Cover Page
Cover Page | 6 Months Ended |
Jun. 30, 2021 | |
Cover [Abstract] | |
Document Type | S-1 |
Amendment Flag | false |
Entity Registrant Name | Renovacor, Inc. |
Entity Central Index Key | 0001799850 |
Entity Filer Category | Non-accelerated Filer |
Entity Small Business | true |
Entity Emerging Growth Company | true |
Entity Ex Transition Period | false |
Condensed Balance Sheets
Condensed Balance Sheets - USD ($) | Jun. 30, 2021 | Dec. 31, 2020 | Dec. 31, 2019 | ||
Current assets: | |||||
Prepaids and other current assets | $ 545,282 | $ 107,296 | [1] | $ 99,444 | |
Cash | 448,800 | 5,383,877 | [1] | 2,160,885 | |
Total current assets | 994,082 | 5,491,173 | [1] | 2,260,329 | |
Property and equipment, net | 129 | 548 | [1] | 1,385 | |
Deferred merger costs | 2,324,118 | 0 | [1] | ||
Total assets | 3,318,329 | 5,491,721 | [1] | 2,261,714 | |
Current liabilities: | |||||
Accounts payable | 2,591,852 | 136,829 | [1] | 355,342 | |
Accrued expenses | 636,188 | 56,875 | [1] | 39,085 | |
Total current liabilities | 3,228,040 | 193,704 | [1] | 394,427 | |
Total liabilities | 3,228,040 | 193,704 | [1] | 394,427 | |
Commitments and contingencies (Note 6) | [1] | ||||
Convertible preferred stock | 10,073,820 | 10,073,820 | [1] | 3,438,782 | |
Stockholders' Equity (Deficit): | |||||
Common stock | 198 | 195 | [1] | 194 | |
Additional paid-in capital | 312,877 | 120,747 | [1] | 95,213 | |
Accumulated deficit | (10,296,606) | (4,896,745) | [1] | (1,666,902) | |
Total stockholders' deficit | (9,983,531) | (4,775,803) | [1] | (1,571,495) | |
Total liabilities, convertible preferred stock, and stockholders' deficit | 3,318,329 | 5,491,721 | [1] | 2,261,714 | |
Chardan Healthcare Acquisition 2 Corp. [Member] | |||||
Current assets: | |||||
Cash | 304,575 | 687,313 | 22,705 | ||
Prepaid expenses | 0 | 30,217 | 2,225 | ||
Total current assets | 304,575 | 717,530 | 24,930 | ||
Investments held in Trust Account | 86,254,797 | 86,247,631 | |||
Total assets | 86,559,372 | 86,965,161 | 24,930 | ||
Current liabilities: | |||||
Current liabilities—accounts payable and accrued expenses | 1,917,910 | 359,438 | 2,400 | ||
Promissory note—related party | 500,000 | 500,000 | |||
Warrant liabilities | 3,745,000 | 4,025,000 | |||
Total liabilities | 6,162,910 | 859,438 | 2,400 | ||
Commitments | |||||
Common stock, $0.0001 par value, subject to possible redemption; 8,622,644 and 7,708,072 shares at redemption value at June 30, 2021 and December 31, 2020, respectively | 81,105,720 | ||||
Stockholders' Equity (Deficit): | |||||
Preferred stock | 0 | ||||
Common stock | 215 | 307 | |||
Common stock | [2] | 266 | 500 | ||
Additional paid-in capital | 24,785 | 8,417,293 | |||
Additional paid-in capital | 5,782,977 | 24,500 | |||
Accumulated deficit | (5,883,335) | (3,417,597) | |||
Accumulated deficit | (783,240) | (2,470) | |||
Total stockholders' deficit | (5,858,335) | 5,000,003 | 22,530 | ||
Total liabilities, convertible preferred stock, and stockholders' deficit | 86,559,372 | 86,965,161 | $ 24,930 | ||
Chardan Healthcare Acquisition 2 Corp. [Member] | Previously Reported [Member] | |||||
Current liabilities: | |||||
Total liabilities | 4,884,438 | ||||
Chardan Healthcare Acquisition 2 Corp. [Member] | Common Stock Subject to Possible Redemption [Member] | |||||
Commitments | |||||
Common stock, $0.0001 par value, subject to possible redemption; 8,622,644 and 7,708,072 shares at redemption value at June 30, 2021 and December 31, 2020, respectively | $ 86,254,797 | $ 77,080,720 | |||
[1] | The condensed balance sheet at December 31, 2020 has been derived from the audited financial statements at that date. | ||||
[2] | Common stock balance at December 31, 2019, included 2,556,250 shares which were cancelled in April of 2020 and 318,750 shares that were subject to forfeiture to the extent that the underwriters’ over-allotment was not exercised in full (Note 5). |
Condensed Balance Sheets (Paren
Condensed Balance Sheets (Parentheticals) - USD ($) | Jun. 30, 2021 | Dec. 31, 2020 | Dec. 31, 2019 |
Common stock, par value (in Dollars per share) | $ 0.0001 | $ 0.0001 | $ 0.0001 |
Preferred stock, authorized | 0 | ||
Preferred stock, outstanding | 0 | ||
Common stock, authorized | 6,000,000 | 6,000,000 | 5,500,000 |
Common stock, issued | 1,987,636 | 1,953,368 | 1,933,988 |
Common stock, outstanding | 1,987,636 | 1,953,368 | 1,933,988 |
Convertible Preferred Stock [Member] | |||
Temporary equity, par value (in Dollars per share) | $ 0.0001 | $ 0.0001 | $ 0.0001 |
Temporary equity, authorized | 3,333,283 | 3,333,283 | 2,718,286 |
Temporary equity, issued | 2,578,518 | 2,578,518 | 934,803 |
Temporary equity, outstanding | 2,578,518 | 2,578,518 | 934,803 |
Temporary equity liquidation preference | $ 11,280,370 | $ 10,922,339 | |
Chardan Healthcare Acquisition 2 Corp. [Member] | |||
Common stock subject to possible redemption | 8,110,572 | 0 | |
Common stock, par value (in Dollars per share) | $ 0.0001 | $ 0.0001 | $ 0.0001 |
Preferred stock, par value (in Dollars per share) | $ 0.0001 | $ 0.0001 | $ 0.0001 |
Preferred stock, authorized | 1,000,000 | 1,000,000 | 1,000,000 |
Preferred stock, issued | 0 | 0 | 0 |
Preferred stock, outstanding | 0 | 0 | 0 |
Common stock, authorized | 30,000,000 | 30,000,000 | |
Common stock, issued | 2,667,733 | 5,000,000 | |
Common stock, outstanding | 2,667,733 | 5,000,000 | |
Included an aggregate of shares that were subject to forfeiture | 2,556,250 | ||
Cancelled aggregate of shares that were subject to forfeiture | 318,750 | ||
Chardan Healthcare Acquisition 2 Corp. [Member] | Common Stock [Member] | |||
Common stock subject to possible redemption | 8,622,644 | 7,708,072 | |
Common stock, authorized | 30,000,000 | 30,000,000 | |
Common stock, issued | 2,155,661 | 3,070,233 | |
Common stock, outstanding | 2,155,661 | 3,070,233 |
Condensed Statements of Operati
Condensed Statements of Operations (Unaudited) - USD ($) | 3 Months Ended | 6 Months Ended | 12 Months Ended | |||||
Jun. 30, 2021 | Jun. 30, 2020 | Jun. 30, 2021 | Jun. 30, 2020 | Dec. 31, 2020 | Dec. 31, 2019 | |||
Operating expenses: | ||||||||
Research and development | $ 4,487,936 | $ 976,517 | $ 2,424,567 | $ 652,709 | ||||
General and administrative | 911,925 | 399,623 | 805,276 | 908,548 | ||||
Loss from operations | (5,399,861) | (1,376,140) | (3,229,843) | (1,561,257) | ||||
Other income: | ||||||||
Net (loss) income | (5,399,861) | (1,376,140) | (3,229,843) | (1,561,257) | ||||
Cumulative preferred stock dividends | (358,032) | (131,633) | (339,388) | (101,112) | ||||
Net loss attributable to common stockholders | $ (5,757,893) | $ (1,507,773) | $ (3,569,231) | $ (1,662,369) | ||||
Net loss per share - basic and diluted | $ (2.94) | $ (0.84) | $ (1.94) | $ (1.04) | ||||
Weighted-average number of common shares used in computing net loss per share applicable to common stockholders - basic and diluted | 1,955,906 | 1,799,752 | 1,838,075 | 1,596,991 | ||||
Chardan Healthcare Acquisition 2 Corp. [Member] | ||||||||
Operating costs | $ 1,061,088 | $ 82,342 | $ 1,932,184 | $ 99,265 | $ 801,961 | $ 520 | ||
Franchise tax expense | 25,000 | 39,243 | ||||||
Operating expenses: | ||||||||
Loss from operations | (1,086,088) | (82,342) | (1,971,427) | (99,265) | (801,961) | (520) | ||
Change in fair value of warrant liabilities | 595,000 | (35,000) | 280,000 | (35,000) | ||||
Other income: | ||||||||
Interest earned on marketable securities held in Trust Account | 3,083 | 11,550 | 7,166 | 11,550 | 21,191 | |||
Fair value in excess of consideration recorded on the issuance of private warrants | (1,680,000) | (1,680,000) | ||||||
Transaction costs | (9,357) | (9,357) | ||||||
Net (loss) income | $ (488,005) | $ (1,795,149) | $ (1,684,261) | $ (1,812,072) | $ (780,770) | $ (520) | ||
Basic and diluted weighted average shares outstanding, Redeemable Common Stock (in Shares) | 8,622,644 | 3,913,315 | 8,167,884 | 3,913,315 | ||||
Basic and diluted net earnings per share, Redeemable Common Stock (in Dollars per share) | $ 0 | $ 0 | $ 0 | $ 0 | ||||
Net loss per share - basic and diluted | $ (0.21) | $ (0.46) | $ (0.63) | $ (0.46) | $ (0.24) | $ 0 | ||
Weighted-average number of common shares used in computing net loss per share applicable to common stockholders - basic and diluted | 2,155,661 | 3,913,315 | 2,610,421 | 3,913,315 | 3,291,003 | [1] | 4,681,250 | [1] |
[1] | Excludes an aggregate of 8,110,572 shares subject to possible redemption at December 31, 2020. |
Condensed Statements of Opera_2
Condensed Statements of Operations (Unaudited) (Parenthetical) | Dec. 31, 2020shares |
Chardan Healthcare Acquisition 2 Corp. [Member] | |
Excludes an aggregate of shares subject to possible redemption | 8,110,572 |
Condensed Statements of Convert
Condensed Statements of Convertible Preferred Stock and Stockholders' Deficit (Unaudited) - USD ($) | Total | Convertible Preferred Stock [Member] | Common Stock | Additional Paid-in Capital | Accumulated Deficit | Chardan Healthcare Acquisition 2 Corp. [Member] | Chardan Healthcare Acquisition 2 Corp. [Member]Revision of Prior Period, Adjustment [Member] | Chardan Healthcare Acquisition 2 Corp. [Member]Common Stock | Chardan Healthcare Acquisition 2 Corp. [Member]Common StockRevision of Prior Period, Adjustment [Member] | Chardan Healthcare Acquisition 2 Corp. [Member]Additional Paid-in Capital | Chardan Healthcare Acquisition 2 Corp. [Member]Additional Paid-in CapitalRevision of Prior Period, Adjustment [Member] | Chardan Healthcare Acquisition 2 Corp. [Member]Accumulated Deficit | Chardan Healthcare Acquisition 2 Corp. [Member]Accumulated DeficitRevision of Prior Period, Adjustment [Member] | |
Balances at Dec. 31, 2018 | $ (68,086) | $ 184 | $ 37,375 | $ (105,645) | $ 23,050 | $ 500 | $ 24,500 | $ (1,950) | ||||||
Balances (in Shares) at Dec. 31, 2018 | 1,836,109 | 5,000,000 | ||||||||||||
Temporary equity, Balances at Dec. 31, 2018 | $ 0 | |||||||||||||
Temporary equity, Balances (in Shares) at Dec. 31, 2018 | 0 | |||||||||||||
Series A Preferred Stock, net of issuance costs | $ 3,438,782 | |||||||||||||
Series A Preferred Stock, net of issuance costs (in Shares) | 934,803 | |||||||||||||
Stock-based compensation | 571 | 571 | ||||||||||||
Vesting of restricted common stock | 18,125 | 18,125 | ||||||||||||
Issuance of common stock in exchange for license rights | 39,152 | $ 10 | 39,142 | |||||||||||
Issuance of common stock in exchange for license rights (in Shares) | 97,879 | |||||||||||||
Net loss | (1,561,257) | (1,561,257) | (520) | (520) | ||||||||||
Balances at Dec. 31, 2019 | (1,571,495) | $ 194 | 95,213 | (1,666,902) | 22,530 | $ 500 | 24,500 | (2,470) | ||||||
Balances (in Shares) at Dec. 31, 2019 | 1,933,988 | 5,000,000 | ||||||||||||
Temporary equity, Balances at Dec. 31, 2019 | 3,438,782 | $ 3,438,782 | ||||||||||||
Temporary equity, Balances (in Shares) at Dec. 31, 2019 | 934,803 | |||||||||||||
Net loss | (16,923) | (16,923) | ||||||||||||
Balances at Mar. 31, 2020 | 5,607 | $ 500 | 24,500 | (19,393) | ||||||||||
Balances (in Shares) at Mar. 31, 2020 | 5,000,000 | |||||||||||||
Balances at Dec. 31, 2019 | (1,571,495) | $ 194 | 95,213 | (1,666,902) | 22,530 | $ 500 | 24,500 | (2,470) | ||||||
Balances (in Shares) at Dec. 31, 2019 | 1,933,988 | 5,000,000 | ||||||||||||
Temporary equity, Balances at Dec. 31, 2019 | 3,438,782 | $ 3,438,782 | ||||||||||||
Temporary equity, Balances (in Shares) at Dec. 31, 2019 | 934,803 | |||||||||||||
Series A Preferred Stock, net of issuance costs | $ 820,993 | |||||||||||||
Stock-based compensation | 1,450 | 1,450 | ||||||||||||
Issuance of restricted common stock (in shares) | 10,250 | |||||||||||||
Vesting of restricted common stock | 9,061 | 9,061 | ||||||||||||
Net loss | (1,376,140) | (1,376,140) | ||||||||||||
Balances at Jun. 30, 2020 | (2,937,124) | $ 194 | 105,724 | (3,043,042) | 5,000,009 | $ 291 | 6,814,260 | (1,814,542) | ||||||
Balances (in Shares) at Jun. 30, 2020 | 1,944,238 | 2,909,929 | ||||||||||||
Temporary equity, Balances at Jun. 30, 2020 | $ 4,259,775 | |||||||||||||
Temporary equity, Balances (in Shares) at Jun. 30, 2020 | 934,803 | |||||||||||||
Balances at Dec. 31, 2019 | (1,571,495) | $ 194 | 95,213 | (1,666,902) | 22,530 | $ 500 | 24,500 | (2,470) | ||||||
Balances (in Shares) at Dec. 31, 2019 | 1,933,988 | 5,000,000 | ||||||||||||
Temporary equity, Balances at Dec. 31, 2019 | 3,438,782 | $ 3,438,782 | ||||||||||||
Temporary equity, Balances (in Shares) at Dec. 31, 2019 | 934,803 | |||||||||||||
Series A Preferred Stock, net of issuance costs | $ 6,635,038 | |||||||||||||
Series A Preferred Stock, net of issuance costs (in Shares) | 1,643,715 | |||||||||||||
Stock-based compensation | 3,759 | 3,759 | ||||||||||||
Issuance of restricted common stock (in shares) | 10,250 | |||||||||||||
Vesting of restricted common stock | 18,125 | 18,125 | ||||||||||||
Issuance of common stock in exchange for license rights | 3,651 | $ 1 | 3,650 | |||||||||||
Issuance of common stock in exchange for license rights (in Shares) | 9,130 | |||||||||||||
Cancellation of Founder Shares | $ (256) | 256 | ||||||||||||
Cancellation of Founder Shares (in Shares) | (2,556,250) | |||||||||||||
Forfeiture of Founder Shares | $ (29) | 29 | ||||||||||||
Forfeiture of Founder Shares (in Shares) | (288,089) | |||||||||||||
Sales of 8,622,644 Units, net of underwriter discounts and fees | 85,463,963 | $ 862 | 85,463,101 | |||||||||||
Sales of 8,622,644 Units, net of underwriter discounts and fees (in Shares) | 8,622,644 | |||||||||||||
Sale of 3,500,000 Private Placement Warrants | 1,400,000 | 1,400,000 | ||||||||||||
Common stock subject to redemption | (81,105,720) | $ (811) | (81,104,909) | |||||||||||
Common stock subject to redemption (in Shares) | (8,110,572) | |||||||||||||
Net loss | (3,229,843) | (3,229,843) | (780,770) | (780,770) | ||||||||||
Balances at Dec. 31, 2020 | (4,775,803) | [1] | $ 195 | 120,747 | (4,896,745) | 5,000,003 | $ 5,000,003 | $ 266 | $ 307 | 5,782,977 | $ 8,417,293 | (783,240) | $ (3,417,597) | |
Balances (in Shares) at Dec. 31, 2020 | 1,953,368 | 2,667,733 | 3,070,233 | |||||||||||
Temporary equity, Balances at Dec. 31, 2020 | 10,073,820 | [1] | $ 10,073,820 | |||||||||||
Temporary equity, Balances (in Shares) at Dec. 31, 2020 | 2,578,518 | |||||||||||||
Balances at Mar. 31, 2020 | 5,607 | $ 500 | 24,500 | (19,393) | ||||||||||
Balances (in Shares) at Mar. 31, 2020 | 5,000,000 | |||||||||||||
Cancellation of Founder Shares | $ (256) | 256 | ||||||||||||
Cancellation of Founder Shares (in Shares) | (2,556,250) | |||||||||||||
Forfeiture of Founder Shares | $ (29) | 29 | ||||||||||||
Forfeiture of Founder Shares (in Shares) | (288,089) | |||||||||||||
Sales of 8,622,644 Units, net of underwriter discounts and fees | 85,463,963 | $ 862 | 85,463,101 | |||||||||||
Sales of 8,622,644 Units, net of underwriter discounts and fees (in Shares) | 8,622,644 | |||||||||||||
Transaction costs from sale of 3,500,000 Private Placement Warrants | 9,357 | 9,357 | ||||||||||||
Common stock subject to redemption | (78,683,769) | $ (786) | (78,682,983) | |||||||||||
Common stock subject to redemption (in Shares) | (7,868,376) | |||||||||||||
Net loss | (1,795,149) | (1,795,149) | ||||||||||||
Balances at Jun. 30, 2020 | (2,937,124) | $ 194 | 105,724 | (3,043,042) | 5,000,009 | $ 291 | 6,814,260 | (1,814,542) | ||||||
Balances (in Shares) at Jun. 30, 2020 | 1,944,238 | 2,909,929 | ||||||||||||
Temporary equity, Balances at Jun. 30, 2020 | $ 4,259,775 | |||||||||||||
Temporary equity, Balances (in Shares) at Jun. 30, 2020 | 934,803 | |||||||||||||
Balances at Dec. 31, 2020 | (4,775,803) | [1] | $ 195 | 120,747 | (4,896,745) | 5,000,003 | 5,000,003 | $ 266 | $ 307 | 5,782,977 | 8,417,293 | (783,240) | (3,417,597) | |
Balances (in Shares) at Dec. 31, 2020 | 1,953,368 | 2,667,733 | 3,070,233 | |||||||||||
Temporary equity, Balances at Dec. 31, 2020 | 10,073,820 | [1] | $ 10,073,820 | |||||||||||
Temporary equity, Balances (in Shares) at Dec. 31, 2020 | 2,578,518 | |||||||||||||
Measurement adjustment on redeemable Common Stock | (9,170,994) | $ (92) | (8,392,508) | (778,394) | ||||||||||
Measurement adjustment on redeemable Common Stock (in Shares) | (914,572) | |||||||||||||
Net loss | (1,196,256) | (1,196,256) | ||||||||||||
Balances at Mar. 31, 2021 | (5,367,247) | $ 215 | 24,785 | (5,392,247) | ||||||||||
Balances (in Shares) at Mar. 31, 2021 | 2,155,661 | |||||||||||||
Balances at Dec. 31, 2020 | (4,775,803) | [1] | $ 195 | 120,747 | (4,896,745) | 5,000,003 | $ 5,000,003 | $ 266 | $ 307 | 5,782,977 | $ 8,417,293 | (783,240) | $ (3,417,597) | |
Balances (in Shares) at Dec. 31, 2020 | 1,953,368 | 2,667,733 | 3,070,233 | |||||||||||
Temporary equity, Balances at Dec. 31, 2020 | 10,073,820 | [1] | $ 10,073,820 | |||||||||||
Temporary equity, Balances (in Shares) at Dec. 31, 2020 | 2,578,518 | |||||||||||||
Stock-based compensation | 192,123 | 192,123 | ||||||||||||
Issuance of restricted common stock | 10 | $ 3 | 7 | |||||||||||
Issuance of restricted common stock (in shares) | 34,268 | |||||||||||||
Net loss | (5,399,861) | (5,399,861) | ||||||||||||
Balances at Jun. 30, 2021 | (9,983,531) | $ 198 | 312,877 | (10,296,606) | (5,858,335) | $ 215 | 24,785 | (5,883,335) | ||||||
Balances (in Shares) at Jun. 30, 2021 | 1,987,636 | 2,155,661 | ||||||||||||
Temporary equity, Balances at Jun. 30, 2021 | 10,073,820 | $ 10,073,820 | ||||||||||||
Temporary equity, Balances (in Shares) at Jun. 30, 2021 | 2,578,518 | |||||||||||||
Balances at Mar. 31, 2021 | (5,367,247) | $ 215 | 24,785 | (5,392,247) | ||||||||||
Balances (in Shares) at Mar. 31, 2021 | 2,155,661 | |||||||||||||
Measurement adjustment on redeemable Common Stock | (3,083) | (3,083) | ||||||||||||
Net loss | (488,005) | (488,005) | ||||||||||||
Balances at Jun. 30, 2021 | (9,983,531) | $ 198 | $ 312,877 | $ (10,296,606) | $ (5,858,335) | $ 215 | $ 24,785 | $ (5,883,335) | ||||||
Balances (in Shares) at Jun. 30, 2021 | 1,987,636 | 2,155,661 | ||||||||||||
Temporary equity, Balances at Jun. 30, 2021 | $ 10,073,820 | $ 10,073,820 | ||||||||||||
Temporary equity, Balances (in Shares) at Jun. 30, 2021 | 2,578,518 | |||||||||||||
[1] | The condensed balance sheet at December 31, 2020 has been derived from the audited financial statements at that date. |
Condensed Statements of Conve_2
Condensed Statements of Convertible Preferred Stock and Stockholders' Deficit (Unaudited) (Parentheticals) - USD ($) | 3 Months Ended | 6 Months Ended | 12 Months Ended | |
Jun. 30, 2020 | Jun. 30, 2020 | Dec. 31, 2020 | Dec. 31, 2019 | |
Series A Convertible Preferred Stock [Member] | ||||
Stock issuance costs | $ 30,972 | $ 46,766 | $ 361,201 | |
Chardan Healthcare Acquisition 2 Corp. [Member] | ||||
Sales of Units | 8,622,644 | 8,622,644 | ||
Sale of private placement warrants | 3,500,000 | 3,500,000 |
Condensed Statements of Cash Fl
Condensed Statements of Cash Flows (Unaudited) - USD ($) | 6 Months Ended | 12 Months Ended | ||||
Jun. 30, 2021 | Jun. 30, 2020 | Dec. 31, 2020 | Dec. 31, 2019 | |||
CASH FLOWS FROM OPERATING ACTIVITIES: | ||||||
Net loss | $ (5,399,861) | $ (1,376,140) | $ (3,229,843) | $ (1,561,257) | ||
Adjustments to reconcile net loss to net cash used in operating activities: | ||||||
Stock-based compensation | 192,123 | 1,450 | 3,759 | 571 | ||
Shares issued in connection with license agreement | 3,651 | 39,152 | ||||
Depreciation expense | 419 | 419 | 837 | 837 | ||
Other | 0 | 0 | ||||
Change in assets and liabilities: | ||||||
Prepaid expenses and other current assets | (437,986) | 80,323 | (7,852) | (95,440) | ||
Accounts payable | 1,156,672 | (151,109) | (218,513) | 351,808 | ||
Accrued expenses | 438,626 | 3,455 | 35,915 | 20,960 | ||
Net cash used in operating activities | (4,050,007) | (1,441,602) | (3,412,046) | (1,243,369) | ||
CASH FLOWS FROM FINANCING ACTIVITIES: | ||||||
Proceeds from issuance of Series A convertible preferred stock, net of issuance costs | 0 | 820,993 | 6,635,038 | 3,388,782 | ||
Repayments of long-term debt | 0 | (52,124) | ||||
Deferred merger costs | (885,080) | 0 | ||||
Proceeds from issuance of restricted stock | 10 | 0 | ||||
Net cash provided by (used in) financing activities | (885,070) | 820,993 | 6,635,038 | 3,336,658 | ||
NET INCREASE (DECREASE) IN CASH | (4,935,077) | (620,609) | 3,222,992 | 2,093,289 | ||
Cash at beginning of period | 5,383,877 | [1] | 2,160,885 | 2,160,885 | 67,596 | |
Cash at end of period | 448,800 | 1,540,276 | 5,383,877 | [1] | 2,160,885 | |
SUPPLEMENTAL DISCLOSURES OF NONCASH ACTIVITIES: | ||||||
Conversion of note payable into Series A preferred stock | 0 | 50,000 | ||||
Vesting of restricted common stock | 18,234 | 18,066 | ||||
Deferred merger costs included in accrued expenses and accounts payable | 1,439,038 | 0 | ||||
Chardan Healthcare Acquisition 2 Corp. [Member] | ||||||
CASH FLOWS FROM OPERATING ACTIVITIES: | ||||||
Net loss | (1,684,261) | (1,812,072) | (780,770) | (520) | ||
Adjustments to reconcile net loss to net cash used in operating activities: | ||||||
Transaction costs incurred in connection with IPO | 9,357 | |||||
Fair value in excess of consideration recorded on the issuance of private warrants | 1,680,000 | |||||
Change in fair value of warrant liability | (280,000) | 35,000 | ||||
Interest earned on marketable securities held in Trust Account | (7,166) | (11,550) | (21,191) | |||
Change in assets and liabilities: | ||||||
Prepaid expenses | 30,217 | (81,242) | ||||
Prepaid expenses and other current assets | (27,992) | (2,225) | ||||
Accrued expenses | 1,558,472 | 50,922 | ||||
Accounts payable and accrued expenses | 357,038 | 450 | ||||
Net cash used in operating activities | (382,738) | (129,585) | (472,915) | (2,295) | ||
Cash Flows from Investing Activities: | ||||||
Investment of cash in Trust Account | (86,226,440) | (86,226,440) | ||||
Net cash used in investing activities | (86,226,440) | (86,226,440) | ||||
CASH FLOWS FROM FINANCING ACTIVITIES: | ||||||
Proceeds from sale of Units, net of underwriting discounts paid | 85,726,440 | 85,726,440 | ||||
Proceeds from collection of stock subscription receivable from Sponsor | 25,000 | |||||
Proceeds from sale of Private Placement Warrants | 1,400,000 | 1,400,000 | ||||
Proceeds from promissory note—related party | 530,000 | 530,000 | ||||
Repayment of promissory note—related party | (30,000) | (30,000) | ||||
Payment of offering costs | (262,477) | (262,477) | ||||
Net cash provided by (used in) financing activities | 87,363,963 | 87,363,963 | 25,000 | |||
Net change in cash | (382,738) | 1,007,938 | 664,608 | 22,705 | ||
Cash at beginning of period | 687,313 | 22,705 | 22,705 | |||
Cash at end of period | 304,575 | 1,030,643 | 687,313 | 22,705 | ||
SUPPLEMENTAL DISCLOSURES OF NONCASH ACTIVITIES: | ||||||
Initial classification of common stock subject to possible redemption | 81,869,560 | 81,869,560 | ||||
Initial measurement of warrants issued in connection with the IPO accounted for as liabilities | 3,080,000 | |||||
Change in value of common stock subject to possible redemption | $ 9,174,077 | $ (70,791) | $ (763,840) | |||
[1] | The condensed balance sheet at December 31, 2020 has been derived from the audited financial statements at that date. |
Description of Organization and
Description of Organization and Business Operations | 6 Months Ended | 12 Months Ended |
Jun. 30, 2021 | Dec. 31, 2020 | |
Chardan Healthcare Acquisition 2 Corp. [Member] | ||
