Index Key | 0001790340 | |
Current Fiscal Year End Date | --12-31 | |
Document Fiscal Year Focus | 2022 | |
Document Fiscal Period Focus | Q3 | |
Amendment Flag | false | |
Class A Common Stock | ||
Entity Common Stock, Shares Outstanding | 26,404,732 | |
Class B Common Stock | ||
Entity Common Stock, Shares Outstanding | 0 |
CONDENSED CONSOLIDATED BALANCE
CONDENSED CONSOLIDATED BALANCE SHEETS - USD ($) | Sep. 30, 2022 | Dec. 31, 2021 |
Current assets: | ||
Cash and cash equivalents | $ 76,417,850 | $ 74,888,145 |
Marketable securities, current | 40,779,440 | 74,311,203 |
Accounts receivable | 70,180 | 246,040 |
Prepaids and other current assets | 2,757,220 | 2,888,608 |
Total current assets | 120,024,690 | 152,333,996 |
Marketable securities, non-current | 996,560 | |
Property and equipment, net | 1,310,067 | 807,223 |
Goodwill | 6,690,431 | 6,701,726 |
Intangible asset | 416,263 | 439,000 |
Right-of-use assets, net | 4,512,883 | 5,324,198 |
Other assets | 737,293 | 102,129 |
Total assets | 133,691,627 | 166,704,832 |
Current liabilities: | ||
Accounts payable | 2,338,380 | 1,394,340 |
Accrued expenses | 4,564,136 | 3,965,447 |
Other liabilities, current | 44,562 | |
Lease liabilities, current | 308,694 | 274,039 |
Total current liabilities | 7,255,772 | 5,633,826 |
Long-term liabilities: | ||
Lease liabilities, non-current | 4,542,653 | 5,090,897 |
Total liabilities | 11,798,425 | 10,724,723 |
Commitments and contingencies (Note 12) | ||
Stockholders'equity: | ||
Preferred stock, $0.001 par value; 10,000,000 shares authorized at September 30, 2022 and December 31, 2021; 0 shares issued or outstanding at September 30, 2022 and December 31, 2021 | ||
Additional paid-in capital | 218,550,665 | 215,276,186 |
Accumulated other comprehensive loss | (142,473) | (49,009) |
Accumulated deficit | (96,541,395) | (59,273,388) |
Total stockholders' equity | 121,893,202 | 155,980,109 |
Total liabilities and stockholders' equity | 133,691,627 | 166,704,832 |
Class A Common Stock | ||
Stockholders'equity: | ||
Common stock | 26,405 | 26,320 |
Class B Common Stock | ||
Stockholders'equity: | ||
Common stock |
CONDENSED CONSOLIDATED BALANC_2
CONDENSED CONSOLIDATED BALANCE SHEETS (Parentheticals) - $ / shares | Sep. 30, 2022 | Dec. 31, 2021 |
Preferred stock, par value per share (in dollars per share) | $ 0.001 | $ 0.001 |
Preferred stock authorized (in shares) | 10,000,000 | 10,000,000 |
Preferred stock, shares issued (in shares) | 0 | 0 |
Preferred stock, shares outstanding (in shares) | 0 | 0 |
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 | 200,000,000 |
Common stock, shares issued (in shares) | 26,404,732 | 26,320,199 |
Common stock, shares outstanding (in shares) | 26,404,732 | 26,320,199 |
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 | 20,000,000 |
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, 2022 | Sep. 30, 2021 | Sep. 30, 2022 | Sep. 30, 2021 | |
CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS AND COMPREHENSIVE LOSS | ||||
Revenue | $ 38,380 | $ 482,130 | $ 316,497 | $ 1,890,370 |
Cost of revenue | 19,343 | 219,088 | 158,122 | 946,852 |
Gross profit | 19,037 | 263,042 | 158,375 | 943,518 |
Operating expenses | ||||
Research and development | 9,363,838 | 6,207,486 | 26,395,355 | 18,590,471 |
General and administrative | 3,836,032 | 2,598,940 | 11,500,144 | 5,123,361 |
Amortization of intangible asset | 7,317 | 22,737 | ||
Total operating expenses | 13,207,187 | 8,806,426 | 37,918,236 | 23,713,832 |
Loss from operations | (13,188,150) | (8,543,384) | (37,759,861) | (22,770,314) |
Other income (expense) | ||||
Interest income | 222,985 | 17,400 | 498,288 | 27,014 |
Other income (expense) | 120,835 | (8,089) | (6,434) | (8,089) |
Net loss | $ (12,844,330) | $ (8,534,073) | $ (37,268,007) | $ (22,751,389) |
Net loss per share attributable to common stockholders, basic | $ (0.49) | $ (0.47) | $ (1.41) | $ (2.41) |
Net loss per share attributable to common stockholders, diluted | $ (0.49) | $ (0.47) | $ (1.41) | $ (2.41) |
Weighted-average common shares outstanding, basic | 26,394,490 | 18,286,352 | 26,380,101 | 9,445,862 |
Weighted-average common shares outstanding, diluted | 26,394,490 | 18,286,352 | 26,380,101 | 9,445,862 |
Other comprehensive loss: | ||||
Unrealized gains/(losses) from marketable securities | $ 39,088 | $ (4,751) | $ (93,464) | $ (4,751) |
Comprehensive Loss | $ (12,805,242) | $ (8,538,824) | $ (37,361,471) | $ (22,756,140) |
CONDENSED CONSOLIDATED STATEM_2
CONDENSED CONSOLIDATED STATEMENTS OF CONVERTIBLE PREFERRED STOCK AND STOCKHOLDERS' EQUITY (DEFICIT) - USD ($) | Preferred Stock Series A Preferred Stock | Preferred Stock Series B Preferred Stock | Preferred Stock | Common Stock Class A Common Stock | Additional Paid-In Capital | Accumulated other comprehensive loss | Accumulated Deficit | Total |
Beginning Balance (in shares) at Dec. 31, 2020 | 4,950,129 | |||||||
Beginning Balance at Dec. 31, 2020 | $ 4,950 | $ 3,251,240 | $ (25,737,640) | $ (22,481,450) | ||||
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 | |||||
Beginning Balance (in shares) at Dec. 31, 2020 | 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 (in shares) at Dec. 31, 2020 | 4,950,129 | |||||||
Beginning Balance at Dec. 31, 2020 | $ 4,950 | 3,251,240 | (25,737,640) | (22,481,450) | ||||
Increase (Decrease) in Stockholders' Equity [Roll Forward] | ||||||||
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 | |||||
Beginning Balance (in shares) at Dec. 31, 2020 | 2,495,933 | 3,619,292 | ||||||
Beginning Balance (in shares) at Mar. 31, 2021 | 4,950,129 | |||||||
Beginning Balance at Mar. 31, 2021 | $ 4,950 | 3,433,465 | (31,967,291) | (28,528,876) | ||||
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] | ||||||||
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 | |||||||
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 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 | |||||||
Beginning Balance (in shares) at Dec. 31, 2021 | 26,320,199 | |||||||
Beginning Balance at Dec. 31, 2021 | $ 26,320 | 215,276,186 | (49,009) | (59,273,388) | 155,980,109 | |||
Increase (Decrease) in Stockholders' Equity [Roll Forward] | ||||||||
Issuance of common stock upon exercise of stock options | $ 63 | 193,048 | 193,111 | |||||
Issuance of common stock upon exercise of stock options (in shares) | 63,100 | |||||||
Stock-based compensation expense | 897,650 | 897,650 | ||||||
Net loss | (12,896,374) | (12,896,374) | ||||||
Other comprehensive loss | (118,386) | (118,386) | ||||||
Ending Balance at Mar. 31, 2022 | $ 26,383 | 216,366,884 | (167,395) | (72,169,762) | 144,056,110 | |||
Ending Balance (in shares) at Mar. 31, 2022 | 26,383,299 | |||||||
Beginning Balance (in shares) at Dec. 31, 2021 | 26,320,199 | |||||||
Beginning Balance at Dec. 31, 2021 | $ 26,320 | 215,276,186 | (49,009) | (59,273,388) | $ 155,980,109 | |||
Increase (Decrease) in Stockholders' Equity [Roll Forward] | ||||||||
Issuance of common stock upon exercise of stock options (in shares) | 84,533 | |||||||
Net loss | $ (37,268,007) | |||||||
Ending Balance at Sep. 30, 2022 | $ 26,405 | 218,550,665 | (142,473) | (96,541,395) | 121,893,202 | |||
Ending Balance (in shares) at Sep. 30, 2022 | 26,404,732 | |||||||
Beginning Balance (in shares) at Mar. 31, 2022 | 26,383,299 | |||||||
Beginning Balance at Mar. 31, 2022 | $ 26,383 | 216,366,884 | (167,395) | (72,169,762) | 144,056,110 | |||
Increase (Decrease) in Stockholders' Equity [Roll Forward] | ||||||||
Issuance of common stock upon exercise of stock options | $ 9 | 27,775 | 27,784 | |||||
Issuance of common stock upon exercise of stock options (in shares) | 9,000 | |||||||
Stock-based compensation expense | 1,052,421 | 1,052,421 | ||||||
Net loss | (11,527,303) | (11,527,303) | ||||||
Other comprehensive loss | (14,166) | (14,166) | ||||||
Ending Balance at Jun. 30, 2022 | $ 26,392 | 217,447,080 | (181,561) | (83,697,065) | 133,594,846 | |||
Ending Balance (in shares) at Jun. 30, 2022 | 26,392,299 | |||||||
Increase (Decrease) in Stockholders' Equity [Roll Forward] | ||||||||
Issuance of common stock upon exercise of stock options | $ 13 | 37,373 | 37,386 | |||||
Issuance of common stock upon exercise of stock options (in shares) | 12,433 | |||||||
Stock-based compensation expense | 1,066,212 | 1,066,212 | ||||||