DESCRIPTION OF ORGANIZATION AND BUSINESS OPERATIONS | NOTE 1. DESCRIPTION OF ORGANIZATION AND BUSINESS OPERATIONS Chardan Healthcare Acquisition 2 Corp. (formerly known as Chardan Healthcare Acquisition III Corp.) (the “Company”) is a blank check company incorporated in Delaware on December 19, 2018. The Company was formed for the purpose of entering into a merger, share exchange, asset acquisition, stock purchase, recapitalization, reorganization or other similar business transaction with one or more businesses or entities that the Company has not yet identified (a “Business Combination”). Although the Company is not limited to a particular industry or geographic region for purposes of consummating a Business Combination, the Company intends to focus on businesses operating in North America in the healthcare industry. On March 3, 2020, the Company changed its name to Chardan Healthcare Acquisition 2 Corp. The Company is an early stage and emerging growth company and, as such, the Company is subject to all of the risks associated with early stage and emerging growth companies. As of June 30, 2021, the Company had not commenced any operations. All activity through June 30, 2021 relates to the Company’s formation and the initial public offering (“Initial Public Offering”), which is described below. The Company will not generate any operating revenues until after the completion of its initial Business Combination, at the earliest. The Company will generate non-operating Initial Public Offering The registration statement for the Company’s Initial Public Offering was declared effective on April 23 2020. On April 28, 2020, the Company consummated the Initial Public Offering of 8,500,000 units (the “Units” and, with respect to the shares of common stock included in the Units sold, the “Public Shares”), at $10.00 per Unit, generating gross proceeds of $85,000,000, which is discussed in Note 4. Following the closing of the Initial Public Offering on April 28, 2020, an amount of $85,000,000 ($10.00 per Unit) from the net proceeds of the sale of the Units in the Initial Public Offering and the sale of the Private Placement Warrants (as defined in Note 4) was placed in a trust account (the “Trust Account”), invested in U.S. government securities, within the meaning set forth in Section 2(a)(16) of the Investment Company Act of 1940, as amended (the “Investment Company Act”), with a maturity of 185 days or less, or in any open-ended investment company that holds itself out as a money market fund meeting the conditions of Rule 2a-7 Transaction costs related to the issuances described above amounted to $762,477, consisting of $500,000 of underwriting fees and $262,477 of other costs. In addition, at June 30, 2021, $304,575 of cash was held outside of the Trust Account and is available for working capital purposes. The Company’s management has broad discretion with respect to the specific application of the net proceeds of the Initial Public Offering and the sale of the Private Placement Warrants, although substantially all of the net proceeds are intended to be applied generally toward consummating a Business Combination. The Company’s initial Business Combination must be with one or more target businesses that together have a fair market value equal to at least 80% of the balance in the Trust Account (net of taxes payable) at the time of the signing an agreement to enter into a Business Combination. The Company will only complete a Business Combination if the post-Business Combination company owns or acquires 50% or more of the outstanding voting securities of the target or otherwise acquires a controlling interest in the target sufficient for it not to be required to register as an investment company under the Investment Company Act. There is no assurance that the Company will be able to successfully effect a Business Combination. The Company will provide its stockholders with the opportunity to redeem all or a portion of their Public Shares upon the completion of a Business Combination either (i) in connection with a stockholder meeting called to approve the Business Combination or (ii) by means of a tender offer. The decision as to whether the Company will seek stockholder approval of a Business Combination or conduct a tender offer will be made by the Company, solely in its discretion. The stockholders will be entitled to redeem their shares for a pro rata portion of the amount then on deposit in the Trust Account ($10.00 per share, plus any pro rata interest earned on the funds held in the Trust Account and not previously released to the Company to pay its tax obligations). There will be no redemption rights upon the completion of a Business Combination with respect to the Company’s warrants. The Company will proceed with a Business Combination if the Company has net tangible assets of at least $5,000,001 upon such consummation of a Business Combination and, if the Company seeks stockholder approval, a majority of the outstanding shares voted are voted in favor of the Business Combination. If a stockholder vote is not required by law and the Company does not decide to hold a stockholder vote for business or other legal reasons, the Company will, pursuant to its Amended and Restated Certificate of Incorporation, conduct the redemptions pursuant to the tender offer rules of the Securities and Exchange Commission (“SEC”), and file tender offer documents with the SEC prior to completing a Business Combination. If, however, a stockholder approval of the transaction is required by law, or the Company decides to obtain stockholder approval for business or other legal reasons, the Company will offer to redeem shares in conjunction with a proxy solicitation pursuant to the proxy rules and not pursuant to the tender offer rules. If the Company seeks stockholder approval in connection with a Business Combination, the Company’s Sponsor and other initial stockholders (collectively, the “Initial Stockholders”) have agreed to (a) vote their Founder Shares (as defined in Note 5) and any Public Shares held by them in favor of a Business Combination and (b) not to convert any shares (including Founder Shares) in connection with a stockholder vote to approve a Business Combination or sell any such shares to the Company in a tender offer in connection with a Business Combination. Additionally, each public stockholder may elect to redeem their Public Shares irrespective of whether they vote for or against the proposed transaction. Notwithstanding the foregoing, if the Company seeks stockholder approval of a Business Combination and the Company does not conduct redemptions pursuant to the tender offer rules, a stockholder, together with any affiliate of such stockholder or any other person with whom such stockholder is acting in concert or as a “group” (as defined in Section 13(d)(3) of the Securities Exchange Act of 1934, as amended (the “Exchange Act”)), will be restricted from redeeming their shares with respect to more than an aggregate of 20% of the Public Shares. The Company will have until 24 months from the closing of the Initial Public Offering to consummate a Business Combination (the “Combination Period”). If the Company is unable to complete a Business Combination within the Combination Period, the Company will (i) cease all operations except for the purpose of winding up, (ii) as promptly as reasonably possible but not more than ten business days thereafter, redeem the Public Shares, at a per-share and the Company’s board of directors, dissolve and liquidate, subject in each case to the Company’s obligations under Delaware law to provide for claims of creditors and the requirements of other applicable law. There will be no redemption rights or liquidating distributions with respect to the Company’s warrants, which will expire worthless if the Company fails to complete a Business Combination within the Combination Period. The Initial Stockholders have agreed to (i) waive their redemption rights with respect to Founder Shares and any Public Shares they may acquire during or after the Initial Public Offering in connection with the consummation of a Business Combination, (ii) to waive their rights to liquidating distributions from the Trust Account with respect to their Founder Shares if the Company fails to consummate a Business Combination within the Combination Period and (iii) not to propose an amendment to the Company’s Amended and Restated Certificate of Incorporation that would affect the substance or timing of the Company’s obligation to redeem 100% of its Public Shares if the Company does not complete a Business Combination, unless the Company provides the public stockholders an opportunity to redeem their Public Shares in conjunction with any such amendment. However, the Initial Stockholders will be entitled to liquidating distributions with respect to any Public Shares acquired if the Company fails to consummate a Business Combination or liquidates within the Combination Period. In order to protect the amounts held in the Trust Account, the Sponsor has agreed to be liable to the Company if and to the extent any claims by a vendor for services rendered or products sold to the Company, or a prospective target business with which the Company has discussed entering into a transaction agreement, reduce the amount of funds in the Trust Account to below $10.00 per share, except as to any claims by a third party who executed a waiver of any right, title, interest or claim of any kind in or to any monies held in the Trust Account or to any claims under the Company’s indemnity of the underwriters of the Initial Offering against certain liabilities, including liabilities under the Securities Act of 1933, as amended (the “Securities Act”). Moreover, in the event that an executed waiver is deemed to be unenforceable against a third party, the Sponsor will not be responsible to the extent of any liability for such third-party claims. The Company will seek to reduce the possibility that the Sponsor will have to indemnify the Trust Account due to claims of creditors by endeavoring to have all vendors, service providers, prospective target businesses or other entities with which the Company does business, execute agreements with the Company waiving any right, title, interest or claim of any kind in or to monies held in the Trust Account. Business Combination Agreement On March 22, 2021, the Company entered into an Agreement and Plan of Merger (as it may be amended, supplemented or otherwise modified from time to time, the “Merger Agreement”), by and among the Company, CHAQ2 Merger Sub, Inc., a Delaware corporation and a wholly owned direct subsidiary of the Company (“Merger Sub”), and Renovacor, Inc., a Delaware corporation (“Renovacor”). The Merger Agreement provides for, among other things, the following transactions at the closing: (i) Merger Sub will merge with and into Renovacor, with Renovacor as the surviving company in the merger and, after giving effect to such merger, continuing as a wholly owned subsidiary of the Company (the “Merger”) and, in connection with the Merger, (ii) the Company’s name will be changed to Renovacor, Inc. The Merger and the other transactions contemplated by the Merger Agreement are hereinafter referred to as the “Business Combination”. At the closing of the Business Combination (the “Closing”), an aggregate of 6,500,000 shares of CHAQ2 Common Stock, par value $0.0001 per share (“CHAQ2 Common Stock”), will be issued to equity holders of Renovacor as of immediately prior to the Closing in respect of all of the equity interests of Renovacor (the “Aggregate Merger Consideration”). Out of the Aggregate Merger Consideration, each holder of preferred stock of Renovacor, par value $0.0001 per share (the “Renovacor Preferred Stock”), will be entitled to receive a number of shares of CHAQ2 Common Stock equal to the Preferred Per Share Merger Consideration (as defined in the Merger Agreement) with respect to such holder’s shares of Renovacor Preferred Stock. Each holder of Common Stock of Renovacor, par value $0.0001 per share (the “Renovacor Common Stock”, and together with the Renovacor Preferred Stock, the “Renovacor Capital Stock”) will be entitled to receive a number of shares of the Company’s Common Stock equal to the Common Per Share Merger Consideration (as defined in the Merger Agreement) with respect to such holder’s shares of Renovacor Common Stock. In addition, each option to purchase shares of Renovacor Common Stock (each, a “Renovacor Option”) outstanding as of immediately prior to the Closing will be converted into an option to purchase a number of shares of the Company Common Stock (rounded down to the nearest whole number) equal to the product of the number of shares of Renovacor Common Stock subject to such Renovacor Option and the Common Per Share Merger Consideration (an “Exchanged Option”), which Exchanged Option shall be subject to the same vesting terms applicable to the Renovacor Option as of immediately prior to the Closing. Holders of Renovacor Capital Stock and Renovacor Options will also have the contingent right to receive up to 2,000,000 shares of CHAQ2 Common Stock in the aggregate (“Earnout Consideration”). The Business Combination will be accounted for as a reverse recapitalization, with no goodwill or other intangible assets recorded, in accordance with GAAP. Under this method of accounting, CHAQ2 will be treated as the “accounting acquiree” and Renovacor as the “accounting acquirer” for financial reporting purposes. PIPE Financing (Private Placement) Concurrently with the execution of the Merger Agreement, the Company entered into subscription agreements (the “Subscription Agreements”) with certain investors (the “PIPE Investors”), including the Sponsor, certain holders of Renovacor Capital Stock and other third parties. Pursuant to the Subscription Agreements, the PIPE Investors agreed to subscribe for and purchase, and the Company agreed to issue and sell to such investors, immediately following the Closing, an aggregate of 3,000,000 shares of the Company Common Stock for a purchase price of $10.00 per share, for aggregate gross proceeds of $30,000,000 (the “PIPE Financing”). A portion of the shares of Company Common Stock to be issued and sold in the PIPE Financing may be issued to certain PIPE Investors in the form of pre-funded “Pre-Funded Pre-Funded Pre-Funded The closing of the PIPE Financing is contingent upon, among other things, the substantially concurrent consummation of the Business Combination. The Subscription Agreements provide that the Company will grant the investors in the PIPE Financing certain customary registration rights, including a covenant by the Company to file a registration statement on Form S-1 Going Concern Consideration As of June 30, 2021, the Company had $304,575 in cash held outside of the Trust Account and a working capital deficit of 1,613,335. The Company has incurred and expects to continue to incur significant costs in pursuit of its acquisition plans. These conditions raise substantial doubt about the Company’s ability to continue as a going concern for the earlier of the consummation of a Business Combination or one year from this filing. Management plans to address this uncertainty through the Business Combination as discussed above. There is no assurance that the Company’s plans to consummate the Business Combination will be successful or successful within the Combination Period. The financial statements do not include any adjustments that might result from the outcome of this uncertainty. Risks and Uncertainties Management is currently evaluating the impact of the COVID-19 | NOTE 1. DESCRIPTION OF ORGANIZATION AND BUSINESS OPERATIONS Chardan Healthcare Acquisition 2 Corp. (formerly known as Chardan Healthcare Acquisition III Corp.) (the “ Company Business Combination e The Company is an early stage and emerging growth company and, as such, the Company is subject to all of the risks associated with early stage and emerging growth companies. As of December 31, 2020, the Company had not commenced any operations. All activity through December 31, 2020 relates to the Company’s formation and the initial public offering (“ Initial Public Offering non-operating Initial Public Offering The registration statement for the Company’s Initial Public Offering was declared effective on April 23, 2020. On April 28, 2020, the Company consummated the Initial Public Offering of 8,500,000 units (the “ Units Public Shares Simultaneously with the closing of the Initial Public Offering, the Company consummated the sale of 3,500,000 warrants (the “ Private Placement Warrants Sponsor Following the closing of the Initial Public Offering on April 28, 2020, an amount of $85,000,000 ($10.00 per Unit) from the net proceeds of the sale of the Units in the Initial Public Offering and the sale of the Private Placement Warrants was placed in a trust account (the “ Trust Account Investment Company Act Rule 2a-7 On June 5, 2020, in connection with the underwriters’ election to partially exercise their over-allotment option, the Company consummated the sale of an additional 122,644 Units at $10.00 per Unit, generating total gross proceeds of $1,226,440. A total of $1,226,440 of net proceeds ($10.00 per Unit) were deposited in the Trust Account, bringing the aggregate proceeds held in the Trust Account to $86,226,440. Transaction costs amounted to $762,477, consisting of $500,000 of underwriting fees and $262,477 of other offering costs. The Company’s management has broad discretion with respect to the specific application of the net proceeds of the Initial Public Offering and the sale of the Private Placement Warrants, although substantially all of the net proceeds are intended to be applied generally toward consummating a Business Combination. The Company’s initial Business Combination must be with one or more target businesses that together have a fair market value equal to at least 80% of the balance in the Trust Account (net of taxes payable) at the time of the signing an agreement to enter into a Business Combination. The Company will only complete a Business Combination if the post-Business Combination company owns or acquires 50% or more of the outstanding voting securities of the target or otherwise acquires a controlling interest in the target sufficient for it not to be required to register as an investment company under the Investment Company Act. There is no assurance that the Company will be able to successfully effect a Business Combination. The Company will provide its stockholders with the opportunity to redeem all or a portion of their Public Shares upon the completion of a Business Combination either (i) in connection with a stockholder meeting called to approve the Business Combination or (ii) by means of a tender offer. The decision as to whether the Company will seek stockholder approval of a Business Combination or conduct a tender offer will be made by the Company, solely in its discretion. The stockholders will be entitled to redeem their shares for a pro rata portion of the amount then on deposit in the Trust Account ($10.00 per share, plus any pro rata interest earned on the funds held in the Trust Account and not previously released to the Company to pay its tax obligations). There will be no redemption rights upon the completion of a Business Combination with respect to the Company’s warrants. The Company will proceed with a Business Combination if the Company has net tangible assets of at least $5,000,001 upon such consummation of a Business Combination and, if the Company seeks stockholder approval, a majority of the outstanding shares voted are voted in favor of the Business Combination. If a stockholder vote is not required by law and the Company does not decide to hold a stockholder vote for business or other legal reasons, the Company will, pursuant to its Amended and Restated Certificate of Incorporation, conduct the redemptions pursuant to the tender offer rules of the Securities and Exchange Commission (“ SEC Initial Stockholders Notwithstanding the foregoing, if the Company seeks stockholder approval of a Business Combination and the Company does not conduct redemptions pursuant to the tender offer rules, a stockholder, together with any affiliate of such stockholder or any other person with whom such stockholder is acting in concert or as a “group” (as defined in Section 13(d)(3) of the Securities Exchange Act of 1934, as amended (the “ Exchange Act The Company will have until April 28, 2022 to consummate a Business Combination (the “ Combination Period in each case to its obligations to provide for claims of creditors and the requirements of applicable law. The proceeds deposited in the Trust Account could, however, become subject to claims of creditors. Therefore, the actual per-share The Initial Stockholders have agreed to (i) waive their redemption rights with respect to Founder Shares and any Public Shares they may acquire during or after the Initial Public Offering in connection with the consummation of a Business Combination, (ii) to waive their rights to liquidating distributions from the Trust Account with respect to their Founder Shares if the Company fails to consummate a Business Combination within the Combination Period and (iii) not to propose an amendment to the Company’s Amended and Restated Certificate of Incorporation that would affect the substance or timing of the Company’s obligation to redeem 100% of its Public Shares if the Company does not complete a Business Combination, unless the Company provides the public stockholders an opportunity to redeem their Public Shares in conjunction with any such amendment. However, the Initial Stockholders will be entitled to liquidating distributions with respect to any Public Shares acquired if the Company fails to consummate a Business Combination or liquidates within the Combination Period. In order to protect the amounts held in the Trust Account, the Sponsor has agreed to be liable to the Company if and to the extent any claims by a vendor for services rendered or products sold to the Company, or a prospective target business with which the Company has discussed entering into a transaction agreement, reduce the amount of funds in the Trust Account to below $10.00 per share, except as to any claims by a third party who executed a waiver of any right, title, interest or claim of any kind in or to any monies held in the Trust Account or to any claims under the Company’s indemnity of the underwriters of the Initial Offering against certain liabilities, including liabilities under the Securities Act of 1933, as amended (the “ Securities Act Risks and Uncertainties Management continues to evaluate the impact of the COVID-19 |
Nature of Business and Basis of
Nature of Business and Basis of Presentation | 6 Months Ended | 12 Months Ended |
Jun. 30, 2021 | Dec. 31, 2020 | |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | ||
Nature of Business and Basis of Presentation | 1. Nature of Business and Basis of Presentation Nature of Business Renovacor, Inc. (the “Company”, or “Renovacor”), a Delaware corporation, was founded on June 7, 2013. The Company is a preclinical stage gene-therapy company with a focus on developing a pipeline of innovative and proprietary gene therapies for dis e The Company is subject to risks common to companies in the biopharmaceutical industry, including, but not limited to, risks related to the successful development and commercialization of product candidates, fluctuations in operating results and financial risks, the ability to successfully raise additional funds when needed, protection of proprietary rights and patent risks, patent litigation, compliance with government regulations, dependence on key personnel and prospective collaborative partners, and competition from competing products in the marketplace. Liquidity Considerations The Company has evaluated whether there are conditions and events, considered in the aggregate, that raise substantial doubt about its ability to continue as a going concern within one year after the date the financial statements are issued. As of June 30, 2021, the Company had an accumulated deficit of $10.3 million. The Company has incurred losses and negative cash flows from operations since inception, including net losses of $5.4 million for the six months ended June 30, 2021. The Company expects that its operating losses and negative cash flows will continue for the foreseeable future as the Company continues to expand its research and development programs and develop its product candidates. The Company currently expects that its cash balance of $0.4 million as of June 30, 2021, plus $2.5 million in cash received in connection with the July 2021 convertible note issuance (Note 13), will not be sufficient to fund its operating expenses and capital requirement for more than 12 months from the date these financial statements are issued, and therefore substantial doubt exists about the Company’s ability to continue as a going concern. Additional funding will be necessary to fund future preclinical and clinical activities. The accompanying financial statements have been prepared in conformity with accounting principles generally accepted in the United States of America (“U.S. GAAP”), which contemplate continuation of the Company as a going concern for a period within one year from the issuance of these financial statements and the realization of assets and satisfaction of liabilities in the normal course of business. The carrying amounts of assets and liabilities presented in the financial statements do not necessarily purport to represent realizable or settlement values. The financial statements do not include any adjustment that might result from the outcome of this uncertainty. On March 22, 2021, the Company entered into a definitive Agreement and Plan of Merger (the “Merger Agreement”) with Chardan Healthcare Acquisition 2 Corp. (“CHAQ”) as discussed below. One of the various closing conditions is that CHAQ have at least $85 million in cash at closing. However, there can be no assurance that the Company will be successful in completing the merger. In the event the Company does not complete the merger contemplated by the Merger Agreement, the Company will seek additional funding through private equity financings, debt financings, collaborations, strategic alliances and marketing, distribution, or licensing arrangements. Although the Company has been successful in raising capital in the past, there is no assurance that the Company will be successful in obtaining such additional financing on terms acceptable to the Company, if at all, and the Company may not be able to enter into collaborations or other arrangements. If the Company is unable to obtain funding, the Company could be forced to delay, reduce, or eliminate its research and development programs, which could adversely affect its business prospects and its ability to continue operations. Merger Agreement In March 2021 the Company entered into the Merger Agreement with CHAQ, a publicly traded special purpose acquisition company (“SPAC”), by and among CHAQ, CHAQ2 Merger Sub, Inc., a wholly owned direct subsidiary of CHAQ (“Merger Sub” or “CHAQ2”), and Renovacor. The following will occur at the effective time of the transaction: (i) Merger Sub will merge with and into Renovacor, with Renovacor as the surviving company in the merger and, after giving effect to such merger, continuing as a wholly owned subsidiary of CHAQ (the “Merger”), and (ii) CHAQ’s name will be changed to Renovacor, Inc. The transaction is expected to close in the third quarter of 2021, following the receipt of the required approval by CHAQ’s stockholders and the fulfilment of other customary closing conditions. Under the terms of the proposed transaction, CHAQ will issue 6.5 million common shares to current securityholders of Renovacor. Current Renovacor stockholders may also receive up to 2.0 million earn-out Concurrently with the execution of the Merger Agreement, CHAQ entered into subscription agreements (the “Subscription Agreements”) with certain investors (the “PIPE Investors”), including the sponsor of CHAQ, certain holders of Renovacor Capital Stock and other third parties. Pursuant to the Subscription Agreements, the PIPE