Net loss | (12,844,330) | (12,844,330) | ||||||
Other comprehensive loss | 39,088 | 39,088 | ||||||
Ending Balance at Sep. 30, 2022 | $ 26,405 | $ 218,550,665 | $ (142,473) | $ (96,541,395) | $ 121,893,202 | |||
Ending Balance (in shares) at Sep. 30, 2022 | 26,404,732 |
CONDENSED CONSOLIDATED STATEM_3
CONDENSED CONSOLIDATED STATEMENTS OF CONVERTIBLE PREFERRED STOCK AND STOCKHOLDERS' EQUITY (DEFICIT) (Parentheticals) | 3 Months Ended |
Sep. 30, 2021 USD ($) | |
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 ($) | 9 Months Ended | |
Sep. 30, 2022 | Sep. 30, 2021 | |
Cash flows from operating activities: | ||
Net loss | $ (37,268,007) | $ (22,751,389) |
Adjustment to reconcile to net loss to net cash used in operating activities: | ||
Depreciation expense | 170,337 | 30,652 |
Right-of-use asset amortization | 414,444 | 75,922 |
Intangible asset amortization | 22,737 | |
Stock based compensation expense | 3,016,283 | 1,170,040 |
Net amortization of premium on marketable securities | 47,979 | 8,548 |
(Increase) decrease in: | ||
Accounts receivable | 175,860 | 28,735 |
Prepaid expenses and other current assets | 166,413 | (3,122,547) |
Other assets | (356,117) | |
Increase (decrease) in: | ||
Accounts payable | 944,040 | 314,616 |
Accrued expenses | 385,536 | 2,689,860 |
Lease liability | (116,718) | (56,329) |
Other liabilities | 44,562 | |
Net cash used in operating activities | (32,352,651) | (21,611,892) |
Cash flows from investing activities: | ||
Purchases of property and equipment | (673,181) | (47,734) |
Purchases of marketable securities | (37,726,144) | (52,760,299) |
Maturities of marketable securities | 72,078,000 | |
Net cash provided by (used in) investing activities | 33,678,675 | (52,808,033) |
Cash flows from financing activities: | ||
Proceeds from exercise of stock options | 258,281 | 346,915 |
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) | |
Payment of offering costs | (54,600) | |
Proceeds from exercise of warrants | 927,125 | |
Net cash provided by financing activities | 203,681 | 144,257,324 |
Net increase in cash and cash equivalents | 1,529,705 | 69,837,399 |
Cash and cash equivalents at beginning of period | 74,888,145 | 37,090,151 |
Cash and cash equivalents at end of period | 76,417,850 | 106,927,550 |
Supplemental disclosures of noncash information: | ||
Conversion of convertible Series A and B preferred stock into common stock | 82,892,701 | |
Reduction of right of use asset and lease liability in connection with lease modification | 396,901 | |
Deferred offering costs included in accounts payable and accrued expenses | $ 224,448 | |
Series B Preferred Stock | ||
Cash flows from financing activities: | ||
Proceeds from the issuance of Series B preferred stock, net of issuance costs | $ 24,788,851 |
Organization and Nature of Busi
Organization and Nature of Business | 9 Months Ended |
Sep. 30, 2022 | |
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 aims to create medicines for all patients with solid tumors driven by RAS mutations and other MAPK pathway activation events. The Company has more than a decade of experience applying translational bioinformatics to generate insights into drug mechanism of action and patient treatment response. Building on this experience, the Company’s disease-agnostic discovery platform enables the Company to create product candidates based on 1) biological insights that are both counterintuitive and deeply rooted in data, and 2) novel chemistry. 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. On December 22, 2021, the Company acquired all outstanding shares of capital stock of BioArkive, Inc. (“BioArkive”), a California corporation, which as a result became a wholly owned subsidiary. Immuneering, ISC and BioArkive are collectively referred to as “the Company” throughout these condensed consolidated financial statements. 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. 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, 2022, the Company had an accumulated deficit of $96,541,395. 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 considered whether or not there are conditions or events, in the aggregate, that raise substantial doubt about the entity’s ability to continue as a going concern, and concluded that there are none as it estimates that its cash and cash equivalents and marketable securities will be sufficient to fund its operating expenses and capital expenditure requirements for at least 12 months from the issuance date of the 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, 2022 | |
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 Annual Report on Form 10-K for the fiscal period ended December 31, 2021. 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, 2021. 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. 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 believed 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 prior to the IPO, and the right-to-use assets and operating lease liability. Actual results may differ materially and adversely from these estimates. Goodwill Goodwill represents the excess of the fair value of the acquiree over the recognized bases of the net identifiable assets acquired and includes the future economic benefits from other assets that could not be individually identified and separately recognized. Goodwill is not amortized, but instead is periodically reviewed for impairment and an impairment charge is recorded in the periods in which the recorded carrying value of goodwill exceeds its fair value. On a quarterly basis, the Company performs a review of its business to determine if events or changes in circumstances have occurred which could have a material adverse effect on the fair value of the Company and its goodwill. If such events or changes in circumstances were deemed to have occurred, the Company would perform an impairment test of goodwill as of the end of the quarter and record any noted impairment loss. The goodwill test is performed at least annually, or more frequently if events or changes in circumstances indicate that the asset might be impaired. The Company performs its annual impairment test during the fourth quarter of each fiscal year. There were no impairments in 2021. There were no triggering events identified in the third quarter. Deferred Offering Costs The Company capitalizes certain legal, professional, and other third-party charges related to ongoing equity financings as deferred offering costs until fully consummated. These costs are to be recorded as a reduction of the offering’s proceeds which are recorded to additional paid-in capital within stockholders’ equity. Should the Company choose not to initiate such financing, the deferred offering costs would be immediately expensed as operating expenses. On August 10, 2022, the Company entered into an Equity Distribution Agreement (“the Sales Agreement”) with Piper Sandler & Co, (“the Sales Agent”) to sell shares of the Company’s common stock, par value $0.001 per share, with aggregate gross sales proceeds of up to $50 million, from time to time, through an “at the market” equity offering program. Deferred offering costs associated with the Sales Agreement are reclassified to additional paid in capital on a pro-rata basis when the Company completes offerings under the Sales Agreement. Any remaining deferred costs will be expensed to the statement of operations should the planned offering be abandoned. The Company had approximately $0.3 million and $0 of deferred offering costs as of September 30, 2022 and 2021, respectively. 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 Accounting Standards Update (“ASU”) No. 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 2016-13, Financial Instruments - Credit Losses (Topic 326) will become effective for the Company on January 1, 2023. The Company is currently evaluating the new guidance and assessing the potential impact on its condensed consolidated financial statements. In January 2017, the FASB issued ASU 2017-04, Intangibles - Goodwill and Other (Topic 350 ) based on the excess of a reporting unit’s carrying amount over its fair value (i.e., measure the charge based on today’s Step 1). This update is effective for annual and interim impairment tests performed in periods beginning after December 15, 2022. Early adoption of the standard is permitted. The Company is currently evaluating the new guidance and assessing the potential impact on its condensed consolidated financial statements. |
Marketable Securities
Marketable Securities | 9 Months Ended |
Sep. 30, 2022 | |
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, 2022 consisted of the following: September 30, 2022 Amortized Cost Unrealized Gains Unrealized Losses Fair Value Assets: Current: U.S. Treasuries $ 25,425,287 $ - $ (115,102) $ 25,310,185 Government securities 8,057,184 - (16,444) 8,040,740 Commercial paper 7,439,442 - (10,927) 7,428,515 Total marketable securities $ 40,921,913 $ - $ (142,473) $ 40,779,440 Marketable securities as of December 31, 2021 consisted of the following: December 31, 2021 Amortized Cost Unrealized Gains Unrealized Losses Fair Value Assets: Current: U.S. Treasuries $ 42,147,385 $ - $ (28,575) $ 42,118,810 Government securities 19,218,057 - (13,689) 19,204,368 Commercial paper 12,992,165 57 (4,197) 12,988,025 Total Current 74,357,607 57 (46,461) 74,311,203 Non-current: U.S. Treasuries 999,186 - (2,626) 996,560 Total Non-current 999,186 - (2,626) 996,560 Total marketable securities $ 75,356,793 $ 57 $ (49,087) $ 75,307,763 |
Fair Value Measurements
Fair Value Measurements | 9 Months Ended |
Sep. 30, 2022 | |
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, 2022: Level 1 Level 2 Level 3 Total Assets: Cash equivalents Money market $ 27,020,980 $ - $ - $ 27,020,980 Total cash equivalents 27,020,980 - - 27,020,980 Marketable securities: U.S. Treasuries $ 25,310,185 $ - $ - $ 25,310,185 Government securities - 8,040,740 - 8,040,740 Commercial paper - 7,428,515 - 7,428,515 Total marketable securities 25,310,185 15,469,255 - 40,779,440 Total cash equivalents and marketable securities $ 52,331,165 $ 15,469,255 $ - $ 67,800,420 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 valuation procedures, we did not adjust or override any fair value measurements provided by the pricing services as of September 30, 2022. There have been no changes to the valuation methods during the nine months ended September 30, 2022. There were no transfers between Level 1 and Level 2 and we had no financial assets or liabilities The following table summarizes our cash equivalents and marketable securities measured at fair value on a recurring basis as of December 31, 2021: Level 1 Level 2 Level 3 Total Assets: Cash equivalents Money market $ 33,961,344 $ - $ - $ 33,961,344 Commercial paper - 2,000,000 - 2,000,000 Total cash equivalents 33,961,344 2,000,000 - 35,961,344 Marketable securities: U.S. Treasuries $ 43,115,370 $ - $ - $ 43,115,370 Government securities - 19,204,368 - 19,204,368 Commercial paper - 12,988,025 - 12,988,025 Total marketable securities 43,115,370 32,192,393 - 75,307,763 Total cash equivalents and marketable securities $ 77,076,714 $ 34,192,393 $ - $ 111,269,107 |
Property and Equipment, net
Property and Equipment, net | 9 Months Ended |
Sep. 30, 2022 | |
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, 2022 2021 Computer equipment $ 422,898 $ 281,666 Furniture and fixtures 91,317 84,477 Lab equipment 889,510 463,182 Leasehold improvements 250,898 152,117 Total 1,654,623 981,442 Accumulated depreciation (344,556) (174,219) Property and equipment, net $ 1,310,067 $ 807,223 Depreciation expense totaled $68,075 and $11,978 for the three months ended September 30, 2022 and 2021, respectively. Depreciation expense totaled $170,337 and $30,652 for the nine months ended September 30, 2022 and 2021, respectively. |
Business Combination
Business Combination | 9 Months Ended |
Sep. 30, 2022 | |
Business Combination | |
Business Combination. | Note 6 – Business Combination BioArkive Acquisition On December 22, 2021, the Company completed the acquisition of all outstanding shares of capital stock of BioArkive, Inc., a California corporation, for a market value of $8.75 million. BioArkive is a San Diego based contract research organization that has previously provided preclinical research services and biosample storage to the Company and other biotechnology companies. BioArkive has been fully integrated into the Company to exclusively support the Company's internal preclinical research activities for its oncology pipeline. In connection with the acquisition, the Company has assumed the obligations under BioArkive’s three lease agreements. The purchase price was paid by Immuneering through the issuance of an aggregate of 379,635 shares of Immuneering’s Class A common stock. The number of shares of common stock issued was calculated using a value based on the average of the daily volume weighted average prices of the common stock on the Nasdaq Stock Exchange for the 30-trading day period ending on and including the trading day immediately prior to the closing date. The sellers of BioArkive were restricted from selling these shares for a six-month period from the date of the acquisition. As such, we estimated that there was an approximate 10% discount for the lack of marketability of the shares. The fair value of the purchase price in the acquisition was $7,875,000. Prior to the acquisition, Brett Hall, Chief Scientific Officer of Immuneering and the Founder and Chairman of the board of directors of BioArkive, held the majority of the outstanding shares of BioArkive capital stock. BioArkive provided contract services to the Company. Research and development expenses in the consolidated statement of operations include the cost of services provided by BioArkive to the Company which amounted to $4,548,780 in 2021 through the date of the acquisition. The results of BioArkive’s operations are included in accounts payable or accrued contract research expenses in the consolidated balance sheets. Assets Acquired and Liabilities Assumed at Fair Value The BioArkive acquisition has been accounted for using the acquisition method of accounting. This method requires assets acquired and liabilities assumed in a business combination to be recognized at their fair values as of the acquisition date. As of March 31, 2022, the purchase accounting had been finalized, and there was an immaterial measurement period adjustment related to accrued expenses and goodwill. No other adjustments were identified. Intangible Assets The estimated fair value of the intangible assets was determined using the relief from royalty approach. Goodwill Goodwill is the excess of the consideration transferred over the net assets recognized and represents the expected cost savings of the combined company and assembled workforce. One of the key factors that contributes to the recognition of goodwill, and a driver for the Company's acquisition of BioArkive, is the planned investment in the internal preclinical research activities for our oncology pipeline. Goodwill recognized as a result of this acquisition is non-deductible for income tax purposes. Pro forma results are not presented for this acquisition as they are not material to the consolidated results of the Company’s operations. Preliminary Valuation Measurement Period Adjustment Final Valuation Weighted Average Life Cash $ 70,348 $ - $ 70,348 Other currents assets 225,790 - 225,790 Other long term assets 87,796 - 87,796 Property and equipment, net 727,539 - 727,539 Right of use assets 4,824,700 - 4,824,700 Intangible asset Technology 439,000 - 439,000 15 years Goodwill 6,701,726 11,295 6,690,431 Total assets acquired 13,076,899 11,295 13,065,604 Accounts payable, accrued expenses and other liabilities 69,714 (11,295) 58,419 Deferred tax liabilities 307,485 - 307,485 Lease liabilities 4,824,700 - 4,824,700 Net assets acquired $ 7,875,000 $ - $ 7,875,000 |
Accrued Expenses
Accrued Expenses | 9 Months Ended |
Sep. 30, 2022 | |
Accrued Expenses | |
Accrued Expenses | Note 7 – Accrued Expenses Accrued expenses consisted of the following: September 30, December 31, 2022 2021 Accrued professional services $ 467,658 $ 250,977 Accrued employee expenses 2,234,420 2,917,282 Accrued contract research expenses 1,691,583 585,416 Accrued other 170,475 211,772 Total $ 4,564,136 $ 3,965,447 |
Preferred Stock
Preferred Stock | 9 Months Ended |
Sep. 30, 2022 | |