Investors agreed to subscribe for and purchase, and CHAQ agreed to issue and sell to such investors, immediately following the Closing, an aggregate of 3,000,000 shares of CHAQ Common Stock for a purchase price of $10.00 per share, for aggregate gross proceeds of $30,000,000 (the “PIPE Financing”). A portion of the shares of CHAQ Common Stock to be issued and sold in the PIPE Financing may be issued to certain PIPE Investors in the form of pre-funded “Pre-Funded Pre-Funded Pre-Funded The closing of the PIPE Financing is contingent upon, among other things, the substantially concurrent consummation of the Business Combination. The Subscription Agreements provide that CHAQ will grant the investors in the PIPE Financing certain customary registration rights, including a covenant by CHAQ to file a registration statement on Form S-1 The obligation of CHAQ and Renovacor to consummate the Business Combination is subject to certain closing conditions, including, but not limited to, (i) the approval of CHAQ’s stockholders, (ii) the approval of Renovacor’s stockholders and (iii) the preliminary proxy statement to solicit the approval of CHAQ’s stockholders (the “Proxy Statement”) receiving clearance from the SEC. In addition, the obligation of CHAQ to consummate the Business Combination is subject to the fulfillment of other closing conditions, including, but not limited to, (i) the representations and warranties of Renovacor being true and correct to the standards applicable to such representations and warranties and each of the covenants of Renovacor having been performed or complied with in all material respect and (ii) no Material Adverse Effect (as defined in the Merger Agreement) having occurred with respect to Renovacor. The obligation of Renovacor to consummate the Business Combination is also subject to the fulfillment of other closing conditions, including, but not limited to, (i) the representations and warranties of CHAQ and Merger Sub being true and correct to the standards applicable to such representations and warranties and each of the covenants of CHAQ having been performed or complied with in all material respects, (ii) the aggregate cash proceeds from CHAQ’s trust account, together with the proceeds from the PIPE Financing (as defined below), equaling no less than $85,000,000 (after deducting any amounts paid to CHAQ stockholders that exercise their redemption rights in connection with the Business Combination) (the “Minimum Cash Condition”) and (iii) the approval by the NYSE of CHAQ’s listing application in connection with the Business Combination. | 1. Nature of Business and Basis of Presentation Nature of Business Renovacor, Inc. (the “Company”, or “Renovacor”), a Delaware corporation, was founded on June 7, 2013. The Company is a preclinical stage gene-therapy company with a focus on developing a pipeline of innovative and proprietary gene therapies for diseases in areas of high unmet medical need associated with mutations in the Bcl2-associated athanogene 3, or BAG3, gene. The Company is subject to risks common to companies in the biopharmaceutical industry, including, but not limited to, risks related to the successful development and commercialization of product candidates, fluctuations in operating results and financial risks, the ability to successfully raise additional funds when needed, protection of proprietary rights and patent risks, patent litigation, compliance with government regulations, dependence on key personnel and prospective collaborative partners, and competition from competing products in the marketplace. Liquidity Considerations The Company has evaluated whether there are conditions and events, considered in the aggregate, that raise substantial doubt about its ability to continue as a going concern within one year after the date the financial statements are issued. As of December 31, 2020, the Company had an accumulated deficit of $4.9 million. The Company has incurred losses and negative cash flows from operations since inception, including net losses of $1.6 million and $3.2 million for the years ended December 31, 2019 and 2020, respectively. The Company expects that its operating losses and negative cash flows will continue for the foreseeable future as the Company continues to expand its research and development programs and develop its product candidates. The Company currently expects that its cash and cash equivalents of $5.4 million as of December 31, 2020 will not be sufficient to fund its operating expenses and capital requirement for more than 12 months from the date these financial statements are issued, and therefore substantial doubt exists about the Company’s ability to continue as a going concern. Additional funding will be necessary to fund future preclinical and clinical activities. The accompanying financial statements have been prepared in conformity with accounting principles generally accepted in the United States of America (“ U.S. GAAP On March 22, 2021, the Company entered into a merger agreement (“ Merger Chardan In the event the Company does not complete the Merger, the Company will seek additional funding through private equity financings, debt financings, collaborations, strategic alliances and marketing, distribution, or licensing arrangements. Although the Company has been successful in raising capital in the past, there is no assurance that the Company will be successful in obtaining such additional financing on terms acceptable to the Company, if at all, and the Company may not be able to enter into collaborations or other arrangements. If the Company is unable to obtain funding, the Company could be forced to delay, reduce, or eliminate its research and development programs, which could adversely affect its business prospects and its ability to continue operations. Basis of Presentation The accompanying financial statements are prepared in conformity with U.S. GAAP. Any reference in these notes to applicable guidance is meant to refer to the authoritative U.S. GAAP as found in the Accounting Standards Codification (“ ASC ASU FASB |
Summary of Significant Accounti
Summary of Significant Accounting Policies | 6 Months Ended | 12 Months Ended |
Jun. 30, 2021 | Dec. 31, 2020 | |
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES | 2. Summary of Significant Accounting Policies Basis of Presentation The accompanying unaudited interim condensed financial statements have been prepared pursuant to the rules and regulation of the United States Securities and Exchange Commission (“SEC”) for interim financial reporting. These condensed statements are unaudited and, in the opinion of management, include all adjustments (consisting of normal recurring adjustments and accruals) necessary to fairly present the results of the interim periods. The condensed balance sheet at December 31, 2020, has been derived from the audited financial statements at that date. Operating results and cash flows for the six months ended June 30, 2021 are not necessarily indicative of the results that may be expected for the fiscal year ended December 31, 2021 or any other future period. Certain information and footnote disclosures normally included in annual financial statements prepared in accordance with accounting principles generally accepted in U.S. GAAP have been omitted in accordance with the rules and regulations for interim reporting of the SEC. These interim condensed financial statements should be read in conjunction with the financial statements and notes thereto included in our report for the year ended December 31, 2020 (included elsewhere in this document). Significant Accounting Policies The significant accounting policies used in preparation of these condensed financial statements are disclosed in our annual financial statements for the year ended December 31, 2020. There have been no changes to the Company’s significant accounting policies during the six months ended June 30, 2021. Deferred Merger Costs The Company capitalizes specific incremental legal, accounting, and other fees and costs directly attributable to the proposed business combination with CHAQ as deferred merger costs. As of June 30, 2021, there were $2.3 million of such costs capitalized on the balance sheet. Emerging Growth Company Status Upon completion of the Merger with CHAQ, the Company expects to qualify as an emerging growth company, as defined in the Jumpstart Our Business Startups Act of 2012 (“JOBS Act”). Under the JOBS Act, emerging growth companies can delay adopting new or revised accounting standards issued subsequent to the enactment of the JOBS Act, until such time as those standards apply to private companies. The Company expects to use this extended transition period for complying with new or revised accounting standards that have different effective dates for public and private companies until the earlier of the date, that it (i) is no longer an emerging growth company, or (ii) affirmatively and irrevocably opts out of the extended transition period provided in the JOBS Act. As a result, these financial statements may not be comparable to companies that comply with the new or revised accounting pronouncements as of public company effective dates. New Accounting Pronouncements From time to time, new accounting pronouncements are issued by the Financial Accounting Standards Board (“FASB”) and rules are issued by the SEC that the Company has or will adopt as of a specified date. Unless otherwise noted, management does not believe that any other recently issued accounting pronouncements issued by the FASB or guidance issued by the SEC had, or is expected to have, a material impact on the Company’s present or future financial statements. Accounting Pronouncements Recently Adopted In August 2020, the FASB issued Accounting Standards Update (“ASU”) 2020-06, Debt - Debt with Conversion and Other Options (Subtopic 470-20) 815-40): 2020-06 Accounting Pronouncements Not Yet Adopted In February 2016, the FASB issued ASU No. 2016-02, Leases 2019-10 2020-05, both 2016-02 non-public for non-public entities right-of-use | 2. Summary of Significant Accounting Policies Use of Estimates The preparation of financial statements in conformity with U.S. GAAP requires management to make estimates and assumptions that affect the reported amounts of assets, liabilities, expense, and related disclosures. The Company bases estimates and assumptions on historical experience when available and on various factors that it believes to be reasonable under the circumstances. The Company evaluates its estimates and assumptions on an ongoing basis. Estimates relied upon in preparing these financial statements relate to, but are not limited to, the fair value of common stock, stock-based compensation assumptions and accrued expenses (including accrued and prepaid clinical costs). Actual results may differ from these estimates under different assumptions or conditions. Cash and Cash Equivalents The Company considers all highly liquid investments with original maturities of 90 days or less to be cash equivalents. Concentration of Credit Risks Financial instruments that subject the Company to significant concentrations of credit risk consist primarily of cash and cash equivalents. The Company’s cash and cash equivalents are held at an accredited financial institution and the Company has not experienced any losses in such accounts. The Company maintains its cash in bank deposit accounts, which at times may exceed federally insured limits. The Company believes it is not exposed to any significant risk in cash and cash equivalents. Fair Value of Financial Instruments Fair value is defined as the price received to sell an investment in a timely transaction or pay to transfer a liability in a timely transaction with an independent buyer in the principal market, or in the absence of a principal market, the most advantageous market for the investment or liability. A framework is used for measuring fair value utilizing a three-tier hierarchy that prioritizes the inputs to valuation techniques used to measure fair value. The hierarchy gives the highest priority to unadjusted quoted prices in active markets for identical assets or liabilities (Level 1) and the lowest priority to unobservable inputs (Level 3). The three levels of the fair value hierarchy are as follows: Level 1 Level 2 Level 3 Financial instruments are categorized in their entirety based on the lowest level of input that is significant to the fair value measurement. The assessment of the significance of a particular input to the fair value measurement requires judgment and considers factors specific to the investment. To the extent that the valuation is based on models or inputs that are less observable or unobservable in the market, the determination of fair value requires more judgment. Accordingly, the degree of judgment exercised by the Company in determining fair value is greatest for instruments categorized in Level 3. There were no assets or liabilities measured at fair value on a nonrecurring basis during the years ended December 31, 2019 and 2020, respectively. Property and Equipment, net Property and equipment are recorded at cost less accumulated depreciation. Depreciation expense is recognized using the straight-line method over the estimated useful lives of the related assets as follows: Estimated Useful Life Laboratory equipment 5 Furniture and fixtures and office equipment 5 Computer equipment and software 3 Depreciation expense is included in research and development and general and administrative expenses. Major additions and upgrades are capitalized; maintenance and repairs, which do not improve or extend the life of the respective assets, are expensed as incurred. Upon retirement or sale, the cost of assets disposed of and the related accumulated depreciation are removed from the accounts and any resulting gain or loss is included in income (loss) from operations. Impairment of Long-Lived Assets Long-lived assets to be held and used are tested for recoverability whenever events or changes in business circumstances indicate that the carrying amount of the assets may not be fully recoverable. Factors that the Company considers in deciding when to perform an impairment review include significant underperformance of the business in relation to expectations, significant negative industry or economic trends, and significant changes or planned changes in the use of the assets. If an impairment review is performed to evaluate a long-lived asset for recoverability, the Company compares forecasts of undiscounted cash flows expected to result from the use and eventual disposition of the long-lived asset to its carrying value. In the event that such cash flows are not expected to be sufficient to recover the carrying amount of the assets, the assets are written down to their fair values. The Company recognized no asset impairment losses in the years ended December 31, 2019 and 2020, respectively. Research and Development Expenses The Company expenses research and development expenses as incurred. The Company’s research and development expenses consist primarily of costs incurred in performing research and development activities, including personnel-related expenses such as salaries, stock-based compensation, and benefits, and external costs of outside vendors engaged to conduct preclinical development activities. The Company accrues for expenses related to development activities performed by third parties based on an evaluation of services received and efforts expended pursuant to the terms of the contractual arrangements. There may be instances in which payments made to the Company’s vendors will exceed the level of services provided and result in a prepayment of expenses. In accruing service fees, the Company estimates the time period over which services will be performed and the level of effort to be expended in each period. If the actual timing of the performance of services or the level of effort varies from the estimate, the Company will adjust the accrual or prepaid expense accordingly. Convertible Preferred Stock The Company classifies convertible preferred stock outside of stockholders’ deficit on its balance sheets as the requirements of triggering a deemed liquidation event are not within the Company’s control. In the event of a deemed liquidation event, the proceeds from the event are distributed in accordance with liquidation preferences (see Note 8). The Company adjusts the carrying value of the convertible preferred stock to their redemption values when it becomes probable a redemption event will occur. Stock-Based Compensation The Company measures all stock-based awards granted based on the fair value on the date of the grant and recognizes compensation expense with respect to those awards over the requisite service period, which is generally the vesting period of the respective award. Generally, the Company issues awards with only service-based The Company classifies stock-based compensation expense in the statement of operations in the same manner in which the award recipients’ payroll costs are classified or in which the award recipients’ service payments are classified. The fair value of each stock option is estimated on the date of grant using the Black-Scholes option-pricing model (“ Black-Scholes Expected Volatility Expected Term SAB 107 Risk-Free Interest Rate Dividends Forfeitures Grant Date Fair Value marketability. In determining the fair value of the shares of common stock, the methodologies used to estimate the enterprise value were performed using methodologies, approaches, and assumptions consistent with the American Institute of Certified Public Accountants Accounting and Valuation Guide, Valuation of Privately-Held-Company Income Taxes The Company accounts for income taxes in accordance with FASB ASC 740, Income Taxes ASC 740 The Company follows the provisions of ASC 740 relative to accounting for uncertain tax positions. These provisions provide guidance on the recognition, de-recognition Net Loss per Share Basic net loss per share of common stock is computed by dividing net loss attributable to common stockholders by the weighted-average number of shares of common stock outstanding during each period. Diluted net loss per share of common stock includes the effect, if any, from the potential exercise or conversion of securities, such as convertible preferred stock and stock options, which would result in the issuance of incremental shares of common stock. For diluted net loss per share, the weighted-average number of shares of common stock is the same for basic net loss per share due to the fact that when a net loss exists, dilutive securities are not included in the calculation as the impact is anti-dilutive. Shares of common stock subject to repurchase are excluded from the weighted-average shares until the period in which such repurchase rights lapse. The Company’s convertible preferred stock entitles the holder to participate in dividends and earnings of the Company, and, in periods in which net income is reported, the two-class two-class Segments Operating segments are defined as components of an entity for which separate financial information is available and that is regularly reviewed by the chief operating decision maker (“ CODM Emerging Growth Company Status Upon completion of the Merger with Chardan (see Note 14), the Company expects to qualify as an emerging growth company, as defined in the Jumpstart Our Business Startups Act of 2012 (“ JOBS Act longer an emerging growth company, or (ii) affirmatively and irrevocably opts out of the extended transition period provided in the JOBS Act. As a result, these financial statements may not be comparable to companies that comply with the new or revised accounting pronouncements as of public company effective dates. Recently Adopted Accounting Pronouncements In August 2016, the Financial Accounting Standards Board (“ FASB No. 2016-15, Classification of Certain Cash Receipts and Cash Payments In June 2019, the FASB issued ASU No. 2019-07, Improvements to Nonemployee Share-Based Payment Accounting Accounting Pronouncements Not Yet Adopted In February 2016, the FASB issued ASU No. 2016-02, Leases ASU 2019-10 and ASU 2020-05, both ASU 2016-02 non-public for non-public entities a right-of-use (ROU) In August 2020, the FASB issued ASU 2020-06, Debt — Debt with Conversion and Other Options (Subtopic 470-20) 815-40): 2020-06 |
Chardan Healthcare Acquisition 2 Corp. [Member] | ||
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES | NOTE 2. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES Basis of Presentation The accompanying financial statements of the Company are presented in conformity with accounting principles generally accepted in the United States of America (“GAAP”) and pursuant to the rules and regulations of the SEC. Certain information or footnote disclosures normally included in financial statements prepared in accordance with GAAP have been condensed or omitted, pursuant to the rules and regulations of the SEC for interim financial reporting. Accordingly, they do not include all the information and footnotes necessary for a comprehensive presentation of financial position, results of operations, or cash flows. In the opinion of management, the accompanying unaudited condensed financial statements include all adjustments, consisting of a normal recurring nature, which are necessary for a fair presentation of the financial position, operating results and cash flows for the periods presented. The accompanying unaudited condensed financial statements should be read in conjunction with the Company’s Annual Report on Form 10-K 10-Q Emerging Growth Company The Company is an “emerging growth company,” as defined in Section 2(a) of the Securities Act, as modified by the Jumpstart Our Business Startups Act of 2012 (the “JOBS Act”), and it may take advantage of certain exemptions from various reporting requirements that are applicable to other public companies that are not emerging growth companies including, but not limited to, not being required to comply with the independent registered public accounting firm attestation requirements of Section 404 of the Sarbanes-Oxley Act, reduced disclosure obligations regarding executive compensation in its periodic reports and proxy statements, and exemptions from the requirements of holding a nonbinding advisory vote on executive compensation and stockholder approval of any golden parachute payments not previously approved. Further, Section 102(b)(1) of the JOBS Act exempts emerging growth companies from being required to comply with new or revised financial accounting standards until private companies (that is, those that have not had a Securities Act registration statement declared effective or do not have a class of securities registered under the Exchange Act) are required to comply with the new or revised financial accounting standards. The JOBS Act provides that a company can elect to opt out of the extended transition period and comply with the requirements that apply to non-emerging 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 and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of revenues and expenses during the reporting period. Making estimates requires management to exercise significant judgment. It is at least reasonably possible that the estimate of the effect of a condition, situation or set of circumstances that existed at the date of the financial statement, which management considered in formulating its estimate, could change in the near term due to one or more future events. Accordingly, the actual results could differ significantly from those estimates. Cash and Cash Equivalents The Company considers all short-term investments with an original maturity of three months or less when purchased to be cash equivalents. The Company did not have any cash equivalents as of June 30, 2021 and December 31, 2020. Investments Held in Trust Account At June 30, 2021, the assets held in the Trust Account were held in money market funds, which are invested in U.S. Treasury securities. Common Stock Subject to Possible Redemption The Company accounts for its common stock subject to possible redemption in accordance with the guidance in Accounting Standards Codification (“ASC”) Topic 480 “Distinguishing Liabilities from Equity.” Common stock subject to mandatory redemption is classified as a liability instrument and is measured at fair value. Conditionally redeemable common stock (including common stock that features redemption rights that are either within the control of the holder or subject to redemption upon the occurrence of uncertain events not solely within the Company’s control) is classified as temporary equity. At all other times, common stock is classified as stockholders’ equity. The Company’s common stock features certain redemption rights that are considered to be outside of the Company’s control and subject to occurrence of uncertain future events. Accordingly, common stock subject to possible redemption is presented at redemption value as temporary equity, outside of the stockholders’ equity section of the Company’s balance sheet. Transaction Costs associated with the Initial Public Offering The Company complies with the requirements of ASC 340-10-S99-1 Expenses of Offering Warrant Liabilities The Company accounts for warrants as either equity-classified or liability-classified instruments based on an assessment of the warrant’s specific terms and applicable authoritative guidance in ASC 480, Distinguishing Liabilities from Equity Derivatives and Hedging For issued or modified warrants that meet all of the criteria for equity classification, the warrants are required to be recorded as a component of additional paid-in non-cash Income Taxes The Company