Preferred Stock | |
Preferred Stock | Note 8 – Preferred Stock Series B Preferred Stock In April and May 2021, 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. Upon the closing of the IPO on August 3, 2021, all 8,528,078 shares of the Company’s convertible Series A and B Preferred Stock then outstanding automatically converted into 11,939,281 shares of Class A common stock. |
Common Stock
Common Stock | 9 Months Ended |
Sep. 30, 2022 | |
Common Stock. | |
Common Stock | Note 9 - 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, 2022 and December 31, 2021 of which 26,404,732 and 26,320,199 were issued outstanding As of September 30, 2022 and December 31, 2021, the following number of shares of Class A common stock have been reserved: September 30, December 31, 2022 2021 Exercise of common stock options 3,598,026 2,859,544 3,598,026 2,859,544 The Company had 20,000,000 authorized shares of Class B common stock, $0.001 par value per share as of September 30, 2022 and December 31, 2021, 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. IPO 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 of Directors to establish the rights, preferences and restrictions on any unissued series of Preferred Stock. Equity Offering On August 10, 2022, the Company entered into the Sales Agreement with the Sales Agent to sell shares of the Company’s common stock, par value $0.001 per share, with aggregate gross sales proceeds of up to $50 million, from time to time, through an “at the market” equity offering program. Subject to the terms and conditions of the Sales Agreement, the Sales Agent may sell the shares by methods deemed to be an “at the market offering” as defined in Rule 415 promulgated under the Securities Act, including sales made through The Nasdaq Global Market, on any other existing trading market for the common stock, to or through a market maker, or, if expressly authorized by the Company, in privately negotiated transactions. The Company or Sales Agent may terminate the Sales Agreement upon notice to the other party and subject to other conditions. The Company will pay the Sales Agent a commission equal to 3.0% of the gross proceeds of any Common Stock sold through the Sales Agent under the Sales Agreement and has provided the Sales Agent with customary indemnification rights. Issuance costs incurred related to the Sales Agreement are classified as long-term assets on the balance sheet at September 30, 2022. The Company had approximately $0.3 million and $0 of deferred offering costs as of September 30, 2022 and 2021, respectively. No shares were sold during the three and nine months ended September 30, 2022. |
Net Loss Per Share Attributable
Net Loss Per Share Attributable to Common Stockholders | 9 Months Ended |
Sep. 30, 2022 | |
Net Loss Per Share Attributable to Common Stockholders | |
Net Loss Per Share Attributable to Common Stockholders | Note 10 - 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, 2022 and 2021 as follows: Three Months Ended September 30, Nine Months Ended September 30, 2022 2021 2022 2021 Numerator: Net loss $ (12,844,330) $ (8,534,073) $ (37,268,007) $ (22,751,389) Denominator - basic and diluted: Weighted-average common shares outstanding, basic and diluted 26,394,490 18,286,352 26,380,101 9,445,862 Net loss per share - basic and diluted $ (0.49) $ (0.47) $ (1.41) $ (2.41) 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, 2022 and 2021: 2022 2021 Options to purchase common stock 3,598,026 2,763,245 Total shares of common stock equivalents 3,598,026 2,763,245 |
Stock-Based Compensation
Stock-Based Compensation | 9 Months Ended |
Sep. 30, 2022 | |
Stock-Based Compensation | |
Stock-Based Compensation | Note 11 – 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 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 was 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, 2022, there were 2,528,225 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, 2022, no shares had been issued under the 2021 ESPP. During the three and nine months ended September 30, 2022, the Company recognized stock-based compensation expense of $1,066,212 and $3,016,283, respectively. 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. As of September 30, 2022, compensation expense remaining to be recognized for outstanding stock options was $10,147,422 and to be recognized over a weighted-average period of 2.60 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, 2022, the Company granted 1,099,810 shares of stock options at a weighted-average grant date fair value of $9.39 . 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, 2022 and 2021: Nine Months Ended September 30, 2022 2021 Weighted-average risk-free interest rate 1.35% - 3.31% 0.885% - 1.71% Expected term (in years) 5.00 - 10 years 5.83 - 10 years Expected dividend yield 0% 0% Expected volatility 64.78% - 78.12% 68.92% - 80.99% The following table summarizes the stock option activity during the nine months ended September 30, 2022 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, 2021 2,859,544 $ 6.55 8.30 Granted 1,099,810 9.39 Exercised (84,533) 3.02 Cancelled (276,795) 9.41 Outstanding at September 30, 2022 3,598,026 $ 7.28 7.79 $ 25,888,461 Vested and exercisable at September 30, 2022 1,759,343 $ 5.17 6.78 $ 16,143,887 Vested and expected to vest at September 30, 2022 3,598,026 $ 7.28 7.79 $ 25,888,461 For the three and nine months ended September 30, 2022 and 2021, 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, 2022 2021 2022 2021 Cost of revenue $ 1,058 $ 38,507 $ 9,703 $ 83,389 Research and development 507,489 305,739 1,445,145 571,359 General and administrative 557,665 292,560 1,561,435 515,292 Total $ 1,066,212 $ 636,806 $ 3,016,283 $ 1,170,040 |
Commitments and Contingencies
Commitments and Contingencies | 9 Months Ended |
Sep. 30, 2022 | |
Commitments and Contingencies. | |
Commitments and Contingencies | Note 12 – Commitments and Contingencies Operating Leases The Company leases office space in Cambridge, Massachusetts, New York, New York and San Francisco, California, pursuant to short-term arrangements. The Cambridge and San Francisco leases are on a month-to-month basis, requiring one the lease term until March 31, 2023. 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, 2022, total future minimum lease payments for its short-term leases in Cambridge, Massachusetts, New York, New York and San Francisco, California was $26,556 due in 2022. In October 2020, the Company entered into an office lease (“Via Frontera Lease”) in San Diego, California with a lease term of 67 months. At the lease commencement date, a right-to-use asset and lease liability was recognized by the Company for $637,863. In January 2022, the Company exercised its option to terminate the Via Frontera Lease 20 months early. The lease will terminate on October 1, 2023. This was accounted for as a lease modification which reduces the term of the existing lease and the Company adjusted the value of its right-of-use asset and operating lease liability by $347,739 using an incremental borrowing rate of approximately 6% . The modification is reflected as a non-cash operating activity in the statement of cash flows for the nine months ended September 30, 2022. The Company subsequently entered into a sublease of the Via Frontera Lease, the term of which commenced in March 2022 and continues through the full remaining obligation. Sublease income will be accounted for as a reduction of rent expense in the statement of operations. As part of the BioArkive acquisition, the Company assumed the obligations of three leases in San Diego, California. One is for 38,613 square feet of office and laboratory space, under a lease that terminates on April 30, 2032, the second is for a 6,100 square feet of office and laboratory space under a lease that terminates on December 31, 2022 (the “Site 2 Lease”), and the third is for a lease for 4,760 square feet of office and laboratory space under a lease that terminates on March 31, 2024. As a result, the Company recorded right-to-use assets and lease liabilities of $4,824,700 on the acquisition date of December 22, 2021 Future minimum lease payments for operating leases with initial or remaining terms in excess of one year at September 30, 2022 were as follows: Amount Remainder of 2022 $ 129,815 2023 843,463 2024 732,546 2025 739,689 2026 761,877 Thereafter 4,467,246 Total future lease payments 7,674,636 Less: Imputed interest (2,823,289) Total lease liabilities $ 4,851,347 Current portion lease liability $ 308,694 Lease liability, noncurrent 4,542,653 Total lease liability $ 4,851,347 Quantitative information regarding the Company’s leases for the nine months ended September 30, 2022 and 2021 is as follows: September 30, September 30, 2022 2021 Lease costs: Operating lease cost $ 777,741 $ 102,753 Short-term lease cost 225,839 188,074 Sublease income (149,260) — Total lease costs $ 854,320 $ 290,827 Cash paid for amounts included in the measurement of lease liabilities: Operating cash flows from operating leases $ 479,976 $ 83,160 Operating cash flows from short-term leases 225,839 188,074 $ 705,815 $ 271,234 Weighted-average remaining lease term - operating leases 9.36 years 4.58 years Weighted-average discount rate - operating leases 9.3% 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. |
Summary of Significant Accoun_2
Summary of Significant Accounting Policies (Policies) | 9 Months Ended |
Sep. 30, 2022 | |
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 Annual Report on Form 10-K for the fiscal period ended December 31, 2021. |
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, 2021. 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. |
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 believed 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 prior to the IPO, and the right-to-use assets and operating lease liability. Actual results may differ materially and adversely from these estimates. |
Goodwill | Goodwill Goodwill represents the excess of the fair value of the acquiree over the recognized bases of the net identifiable assets acquired and includes the future economic benefits from other assets that could not be individually identified and separately recognized. Goodwill is not amortized, but instead is periodically reviewed for impairment and an impairment charge is recorded in the periods in which the recorded carrying value of goodwill exceeds its fair value. On a quarterly basis, the Company performs a review of its business to determine if events or changes in circumstances have occurred which could have a material adverse effect on the fair value of the Company and its goodwill. If such events or changes in circumstances were deemed to have occurred, the Company would perform an impairment test of goodwill as of the end of the quarter and record any noted impairment loss. The goodwill test is performed at least annually, or more frequently if events or changes in circumstances indicate that the asset might be impaired. The Company performs its annual impairment test during the fourth quarter of each fiscal year. There were no impairments in 2021. There were no triggering events identified in the third quarter. |
Deferred Offering Costs | Deferred Offering Costs The Company capitalizes certain legal, professional, and other third-party charges related to ongoing equity financings as deferred offering costs until fully consummated. These costs are to be recorded as a reduction of the offering’s proceeds which are recorded to additional paid-in capital within stockholders’ equity. Should the Company choose not to initiate such financing, the deferred offering costs would be immediately expensed as operating expenses. On August 10, 2022, the Company entered into an Equity Distribution Agreement (“the Sales Agreement”) with Piper Sandler & Co, (“the Sales Agent”) to sell shares of the Company’s common stock, par value $0.001 per share, with aggregate gross sales proceeds of up to $50 million, from time to time, through an “at the market” equity offering program. Deferred offering costs associated with the Sales Agreement are reclassified to additional paid in capital on a pro-rata basis when the Company completes offerings under the Sales Agreement. Any remaining deferred costs will be expensed to the statement of operations should the planned offering be abandoned. The Company had approximately $0.3 million and $0 of deferred offering costs as of September 30, 2022 and 2021, respectively. |
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 Accounting Standards Update (“ASU”) No. 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 2016-13, Financial Instruments - Credit Losses (Topic 326) will become effective for the Company on January 1, 2023. The Company is currently evaluating the new guidance and assessing the potential impact on its condensed consolidated financial statements. In January 2017, the FASB issued ASU 2017-04, Intangibles - Goodwill and Other (Topic 350 ) based on the excess of a reporting unit’s carrying amount over its fair value (i.e., measure the charge based on today’s Step 1). This update is effective for annual and interim impairment tests performed in periods beginning after December 15, 2022. Early adoption of the standard is permitted. The Company is currently evaluating the new guidance and assessing the potential impact on its condensed consolidated financial statements. |
Marketable Securities (Tables)
Marketable Securities (Tables) | 9 Months Ended |
Sep. 30, 2022 | |
Marketable Securities | |
Schedule of marketable securities | September 30, 2022 Amortized Cost Unrealized Gains Unrealized Losses Fair Value Assets: Current: U.S. Treasuries $ 25,425,287 $ - $ (115,102) $ 25,310,185 Government securities 8,057,184 - (16,444) 8,040,740 Commercial paper 7,439,442 - (10,927) 7,428,515 Total marketable securities $ 40,921,913 $ - $ (142,473) $ 40,779,440 December 31, 2021 Amortized Cost Unrealized Gains Unrealized Losses Fair Value Assets: Current: U.S. Treasuries $ 42,147,385 $ - $ (28,575) $ 42,118,810 Government securities 19,218,057 - (13,689) 19,204,368 Commercial paper 12,992,165 57 (4,197) 12,988,025 Total Current 74,357,607 57 (46,461) 74,311,203 Non-current: U.S. Treasuries 999,186 - (2,626) 996,560 Total Non-current 999,186 - (2,626) 996,560 Total marketable securities $ 75,356,793 $ 57 $ (49,087) $ 75,307,763 |
Fair Value Measurements (Tables
Fair Value Measurements (Tables) | 9 Months Ended |
Sep. 30, 2022 | |
Fair Value Measurements | |
Schedule of cash equivalents and marketable securities | Level 1 Level 2 Level 3 Total Assets: Cash equivalents Money market $ 27,020,980 $ - $ - $ 27,020,980 Total cash equivalents 27,020,980 - - 27,020,980 Marketable securities: U.S. Treasuries $ 25,310,185 $ - $ - $ 25,310,185 Government securities - 8,040,740 - 8,040,740 Commercial paper - 7,428,515 - 7,428,515 Total marketable securities 25,310,185 15,469,255 - 40,779,440 Total cash equivalents and marketable securities $ 52,331,165 $ 15,469,255 $ - $ 67,800,420 Level 1 Level 2 Level 3 Total Assets: Cash equivalents Money market $ 33,961,344 $ - $ - $ 33,961,344 Commercial paper - 2,000,000 - 2,000,000 Total cash equivalents 33,961,344 2,000,000 - 35,961,344 Marketable securities: U.S. Treasuries $ 43,115,370 $ - $ - $ 43,115,370 Government securities - 19,204,368 - 19,204,368 Commercial paper - 12,988,025 - 12,988,025 Total marketable securities 43,115,370 32,192,393 - 75,307,763 Total cash equivalents and marketable securities $ 77,076,714 $ 34,192,393 $ - $ 111,269,107 |
Property and Equipment, net (Ta
Property and Equipment, net (Tables) | 9 Months Ended |
Sep. 30, 2022 | |
Property and Equipment, net | |
Schedule of property and equipment, net | September 30, December 31, 2022 2021 Computer equipment $ 422,898 $ 281,666 Furniture and fixtures 91,317 84,477 Lab equipment 889,510 463,182 Leasehold improvements 250,898 152,117 Total 1,654,623 981,442 Accumulated depreciation (344,556) (174,219) Property and equipment, net $ 1,310,067 $ 807,223 |
Business Combination (Tables)
Business Combination (Tables) | 9 Months Ended |
Sep. 30, 2022 | |
Business Combination | |