complies with the accounting and reporting requirements of ASC Topic 740— Income Taxes ASC Topic 740 prescribes a recognition threshold and a measurement attribute for the financial statement recognition and measurement of tax positions taken or expected to be taken in a tax return. For those benefits to be recognized, a tax position must be more-likely-than-not Net Loss Per Share Net loss per common share is computed by dividing net loss by the weighted average number of shares of Common Stock outstanding during the period, excluding shares of Common Stock subject to forfeiture. Shares of Common Stock subject to possible redemption at June 30, 2021, which are not currently redeemable and are not redeemable at fair value, have been excluded from the calculation of basic net loss per common share since such shares, if redeemed, only participate in their pro rata share of the Trust Account earnings. The Company has not considered the effect of warrants sold in the Initial Public Offering and the private placement to purchase 7,811,322, shares of Common Stock in the calculation of diluted loss per share, since the warrants are contingently exercisable, and the contingencies have not yet been met. As a result, diluted net loss per common share is the same as basic net loss per common share for the period presented. Three Months Three Months Six Months Six Months Class A Common Stock subject to possible redemption Numerator: Earnings attributable to Class A Common Stock subject to possible redemption Franchise tax expense $ (25,000 ) $ — $ (39,243 ) $ — Net earnings attributable to Class A Common Stock subject to possible redemption $ (25,000 ) $ — $ (39,243 ) $ — Denominator: Weighted average Class A Common Stock subject to possible redemption Basic and diluted weighted average shares outstanding, Class A Common Stock subject to possible redemption 8,622,644 3,913,315 8,167,884 3,913,315 Basic and diluted net earnings per share, Class A Common Stock subject to possible redemption $ 0.00 $ 0.00 $ 0.00 $ 0.00 Non-Redeemable Numerator: Non-redeemable Net loss $ (488,005 ) $ (1,795,149 ) $ (1,684,261 ) $ (1,812,072 ) Less: Net earnings attributable to Class A Common Stock subject to possible redemption 25,000 — 39,243 — Non-redeemable $ (463,005 ) $ (1,795,149 ) $ (1,645,018 ) $ (1,812,072 ) Denominator: Weighted average Non-Redeemable Basic and diluted weighted average shares outstanding, Non-Redeemable 2,155,661 3,913,315 2,610,421 3,913,315 Basic and diluted net loss per share, Non-Redeemable $ 0.00 $ (0.46 ) $ 0.00 $ (0.46 ) Concentration of Credit Risk Financial instruments that potentially subject the Company to concentration of credit risk consist of a cash account in a financial institution which, at times may exceed the Federal depository insurance coverage of $250,000. The Company has not experienced losses on this account and management believes the Company is not exposed to significant risks on such account. Fair Value of Financial Instruments The Company applies ASC 820, Fair Value Measurement The carrying amounts reflected in the balance sheet for cash, prepaid expenses, and accounts payable and accrued expenses approximate fair value due to their short-term nature. The valuation hierarchy is composed of three levels. The classification within the valuation hierarchy is based on the lowest level of input that is significant to the fair value measurement. The levels within the valuation hierarchy are described below: Level 1—Assets and liabilities with unadjusted, quoted prices listed on active market exchanges. Inputs to the fair value measurement are observable inputs, such as quoted prices in active markets for identical assets or liabilities. Level 2—Inputs to the fair value measurement are determined using prices for recently traded assets and liabilities with similar underlying terms, as well as direct or indirect observable inputs, such as interest rates and yield curves that are observable at commonly quoted intervals. Level 3—Inputs to the fair value measurement are unobservable inputs, such as estimates, assumptions, and valuation techniques when little or no market data exists for the assets or liabilities. See Note 9 for additional information on assets and liabilities measured at fair value. Recent Accounting Standards In August 2020, the Financial Accounting Standards Board (“FASB”) issued Accounting Standards Update (“ASU”) 2020-06, Debt — Debt with Conversion and Other Options (Subtopic 470-20) 815-40) 2020-06”) 2020-06 exception guidance pertaining to equity classification of contracts in an entity’s own equity. The new standard also introduces additional disclosures for convertible debt and freestanding instruments that are indexed to and settled in an entity’s own equity. ASU 2020-06 if-converted 2020-06 2020-06 Management does not believe that any recently issued, but not yet effective, accounting standards, if currently adopted, would have a material effect on the Company’s financial statements. | NOTE 2. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES Basis of Presentation The accompanying financial statements are presented in conformity with accounting principles generally accepted in the United States of America (“ GAAP Emerging Growth Company The Company is an “emerging growth company,” as defined in Section 2(a) of the Securities Act of 1933, as amended (the “ Securities Act JOBS Act Sarbanes-Oxley Act, reduced disclosure obligations regarding executive compensation in its periodic reports and proxy statements, and exemptions from the requirements of holding a nonbinding advisory vote on executive compensation and stockholder approval of any golden parachute payments not previously approved. Further, Section 102(b)(1) of the JOBS Act exempts emerging growth companies from being required to comply with new or revised financial accounting standards until private companies (that is, those that have not had a Securities Act registration statement declared effective or do not have a class of securities registered under the Exchange Act) are required to comply with the new or revised financial accounting standards. The JOBS Act provides that a company can elect to opt out of the extended transition period and comply with the requirements that apply to non-emerging Use of Estimates The preparation of the financial statements in conformity with GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of revenues and expenses during the reporting period. Making estimates requires management to exercise significant judgment. It is at least reasonably possible that the estimate of the effect of a condition, situation or set of circumstances that existed at the date of the financial statements, which management considered in formulating its estimate, could change in the near term due to one or more future confirming events. Accordingly, the actual results could differ significantly from those estimates. Cash and Cash Equivalents The Company considers all short-term investments with an original maturity of three months or less when purchased to be cash equivalents. The Company did not have any cash equivalents as of December 31, 2020 and 2019. Marketable Securities Held in Trust Account At December 31, 2020, substantially all of the assets held in the Trust Account were held in money market funds which invest in U.S. Treasury securities. Common Stock Subject to Possible Redemption The Company accounts for its common stock subject to possible redemption in accordance with the guidance in Accounting Standards Codification (“ ASC Income Taxes The Company complies with the accounting and reporting requirements of Accounting Standards Codification (“ ASC ASC Topic 740 more-likely-than-not On March 27, 2020, President Trump signed the Coronavirus Aid, Relief, and Economic Security “CARES” Act into law. The CARES Act includes several significant business tax provisions that, among other things, would eliminate the taxable income limit for certain net operating losses (“ NOL Net Loss Per Common Share Net loss per common share is computed by dividing net loss by the weighted average number of shares of common stock outstanding during the period, excluding shares of common stock subject to forfeiture. Shares of common stock subject to possible redemption at December 31, 2020, which are not currently redeemable and are not redeemable at fair value, have been excluded from the calculation of basic net loss per common share since such shares, if redeemed, only participate in their pro rata share of the Trust Account earnings. The Company has not considered the effect of warrants sold in the Initial Public Offering and the private placement to purchase 7,811,322, shares of common stock in the calculation of diluted loss per share, since the exercise of the warrants are contingent upon the occurrence of future events. As a result, diluted net loss per common share is the same as basic net loss per common share for the period presented. Concentration of Credit Risk Financial instruments that potentially subject the Company to concentrations of credit risk consist of a cash account in a financial institution which, at times may exceed the Federal Depository Insurance Coverage of $250,000. The Company has not experienced losses on this account and management believes the Company is not exposed to significant risks on such account. Fair Value of Financial Instruments The fair value of the Company’s assets and liabilities, which qualify as financial instruments under ASC Topic 820, “Fair Value Measurement,” approximates the carrying amounts represented in the accompanying balance sheets, primarily due to their short-term nature. Recently Issued Accounting Standards Management does not believe that any recently issued, but not yet effective, accounting standards, if currently adopted, would have a material effect on the accompanying financial statements. |
Prepaid Expenses and Other Curr
Prepaid Expenses and Other Current Assets | 6 Months Ended | 12 Months Ended |
Jun. 30, 2021 | Dec. 31, 2020 | |
Prepaid Expense and Other Assets, Current [Abstract] | ||
Prepaid Expenses and Other Current Assets | 3. Prepaid Expenses and Other Current Assets Prepaid expenses and other current assets consisted of the following: December 31, June 30, 2020 2021 Research and development costs $ 90,570 $ 500,300 Insurance and other 16,726 44,982 Total prepaid expenses and other current assets $ 107,296 $ 545,282 | 3. Prepaid Expenses and Other Current Assets Prepaid expenses and other current assets consisted of the following: December 31, 2019 2020 Research and development costs $ 87,932 $ 90,570 Insurance 11,512 15,226 Other — 1,500 Total prepaid expenses and other current assets $ 99,444 $ 107,296 |
Initial Public Offering
Initial Public Offering | 6 Months Ended | 12 Months Ended |
Jun. 30, 2021 | Dec. 31, 2020 | |
Chardan Healthcare Acquisition 2 Corp.[Member] | ||
INITIAL PUBLIC OFFERING | NOTE 3. INITIAL PUBLIC OFFERING Pursuant to the Initial Public Offering, the Company sold 8,622,644 Units, at a purchase price of $10.00 per Unit, inclusive of 122,644 Units sold to the underwriters on June 5, 2020 upon the underwriters’ election to partially exercise their over-allotment option. Each Unit consists of one share of common stock and one warrant (“Public Warrant”). Each Public Warrant entitles the holder to purchase one-half | NOTE 3. PUBLIC OFFERING Pursuant to the Initial Public Offering, the Company sold 8,622,644 Units, at a purchase price of $10.00 per Unit, inclusive of 122,644 Units sold to the underwriters on June 5, 2020 upon the underwriters’ election to partially exercise their over-allotment option. Each Unit consists of one share of common stock and one Public Warrant one |
Property and Equipment, Net
Property and Equipment, Net | 6 Months Ended | 12 Months Ended |
Jun. 30, 2021 | Dec. 31, 2020 | |
Property, Plant and Equipment [Abstract] | ||
Property and Equipment, Net | 4. Property and Equipment, Net Property and equipment, net, consisted of the following: December 31, June 30, 2020 2021 Laboratory equipment $ 2,500 $ 2,500 Less: accumulated amortization (1,952 ) (2,371 ) Property and equipment, net $ 548 $ 129 Depreciation expense for each of the six months ended June 30, 2020 and 2021 was $419. | 4. Property and Equipment, Net Property and equipment, net, consisted of the following: December 31, 2019 2020 Laboratory equipment $ 2,500 $ 2,500 Less: accumulated depreciation (1,115 ) (1,952 ) $ 1,385 $ 548 Depreciation expense for the years ended December 31, 2019 and 2020 was $837, respectively. |
Private Placement
Private Placement | 6 Months Ended | 12 Months Ended |
Jun. 30, 2021 | Dec. 31, 2020 | |
Chardan Healthcare Acquisition 2 Corp.[Member] | ||
PRIVATE PLACEMENT | NOTE 4. PRIVATE PLACEMENT Simultaneously with the closing of the Initial Public Offering, the Sponsor purchased an aggregate of 3,500,000 Private Placement Warrants at a price of $0.40 per Private Placement Warrant, for an aggregate purchase price of $1,400,000. Each Private Placement Warrant is exercisable to purchase one share of common stock at an exercise price of $11.50. If the Company does not complete a Business Combination within the Combination Period, the proceeds from the sale of the Private Placement Warrants will be used to fund the redemption of the Public Shares (subject to the requirements of applicable law) and the Private Placement Warrants will expire worthless. The Private Placement Warrants are identical to the Public Warrants underlying the Units sold in the Initial Public Offering except that the Private Placement Warrants will be exercisable for cash (even if a registration statement covering the shares of common stock issuable upon exercise of such warrants is not effective) or on a cashless basis, at the holder’s option, and will not be non-redeemable As of June 30, 2021, there were 3,500,000 Private Placement Warrants outstanding. The Company classifies the outstanding Private Placement Warrants as warrant liabilities on the Balance Sheet in accordance with the guidance contained in ASC 815-40. The warrant liability is initially measured at fair value upon the closing of the Initial Public Offering and subsequently re-measured condensed statements of operations. For the six months ended June 30, 2021 and 2020, the Company recognized a gain (loss) in connection with changes in the fair value of warrant liabilities of $280,000 and $(35,000), respectively, within change in fair value of warrant liabilities in the condensed statements of operations. | NOTE 4. PRIVATE PLACEMENT Simultaneously with the closing of the Initial Public Offering, the Sponsor purchased an aggregate of 3,500,000 Private Placement Warrants at a price of $0.40 per Private Placement Warrant, for an aggregate purchase price of $1,400,000. Each Private Placement Warrant is exercisable to purchase one share of common stock at an exercise price of $ 11.50 |
Accrued Expenses
Accrued Expenses | 6 Months Ended | 12 Months Ended |
Jun. 30, 2021 | Dec. 31, 2020 | |
Payables and Accruals [Abstract] | ||
Accrued Expenses | 5. Accrued Expenses Accrued expenses consisted of the following: December 31, June 30, 2020 2021 Employee compensation and benefits $ 35,375 $ 285,806 External research and development expenses 21,500 172,631 Deferred merger costs — 84,748 Professional fees and other — 93,003 Total accrued expenses $ 56,875 $ 636,188 | 5. Accrued Expenses Accrued expenses consisted of the following: December 31, 2019 2020 Accrued employee compensation and benefits $ 8,246 $ 35,375 Accrued external research and development expenses 5,000 21,500 Shares of restricted common stock subject to repurchase 18,125 — Accrued professional fees 7,714 — Total accrued expenses $ 39,085 $ 56,875 |
Related Party Transactions
Related Party Transactions | 6 Months Ended | 12 Months Ended |
Jun. 30, 2021 | Dec. 31, 2020 | |
RELATED PARTY TRANSACTIONS | 11. Related Parties The Company incurred consulting fees with Dr. Arthur Feldman, the founder and a current director of the Company, of approximately $50,000 for each of the six months ended June 30, 2020 and 2021, respectively. As of June 30, 2021, amounts due to Dr. Feldman totaled approximately $17,000. | 13. Related Parties In August 2019, the Company paid-off |
Chardan Healthcare Acquisition 2 Corp. [Member] | ||
RELATED PARTY TRANSACTIONS | NOTE 5. RELATED PARTY TRANSACTIONS Founder Shares In December 2018, the Company issued an aggregate of 5,000,000 shares of common stock to the Sponsor for an aggregate purchase price of $25,000. On April 28, 2020, the Sponsor cancelled 2,556,250 of its shares, resulting in 2,443,750 remaining shares owned by the Sponsor (“Founder Shares”). The Founder Shares included an aggregate of up to 318,750 shares subject to forfeiture by the Sponsor to the extent that the underwriters’ over-allotment was not exercised in full or in part, so that the Sponsor would own 20% of the Company’s issued and outstanding shares after the Initial Public Offering (assuming the Sponsor did not purchase any Public Shares in the Initial Public Offering). As a result of the underwriters’ election to partially exercise their over-allotment option, 288,089 Founder Shares were forfeited and 30,661 Founder Shares are no longer subject to forfeiture, resulting in there being 2,155,661 Founder Shares outstanding. The Initial Stockholders have agreed that, subject to certain limited exceptions, 50% of the Founder Shares will not be transferred, assigned, sold or released from escrow until the earlier of (i) six months after the date of the consummation of a Business Combination or (ii) the date on which the closing price of the Company’s shares of common stock equals or exceeds $12.50 per share (as adjusted for stock splits, stock dividends, reorganizations and recapitalizations) for any 10 trading days within any 30-trading Promissory Note—Related Party On January 14, 2020, the Company issued an unsecured promissory note (the “Promissory Note”) to the Sponsor, pursuant to which the Company may borrow up to an aggregate principal amount of $500,000. As of April 28, 2020, there was $30,000 outstanding under the Promissory Note. The Promissory Note was repaid on April 29, 2020. On April 28, 2020, the Company issued a $500,000 promissory note to the Sponsor (the “Sponsor Promissory Note”) in exchange for $500,000 in cash that was used to pay the underwriting discount at the consummation of the Initial Public Offering. The Sponsor Promissory Note is non-interest Administrative Support Agreement The Company entered into an agreement whereby, commencing on April 28, 2020, the Company will pay an affiliate of the Sponsor up to $10,000 per month for general and administrative services including office space, utilities and secretarial support. Upon completion of a Business Combination or its liquidation, the Company will cease paying these monthly fees. For the three months ended June 30, 2021 and 2020, the Company incurred $30,000 and $20,000, respectively, in fees for these services, respectively. For the six months ended June 30, 2021 and 2020, the Company incurred $60,000 and $20,000, respectively, in fees for these services. Related Party Loans In order to finance transaction costs in connection with a Business Combination, the Sponsor, an affiliate of the Sponsor, or the Company’s officers and directors may, but are not obligated to, loan the Company funds from time to time or at any time, as may be required (“Working Capital Loans”). Each Working Capital Loan would be evidenced by a promissory note. The Working Capital Loans would be paid upon consummation of a Business Combination, without interest. | NOTE 5. RELATED PARTY TRANSACTIONS Founder Shares In December 2018, the Company issued an aggregate of 5,000,000 shares of common stock to the Sponsor for an aggregate purchase price of $25,000. On April 28, 2020, the Sponsor cancelled 2,556,250 of its shares, resulting in 2,443,750 remaining shares owned by the Sponsor (“ Founder Shares The Initial Stockholders have agreed that, subject to certain limited exceptions, 50% of the Founder Shares will not be transferred, assigned, sold or released from escrow until the earlier of (i) six months after the date of the consummation of a Business Combination or (ii) the date on which the closing price of the Company’s shares of common stock equals or exceeds $12.50 per share (as adjusted for stock splits, stock dividends, reorganizations and recapitalizations) for any 10 trading days within any 30-trading Promissory Note — Related Party On January 14, 2020, the Company issued an unsecured promissory note (the “ Promissory Note On April 28, 2020, the Company issued a $500,000 promissory note to the Sponsor (the “Sponsor Promissory Note”) in exchange for $500,000 in cash that was used to pay the underwriting discount at the consummation of the Initial Public Offering. The Sponsor Promissory Note is non-interest Related Party Loans In order to finance transaction costs in connection with a Business Combination, the Sponsor, an affiliate of the Sponsor, or the Company’s officers and directors may, but are not obligated to, loan the Company funds from time to time or at any time, as may be required (“ Working Capital Loans Administrative Support Agreement The Company entered into an agreement whereby, commencing on April 28, 2020, the Company will pay an affiliate of the Sponsor up to $10,000 per month for general and administrative services including office space, utilities and secretarial support. Upon completion of a Business Combination or its liquidation, the Company will cease paying these monthly fees. For the year ended December 31, 2020, the Company incurred $90,000, in fees for these services, of which $20,000 is included in accounts payable and accrued expensed in the accompanying balance sheet. |
Commitments and Contingencies
Commitments and Contingencies | 6 Months Ended | 12 Months Ended |
Jun. 30, 2021 | Dec. 31, 2020 | |
Commitments and Contingencies | 6. Commitments and Contingencies Legal Proceedings The Company is not currently subject to any material legal proceedings. Sponsored Research Agreements (“SRA”) The Company is committed to funding the SRA it entered with Temple University as further described in Note 7. | 6. Commitments and Contingencies Legal Proceedings The Company is not currently subject to any material legal proceedings. Sponsored Research Agreements (“ SRA ”) The Company is committed to funding the SRA it entered with Temple University as further described in Note 7. |
Chardan Healthcare Acquisition 2 Corp. [Member] | ||
Commitments and Contingencies | NOTE 6. COMMITMENTS Registration Rights Pursuant to a registration rights agreement entered into on April 23, 2020, the holders of the Founder Shares, Private Placement Warrants (and their underlying securities) are entitled to registration rights. The holders of a majority of these securities will be entitled to make up to two demands that the Company register such securities. The holders of the majority of the Founder Shares can elect to exercise these registration rights at any time commencing three months prior to the date on which these shares of common stock are to be released from escrow. The holders of a majority of the Private Placement Warrants (and their underlying securities) can elect to exercise these registration rights at any time after the Company consummates a Business Combination. In addition, the holders will have certain “piggy-back” registration rights with respect to registration statements filed subsequent to the completion of a Business Combination. The Company will bear the expenses incurred in connection with the filing of any such registration statements. Chardan Capital Markets, LLC and its related persons may not, with respect to the Private Placement Warrants purchased by the Sponsor, | NOTE 6. COMMITMENTS Registration Rights Pursuant to a registration rights agreement entered into on April 23, 2020, the holders of the Founder Shares, Private Placement Warrants (and their underlying securities) are entitled to registration rights. The holders of a majority of these securities will be entitled to make up to two demands that the Company register such securities. The holders of the majority of the Founder Shares can elect to exercise these registration rights at any time commencing three months prior to the date on which these shares of common stock are to be released from escrow. The holders of a majority of the Private Placement Warrants (and their underlying securities) can elect to exercise these registration rights at any time after the Company consummates a Business Combination. In addition, the holders will have certain “piggy-back” registration rights with respect to registration statements filed subsequent to the completion of a Business Combination. The Company will bear the expenses incurred in connection with the filing of any such registration statements. Chardan Capital Markets, LLC and its related persons may not, with respect to the Private Placement Warrants purchased by the Sponsor, |
License and Sponsored Research
License and Sponsored Research Agreements | 6 Months Ended | 12 Months Ended |
Jun. 30, 2021 | Dec. 31, 2020 | |
Licensed And Sponsored Research Agreements [Abstract] | ||