Schedule of Assets Acquired and Liabilities Assumed at Fair Value | Preliminary Valuation Measurement Period Adjustment Final Valuation Weighted Average Life Cash $ 70,348 $ - $ 70,348 Other currents assets 225,790 - 225,790 Other long term assets 87,796 - 87,796 Property and equipment, net 727,539 - 727,539 Right of use assets 4,824,700 - 4,824,700 Intangible asset Technology 439,000 - 439,000 15 years Goodwill 6,701,726 11,295 6,690,431 Total assets acquired 13,076,899 11,295 13,065,604 Accounts payable, accrued expenses and other liabilities 69,714 (11,295) 58,419 Deferred tax liabilities 307,485 - 307,485 Lease liabilities 4,824,700 - 4,824,700 Net assets acquired $ 7,875,000 $ - $ 7,875,000 |
Accrued Expenses (Tables)
Accrued Expenses (Tables) | 9 Months Ended |
Sep. 30, 2022 | |
Accrued Expenses | |
Schedule of accrued expenses | September 30, December 31, 2022 2021 Accrued professional services $ 467,658 $ 250,977 Accrued employee expenses 2,234,420 2,917,282 Accrued contract research expenses 1,691,583 585,416 Accrued other 170,475 211,772 Total $ 4,564,136 $ 3,965,447 |
Common Stock (Tables)
Common Stock (Tables) | 9 Months Ended |
Sep. 30, 2022 | |
Common Stock. | |
Schedule of common stock for conversion of preferred stock, exercise of warrants and exercise of stock options | September 30, December 31, 2022 2021 Exercise of common stock options 3,598,026 2,859,544 3,598,026 2,859,544 |
Net Loss Per Share Attributab_2
Net Loss Per Share Attributable to Common Stockholders (Tables) | 9 Months Ended |
Sep. 30, 2022 | |
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, 2022 2021 2022 2021 Numerator: Net loss $ (12,844,330) $ (8,534,073) $ (37,268,007) $ (22,751,389) Denominator - basic and diluted: Weighted-average common shares outstanding, basic and diluted 26,394,490 18,286,352 26,380,101 9,445,862 Net loss per share - basic and diluted $ (0.49) $ (0.47) $ (1.41) $ (2.41) |
Schedule of potentially dilutive securities that have been excluded from the calculation of diluted net loss per share | 2022 2021 Options to purchase common stock 3,598,026 2,763,245 Total shares of common stock equivalents 3,598,026 2,763,245 |
Stock-Based Compensation (Table
Stock-Based Compensation (Tables) | 9 Months Ended |
Sep. 30, 2022 | |
Stock-Based Compensation | |
Schedule of assumptions in its application of the Black-Scholes option pricing model for grants | Nine Months Ended September 30, 2022 2021 Weighted-average risk-free interest rate 1.35% - 3.31% 0.885% - 1.71% Expected term (in years) 5.00 - 10 years 5.83 - 10 years Expected dividend yield 0% 0% Expected volatility 64.78% - 78.12% 68.92% - 80.99% |
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, 2021 2,859,544 $ 6.55 8.30 Granted 1,099,810 9.39 Exercised (84,533) 3.02 Cancelled (276,795) 9.41 Outstanding at September 30, 2022 3,598,026 $ 7.28 7.79 $ 25,888,461 Vested and exercisable at September 30, 2022 1,759,343 $ 5.17 6.78 $ 16,143,887 Vested and expected to vest at September 30, 2022 3,598,026 $ 7.28 7.79 $ 25,888,461 |
Summary of recognized share-based compensation expense recognized | Three Months Ended September 30, Nine Months Ended September 30, 2022 2021 2022 2021 Cost of revenue $ 1,058 $ 38,507 $ 9,703 $ 83,389 Research and development 507,489 305,739 1,445,145 571,359 General and administrative 557,665 292,560 1,561,435 515,292 Total $ 1,066,212 $ 636,806 $ 3,016,283 $ 1,170,040 |
Commitments and Contingencies (
Commitments and Contingencies (Tables) | 9 Months Ended |
Sep. 30, 2022 | |
Commitments and Contingencies. | |
Schedule of Maturities of the lease liabilities due | Amount Remainder of 2022 $ 129,815 2023 843,463 2024 732,546 2025 739,689 2026 761,877 Thereafter 4,467,246 Total future lease payments 7,674,636 Less: Imputed interest (2,823,289) Total lease liabilities $ 4,851,347 Current portion lease liability $ 308,694 Lease liability, noncurrent 4,542,653 Total lease liability $ 4,851,347 |
Schedule of Quantitative information regarding the Company's leases | September 30, September 30, 2022 2021 Lease costs: Operating lease cost $ 777,741 $ 102,753 Short-term lease cost 225,839 188,074 Sublease income (149,260) — Total lease costs $ 854,320 $ 290,827 Cash paid for amounts included in the measurement of lease liabilities: Operating cash flows from operating leases $ 479,976 $ 83,160 Operating cash flows from short-term leases 225,839 188,074 $ 705,815 $ 271,234 Weighted-average remaining lease term - operating leases 9.36 years 4.58 years Weighted-average discount rate - operating leases 9.3% 6.0% |
Organization and Nature of Bu_2
Organization and Nature of Business (Details) - USD ($) | 9 Months Ended | |||
Aug. 03, 2021 | Sep. 30, 2021 | Sep. 30, 2022 | Dec. 31, 2021 | |
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 | $ 96,541,395 | $ 59,273,388 | ||
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 - Narrative (Details) | 12 Months Ended |
Dec. 31, 2021 USD ($) | |
Summary of Significant Accounting Policies | |
Goodwill impairments | $ 0 |
Summary of Significant Accoun_4
Summary of Significant Accounting Policies - Deferred Offering Costs (Details) - USD ($) | 9 Months Ended | ||
Aug. 10, 2022 | Sep. 30, 2021 | Sep. 30, 2022 | |
Class of Stock [Line Items] | |||
Aggregate net proceeds | $ 120,318,750 | ||
Equity Distribution Agreement | Sandler and Co [Member] | |||
Class of Stock [Line Items] | |||
Common stock, par value per share (in dollars per share) | $ 0.001 | ||
Aggregate net proceeds | $ 50,000,000 | ||
Deferred offering costs | $ 0 | $ 300,000 |
Marketable Securities (Details)
Marketable Securities (Details) - USD ($) | 3 Months Ended | 9 Months Ended | |||
Sep. 30, 2022 | Sep. 30, 2021 | Sep. 30, 2022 | Sep. 30, 2021 | Dec. 31, 2021 | |
Marketable Securities | |||||
Impairment on available-for-sale marketable securities | $ 0 | $ 0 | $ 0 | $ 0 | |
Realized gains or losses on marketable securities | 0 | $ 0 | 0 | $ 0 | |
Marketable securities, current | |||||
Marketable securities at amortized cost, current | 40,921,913 | 40,921,913 | $ 74,357,607 | ||
Marketable securities unrealized gains, current | 57 | ||||
Marketable securities unrealized losses, current | (142,473) | (142,473) | (46,461) | ||
Marketable securities, current | 40,779,440 | 40,779,440 | 74,311,203 | ||
Marketable securities, non-current | |||||
Marketable securities at amortized cost, non-current | 999,186 | ||||
Marketable securities unrealized losses, non-current | (2,626) | ||||
Marketable securities, non-current | 996,560 | ||||
Marketable securities | |||||
Marketable securities at amortized cost | 75,356,793 | ||||
Marketable securities unrealized gains | 57 | ||||
Marketable securities unrealized losses | (49,087) | ||||
Marketable securities | 75,307,763 | ||||
U.S. Treasuries | |||||
Marketable securities, current | |||||
Marketable securities at amortized cost, current | 25,425,287 | 25,425,287 | 42,147,385 | ||
Marketable securities unrealized losses, current | (115,102) | (115,102) | (28,575) | ||
Marketable securities, current | 25,310,185 | 25,310,185 | 42,118,810 | ||
Marketable securities, non-current | |||||
Marketable securities at amortized cost, non-current | 999,186 | ||||
Marketable securities unrealized losses, non-current | (2,626) | ||||
Marketable securities, non-current | 996,560 | ||||
Government securities | |||||
Marketable securities, current | |||||
Marketable securities at amortized cost, current | 8,057,184 | 8,057,184 | 19,218,057 | ||
Marketable securities unrealized losses, current | (16,444) | (16,444) | (13,689) | ||
Marketable securities, current | 8,040,740 | 8,040,740 | 19,204,368 | ||
Commerical paper | |||||
Marketable securities, current | |||||
Marketable securities at amortized cost, current | 7,439,442 | 7,439,442 | 12,992,165 | ||
Marketable securities unrealized gains, current | 57 | ||||
Marketable securities unrealized losses, current | (10,927) | (10,927) | (4,197) | ||
Marketable securities, current | $ 7,428,515 | $ 7,428,515 | $ 12,988,025 |
Fair Value Measurements (Detail
Fair Value Measurements (Details) - USD ($) | 9 Months Ended | |
Sep. 30, 2022 | Dec. 31, 2021 | |
Assets: | ||
Financial assets classified as Level 3 | $ 0 | |
Financial liabilities classified as Level 3 | 0 | |
Marketable securities | $ 75,307,763 | |
Recurring | ||
Assets: | ||
Total cash equivalents | 27,020,980 | 35,961,344 |
Total marketable securities | 40,779,440 | 75,307,763 |
Total cash equivalents and marketable securities | 67,800,420 | 111,269,107 |
Recurring | Money market | ||
Assets: | ||