License and Sponsored Research Agreements | 7. License and Sponsored Research Agreements Temple University In August 2019, the Company entered into an exclusive license agreement (the “License Agreement”) and a sponsored research agreement, which was amended effective as of August 12, 2019, August 27, 2019 and further amended effective as of July 1, 2021 (as amended to date, the “SRA”), each with Temple University (“Temple”). Pursuant to the License Agreement, Temple granted the Company an exclusive, royalty-bearing, sublicensable, worldwide license to certain patent rights in certain inventions related to the use of BAG3 technology for the diagnosis, prevention or treatment of diseases in humans, and a non-exclusive know-how non-commercial non-profit know-how IND-enabling know-how. Upon execution of the License Agreement in 2019, the Company issued to Temple 97,879 shares of common stock on the effective date of the transaction and agreed to issue Temple an additional 9,130 shares of common stock upon the closing date of the second tranche of the Series A Convertible Preferred Stock (Note 8). The Company also reimbursed Temple for the prosecution and maintenance costs incurred by Temple for the licensed patent rights prior to the Company entering into the License Agreement, and the Company is responsible for all the ongoing costs relating to the prosecution and maintenance of the Temple patent rights licensed to the Company going forward. The Company also agreed to pay Temple a minimum annual administrative fee of $20,000 per year beginning with the effective date of the License Agreement and continuing each annual anniversary thereafter. The License Agreement requires the Company to pay up to an aggregate of $1.25 million to Temple upon the achievement of certain developmental, regulatory and commercial milestones for the first licensed product that achieves said milestones regardless of the number of licensed products that achieve them. In addition, the Company is required to pay Temple a low single-digit royalty on net sales of any product utilizing the patent rights under the License Agreement, up to 50% of which may be reduced by payments Renovacor makes to third parties for freedom to operate. In addition, the Company must also pay a percentage of all consideration based on a percentage of sublicense consideration received by it, which percentage ranges from the mid-teens mid-twenties The License Agreement will remain effective until (i) the expiration date of the last-to-expire 60-day (d) non-payment 30-day 90-day As it relates to the SRA, prior to the amendment entered into in August 2021 and effective as of July 1, 2021, Temple was to conduct certain preclinical activities for a three-year period, unless terminated sooner or extended by mutual written consent, for which the Company was obligated to fund approximately $0.9 million over the three During each of the six months ended June 30, 2020 and 2021, the Company recorded research and development expenses of approximately $0.2 million related to the SRA. | 7. License and Sponsored Research Agreements Temple University In August 2019, the Company entered into an exclusive license agreement (“ License Agreement SRA Temple non-exclusive know-how non-commercial non-profit know-how IND-enabling know-how. Upon execution of the License Agreement in 2019, the Company issued to Temple 97,879 shares of common stock on the effective date of the transaction and agreed to issue Temple an additional 9,130 shares of common stock upon the closing date of the second tranche of the Series A Convertible Preferred Stock (see Note 8). The Company also reimbursed Temple for the prosecution and maintenance costs incurred by Temple for the licensed patent rights prior to the Company entering into the License Agreement, and the Company is responsible for all the ongoing costs relating to the prosecution and maintenance of the Temple patent rights licensed to the Company going forward. The Company also agreed to pay Temple a minimum annual administrative fee of $20,000 per year beginning with the effective date of the License Agreement and continuing each annual anniversary thereafter. In connection with the License Agreement, the Company recorded charges totaling $39,152 and $3,652 to research and development expense for the years ended December 31, 2019 and 2020, respectively, for the estimated fair value of the common shares issued to Temple. The Company also recorded charges of $225,168 to general and administrative expense in 2019 for the one-time The License Agreement requires the Company to pay up to an aggregate of $1.25 million to Temple upon the achievement of certain developmental, regulatory and commercial milestones for the first licensed product that achieves said milestones regardless of the number of licensed products that achieve them. In addition, the Company is required to pay Temple a low single-digit royalty on net sales of any product utilizing the patent rights under the License Agreement, up to 50% of which may be reduced by payments Renovacor makes to third parties for freedom to operate. In addition, the Company must also pay a percentage of all consideration based on a percentage of sublicense consideration received by it, which percentage ranges from the mid-teens mid-twenties The License Agreement will remain effective until (i) the expiration date of the last-to-expire 60-day (d) non-payment 30-day 90-day As it relates to the SRA, Temple will conduct such preclinical activities for a three-year period, unless terminated sooner or extended by mutual written consent, for which the Company is obligated to fund approximately $0.9 million over the three |
Convertible Preferred Stock
Convertible Preferred Stock | 6 Months Ended | 12 Months Ended |
Jun. 30, 2021 | Dec. 31, 2020 | |
Temporary Equity Disclosure [Abstract] | ||
Convertible Preferred Stock | 8. Convertible Preferred Stock Convertible preferred stock consisted of the following as of June 30, 2021: Issuance Dates Shares Issued and Outstanding Common Stock Issuable Upon Conversion Series A August 2019 934,803 934,803 Series A June 2020 209,658 209,658 Series A November 2020 1,434,057 1,434,057 Series A Convertible Preferred Stock In August 2019, the Company entered into a securities purchase agreement (the “Series A Agreement”) with certain investors to sell 2,718,286 shares of Series A convertible preferred stock, par value $0.0001 per share (“Series A Preferred Stock”), at $4.065063 per share for total gross cash proceeds of $11.1 million and the redemption of a $50,000 note payable. The Series A Agreement provides for three separate closing events, or tranches. beginning with the first tranche which closed in August 2019. The second tranche closed in November 2020, following the achievement of certain milestones provided for under the Series A Agreement. The closing of the third tranche will occur 20 days following the day the Company delivers to all participating investors a written certification by a majority of the Board of Directors, including at least one Series A Director, that certain milestones, as outlined in the Series A Agreement, have been met, if at all. The milestones include certain operational and preclinical activities the completion of which must occur within 36 months from the initial closing. The third tranche was outstanding as of June 30, 2021. In August 2019, the Company closed the first tranche and issued 934,803 shares of Series A Preferred Stock to investors at $4.065063 per share for gross cash proceeds of $3.8 million, less issuance costs of $0.4 million, resulting in net proceeds of $3.4 million. In June 2020, the Company entered into an amended securities purchase agreement (“Amended Series A Agreement”) permitting the sale of an additional 614,997 shares of Series A Preferred Stock at $4.065063 per share for gross cash proceeds of $2.5 million to an additional investor. In June 2020, the Company issued 209,658 shares of Series A Preferred Stock to the investor at $4.065063 per share for cash proceeds of $0.9 million, net of immaterial issuance costs. In November 2020, in accordance with the terms of the Amended Series A Agreement, the Company closed the second tranche and issued 1,434,057 shares of Series A Preferred Stock to investors at $4.065063 per share for cash proceeds of $5.8 million, net of immaterial issuance costs. The tranche right feature associated with the second closing and the third closing described above was evaluated in accordance with Accounting Standards Codification 815, Derivatives and Hedging Rights, Preferences, Privileges and Restrictions Voting . Dividends Liquidation Preference winding-up pari passu After payment of the Series A liquidation amounts in full, all of the remaining assets of the Company available for distribution to the stockholders shall be distributed among the holders of the preferred stock and common stock, pro rata Conversion Shares of preferred stock are automatically converted into shares of common stock upon either (a) the closing of an underwritten public offering at a price of at least $12.20 per share resulting in at least $60 million of gross proceeds to the Company, prior to deductions for underwriting discounts, commission, and expenses, or (b) the date and time, or occurrence of an event, specified by a vote of at least a majority of the holders of the preferred stock then outstanding. Redemption | 8. Convertible Preferred Stock Convertible preferred stock consisted of the following as of December 31, 2020 (in thousands, except share and per share amounts): Issuance Dates Shares Issued Common Stock Series A August 2019 934,803 934,803 Series A June 2020 209,658 209,658 Series A November 2020 1,434,057 1,434,057 Series A Convertible Preferred Stock In August 2019, the Company entered into a securities purchase agreement (“ Series A Agreement Series A In August 2019, the Company closed the first tranche and issued 934,803 shares of Series A to investors at $4.065063 per share for gross cash proceeds of $3.8 million, less issuance costs of $0.4 million, resulting in net proceeds of $3.4 million. In June 2020, the Company entered into an amended securities purchase agreement (“ Amended Series A Agreement In November 2020, in accordance with the terms of the Amended Series A Agreement, the Company closed the second tranche and issued 1,434,057 shares of Series A convertible preferred stock to investors at $4.065063 per share for cash proceeds of $5.8 million, net of immaterial issuance costs. The third tranche was outstanding as of December 31, 2020. The tranche right feature associated with the second closing and the third closing described above was evaluated in accordance with ASC 815, Derivatives and Hedging ASC 815 Rights, Preferences, Privileges and Restrictions Voting . Dividends Liquidation Preference winding-up pari passu After payment of the Series A liquidation amounts in full, all of the remaining assets of the Company available for distribution to the stockholders shall be distributed among the holders of the preferred stock and common stock, pro rata Conversion Shares of preferred stock are automatically converted into shares of common stock upon either (a) the closing of an underwritten public offering at a price of at least $12.20 per share resulting in at least $60 million of gross proceeds to the Company, prior to deductions for underwriting discounts, commission, and expenses, or (b) the date and time, or occurrence of an event, specified by a vote of at least a majority of the holders of the preferred stock then outstanding. Redemption |
Warrants
Warrants | 6 Months Ended |
Jun. 30, 2021 | |
Chardan Healthcare Acquisition 2 Corp. [Member] | |
WARRANTS | NOTE 7. WARRANTS A Warrant may be exercised only during the period (“Exercise Period”) commencing on the later to occur of (i) the completion of the Company’s initial business combination and (ii) 12 months following the closing of the Public Offering, and terminating at 5:00 p.m., New York City time, on the earlier to occur of (i) (A) five years following the completion of the Company’s initial business combination with respect to the Public Warrants, and (B) five years from the effective date of the Registration Statement with respect to the Private Warrants, and (ii) the date fixed for redemption of the Warrants as provided in Section 6 of this Warrant Agreement (“Expiration Date”). Except with respect to the right to receive the Redemption Price, each Warrant not exercised on or before the Expiration Date shall become void, and all rights thereunder and all rights in respect thereof under this Warrant Agreement shall cease at the close of business on the Expiration Date. The Company may extend the duration of the Warrants by delaying the Expiration Date; provided, however, that the Company will provide written notice of not less than 20 days to Registered Holders of such extension and that such extension shall be identical in duration among all of the then outstanding Warrants. The Private Warrants (i) will be exercisable either for cash or on a cashless basis at the holders option, and (ii) will not be redeemable by the Company, in either case as long as the Private Warrants are held by the initial purchasers or any of their permitted transferees. The Private Warrants may not be sold, transferred, assigned, pledged or hypothecated, or be the subject of any hedging, short sale, derivative, put, or call transaction that would result in the effective economic disposition of, the Private Warrants (or any securities underlying the Private Warrants) for a period of three hundred sixty (360) days following the effective date of the Registration Statement to anyone other than any member participating in the Public Offering and the officers or partners thereof, if all securities so transferred remain subject to the lock-up Notwithstanding any provision to the contrary contained in the Company’s Warrant Agreement, the Company shall not be required to issue any fraction of a Warrant Share in connection with the exercise of Warrants, and in any case where the Registered Holder would be entitled under the terms of the Warrants to receive a fraction of a Warrant Share upon the exercise of such Registered Holder’s Warrants, issue or cause to be issued only the largest whole number of Warrant Shares issuable on such exercise (and such fraction of a Warrant Share will be disregarded); provided, that if more than one Warrant certificate is presented for exercise at the same time by the same Registered Holder, the number of whole Warrant Shares which shall be issuable upon the exercise thereof shall be computed on the basis of the aggregate number of Warrant Shares issuable on exercise of all such Warrants. All (and not less than all) of the outstanding Warrants may be redeemed, in whole and not in part, at the option of the Company, at any time from and after the Warrants become exercisable, and prior to their expiration, at the office of the Warrant Agent, upon the notice referred to in Section 6.2, at the price of $.01 per Warrant (“Redemption Price”); provided that the last sales price of the Common Stock has been equal to or greater than $16.00 per share (subject to adjustment for splits, dividends, recapitalizations and other similar events) (the “Redemption Trigger Price”), for any ten (10) trading days within a thirty (30) trading day period ending on the third business day prior to the date on which notice of redemption is given and provided further that there is a current registration statement in effect with respect to the shares of Common Stock underlying the Warrants for each day in the aforementioned 30-day As of June 30, 2021, there were 8,622,644 Public Warrants and 3,500,000 Private Placement Warrants outstanding. The Company classifies the outstanding Private Placement Warrants as warrant liabilities on the Balance Sheet in accordance with the guidance contained in ASC 815-40. The warrant liabilities are initially measured at fair value upon the closing of the Initial Public Offering and subsequently re-measured |
Stockholders' Equity
Stockholders' Equity | 6 Months Ended | 12 Months Ended |
Jun. 30, 2021 | Dec. 31, 2020 | |
STOCKHOLDERS' EQUITY | 9. Common Stock The Company is authorized to issue up to 6,000,000 shares of common stock, of which 1,987,636 were issued and outstanding at June 30, 2021. On August 31, 2018, in accordance with the terms of the Company’s 2018 Stock Option and Grant Plan (the “2018 Plan”), as more fully described in Note 10, the Company issued and sold a total of 725,000 shares of restricted stock at a purchase price of $0.10 per share for a total of $72,500 (the “2018 RSAs”). In addition, the Company issued a total 10,250 and 34,268 shares of restricted stock pursuant to the 2018 Plan in the first quarter of 2020 and 2021, respectively (collectively, including the 2018 RSAs, the “RSAs”). Pursuant to the 2018 Plan and the terms set forth in the RSA agreements, shares that have not vested pursuant to the applicable RSA agreements are subject to repurchase rights upon the occurrence of certain repurchase events, as defined in the 2018 Plan. Unvested RSAs are held in escrow and subject to optional repurchase by the Company upon the occurrence of a repurchase event causing the award holder to forfeit his or her right to such restricted stock at a repurchase price equal to the fair market value of the issued restricted shares; provided, however, in the case of a Restricted Covenant Breach (as defined in the 2018 Plan), the purchase price shall be the lesser of (x) the amount paid for such RSA, or (y) the estimated fair market value per RSA, as defined in the 2018 Plan, on the date the Company exercises its repurchase right. These repurchase terms are considered to be a forfeiture provision and the cash received for the unvested RSAs is treated as a liability in the Company’s balance sheet until the repurchase rights lapse. As of June 30, 2021, the Company had 40,888 unvested RSAs outstanding, which are subject to repurchase rights. The Company also has the right to repurchase vested RSAs upon the occurrence of a Repurchase Event, as defined in the 2018 Plan, at fair market value. The voting, dividend and liquidation rights of the holders of the common stock are subject to and qualified by the rights, powers, and preferences of the holders of the preferred stock. Voting Dividends pari passu Liquidation Rights winding-up Reserved Shares Conversion of Series A preferred stock 2,578,518 Series A preferred stock reserved for 3 rd 754,765 Stock options available for issuance 130,305 Stock options outstanding 219,046 Total 3,682,634 | 9. Common Stock The Company is authorized to issue up to 5,500,000 and 6,000,000 shares of common stock, of which 1,933,988 and 1,953,368 were issued and outstanding at December 31, 2019 and 2020, respectively. On August 31, 2018, in accordance with the terms of the Company’s 2018 Stock Option and Grant Plan, a member of management and a director entered into restricted stock purchase agreements (“ Agreement Agreements Unvested Shares The Unvested Shares are held in escrow and subject to optional repurchase by the Company upon the occurrence of a repurchase event causing the stockholder to forfeit his or her right to such Restricted Stock at a repurchase price equal to the lesser of (x) the amount paid for such Shares, or (y) the estimated fair market value per share, as defined in the agreement, on the date the Company exercises its repurchase right. These repurchase terms are considered to be a forfeiture provision and the cash received for the Unvested Shares is treated as a liability in the Company’s balance sheet until the repurchase rights lapsed. The unvested stock liability related to these awards was $18,125 and $0 at December 31, 2019 and 2020, respectively. Repurchase rights related to 10,250 Unvested Shares remain in force at December 31, 2020. The Company also has the right to repurchase vested shares upon the occurrence of a Repurchase Event, as defined in the Company’s 2018 Stock Option and Grant Plan, at fair market value. The voting, dividend and liquidation rights of the holders of the common stock are subject to and qualified by the rights, powers, and preferences of the holders of the preferred stock. Voting Dividends pari passu Liquidation Rights winding-up Reserved Shares Conversion of Series A preferred stock 2,578,518 Series A preferred stock reserved for 3 rd 754,765 Stock options available for issuance 301,440 Stock options outstanding 82,179 Total 3,716,902 |
Chardan Healthcare Acquisition 2 Corp. [Member] | ||
STOCKHOLDERS' EQUITY | NOTE 8. STOCKHOLDERS’ EQUITY Preferred stock Common Stock The Company determined the common stock subject to redemption to be equal to the redemption value of approximately $10 per share of common stock while also taking into consideration a redemption cannot result in net tangible assets being less than $5,000,001. In conjunction with the PIPE Financing and associated Subscription Agreements that will close substantially concurrent with an initial business combination, which would result in an additional $30,000,000 in net tangible assets. Upon considering the impact of the PIPE Financing and associated Subscription Agreements, it was concluded during the quarter ended March 31, 2021 that the redemption value would include all shares of common stock resulting in the common stock subject to possible redemption being equal to $86,254,797. This resulted in a measurement adjustment to the initial carrying value of the common stock subject to redemption with the offset recorded to additional paid-in | NOTE 7. STOCKHOLDERS’ EQUITY Preferred Stock Common Stock Holders of the Company’s common stock are entitled to one vote for each share. At December 31, 2020 and 2019, there were 2,667,733 and 5,000,000 shares of common stock issued and outstanding, excluding 8,110,572 and no shares of common stock subject to possible redemption, respectively. Warrants The Company may redeem the Public Warrants: • in whole and not in part; • at a price of $0.01 per warrant; • at any time during the exercise period; • upon a minimum of 30 days’ prior written notice of redemption • if, and only if, the last sale price of the Company’s common stock equals or exceeds $16.00 per share for any 10 trading days within a 30-trading • if, and only if, there is a current registration statement in effect with respect to the shares of common stock underlying such warrants at the time of redemption and for the entire 30-day If the Company calls the Public Warrants for redemption, management will have the option to require all holders that wish to exercise the Public Warrants to do so on a “cashless basis,” as described in the warrant agreement. In addition, if (x) the Company issues additional shares of common stock or equity-linked securities for capital raising purposes in connection with the closing of a Business Combination at an issue price or effective issue price of less than $9.20 per share of common stock (with such issue price or effective issue price to be determined in good faith by the Company’s board of directors and, in the case of any such issuance to the Sponsor or its affiliates, without taking into account any Founder Shares held by the sponsor or such affiliates, as applicable, prior to such issuance) (the “Newly Issued Price”), (y) the aggregate gross proceeds from such issuances represent more than 60% of the total equity proceeds, and interest thereon, available for the funding of a Business Combination on the date of the completion of a Business Combination (net of redemptions), and (z) the volume weighted average trading price of the Company’s shares of common stock during the 20 trading day period starting on the trading day prior to the day on which the Company consummates a Business Combination (such price, the “Market Value”) is below $9.20 per share, the exercise price of the warrants will be adjusted (to the nearest cent) to be equal to 115% of the higher of the Market Value and the Newly Issued Price, and the $16.00 per share redemption trigger prices will be adjusted (to the nearest cent) to be equal to 160% of the higher of the Market Value and the Newly Issued Price. The exercise price and number of shares of common stock issuable upon exercise of the warrants may be adjusted in certain circumstances including in the event of a stock dividend, or recapitalization, reorganization, merger or consolidation. However, the warrants will not be adjusted for issuance of common stock at a price below its exercise price. Additionally, in no event will the Company be required to net cash settle the warrants. If the Company is unable to complete a Business Combination within the Combination Period and the Company liquidates the funds held in the Trust Account, holders of warrants will not receive any of such funds with respect to their warrants, nor will they receive any distribution from the Company’s assets held outside of the Trust Account with the respect to such warrants. Accordingly, the warrants may expire worthless. The Private Placement Warrants are identical to the Public Warrants underlying the Units sold in the Initial Public Offering except that the Private Placement Warrants will be exercisable for cash (even if a registration statement covering the shares of common stock issuable upon exercise of such warrants is not effective) or on a cashless basis, at the holder’s option, and will not be non-redeemable |
Fair Value Measurements
Fair Value Measurements | 6 Months Ended | 12 Months Ended |
Jun. 30, 2021 | Dec. 31, 2020 | |
Chardan Healthcare Acquisition 2 Corp. [Member] | ||
FAIR VALUE MEASUREMENTS | NOTE 9. FAIR VALUE MEASUREMENTS The following table presents information about the Company’s financial assets that are measured at fair value on a recurring basis at June 30, 2021 and December 31, 2020, and indicates the fair value hierarchy of the valuation inputs the Company utilized to determine such fair value: Description Amount at Level 1 Level 2 Level 3 June 30, 2021 Assets Investments held in Trust Account: Money Market investments $ 86,254,797 $ 86,254,797 $ — $ — Liabilities Warrant liability – Private Placement Warrants $ 3,745,000 $ — $ — $ 3,745,000 December 31, 2020 Assets Investments held in Trust Account: Money Market investments $ 86,247,631 $ 86,247,631 $ — $ — Liabilities Warrant liability – Private Placement Warrants $ 4,025,000 $ — $ — $ 4,025,000 The Company utilizes a Black-Scholes model to value the Private Placement Warrants at each reporting period, with changes in fair value recognized in the Statements of Operations. The estimated fair value of the warrant liability is determined using Level 3 inputs. Inherent in a binomial options pricing model are assumptions related to expected share-price volatility, expected life, risk-free interest rate and dividend yield. The Company estimates the volatility of its common stock based on historical volatility that matches the expected remaining life of the warrants. The risk-free interest rate is based on the U.S. Treasury zero-coupon The significant unobservable inputs used in the Black-Scholes model to measure the warrant liability that is categorized within Level 3 of the fair value hierarchy are as follows: As of As of December 31, Stock price $ 9.96 $ 10.20 Strike price $ 11.50 $ 11.50 Probability of completing a Business Combination 100.0 % 88.0 % Dividend yield — % — % Term (in years) 3.8 4.3 Volatility 19.8 % 20.6 % Risk-free rate 0.63 % 0.29 % Fair value of warrants $ 1.07 $ 1.15 The following table provides a summary of the changes in fair value of the Company’s Level 3 financial instruments that are measured at fair value on a recurring basis: Warrant Fair value as of December 31, 2020 $ 4,025,000 Change in fair value of warrant liabilities (280,000 ) Fair value as of June 30, 2021 $ 3,745,000 There were no transfers between Levels 1, 2 or 3 during the period ended June 30, 2021 and the year ended December 31, 2020. | NOTE 9. FAIR VALUE MEASUREMENTS The Company follows the guidance in ASC 820 for its financial assets and liabilities that are re-measured non-financial re-measured The fair value of the Company’s financial assets and liabilities reflects management’s estimate of amounts that the Company would have received in connection with the sale of the assets or paid in connection with the transfer of the liabilities in an orderly transaction between market participants at the measurement date. In connection with measuring the fair value of its assets and liabilities, the Company seeks to maximize the use of observable inputs (market data obtained from independent sources) and to minimize the use of unobservable inputs (internal assumptions about how market participants would price assets and liabilities). The following fair value hierarchy is used to classify assets and liabilities based on the observable inputs and unobservable inputs used in order to value the assets and liabilities: Level 1: Quoted prices in active markets for identical assets or liabilities. An active market for an asset or liability is a market in which transactions for the asset or liability occur with sufficient frequency and volume to provide pricing information on an ongoing basis. Level 2: Observable inputs other than Level 1 inputs. Examples of Level 2 inputs include quoted prices in active markets for similar assets or liabilities and quoted prices for identical assets or liabilities in markets that are not active. Level 3: Unobservable inputs based on our assessment of the assumptions that market participants would use in pricing the asset or liability. The following table presents information about the Company’s assets that are measured at fair value on a recurring basis at December 31, 2020, and indicates the fair value hierarchy of the valuation inputs the Company utilized to determine such fair value: Description Level December 31, Assets: Marketable securities held in Trust Account 1 $ 86,247,631 |
Income Taxes
Income Taxes | 12 Months Ended |
Dec. 31, 2020 | |
INCOME TAX | 11. Income Taxes During the years ended December 31, 2019 and 2020, the Company recorded no current or deferred income tax expenses or benefits as the Company has incurred losses since inception and has provided a full valuation allowance against its deferred tax assets. A reconciliation of the expected income tax benefit computed using the federal statutory income tax rate to the Company’s effective income tax rate is as follows for the years ended December 31, 2019 and 2020: Year Ended 2019 2020 Income tax computed at federal statutory rate 21.0 % 21.0 % State tax, net of federal benefit 8.0 8.0 Other 1.9 0.0 Change in valuation allowance (30.9 ) (29.0 ) Effective income tax rate — % — % The Company’s deferred tax assets at December 31, 2019 and 2020, consisted of the following (in thousands): Year Ended December 31, 2019 2020 Deferred tax assets Federal and state net operating losses $ 369,570 $ 1,251,012 Capitalized patent costs 112,732 167,330 Stock-based compensation 497 1,588 Gross deferred tax assets 482,799 1,419,930 Less: valuation allowance (482,506 ) (1,419,814 ) Total deferred tax assets $ 293 $ 116 Deferred tax liabilities Fixed assets $ (293 ) $ (116 ) Total deferred tax liabilities $ (293 ) $ (116 ) Net deferred tax assets $ — $ — The Company evaluated the positive and negative evidence bearing upon its ability to realize the deferred tax assets as of December 31, 2019 and 2020. Management considered the Company’s cumulative net losses and concluded as of December 31, 2019 and 2020, that it was more likely than not that the Company would not realize the benefits of the deferred tax assets. Accordingly, a full valuation allowance was established against the net deferred tax assets as of December 31, 2019 and 2020. As of December 31, 2019 and 2020, the Company had federal net operating loss (“ NOL the 80%-of-income Utilization of the Company’s NOL carryforwards may be subject to a substantial annual limitation under Section 382 of the Internal Revenue Code of 1986 due to ownership changes that have occurred previously or that could occur in the future. These ownership changes may limit the amount of carryforwards that can be utilized annually to offset future taxable income. In general, an ownership change, as defined by Section 382, results from transactions increasing the ownership of certain shareholders or public groups in the stock of a corporation by more than 50% over a three tax-exempt The Company files tax returns as prescribed by the tax laws of the jurisdictions in which it operates. In the normal course of business, the Company is subject to examination by federal and state jurisdictions, where applicable. There are currently no pending tax examinations. The Company’s tax years are still open under statute from inception to the present. |
Chardan Healthcare Acquisition 2 Corp.[Member] | |
INCOME TAX | NOTE 8. INCOME TAX The Company’s net deferred tax assets are as follows: December 31, December 31, Deferred tax assets Net operating loss carryforward $ 164,481 $ 519 Total deferred tax assets 164,481 519 Valuation Allowance (164,481 ) (519 ) Deferred tax assets, net of allowance $ — $ — The provision for income taxes consists of the following: December 31, December 31, Federal Current $ — $ — Deferred (164,481 ) (109 ) State and Local Current — — Deferred — — Change in valuation allowance 164,481 109 Income tax provision $ — $ — As of December 31, 2020 and 2019, the Company had approximately $781,000 and $2,500, respectively, in U.S. federal net operating loss carryovers available to offset future taxable income, which do not expire. In assessing the realization of the deferred tax assets, management considers whether it is more likely than not that some portion of all of the deferred tax assets will not be realized. The ultimate realization of deferred tax assets is dependent upon the generation of future taxable income during the periods in which temporary differences representing net future deductible amounts become deductible. Management considers the scheduled reversal of deferred tax liabilities, projected future taxable income and tax planning strategies in making this assessment. After consideration of all of the information available, management believes that significant uncertainty exists with respect to future realization of the deferred tax assets and has therefore established a full valuation allowance. For the year ended December 31, 2020, the change in the valuation allowance was $163,962. A reconciliation of the federal income tax rate to the Company’s effective tax rate is as follows: December 31, December 31, Statutory federal income tax rate 21.0 % 21.0 % Valuation allowance (21.0 )% (21.0 )% Income tax provision 0.0 % 0.0 % The Company files income tax returns in the U.S. federal and New York jurisdictions. The Company’s tax returns since inception remain open and subject to examination by the taxing authorities. The Company considers New York to be a significant state tax jurisdiction. On March 27, 2020, the CARES Act was enacted in response to COVID-19 |
Stock-Based Compensation
Stock-Based Compensation | 6 Months Ended | 12 Months Ended |
Jun. 30, 2021 | Dec. 31, 2020 | |
Share-based Payment Arrangement [Abstract] | ||
Stock-Based Compensation | 10. Stock-Based Compensation The Company’s board of directors adopted the 2018 Plan, which was approved by the Company’s stockholders effective August 1, 2018. Under the 2018 Plan, the Company may grant incentive stock options intended to qualify under Section 422 of the Internal Revenue Code, non-qualified non-employees, The exercise prices, vesting and other restrictions of the awards to be granted under the 2018 Plan are determined by the board of directors, except that no stock option may be issued with an exercise price less than the fair market value of the common stock at the date of the grant or have a term in excess of ten years. Options granted under the 2018 Plan are exercisable in whole or in part at any time subsequent to vesting. Table of Contents Stock Options The following table provides the weighted-average assumptions used in determining the fair value of option awards to purchase 42,179 and 136,867 shares of common stock issued during the six months ended June 30, 2020 and 2021, respectively: Six Months Ended June 30, 2020 2021 Expected volatility 69.4 % 72.3 % Risk-free interest rate 1.46 % 0.79 % Expected dividend yield — — Expected term (in years) 5.94 5.47 The weighted average fair value of the options granted was $0.25 and $4.77 per share for the six months ended June 30, 2020 and 2021, respectively. The following table summarizes stock option activity for the six months ended June 30, 2021: Number of Options Weighted-Average Exercise Price Weighted-Average Remaining Contractual Term (years) Aggregate Intrinsic Value Outstanding - December 31, 2020 82,179 $ 0.25 8.4 $ 12,000 Granted 136,867 7.90 Exercised — — Forfeited — — Outstanding – June 30, 2021 219,046 $ 5.03 8.6 $ 1,007,198 Exercisable – June 30, 2021 57,556 $ 0.22 6.0 $ 541,492 During the six months ended June 30, 2021, the Company issued 100,000 options in connection with the employment of one of its officers. The vesting of this award is subject to performance conditions, and accordingly, the Company recognizes compensation expense for this award in the period in which the applicable performance conditions are deemed probable of achievement. During the six months ended June 30, 2021, the Company concluded that the performance conditions are probable of achievement and therefore, began recording compensation expense for the award over the estimated performance period. The Company recorded $1,020 and $181,533 of stock-based compensation expense related to stock options for the six months ended June 30, 2020 and 2021, respectively. Included in stock-based compensation expense for the six months ended June 30, 2021 is $80,522 of expense related to accelerating the vesting of 8,727 options in June 2021. As of June 30, 2021, there was approximately $0.6 million of unrecognized stock-based compensation expense related to unvested stock options, which the Company expects to recognize over a weighted average period of 1.4 years. Restricted Stock Awards The following table summarizes restricted stock activity for the six months ended June 30, 2021: Number of Shares Unvested - December 31, 2020 10,250 Issued 34,268 Vested (3,630 ) Cancelled — Unvested – June 30, 2021 40,888 The Company recorded $430 and $10,590 of stock-based compensation expense related to vesting of restricted stock for the six months ended June 30, 2020 and 2021, respectively. As of June 30, 2021, there was approximately $0.1 million of unrecognized stock-based compensation expense related to restricted stock awards, which the Company expects to recognize over a weighted average period of 3.4 years. Stock-based compensation expense recorded in the accompanying statements of operations is as follows: Six Months Ended June 30, 2020 2021 Research and development $ 1,020 $ 178,826 General and administrative 430 13,297 Total stock-based compensation expense $ 1,450 $ 192,123 | 10. Stock-Based Compensation In 2018, the Company established the 2018 Stock Option and Grant Plan (the “2018 Plan”), under which the Company may grant options and restricted stock to its employees and certain non-employees. The Company may grant options to purchase authorized but unissued shares of the Company’s common stock. Options granted under the 2018 Plan include incentive stock options that can be granted only to the Company’s employees and non-statutory The exercise prices, vesting and other restrictions of the awards to be granted under the 2018 Plan are determined by the board of directors, except that no stock option may be issued with an exercise price less than the fair market value of the common stock at the date of the grant or have a term in excess of ten years. Options granted under the 2018 Plan are exercisable in whole or in part at any time subsequent to vesting. Stock Options The following table provides the assumptions used in determining the fair value of option awards for the years ended December 31, 2019 and 2020: Year Ended Expected volatility 69.4 % Risk-free interest rate 1.46 % Expected dividend yield — Expected term (in years) 6.08 There were no options granted for the year ended December 31, 2019. The weighted average fair value of the options granted was $0.23 per share for the year ended December 31, 2020. The following table summarizes stock option activity for the year ended December 31, 2020: Number of Weighted Weighted Aggregate Outstanding — December 31, 2019 40,000 $ 0.10 $ Granted 42,179 0.40 Exercised — — Forfeited — — Outstanding — December 31, 2020 82,179 $ 0.25 8.4 $ 12,000 Options exercisable — December 31, 2020 39,166 $ 0.10 7.6 $ 11,750 The Company has recorded stock-based compensation expense related to stock options of $571 and $2,813 for the years ended December 31, 2019 and 2020, respectively. The Company has an aggregate $7,441 of gross unrecognized stock-based compensation expense as of December 31, 2020 remaining to be amortized over a weighted average period of 3.0 years. Restricted Stock Awards The following table summarizes restricted stock activity for the years ended December 31, 2019 and 2020: Number of Unvested — January 1, 2019 362,500 Issued — Vested (181,250 ) Cancelled — Unvested — December 31, 2019 181,250 Issued 10,250 Vested (181,250 ) Cancelled — Unvested — December 31, 2020 10,250 The Company did not record stock-based compensation expense related to vesting of restricted stock for the year ended December 31, 2019 as the awards had been paid for at fair value by the holders at the date of grant. The Company recorded $946 of stock-based compensation expense related to vesting of restricted stock for the year ended December 31, 2020 as the awards granted in 2020 were purchased by the holder for less than fair value at the date of grant. The Company has aggregate gross unrecognized stock-based compensation expense of $3,141 related to restricted stock awards as of December 31, 2020 remaining to be amortized over a weighted average period of 3.0 years. Stock-based compensation expense recorded in the accompanying statements of operations is as follows: Year Ended 2019 2020 Research and development $ 571 $ 2,813 General and administrative — 946 Total stock-based compensation expense $ 571 $ 3,759 |
Net Loss per Share
Net Loss per Share | 6 Months Ended | 12 Months Ended |
Jun. 30, 2021 | Dec. 31, 2020 | |
Earnings Per Share [Abstract] | ||
Net Loss per Share | 12. Net Loss per Share The following outstanding potentially dilutive securities have been excluded from the calculation of diluted net loss per share for the six months ended June 30, 2020 and 2021, as their effect is anti-dilutive: 2020 2021 Convertible Preferred Stock 1,144,461 2,578,518 Stock options to purchase common stock 82,179 219,046 Restricted shares of common stock subject to repurchase 100,824 40,888 | 12. Net Loss per Share Net Loss per Share The following outstanding potentially dilutive securities have been excluded from the calculation of diluted net loss per share, as their effect is anti-dilutive: For the Years Ended 2019 2020 Convertible Preferred Stock 934,803 2,578,518 Stock options to purchase common stock 40,000 82,179 Restricted shares of common stock subject to repurchase 181,250 10,250 |
Subsequent Events
Subsequent Events | 6 Months Ended | 12 Months Ended |
Jun. 30, 2021 | Dec. 31, 2020 | |
Subsequent Event [Line Items] | ||
SUBSEQUENT EVENTS | 13. Subsequent Events The Company has evaluated subsequent events through August 27, 2021, which represents the date these financial statements were issued. July 2021 Note Purchase Agreement On July 20, 2021, in accordance with the Merger Agreement and pursuant to a note purchase agreement, dated July 20, 2021, by and between Renovacor and Chardan Healthcare Investments, LLC, an affiliate of CHAQ’s sponsor (“Chardan Investments”) (the “Note Purchase Agreement”), Renovacor issued a $2,500,000 convertible promissory note to Chardan Investments (the “Convertible Promissory Note”) in exchange for $2,500,000 in cash to be used to finance Renovacor’s operations through the consummation of the Merger. The Convertible Promissory Note will bear interest at a rate per annum equal to (i) from July 20, 2021 until November 30, 2021, 4% per annum and (ii) from and after December 1, 2021, (A) 4% per annum if the Closing Date has occurred prior to December 1, 2021 and (B) 6% per annum if the Closing Date has not occurred prior to December 1, 2021. After the occurrence and during the continuance of any event of default under the Convertible Promissory Note, the interest rate on the note will be increased by an additional 5% per annum until such event of default is cured or is waived by Chardan Investments. The principal amount of, and the accrued interest on, the Convertible Promissory Note, together with any expenses due under the Note Purchase Agreement, will be immediately due and payable upon the occurrence and continuance of an event of default after the expiration of any applicable cure period. The Convertible Promissory Note matures on July 20, 2022, provided that Chardan Investments may, in its sole discretion, extend the maturity of the Convertible Promissory Note by an additional 12-month If, at any time prior to the Maturity Date, Renovacor issues and sells shares of its equity securities to investors, whether or not existing stockholders of the Company, in a transaction or series of related transactions with the principal purpose of raising capital that results in total proceeds to Renovacor of at least $50,000,000, excluding the aggregate principal amount and accrued interest of the Convertible Promissory Note and any other convertible promissory notes or other convertible securities issued by Renovacor that are converting in connection with such financing, then, at Chardan Investments’ option, the outstanding principal amount of the Convertible Promissory Note, plus any unpaid accrued interest thereon, will either (i) be repaid in full in cash out of the proceeds of such financing or (ii) convert in whole, without any further action by Chardan Investments, into shares of the same equity securities sold in such financing (other than with respect to: (x) the per share liquidation preference and the conversion price for purposes of price-based anti-dilution protection; and (y) the basis for any dividend or distribution rights) at a conversion price per share equal to the cash price per share paid by the applicable investors for such equity securities multiplied by 0.80. The issuance of such equity securities to Chardan Investments pursuant to the conversion of the Convertible Promissory Note will be upon and subject to the same terms and conditions applicable to equity securities sold in such financing. If the Convertible Promissory Note has not been converted prior to July 20, 2022 and Chardan Investments has not extended the Maturity Date, then at least 30 days prior to such date, Renovacor will provide Chardan Investments with written notice of whether Renovacor is expected to have the ability to repay the Convertible Promissory Note upon maturity and, for a period of 45 days thereafter, Chardan Investments will have the option to either (i) cause Renovacor to pay Chardan Investments an amount in cash equal to the outstanding principal amount of the Convertible Promissory Note and any unpaid accrued interest thereon or (ii) convert the outstanding principal amount of the Convertible Promissory Note and any unpaid accrued interest thereon into, at Chardan Investments’ option, (A) shares of Renovacor Series A preferred stock at a price equal to the Series A conversion price then in effect or (B) shares of Renovacor’s most senior equity securities outstanding immediately prior to July 20, 2022 at a conversion price per share equal to the applicable conversion price of such equity securities multiplied by 0.80. In the event of (a) a liquidation, dissolution or wind-up consolidation with or into any other entity, other than the closing of the Business Combination or (d) the occurrence of a “Change of Control Event,” in each case, prior to the Maturity Date or conversion of the Convertible Promissory Note (each, a “Deemed Liquidation Event”), then, at Chardan Investments’ election, the principal amount of the Convertible Promissory Note will either (i) become due and payable at, and contingent upon, the closing of such Deemed Liquidation Event (other than with respect to: (x) the per share liquidation preference and the conversion price for purposes of price-based anti-dilution protection; and (y) the basis for any dividend or distribution rights) for an amount equal to the sum of the principal amount of the Convertible Promissory Note plus an additional amount equal to 75% of the principal amount of the Convertible Promissory Note or (ii) be converted, in full satisfaction of Renovacor’s obligations under the Convertible Promissory Note, as of immediately prior to, and contingent upon, the closing of such Deemed Liquidation Event, into, at Chardan Investments’ option, (A) shares of Renovacor Series A Preferred Stock at a price equal to the Series A conversion price then in effect or (B) shares of Renovacor’s most senior equity securities outstanding immediately prior to the closing of such Deemed Liquidation Event at a conversion price per share equal to the applicable conversion price of such equity securities multiplied by 0.80. Under the Note Purchase Agreement, a “Change of Control Event” will be deemed to have occurred if the equity investors of Renovacor as of July 20, 2021 fail to own, directly or indirectly, beneficially and of record, shares representing at least 51% of each of the aggregate ordinary voting power represented by the issued and outstanding equity interests of Renovacor, other than as a result of a bona fide equity financing for capital raising purpose. Chardan Investments’ conversion rights under the Convertible Promissory Note will terminate immediately thereafter. SRA Agreement The Company and Temple amended the SRA effective as of July 1, 2021 to, among other things, revise the period of performance, scope of work, and the budget as more fully described in Note 7. | 14. Subsequent Events Merger Agreement In March 2021 the Company entered a definitive Agreement and Plan of Merger (the “ Merger Agreement Chardan SPAC Merger Sub CHAQ2 Transaction Details The following will occur at the effective time of the transaction: (i) Merger Sub will merge with and into Renovacor, with Renovacor as the surviving company in the merger and, after giving effect to such merger, continuing as a wholly owned subsidiary of Chardan (the “Merger”), and (ii) Chardan’s name will be changed to Renovacor, Inc. The transaction is expected to close in the second quarter of 2021, following the receipt of the required approval by Chardan’s stockholders and the fulfilment of other customary closing conditions. Under the terms of the proposed transaction, Chardan will issue 6.5 million common shares to current securityholders of Renovacor. Current Renovacor stockholders may also receive up to 2.0 million earn-out Company Earnout Shares thirty thirty thirty Concurrently with the execution of the Merger Agreement, Chardan entered into subscription agreements (the “Subscription Agreements”) with certain investors (the “PIPE Investors”), including the sponsor of Chardan, certain holders of Renovacor capital stock and other third parties. Pursuant to the Subscription Agreements, the PIPE Investors agreed to subscribe for and purchase, and Chardan agreed to issue and sell to such investors, immediately following the Closing, an aggregate of 3,000,000 shares of Chardan common stock for a purchase price of $10.00 per share, for aggregate gross proceeds of $30,000,000 (the “PIPE Investment”). A portion of the shares of Chardan common stock to be issued and sold in the PIPE Investment may be issued to certain PIPE Investors in the form of pre-funded “Pre-Funded Pre-Funded Pre-Funded The closing of the PIPE Investment is contingent upon, among other things, the substantially concurrent consummation of the Business Combination. The Subscription Agreements provide that Chardan will grant the investors in the PIPE Investment certain customary registration rights, including a covenant by Chardan to file a registration statement on Form S-1 The obligation of Chardan and Renovacor to consummate the Business Combination is subject to certain closing conditions, including, but not limited to, (i) the approval of Chardan’s stockholders, (ii) the approval of Renovacor’s stockholders and (iii) the preliminary proxy statement to solicit the approval of Chardan’s stockholders (the “Proxy Statement”) receiving clearance from the SEC. In addition, the obligation of Chardan to consummate the Business Combination is subject to the fulfillment of other closing conditions, including, but not limited to, (i) the representations and warranties of Renovacor being true and correct to the standards applicable to such representations and warranties and each of the covenants of Renovacor having been performed or complied with in all material respect and (ii) no Material Adverse Effect (as defined in the Merger Agreement) having occurred with respect to Renovacor. The obligation of Renovacor to consummate the Business Combination is also subject to the fulfillment of other closing conditions, including, but not limited to, (i) the representations and warranties of Chardan and Merger Sub being true and correct to the standards applicable to such representations and warranties and each of the covenants of Chardan having been performed or complied with in all material respects, (ii) the aggregate cash proceeds from Chardan’s trust account, together with the proceeds from the PIPE Investment (as defined below), will equal no less than $85,000,000 (after deducting any amounts paid to Chardan stockholders that exercise their redemption rights in connection with the Business Combination) (the “Minimum Cash Condition”) and (iii) the approval by the NYSE of Chardan’s listing application in connection with the Business Combination. The Company has evaluated subsequent events through June 3, 2021, which represents the date these financial statements were issued. |