Total cash equivalents | 27,020,980 | 33,961,344 |
Recurring | Commerical paper | ||
Assets: | ||
Total cash equivalents | 2,000,000 | |
Total marketable securities | 7,428,515 | 12,988,025 |
Recurring | U.S. Treasuries | ||
Assets: | ||
Total marketable securities | 25,310,185 | 43,115,370 |
Recurring | Government securities | ||
Assets: | ||
Total marketable securities | 8,040,740 | 19,204,368 |
Recurring | Level 1 | ||
Assets: | ||
Total cash equivalents | 27,020,980 | 33,961,344 |
Total marketable securities | 25,310,185 | 43,115,370 |
Total cash equivalents and marketable securities | 52,331,165 | 77,076,714 |
Recurring | Level 1 | Money market | ||
Assets: | ||
Total cash equivalents | 27,020,980 | 33,961,344 |
Recurring | Level 1 | U.S. Treasuries | ||
Assets: | ||
Total marketable securities | 25,310,185 | 43,115,370 |
Recurring | Level 2 | ||
Assets: | ||
Total cash equivalents | 2,000,000 | |
Total marketable securities | 15,469,255 | 32,192,393 |
Total cash equivalents and marketable securities | 15,469,255 | 34,192,393 |
Recurring | Level 2 | Commerical paper | ||
Assets: | ||
Total cash equivalents | 2,000,000 | |
Total marketable securities | 7,428,515 | 12,988,025 |
Recurring | Level 2 | Government securities | ||
Assets: | ||
Total marketable securities | $ 8,040,740 | $ 19,204,368 |
Property and Equipment, net (De
Property and Equipment, net (Details) - USD ($) | Sep. 30, 2022 | Dec. 31, 2021 |
Property and Equipment, net | ||
Property and equipment, gross | $ 1,654,623 | $ 981,442 |
Accumulated depreciation | (344,556) | (174,219) |
Property and equipment, net | 1,310,067 | 807,223 |
Computer equipment | ||
Property and Equipment, net | ||
Property and equipment, gross | 422,898 | 281,666 |
Furniture and fixtures | ||
Property and Equipment, net | ||
Property and equipment, gross | 91,317 | 84,477 |
Lab equipment | ||
Property and Equipment, net | ||
Property and equipment, gross | 889,510 | 463,182 |
Leasehold improvements | ||
Property and Equipment, net | ||
Property and equipment, gross | $ 250,898 | $ 152,117 |
Property and Equipment, net - D
Property and Equipment, net - Depreciation (Details) - USD ($) | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2022 | Sep. 30, 2021 | Sep. 30, 2022 | Sep. 30, 2021 | |
Property and Equipment, net | ||||
Depreciation expense | $ 68,075 | $ 11,978 | $ 170,337 | $ 30,652 |
Business Combination - Narrativ
Business Combination - Narrative (Details) | 12 Months Ended | |
Dec. 22, 2021 USD ($) agreement shares | Dec. 31, 2021 USD ($) | |
BioArkive Inc | Research and development | ||
Business Acquisition [Line Items] | ||
Amount of related party expenses | $ 4,548,780 | |
BioArkive Inc | ||
Business Acquisition [Line Items] | ||
Market value of acquisition | $ 8,750,000 | |
Number of lease obligations acquired | agreement | 3 | |
Shares issued | shares | 379,635 | |
Trading days for share price | 30 days | |
Lock in period for shares issued | 6 months | |
Shares issued discount due to lack of marketability | 10% | |
Consideration transferred | $ 7,875,000 |
Business Combination - Assets A
Business Combination - Assets Acquired and Liabilities Assumed (Details) - USD ($) | 9 Months Ended | ||
Dec. 22, 2021 | Sep. 30, 2022 | Dec. 31, 2021 | |
Intangible asset | |||
Goodwill | $ 6,690,431 | $ 6,701,726 | |
BioArkive Inc | |||
Assets Acquired and Liabilities Assumed at Fair Value | |||
Cash | $ 70,348 | 70,348 | |
Other currents assets | 225,790 | 225,790 | |
Other long term assets | 87,796 | 87,796 | |
Property and equipment, net | 727,539 | 727,539 | |
Right of use assets | 4,824,700 | 4,824,700 | |
Intangible asset | |||
Technology | 439,000 | 439,000 | |
Goodwill | 6,701,726 | 6,690,431 | |
Total assets acquired | 13,076,899 | 13,065,604 | |
Accounts payable, accrued expenses and other liabilities | 69,714 | 58,419 | |
Deferred tax liabilities | 307,485 | 307,485 | |
Lease liabilities | 4,824,700 | 4,824,700 | |
Net assets acquired | $ 7,875,000 | 7,875,000 | |
Decrease in goodwill | 11,295 | ||
Decrease in liabilities | $ (11,295) | ||
Weighted Average Life, technology | 15 years |
Accrued Expenses (Details)
Accrued Expenses (Details) - USD ($) | Sep. 30, 2022 | Dec. 31, 2021 |
Accrued Expenses | ||
Accrued professional services | $ 467,658 | $ 250,977 |
Accrued employee expenses | 2,234,420 | 2,917,282 |
Accrued contract research expenses | 1,691,583 | 585,416 |
Accrued other | 170,475 | 211,772 |
Total | $ 4,564,136 | $ 3,965,447 |
Preferred Stock - Series B (Det
Preferred Stock - Series B (Details) - USD ($) | 2 Months Ended | 9 Months Ended | |
May 31, 2021 | Sep. 30, 2022 | Aug. 03, 2021 | |
Temporary Equity [Line Items] | |||
Issuance costs | $ 54,600 | ||
Shares issued upon conversion | 11,939,281 | ||
Temporary Equity, Shares Outstanding | 8,528,078 | ||
Series B Preferred Stock Tranche Two | |||
Temporary Equity [Line Items] | |||
Convertible preferred stock, issued (in shares) | 2,412,853 | ||
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, 2022 Vote $ / shares shares | Dec. 31, 2021 Vote $ / shares shares | |
Class of Stock [Line Items] | ||
Common stock, shares authorized (in shares) | 200,000,000 | 200,000,000 |
Common stock, par value per share (in dollars per share) | $ / shares | $ 0.001 | $ 0.001 |
Common stock, shares issued (in shares) | 26,404,732 | 26,320,199 |
Common stock, shares outstanding (in shares) | 26,404,732 | 26,320,199 |
Number of votes | Vote | 1 | 1 |
Common Stock (Details)
Common Stock (Details) - shares | Sep. 30, 2022 | Dec. 31, 2021 |
Class of Stock [Line Items] | ||
Shares reserved for future issuance | 3,598,026 | 2,859,544 |
Common stock options | ||
Class of Stock [Line Items] | ||
Shares reserved for future issuance | 3,598,026 | 2,859,544 |
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, 2022 Vote $ / shares shares | Dec. 31, 2021 Vote $ / shares shares | |
Class of Stock [Line Items] | ||
Common stock, shares authorized (in shares) | 20,000,000 | 20,000,000 |
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 - IPO (Details)
Common Stock - IPO (Details) - USD ($) | Aug. 03, 2021 | Sep. 30, 2022 | Dec. 31, 2021 |
Class of Stock [Line Items] | |||
Convertible preferred stock, outstanding (in shares) | 8,528,078 | ||
Preferred stock authorized (in shares) | 10,000,000 | 10,000,000 | |
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 | 200,000,000 | |
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 | 20,000,000 | |
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 |
Common Stock - Equity Offering
Common Stock - Equity Offering (Details) - USD ($) | 3 Months Ended | 9 Months Ended | ||
Aug. 10, 2022 | Sep. 30, 2022 | Sep. 30, 2022 | Sep. 30, 2021 | |
Class of Stock [Line Items] | ||||
Aggregate net proceeds | $ 120,318,750 | |||
At the market offering | ||||
Class of Stock [Line Items] | ||||
Common stock, par value per share (in dollars per share) | $ 0.001 | |||
Aggregate gross sales proceeds | $ 50,000,000 | |||
Percentage on gross proceeds from common stock sold for sales agent commission | 3% | |||
Deferred offering costs | $ 300,000 | $ 300,000 | $ 0 | |
Shares sold | 0 | 0 |
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, 2022 | Jun. 30, 2022 | Mar. 31, 2022 | Sep. 30, 2021 | Jun. 30, 2021 | Mar. 31, 2021 | Sep. 30, 2022 | Sep. 30, 2021 | |
Numerator: | ||||||||
Net loss | $ (12,844,330) | $ (11,527,303) | $ (12,896,374) | $ (8,534,073) | $ (7,987,665) | $ (6,229,651) | $ (37,268,007) | $ (22,751,389) |
Denominator - basic and diluted: | ||||||||
Weighted-average common shares outstanding, basic | 26,394,490 | 18,286,352 | 26,380,101 | 9,445,862 | ||||
Weighted-average common shares outstanding, diluted | 26,394,490 | 18,286,352 | 26,380,101 | 9,445,862 | ||||
Net loss per share, basic | $ (0.49) | $ (0.47) | $ (1.41) | $ (2.41) | ||||
Net loss per share, diluted | $ (0.49) | $ (0.47) | $ (1.41) | $ (2.41) |
Net Loss Per Share Attributab_4
Net Loss Per Share Attributable to Common Stockholders - Antidilutive effect (Details) - shares | 9 Months Ended | |
Sep. 30, 2022 | Sep. 30, 2021 | |
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | ||
Total shares of common stock equivalents | 3,598,026 | 2,763,245 |
Common stock options | ||
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | ||