Chardan Healthcare Acquisition 2 Corp. [Member] | ||
Subsequent Event [Line Items] | ||
SUBSEQUENT EVENTS | NOTE 10. SUBSEQUENT EVENTS The Company evaluated subsequent events and transactions that occurred after the balance sheet date up to the date that the condensed financial statements were issued. Based upon this review, the Company did not identify any subsequent events that would have required adjustment or disclosure in the condensed financial statements. | NOTE 10. SUBSEQUENT EVENTS The Company evaluated subsequent events and transactions that occurred after the balance sheet date up to the date that the financial statements were issued. Based upon this review, other than as described below, the Company did not identify any subsequent events that would have required adjustment or disclosure in the financial statements. On February 17, 2021, the Sponsor committed to provide an aggregate of $250,000 in loans to the Company on an as needed basis. Such loans will be evidenced by a promissory note when issued. |
Accounting Policies, by Policy
Accounting Policies, by Policy (Policies) | 6 Months Ended | 12 Months Ended |
Jun. 30, 2021 | Dec. 31, 2020 | |
Basis of Presentation | Basis of Presentation The accompanying unaudited interim condensed financial statements have been prepared pursuant to the rules and regulation of the United States Securities and Exchange Commission (“SEC”) for interim financial reporting. These condensed statements are unaudited and, in the opinion of management, include all adjustments (consisting of normal recurring adjustments and accruals) necessary to fairly present the results of the interim periods. The condensed balance sheet at December 31, 2020, has been derived from the audited financial statements at that date. Operating results and cash flows for the six months ended June 30, 2021 are not necessarily indicative of the results that may be expected for the fiscal year ended December 31, 2021 or any other future period. Certain information and footnote disclosures normally included in annual financial statements prepared in accordance with accounting principles generally accepted in U.S. GAAP have been omitted in accordance with the rules and regulations for interim reporting of the SEC. These interim condensed financial statements should be read in conjunction with the financial statements and notes thereto included in our report for the year ended December 31, 2020 (included elsewhere in this document). | |
Significant Accounting Policies | Significant Accounting Policies The significant accounting policies used in preparation of these condensed financial statements are disclosed in our annual financial statements for the year ended December 31, 2020. There have been no changes to the Company’s significant accounting policies during the six months ended June 30, 2021. | |
Emerging Growth Company | Emerging Growth Company Status Upon completion of the Merger with CHAQ, the Company expects to qualify as an emerging growth company, as defined in the Jumpstart Our Business Startups Act of 2012 (“JOBS Act”). Under the JOBS Act, emerging growth companies can delay adopting new or revised accounting standards issued subsequent to the enactment of the JOBS Act, until such time as those standards apply to private companies. The Company expects to use this extended transition period for complying with new or revised accounting standards that have different effective dates for public and private companies until the earlier of the date, that it (i) is no longer an emerging growth company, or (ii) affirmatively and irrevocably opts out of the extended transition period provided in the JOBS Act. As a result, these financial statements may not be comparable to companies that comply with the new or revised accounting pronouncements as of public company effective dates. | Emerging Growth Company Status Upon completion of the Merger with Chardan (see Note 14), the Company expects to qualify as an emerging growth company, as defined in the Jumpstart Our Business Startups Act of 2012 (“ JOBS Act longer an emerging growth company, or (ii) affirmatively and irrevocably opts out of the extended transition period provided in the JOBS Act. As a result, these financial statements may not be comparable to companies that comply with the new or revised accounting pronouncements as of public company effective dates. |
Use of Estimates | Use of Estimates The preparation of financial statements in conformity with U.S. GAAP requires management to make estimates and assumptions that affect the reported amounts of assets, liabilities, expense, and related disclosures. The Company bases estimates and assumptions on historical experience when available and on various factors that it believes to be reasonable under the circumstances. The Company evaluates its estimates and assumptions on an ongoing basis. Estimates relied upon in preparing these financial statements relate to, but are not limited to, the fair value of common stock, stock-based compensation assumptions and accrued expenses (including accrued and prepaid clinical costs). Actual results may differ from these estimates under different assumptions or conditions. | |
Cash and Cash Equivalents | Cash and Cash Equivalents The Company considers all highly liquid investments with original maturities of 90 days or less to be cash equivalents. | |
Income Taxes | Income Taxes The Company accounts for income taxes in accordance with FASB ASC 740, Income Taxes ASC 740 The Company follows the provisions of ASC 740 relative to accounting for uncertain tax positions. These provisions provide guidance on the recognition, de-recognition | |
Net Loss Per Share | Net Loss per Share Basic net loss per share of common stock is computed by dividing net loss attributable to common stockholders by the weighted-average number of shares of common stock outstanding during each period. Diluted net loss per share of common stock includes the effect, if any, from the potential exercise or conversion of securities, such as convertible preferred stock and stock options, which would result in the issuance of incremental shares of common stock. For diluted net loss per share, the weighted-average number of shares of common stock is the same for basic net loss per share due to the fact that when a net loss exists, dilutive securities are not included in the calculation as the impact is anti-dilutive. Shares of common stock subject to repurchase are excluded from the weighted-average shares until the period in which such repurchase rights lapse. The Company’s convertible preferred stock entitles the holder to participate in dividends and earnings of the Company, and, in periods in which net income is reported, the two-class two-class | |
Concentration of Credit Risks | Concentration of Credit Risks Financial instruments that subject the Company to significant concentrations of credit risk consist primarily of cash and cash equivalents. The Company’s cash and cash equivalents are held at an accredited financial institution and the Company has not experienced any losses in such accounts. The Company maintains its cash in bank deposit accounts, which at times may exceed federally insured limits. The Company believes it is not exposed to any significant risk in cash and cash equivalents. | |
Fair Value of Financial Instruments | Fair Value of Financial Instruments Fair value is defined as the price received to sell an investment in a timely transaction or pay to transfer a liability in a timely transaction with an independent buyer in the principal market, or in the absence of a principal market, the most advantageous market for the investment or liability. A framework is used for measuring fair value utilizing a three-tier hierarchy that prioritizes the inputs to valuation techniques used to measure fair value. The hierarchy gives the highest priority to unadjusted quoted prices in active markets for identical assets or liabilities (Level 1) and the lowest priority to unobservable inputs (Level 3). The three levels of the fair value hierarchy are as follows: Level 1 Level 2 Level 3 Financial instruments are categorized in their entirety based on the lowest level of input that is significant to the fair value measurement. The assessment of the significance of a particular input to the fair value measurement requires judgment and considers factors specific to the investment. To the extent that the valuation is based on models or inputs that are less observable or unobservable in the market, the determination of fair value requires more judgment. Accordingly, the degree of judgment exercised by the Company in determining fair value is greatest for instruments categorized in Level 3. There were no assets or liabilities measured at fair value on a nonrecurring basis during the years ended December 31, 2019 and 2020, respectively. | |
New Accounting Pronouncements | New Accounting Pronouncements From time to time, new accounting pronouncements are issued by the Financial Accounting Standards Board (“FASB”) and rules are issued by the SEC that the Company has or will adopt as of a specified date. Unless otherwise noted, management does not believe that any other recently issued accounting pronouncements issued by the FASB or guidance issued by the SEC had, or is expected to have, a material impact on the Company’s present or future financial statements. Accounting Pronouncements Recently Adopted In August 2020, the FASB issued Accounting Standards Update (“ASU”) 2020-06, Debt - Debt with Conversion and Other Options (Subtopic 470-20) 815-40): 2020-06 | Recently Adopted Accounting Pronouncements In August 2016, the Financial Accounting Standards Board (“ FASB No. 2016-15, Classification of Certain Cash Receipts and Cash Payments In June 2019, the FASB issued ASU No. 2019-07, Improvements to Nonemployee Share-Based Payment Accounting |
Property and Equipment, net | Property and Equipment, net Property and equipment are recorded at cost less accumulated depreciation. Depreciation expense is recognized using the straight-line method over the estimated useful lives of the related assets as follows: Estimated Useful Life Laboratory equipment 5 Furniture and fixtures and office equipment 5 Computer equipment and software 3 Depreciation expense is included in research and development and general and administrative expenses. Major additions and upgrades are capitalized; maintenance and repairs, which do not improve or extend the life of the respective assets, are expensed as incurred. Upon retirement or sale, the cost of assets disposed of and the related accumulated depreciation are removed from the accounts and any resulting gain or loss is included in income (loss) from operations. | |
Impairment of Long-Lived Assets | Impairment of Long-Lived Assets Long-lived assets to be held and used are tested for recoverability whenever events or changes in business circumstances indicate that the carrying amount of the assets may not be fully recoverable. Factors that the Company considers in deciding when to perform an impairment review include significant underperformance of the business in relation to expectations, significant negative industry or economic trends, and significant changes or planned changes in the use of the assets. If an impairment review is performed to evaluate a long-lived asset for recoverability, the Company compares forecasts of undiscounted cash flows expected to result from the use and eventual disposition of the long-lived asset to its carrying value. In the event that such cash flows are not expected to be sufficient to recover the carrying amount of the assets, the assets are written down to their fair values. The Company recognized no asset impairment losses in the years ended December 31, 2019 and 2020, respectively. | |
Research and Development Expenses | Research and Development Expenses The Company expenses research and development expenses as incurred. The Company’s research and development expenses consist primarily of costs incurred in performing research and development activities, including personnel-related expenses such as salaries, stock-based compensation, and benefits, and external costs of outside vendors engaged to conduct preclinical development activities. The Company accrues for expenses related to development activities performed by third parties based on an evaluation of services received and efforts expended pursuant to the terms of the contractual arrangements. There may be instances in which payments made to the Company’s vendors will exceed the level of services provided and result in a prepayment of expenses. In accruing service fees, the Company estimates the time period over which services will be performed and the level of effort to be expended in each period. If the actual timing of the performance of services or the level of effort varies from the estimate, the Company will adjust the accrual or prepaid expense accordingly. | |
Convertible Preferred Stock | Convertible Preferred Stock The Company classifies convertible preferred stock outside of stockholders’ deficit on its balance sheets as the requirements of triggering a deemed liquidation event are not within the Company’s control. In the event of a deemed liquidation event, the proceeds from the event are distributed in accordance with liquidation preferences (see Note 8). The Company adjusts the carrying value of the convertible preferred stock to their redemption values when it becomes probable a redemption event will occur. | |
Stock-Based Compensation | Stock-Based Compensation The Company measures all stock-based awards granted based on the fair value on the date of the grant and recognizes compensation expense with respect to those awards over the requisite service period, which is generally the vesting period of the respective award. Generally, the Company issues awards with only service-based The Company classifies stock-based compensation expense in the statement of operations in the same manner in which the award recipients’ payroll costs are classified or in which the award recipients’ service payments are classified. The fair value of each stock option is estimated on the date of grant using the Black-Scholes option-pricing model (“ Black-Scholes Expected Volatility Expected Term SAB 107 Risk-Free Interest Rate Dividends Forfeitures Grant Date Fair Value marketability. In determining the fair value of the shares of common stock, the methodologies used to estimate the enterprise value were performed using methodologies, approaches, and assumptions consistent with the American Institute of Certified Public Accountants Accounting and Valuation Guide, Valuation of Privately-Held-Company | |
Segments | Segments Operating segments are defined as components of an entity for which separate financial information is available and that is regularly reviewed by the chief operating decision maker (“ CODM | |
Accounting Pronouncements Not Yet Adopted | Accounting Pronouncements Not Yet Adopted In February 2016, the FASB issued ASU No. 2016-02, Leases 2019-10 2020-05, both 2016-02 non-public for non-public entities right-of-use | Accounting Pronouncements Not Yet Adopted In February 2016, the FASB issued ASU No. 2016-02, Leases ASU 2019-10 and ASU 2020-05, both ASU 2016-02 non-public for non-public entities a right-of-use (ROU) In August 2020, the FASB issued ASU 2020-06, Debt — Debt with Conversion and Other Options (Subtopic 470-20) 815-40): 2020-06 |
Deferred Merger Costs | Deferred Merger Costs The Company capitalizes specific incremental legal, accounting, and other fees and costs directly attributable to the proposed business combination with CHAQ as deferred merger costs. As of June 30, 2021, there were $2.3 million of such costs capitalized on the balance sheet. | |
Chardan Healthcare Acquisition 2 Corp. [Member] | ||
Basis of Presentation | Basis of Presentation The accompanying financial statements of the Company are presented in conformity with accounting principles generally accepted in the United States of America (“GAAP”) and pursuant to the rules and regulations of the SEC. Certain information or footnote disclosures normally included in financial statements prepared in accordance with GAAP have been condensed or omitted, pursuant to the rules and regulations of the SEC for interim financial reporting. Accordingly, they do not include all the information and footnotes necessary for a comprehensive presentation of financial position, results of operations, or cash flows. In the opinion of management, the accompanying unaudited condensed financial statements include all adjustments, consisting of a normal recurring nature, which are necessary for a fair presentation of the financial position, operating results and cash flows for the periods presented. The accompanying unaudited condensed financial statements should be read in conjunction with the Company’s Annual Report on Form 10-K 10-Q | Basis of Presentation The accompanying financial statements are presented in conformity with accounting principles generally accepted in the United States of America (“ GAAP |
Emerging Growth Company | Emerging Growth Company The Company is an “emerging growth company,” as defined in Section 2(a) of the Securities Act, as modified by the Jumpstart Our Business Startups Act of 2012 (the “JOBS Act”), and it may take advantage of certain exemptions from various reporting requirements that are applicable to other public companies that are not emerging growth companies including, but not limited to, not being required to comply with the independent registered public accounting firm attestation requirements of Section 404 of the Sarbanes-Oxley Act, reduced disclosure obligations regarding executive compensation in its periodic reports and proxy statements, and exemptions from the requirements of holding a nonbinding advisory vote on executive compensation and stockholder approval of any golden parachute payments not previously approved. Further, Section 102(b)(1) of the JOBS Act exempts emerging growth companies from being required to comply with new or revised financial accounting standards until private companies (that is, those that have not had a Securities Act registration statement declared effective or do not have a class of securities registered under the Exchange Act) are required to comply with the new or revised financial accounting standards. The JOBS Act provides that a company can elect to opt out of the extended transition period and comply with the requirements that apply to non-emerging | Emerging Growth Company The Company is an “emerging growth company,” as defined in Section 2(a) of the Securities Act of 1933, as amended (the “ Securities Act JOBS Act Sarbanes-Oxley Act, reduced disclosure obligations regarding executive compensation in its periodic reports and proxy statements, and exemptions from the requirements of holding a nonbinding advisory vote on executive compensation and stockholder approval of any golden parachute payments not previously approved. Further, Section 102(b)(1) of the JOBS Act exempts emerging growth companies from being required to comply with new or revised financial accounting standards until private companies (that is, those that have not had a Securities Act registration statement declared effective or do not have a class of securities registered under the Exchange Act) are required to comply with the new or revised financial accounting standards. The JOBS Act provides that a company can elect to opt out of the extended transition period and comply with the requirements that apply to non-emerging |
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 and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of revenues and expenses during the reporting period. Making estimates requires management to exercise significant judgment. It is at least reasonably possible that the estimate of the effect of a condition, situation or set of circumstances that existed at the date of the financial statement, which management considered in formulating its estimate, could change in the near term due to one or more future events. Accordingly, the actual results could differ significantly from those estimates. | Use of Estimates The preparation of the financial statements in conformity with GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of revenues and expenses during the reporting period. Making estimates requires management to exercise significant judgment. It is at least reasonably possible that the estimate of the effect of a condition, situation or set of circumstances that existed at the date of the financial statements, which management considered in formulating its estimate, could change in the near term due to one or more future confirming events. Accordingly, the actual results could differ significantly from those estimates. |
Cash and Cash Equivalents | Cash and Cash Equivalents The Company considers all short-term investments with an original maturity of three months or less when purchased to be cash equivalents. The Company did not have any cash equivalents as of June 30, 2021 and December 31, 2020. | Cash and Cash Equivalents The Company considers all short-term investments with an original maturity of three months or less when purchased to be cash equivalents. The Company did not have any cash equivalents as of December 31, 2020 and 2019. |
Investments Held in Trust Account | Investments Held in Trust Account At June 30, 2021, the assets held in the Trust Account were held in money market funds, which are invested in U.S. Treasury securities. | |
Common Stock Subject to Possible Redemption | Common Stock Subject to Possible Redemption The Company accounts for its common stock subject to possible redemption in accordance with the guidance in Accounting Standards Codification (“ASC”) Topic 480 “Distinguishing Liabilities from Equity.” Common stock subject to mandatory redemption is classified as a liability instrument and is measured at fair value. Conditionally redeemable common stock (including common stock that features redemption rights that are either within the control of the holder or subject to redemption upon the occurrence of uncertain events not solely within the Company’s control) is classified as temporary equity. At all other times, common stock is classified as stockholders’ equity. The Company’s common stock features certain redemption rights that are considered to be outside of the Company’s control and subject to occurrence of uncertain future events. Accordingly, common stock subject to possible redemption is presented at redemption value as temporary equity, outside of the stockholders’ equity section of the Company’s balance sheet. | Common Stock Subject to Possible Redemption The Company accounts for its common stock subject to possible redemption in accordance with the guidance in Accounting Standards Codification (“ ASC |
Transaction Costs associated with the Initial Public Offering | Transaction Costs associated with the Initial Public Offering The Company complies with the requirements of ASC 340-10-S99-1 Expenses of Offering | |
Warrant Liabilities | Warrant Liabilities The Company accounts for warrants as either equity-classified or liability-classified instruments based on an assessment of the warrant’s specific terms and applicable authoritative guidance in ASC 480, Distinguishing Liabilities from Equity Derivatives and Hedging For issued or modified warrants that meet all of the criteria for equity classification, the warrants are required to be recorded as a component of additional paid-in non-cash | |