Total shares of common stock equivalents | 3,598,026 | 2,763,245 |
Stock-Based Compensation - Narr
Stock-Based Compensation - Narratives (Details) - USD ($) | 3 Months Ended | 9 Months Ended | ||||
Jul. 23, 2021 | Sep. 30, 2022 | Sep. 30, 2021 | Sep. 30, 2022 | Sep. 30, 2021 | Dec. 31, 2021 | |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||||
Stock-based compensation expense | $ 1,066,212 | $ 636,806 | $ 3,016,283 | $ 1,170,040 | ||
Granted (in shares) | 1,099,810 | |||||
Grant date weighted average fair value | $ 9.39 | |||||
Shares reserved for future issuance | 3,598,026 | 3,598,026 | 2,859,544 | |||
Incentive Plan | ||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||||
Vesting period | 4 years | |||||
Option available for future grant | 2,825,173 | 2,825,173 | ||||
Stock-based compensation expense | $ 1,066,212 | $ 636,806 | $ 3,016,283 | $ 1,170,040 | ||
Compensation expense remaining to be recognized | $ 10,147,422 | $ 10,147,422 | ||||
Compensation expense recognized over a weighted-average period | 2 years 7 months 6 days | |||||
2021 ESPP | Class A Common Stock | ||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||||
Granted (in shares) | 0 | |||||
Shares reserved for future issuance | 250,000 | |||||
Aggregate number of shares outstanding (as a percent) | 1% | |||||
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 | 2,528,225 | 2,528,225 | ||||
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% | |||||
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, 2022 | Sep. 30, 2021 | |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||
Weighted-average risk-free interest rate, minimum | 1.35% | 0.885% |
Weighted-average risk-free interest rate, maximum | 3.31% | 1.71% |
Expected dividend yield | 0% | 0% |
Expected volatility, minimum | 64.78% | 68.92% |
Expected volatility, maximum | 78.12% | 80.99% |
Minimum | ||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||
Expected term (in years) | 5 years | 5 years 9 months 29 days |
Maximum | ||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||
Expected term (in years) | 10 years | 10 years |
Stock-Based Compensation - stoc
Stock-Based Compensation - stock option activity (Details) | 9 Months Ended | 12 Months Ended |
Sep. 30, 2022 USD ($) $ / shares shares | Dec. 31, 2021 $ / shares shares | |
Number of options | ||
Outstanding at the beginning (in shares) | shares | 2,859,544 | |
Granted (in shares) | shares | 1,099,810 | |
Exercised (in shares) | shares | (84,533) | |
Cancelled (in shares) | shares | (276,795) | |
Outstanding at the end (in shares) | shares | 3,598,026 | 2,859,544 |
Vested and exercisable (in shares) | shares | 1,759,343 | |
Vested and expected to vest (in shares) | shares | 3,598,026 | |
Weighted Average Exercise Price per Share | ||
Weighted Average Exercise Price per Share Outstanding at the beginning (in dollars per share) | $ / shares | $ 6.55 | |
Weighted Average Exercise Price per Share Granted (in dollars per share) | $ / shares | 9.39 | |
Weighted Average Exercise Price per Share Exercised (in dollars per share) | $ / shares | 3.02 | |
Weighted Average Exercise Price per Share Cancelled (in dollars per share) | $ / shares | 9.41 | |
Weighted Average Exercise Price per Share Outstanding at the end (in dollars per share) | $ / shares | 7.28 | $ 6.55 |
Weighted Average Exercise Price per Share Vested and Exercisable (in dollars per share) | $ / shares | 5.17 | |
Weighted Average Exercise Price per Share Vested and Expected to Vest exercisable (in dollars per share) | $ / shares | $ 7.28 | |
Weighted Average Remaining Contractual Contractual Term | ||
Weighted Average Remaining Contractual Term (in years) | 8 years 3 months 18 days | |
Weighted Average Remaining Contractual Term Repurchased (in Years) | 7 years 9 months 14 days | |
Weighted Average Remaining Contractual Term, Vested and exercisable (in Years) | 6 years 9 months 10 days | |
Weighted Average Remaining Contractual Term, Vested and expected to vest (in Years) | 7 years 9 months 14 days | |
Aggregate Intrinsic Value | ||
Aggregate Intrinsic Value Outstanding | $ | $ 25,888,461 | |
Aggregate Intrinsic Value Vested and exercisable | $ | 16,143,887 | |
Aggregate Intrinsic Value Vested and expected to vest | $ | $ 25,888,461 |
Stock-Based Compensation - Shar
Stock-Based Compensation - Share-based compensation expense (Details) - USD ($) | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2022 | Sep. 30, 2021 | Sep. 30, 2022 | Sep. 30, 2021 | |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||
Share-based compensation expense | $ 1,066,212 | $ 636,806 | $ 3,016,283 | $ 1,170,040 |
Cost of revenue | ||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||
Share-based compensation expense | 1,058 | 38,507 | 9,703 | 83,389 |
Research and development | ||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||
Share-based compensation expense | 507,489 | 305,739 | 1,445,145 | 571,359 |
General and administrative | ||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||
Share-based compensation expense | $ 557,665 | $ 292,560 | $ 1,561,435 | $ 515,292 |
Commitments and Contingencies -
Commitments and Contingencies - Narratives (Details) | 1 Months Ended | 9 Months Ended | |||
Jan. 31, 2022 USD ($) | Sep. 30, 2022 USD ($) | Dec. 31, 2021 USD ($) | Dec. 22, 2021 USD ($) ft² agreement | Oct. 31, 2020 USD ($) | |
Lessee, Lease, Description [Line Items] | |||||
Notice period for termination of lease | 1 month | ||||
Minimum lease payment due 2022 | $ 129,815 | ||||
Right of use asset | 4,512,883 | $ 5,324,198 | |||
Lease liability | 4,851,347 | ||||
Decrease in right-of-use asset | $ 347,739 | ||||
Incremental borrowing rate | 6% | ||||
BioArkive Inc | |||||
Lessee, Lease, Description [Line Items] | |||||
Right of use asset | $ 4,824,700 | ||||
Lease liability | $ 4,824,700 | ||||
Number of lease obligations assumed | agreement | 3 | ||||
Lease Termination on April 30, 2032 [Member] | |||||
Lessee, Lease, Description [Line Items] | |||||
Area of Property Under Lease | ft² | 38,613 | ||||
Lease Termination on December 31, 2022 [Member] | |||||
Lessee, Lease, Description [Line Items] | |||||
Area of Property Under Lease | ft² | 6,100 | ||||
Lease Termination on March 31, 2024 [Member] | |||||
Lessee, Lease, Description [Line Items] | |||||
Area of Property Under Lease | ft² | 4,760 | ||||
Office Space In Cambridge, Massachusetts, New York, San Francisco, California [Member] | |||||
Lessee, Lease, Description [Line Items] | |||||
Minimum lease payment due 2022 | $ 26,556 | ||||
Office And Laboratory Space in San Diego California [Member] | |||||
Lessee, Lease, Description [Line Items] | |||||
Period of lease modification | 20 months | ||||
2020 San Diego Lease | |||||
Lessee, Lease, Description [Line Items] | |||||
Lease term | 67 months | ||||
Right of use asset | $ 637,863 |
Commitments and Contingencies_2
Commitments and Contingencies - Maturities of the lease liabilities due (Details) - USD ($) | Sep. 30, 2022 | Dec. 31, 2021 |
Commitments and Contingencies. | ||
Remainder of 2022 | $ 129,815 | |
2023 | 843,463 | |
2024 | 732,546 | |
2025 | 739,689 | |
2026 | 761,877 | |
Thereafter | 4,467,246 | |
Total future lease payments | 7,674,636 | |
Less: Imputed interest | (2,823,289) | |
Total lease liabilities | 4,851,347 | |
Current portion lease liability | 308,694 | $ 274,039 |
Lease liability, noncurrent | $ 4,542,653 | $ 5,090,897 |
Commitments and Contingencies_3
Commitments and Contingencies - Lease cost and contract termination (Details) - USD ($) | 9 Months Ended | |
Sep. 30, 2022 | Sep. 30, 2021 | |
Lease costs: | ||
Operating lease cost | $ 777,741 | $ 102,753 |
Short-term lease cost | 225,839 | 188,074 |
Sublease income | (149,260) | |
Total lease costs | 854,320 | 290,827 |
Cash paid for amounts included in the measurement of lease liabilities: | ||
Operating cash flows from operating leases | 479,976 | 83,160 |
Operating cash flows from short-term leases | 225,839 | 188,074 |
Total lease Payment | $ 705,815 | $ 271,234 |
Weighted-average remaining lease term - operating leases | 9 years 4 months 9 days | 4 years 6 months 29 days |
Weighted-average discount rate - operating leases | 9.30% | 6% |
Notice Period For Contract Termination | 30 days |