Income Taxes | Income Taxes The Company complies with the accounting and reporting requirements of ASC Topic 740— Income Taxes ASC Topic 740 prescribes a recognition threshold and a measurement attribute for the financial statement recognition and measurement of tax positions taken or expected to be taken in a tax return. For those benefits to be recognized, a tax position must be more-likely-than-not | Income Taxes The Company complies with the accounting and reporting requirements of Accounting Standards Codification (“ ASC ASC Topic 740 more-likely-than-not On March 27, 2020, President Trump signed the Coronavirus Aid, Relief, and Economic Security “CARES” Act into law. The CARES Act includes several significant business tax provisions that, among other things, would eliminate the taxable income limit for certain net operating losses (“ NOL |
Net Loss Per Share | Net Loss Per Share Net loss per common share is computed by dividing net loss by the weighted average number of shares of Common Stock outstanding during the period, excluding shares of Common Stock subject to forfeiture. Shares of Common Stock subject to possible redemption at June 30, 2021, which are not currently redeemable and are not redeemable at fair value, have been excluded from the calculation of basic net loss per common share since such shares, if redeemed, only participate in their pro rata share of the Trust Account earnings. The Company has not considered the effect of warrants sold in the Initial Public Offering and the private placement to purchase 7,811,322, shares of Common Stock in the calculation of diluted loss per share, since the warrants are contingently exercisable, and the contingencies have not yet been met. As a result, diluted net loss per common share is the same as basic net loss per common share for the period presented. Three Months Three Months Six Months Six Months Class A Common Stock subject to possible redemption Numerator: Earnings attributable to Class A Common Stock subject to possible redemption Franchise tax expense $ (25,000 ) $ — $ (39,243 ) $ — Net earnings attributable to Class A Common Stock subject to possible redemption $ (25,000 ) $ — $ (39,243 ) $ — Denominator: Weighted average Class A Common Stock subject to possible redemption Basic and diluted weighted average shares outstanding, Class A Common Stock subject to possible redemption 8,622,644 3,913,315 8,167,884 3,913,315 Basic and diluted net earnings per share, Class A Common Stock subject to possible redemption $ 0.00 $ 0.00 $ 0.00 $ 0.00 Non-Redeemable Numerator: Non-redeemable Net loss $ (488,005 ) $ (1,795,149 ) $ (1,684,261 ) $ (1,812,072 ) Less: Net earnings attributable to Class A Common Stock subject to possible redemption 25,000 — 39,243 — Non-redeemable $ (463,005 ) $ (1,795,149 ) $ (1,645,018 ) $ (1,812,072 ) Denominator: Weighted average Non-Redeemable Basic and diluted weighted average shares outstanding, Non-Redeemable 2,155,661 3,913,315 2,610,421 3,913,315 Basic and diluted net loss per share, Non-Redeemable $ 0.00 $ (0.46 ) $ 0.00 $ (0.46 ) | Net Loss Per Common Share Net loss per common share is computed by dividing net loss by the weighted average number of shares of common stock outstanding during the period, excluding shares of common stock subject to forfeiture. Shares of common stock subject to possible redemption at December 31, 2020, which are not currently redeemable and are not redeemable at fair value, have been excluded from the calculation of basic net loss per common share since such shares, if redeemed, only participate in their pro rata share of the Trust Account earnings. The Company has not considered the effect of warrants sold in the Initial Public Offering and the private placement to purchase 7,811,322, shares of common stock in the calculation of diluted loss per share, since the exercise of the warrants are contingent upon the occurrence of future events. As a result, diluted net loss per common share is the same as basic net loss per common share for the period presented. |
Concentration of Credit Risks | Concentration of Credit Risk Financial instruments that potentially subject the Company to concentration of credit risk consist of a cash account in a financial institution which, at times may exceed the Federal depository insurance coverage of $250,000. The Company has not experienced losses on this account and management believes the Company is not exposed to significant risks on such account. | Concentration of Credit Risk Financial instruments that potentially subject the Company to concentrations of credit risk consist of a cash account in a financial institution which, at times may exceed the Federal Depository Insurance Coverage of $250,000. The Company has not experienced losses on this account and management believes the Company is not exposed to significant risks on such account. |
Fair Value of Financial Instruments | Fair Value of Financial Instruments The Company applies ASC 820, Fair Value Measurement The carrying amounts reflected in the balance sheet for cash, prepaid expenses, and accounts payable and accrued expenses approximate fair value due to their short-term nature. The valuation hierarchy is composed of three levels. The classification within the valuation hierarchy is based on the lowest level of input that is significant to the fair value measurement. The levels within the valuation hierarchy are described below: Level 1—Assets and liabilities with unadjusted, quoted prices listed on active market exchanges. Inputs to the fair value measurement are observable inputs, such as quoted prices in active markets for identical assets or liabilities. Level 2—Inputs to the fair value measurement are determined using prices for recently traded assets and liabilities with similar underlying terms, as well as direct or indirect observable inputs, such as interest rates and yield curves that are observable at commonly quoted intervals. Level 3—Inputs to the fair value measurement are unobservable inputs, such as estimates, assumptions, and valuation techniques when little or no market data exists for the assets or liabilities. See Note 9 for additional information on assets and liabilities measured at fair value. | Fair Value of Financial Instruments The fair value of the Company’s assets and liabilities, which qualify as financial instruments under ASC Topic 820, “Fair Value Measurement,” approximates the carrying amounts represented in the accompanying balance sheets, primarily due to their short-term nature. |
New Accounting Pronouncements | Recent Accounting Standards In August 2020, the Financial Accounting Standards Board (“FASB”) issued Accounting Standards Update (“ASU”) 2020-06, Debt — Debt with Conversion and Other Options (Subtopic 470-20) 815-40) 2020-06”) 2020-06 exception guidance pertaining to equity classification of contracts in an entity’s own equity. The new standard also introduces additional disclosures for convertible debt and freestanding instruments that are indexed to and settled in an entity’s own equity. ASU 2020-06 if-converted 2020-06 2020-06 Management does not believe that any recently issued, but not yet effective, accounting standards, if currently adopted, would have a material effect on the Company’s financial statements. | Recently Issued Accounting Standards Management does not believe that any recently issued, but not yet effective, accounting standards, if currently adopted, would have a material effect on the accompanying financial statements. |
Marketable Securities Held in Trust Account | Marketable Securities Held in Trust Account At December 31, 2020, substantially all of the assets held in the Trust Account were held in money market funds which invest in U.S. Treasury securities. |
Summary of Significant Accoun_2
Summary of Significant Accounting Policies (Tables) | 6 Months Ended | 12 Months Ended |
Jun. 30, 2021 | Dec. 31, 2020 | |
Schedule of estimated useful lives of property plant and equipment | Property and equipment are recorded at cost less accumulated depreciation. Depreciation expense is recognized using the straight-line method over the estimated useful lives of the related assets as follows: Estimated Useful Life Laboratory equipment 5 Furniture and fixtures and office equipment 5 Computer equipment and software 3 | |
Chardan Healthcare Acquisition 2 Corp. [Member] | ||
Schedule of basic and diluted net loss per common share | Three Months Three Months Six Months Six Months Class A Common Stock subject to possible redemption Numerator: Earnings attributable to Class A Common Stock subject to possible redemption Franchise tax expense $ (25,000 ) $ — $ (39,243 ) $ — Net earnings attributable to Class A Common Stock subject to possible redemption $ (25,000 ) $ — $ (39,243 ) $ — Denominator: Weighted average Class A Common Stock subject to possible redemption Basic and diluted weighted average shares outstanding, Class A Common Stock subject to possible redemption 8,622,644 3,913,315 8,167,884 3,913,315 Basic and diluted net earnings per share, Class A Common Stock subject to possible redemption $ 0.00 $ 0.00 $ 0.00 $ 0.00 Non-Redeemable Numerator: Non-redeemable Net loss $ (488,005 ) $ (1,795,149 ) $ (1,684,261 ) $ (1,812,072 ) Less: Net earnings attributable to Class A Common Stock subject to possible redemption 25,000 — 39,243 — Non-redeemable $ (463,005 ) $ (1,795,149 ) $ (1,645,018 ) $ (1,812,072 ) Denominator: Weighted average Non-Redeemable Basic and diluted weighted average shares outstanding, Non-Redeemable 2,155,661 3,913,315 2,610,421 3,913,315 Basic and diluted net loss per share, Non-Redeemable $ 0.00 $ (0.46 ) $ 0.00 $ (0.46 ) |
Prepaid Expenses and Other Cu_2
Prepaid Expenses and Other Current Assets (Tables) | 6 Months Ended | 12 Months Ended |
Jun. 30, 2021 | Dec. 31, 2020 | |
Deferred Costs, Capitalized, Prepaid, and Other Assets Disclosure [Abstract] | ||
Summary of prepaid expenses and other current assets | December 31, June 30, 2020 2021 Research and development costs $ 90,570 $ 500,300 Insurance and other 16,726 44,982 Total prepaid expenses and other current assets $ 107,296 $ 545,282 | December 31, 2019 2020 Research and development costs $ 87,932 $ 90,570 Insurance 11,512 15,226 Other — 1,500 Total prepaid expenses and other current assets $ 99,444 $ 107,296 |
Property and Equipment, Net (Ta
Property and Equipment, Net (Tables) | 6 Months Ended | 12 Months Ended |
Jun. 30, 2021 | Dec. 31, 2020 | |
Property, Plant and Equipment [Abstract] | ||
Schedule of property and equipment net | Property and equipment, net, consisted of the following: December 31, June 30, 2020 2021 Laboratory equipment $ 2,500 $ 2,500 Less: accumulated amortization (1,952 ) (2,371 ) Property and equipment, net $ 548 $ 129 | Property and equipment, net, consisted of the following: December 31, 2019 2020 Laboratory equipment $ 2,500 $ 2,500 Less: accumulated depreciation (1,115 ) (1,952 ) $ 1,385 $ 548 |
Accrued Expenses (Tables)
Accrued Expenses (Tables) | 6 Months Ended | 12 Months Ended |
Jun. 30, 2021 | Dec. 31, 2020 | |
Payables and Accruals [Abstract] | ||
Schedule of Accrued Liabilities | Accrued expenses consisted of the following: December 31, June 30, 2020 2021 Employee compensation and benefits $ 35,375 $ 285,806 External research and development expenses 21,500 172,631 Deferred merger costs — 84,748 Professional fees and other — 93,003 Total accrued expenses $ 56,875 $ 636,188 | Accrued expenses consisted of the following: December 31, 2019 2020 Accrued employee compensation and benefits $ 8,246 $ 35,375 Accrued external research and development expenses 5,000 21,500 Shares of restricted common stock subject to repurchase 18,125 — Accrued professional fees 7,714 — Total accrued expenses $ 39,085 $ 56,875 |
Convertible Preferred Stock (Ta
Convertible Preferred Stock (Tables) | 6 Months Ended | 12 Months Ended |
Jun. 30, 2021 | Dec. 31, 2020 | |
Temporary Equity Disclosure [Abstract] | ||
Summary of Convertible Preferred Stock | Convertible preferred stock consisted of the following as of June 30, 2021: Issuance Dates Shares Issued and Outstanding Common Stock Issuable Upon Conversion Series A August 2019 934,803 934,803 Series A June 2020 209,658 209,658 Series A November 2020 1,434,057 1,434,057 | Convertible preferred stock consisted of the following as of December 31, 2020 (in thousands, except share and per share amounts): Issuance Dates Shares Issued Common Stock Series A August 2019 934,803 934,803 Series A June 2020 209,658 209,658 Series A November 2020 1,434,057 1,434,057 |
Fair Value Measurements (Tables
Fair Value Measurements (Tables) - Chardan Healthcare Acquisition 2 Corp. [Member] | 6 Months Ended | 12 Months Ended |
Jun. 30, 2021 | Dec. 31, 2020 | |
Schedule of fair value hierarchy of the valuation inputs | The following table presents information about the Company’s financial assets that are measured at fair value on a recurring basis at June 30, 2021 and December 31, 2020, and indicates the fair value hierarchy of the valuation inputs the Company utilized to determine such fair value: Description Amount at Level 1 Level 2 Level 3 June 30, 2021 Assets Investments held in Trust Account: Money Market investments $ 86,254,797 $ 86,254,797 $ — $ — Liabilities Warrant liability – Private Placement Warrants $ 3,745,000 $ — $ — $ 3,745,000 December 31, 2020 Assets Investments held in Trust Account: Money Market investments $ 86,247,631 $ 86,247,631 $ — $ — Liabilities Warrant liability – Private Placement Warrants $ 4,025,000 $ — $ — $ 4,025,000 | The following table presents information about the Company’s assets that are measured at fair value on a recurring basis at December 31, 2020, and indicates the fair value hierarchy of the valuation inputs the Company utilized to determine such fair value: Description Level December 31, Assets: Marketable securities held in Trust Account 1 $ 86,247,631 |
Schedule of significant unobservable inputs used in the modified Black-Scholes model | The significant unobservable inputs used in the Black-Scholes model to measure the warrant liability that is categorized within Level 3 of the fair value hierarchy are as follows: As of As of December 31, Stock price $ 9.96 $ 10.20 Strike price $ 11.50 $ 11.50 Probability of completing a Business Combination 100.0 % 88.0 % Dividend yield — % — % Term (in years) 3.8 4.3 Volatility 19.8 % 20.6 % Risk-free rate 0.63 % 0.29 % Fair value of warrants $ 1.07 $ 1.15 | |
Schedule of changes in fair value on recurring basis | The following table provides a summary of the changes in fair value of the Company’s Level 3 financial instruments that are measured at fair value on a recurring basis: Warrant Fair value as of December 31, 2020 $ 4,025,000 Change in fair value of warrant liabilities (280,000 ) Fair value as of June 30, 2021 $ 3,745,000 |
Income Taxes (Tables)
Income Taxes (Tables) | 12 Months Ended |
Dec. 31, 2020 | |
Schedule of net deferred tax assets | The Company’s deferred tax assets at December 31, 2019 and 2020, consisted of the following (in thousands): Year Ended December 31, 2019 2020 Deferred tax assets Federal and state net operating losses $ 369,570 $ 1,251,012 Capitalized patent costs 112,732 167,330 Stock-based compensation 497 1,588 Gross deferred tax assets 482,799 1,419,930 Less: valuation allowance (482,506 ) (1,419,814 ) Total deferred tax assets $ 293 $ 116 Deferred tax liabilities Fixed assets $ (293 ) $ (116 ) Total deferred tax liabilities $ (293 ) $ (116 ) Net deferred tax assets $ — $ — |
Schedule of reconciliation of the federal income tax rate | A reconciliation of the expected income tax benefit computed using the federal statutory income tax rate to the Company’s effective income tax rate is as follows for the years ended December 31, 2019 and 2020: Year Ended 2019 2020 Income tax computed at federal statutory rate 21.0 % 21.0 % State tax, net of federal benefit 8.0 8.0 Other 1.9 0.0 Change in valuation allowance (30.9 ) (29.0 ) Effective income tax rate — % — % |
Chardan Healthcare Acquisition 2 Corp. [Member] | |
Schedule of net deferred tax assets | The Company’s net deferred tax assets are as follows: December 31, December 31, Deferred tax assets Net operating loss carryforward $ 164,481 $ 519 Total deferred tax assets 164,481 519 Valuation Allowance (164,481 ) (519 ) Deferred tax assets, net of allowance $ — $ — |
Schedule of provision for income tax | The provision for income taxes consists of the following: December 31, December 31, Federal Current $ — $ — Deferred (164,481 ) (109 ) State and Local Current — — Deferred — — Change in valuation allowance 164,481 109 Income tax provision $ — $ — |
Schedule of reconciliation of the federal income tax rate | A reconciliation of the federal income tax rate to the Company’s effective tax rate is as follows: December 31, December 31, Statutory federal income tax rate 21.0 % 21.0 % Valuation allowance (21.0 )% (21.0 )% Income tax provision 0.0 % 0.0 % |
Stock-Based Compensation (Table
Stock-Based Compensation (Tables) | 6 Months Ended | 12 Months Ended |
Jun. 30, 2021 | Dec. 31, 2020 | |
Share-based Payment Arrangement [Abstract] | ||
Schedule of Assumptions Used In Determining The Fair Value Of Option Awards | The following table provides the weighted-average assumptions used in determining the fair value of option awards to purchase 42,179 and 136,867 shares of common stock issued during the six months ended June 30, 2020 and 2021, respectively: Six Months Ended June 30, 2020 2021 Expected volatility 69.4 % 72.3 % Risk-free interest rate 1.46 % 0.79 % Expected dividend yield — — Expected term (in years) 5.94 5.47 | The following table provides the assumptions used in determining the fair value of option awards for the years ended December 31, 2019 and 2020: Year Ended Expected volatility 69.4 % Risk-free interest rate 1.46 % Expected dividend yield — Expected term (in years) 6.08 |
Summary of Stock Option Activity | The following table summarizes stock option activity for the six months ended June 30, 2021: Number of Options Weighted-Average Exercise Price Weighted-Average Remaining Contractual Term (years) Aggregate Intrinsic Value Outstanding - December 31, 2020 82,179 $ 0.25 8.4 $ 12,000 Granted 136,867 7.90 Exercised — — Forfeited — — Outstanding – June 30, 2021 219,046 $ 5.03 8.6 $ 1,007,198 Exercisable – June 30, 2021 57,556 $ 0.22 6.0 $ 541,492 | The following table summarizes stock option activity for the year ended December 31, 2020: Number of Weighted Weighted Aggregate Outstanding — December 31, 2019 40,000 $ 0.10 $ Granted 42,179 0.40 Exercised — — Forfeited — — Outstanding — December 31, 2020 82,179 $ 0.25 8.4 $ 12,000 Options exercisable — December 31, 2020 39,166 $ 0.10 7.6 $ 11,750 |
Summary of Restricted Stock Activity | The following table summarizes restricted stock activity for the six months ended June 30, 2021: Number of Shares Unvested - December 31, 2020 10,250 Issued 34,268 Vested (3,630 ) Cancelled — Unvested – June 30, 2021 40,888 | The following table summarizes restricted stock activity for the years ended December 31, 2019 and 2020: Number of Unvested — January 1, 2019 362,500 Issued — Vested (181,250 ) Cancelled — Unvested — December 31, 2019 181,250 Issued 10,250 Vested (181,250 ) Cancelled — Unvested — December 31, 2020 10,250 |
Schedule of Stock Based Compensation Expense | Stock-based compensation expense recorded in the accompanying statements of operations is as follows: Six Months Ended June 30, 2020 2021 Research and development $ 1,020 $ 178,826 General and administrative 430 13,297 Total stock-based compensation expense $ 1,450 $ 192,123 | Stock-based compensation expense recorded in the accompanying statements of operations is as follows: Year Ended 2019 2020 Research and development $ 571 $ 2,813 General and administrative — 946 Total stock-based compensation expense $ 571 $ 3,759 |
Net Loss per Share (Tables)
Net Loss per Share (Tables) | 6 Months Ended | 12 Months Ended |
Jun. 30, 2021 | Dec. 31, 2020 | |
Earnings Per Share [Abstract] | ||
Schedule of outstanding dilutive securities | The following outstanding potentially dilutive securities have been excluded from the calculation of diluted net loss per share for the six months ended June 30, 2020 and 2021, as their effect is anti-dilutive: 2020 2021 Convertible Preferred Stock 1,144,461 2,578,518 Stock options to purchase common stock 82,179 219,046 Restricted shares of common stock subject to repurchase 100,824 40,888 | The following outstanding potentially dilutive securities have been excluded from the calculation of diluted net loss per share, as their effect is anti-dilutive: For the Years Ended 2019 2020 Convertible Preferred Stock 934,803 2,578,518 Stock options to purchase common stock 40,000 82,179 Restricted shares of common stock subject to repurchase 181,250 10,250 |
Stockholders' Equity (Tables)
Stockholders' Equity (Tables) | 6 Months Ended | 12 Months Ended |
Jun. 30, 2021 | Dec. 31, 2020 | |
Stockholders' Equity Note [Abstract] | ||
Schedule of common stock shares reserved for future issuance | As of June 30, 2021, the Company reserved the following shares of common stock for issuance upon conversion of the outstanding convertible preferred stock and exercise of stock options: Conversion of Series A preferred stock 2,578,518 Series A preferred stock reserved for 3 rd 754,765 Stock options available for issuance 130,305 Stock options outstanding 219,046 Total 3,682,634 | As of December 31, 2020, the Company reserved the following shares of common stock for issuance upon conversion of the outstanding convertible preferred stock and exercise of stock options: Conversion of Series A preferred stock 2,578,518 Series A preferred stock reserved for 3 rd 754,765 Stock options available for issuance 301,440 Stock options outstanding 82,179 Total 3,716,902 |
Description of Organization a_2
Description of Organization and Business Operations (Details) - USD ($) | Jun. 05, 2020 | Apr. 28, 2020 | Jun. 30, 2020 | Jun. 30, 2021 | Jun. 30, 2020 | Dec. 31, 2020 | Apr. 23, 2020 | Dec. 31, 2019 | |
Description of Organization and Business Operations (Details) [Line Items] | |||||||||
Common stock, par value (in Dollars per share) | $ 0.0001 | $ 0.0001 | $ 0.0001 | ||||||
Cash held outside of the Trust Account | $ 994,082 | $ 5,491,173 | [1] | $ 2,260,329 | |||||
Chardan Healthcare Acquisition 2 Corp. [Member] | |||||||||
Description of Organization and Business Operations (Details) [Line Items] | |||||||||
Purchase of private placement warrants | 3,500,000 | 3,500,000 | |||||||
Price per share (in Dollars per share) | $ 10 | $ 10 | |||||||
Trust account description | Following the closing of the Initial Public Offering on April 28, 2020, an amount of $85,000,000 ($10.00 per Unit) from the net proceeds of the sale of the Units in the Initial Public Offering and the sale of the Private Placement Warrants (as defined in Note 4) was placed in a trust account (the “Trust Account”), invested in U.S. government securities, within the meaning set forth in Section 2(a)(16) of the Investment Company Act of 1940, as amended (the “Investment Company Act”), with a maturity of 185 days or less, or in any open-ended investment company that holds itself out as a money market fund meeting the conditions of Rule 2a-7 of the Investment Company Act, as determined by the Company, until the earlier of: (i) the consummation of a Business Combination or (ii) the distribution of the funds in the Trust Account, as described below | ||||||||
Transaction costs amounted | $ 762,477 | ||||||||
Underwriting fees | $ 500,000 | ||||||||
Other offering costs | 262,477 | ||||||||
Working capital | $ 304,575 | ||||||||
Percentage of balance in trust account | 80.00% | ||||||||
Minimum net tangible assets to required business combination | $ 5,000,001 | ||||||||
Percentage of redeeming public share | 20.00% | ||||||||
Trust account price per share (in Dollars per share) | $ 100,000 | ||||||||
Percentage of obligation to redeem public share | 100.00% | ||||||||
Trust Account, per share (in Dollars per share) | $ 10 | ||||||||
Number of shares issued to equityholders (in Shares) | 8,622,644 | 8,622,644 | |||||||
Common stock, par value (in Dollars per share) | $ 0.0001 | $ 0.0001 | $ 0.0001 | $ 0.0001 | |||||
Exercise price of warrants (in Dollars per share) | $ 11.50 | $ 11.50 | |||||||
Cash held outside of the Trust Account | $ 304,575 | $ 717,530 | $ 24,930 | ||||||
Working capital deficit (in Shares) | 1,613,335 | ||||||||
Purchase of private placement warrants | $ 3,500,000 | $ 3,500,000 | |||||||
Chardan Healthcare Acquisition 2 Corp. [Member] | Pre-Funded Warrants [Member] | |||||||||
Description of Organization and Business Operations (Details) [Line Items] | |||||||||
Exercise price of warrants (in Dollars per share) | $ 0.01 | ||||||||
Percentage of beneficial ownership limitation | 9.99% | ||||||||
Chardan Healthcare Acquisition 2 Corp. [Member] | CHAQ [Member] | |||||||||
Description of Organization and Business Operations (Details) [Line Items] | |||||||||
Number of shares issued to equityholders (in Shares) | 6,500,000 | ||||||||
Common stock, par value (in Dollars per share) | $ 0.0001 | ||||||||
Shares received by contingent right (in Shares) | 2,000,000 | ||||||||
Chardan Healthcare Acquisition 2 Corp. [Member] | PIPE Investors [Member] | |||||||||
Description of Organization and Business Operations (Details) [Line Items] | |||||||||
Price per share (in Dollars per share) | $ 10 | ||||||||
Number of shares issue and sell to investors (in Shares) | 3,000,000 | ||||||||
Gross proceeds from issuance of shares to investors | $ 30,000,000 | ||||||||
Initial purchase price per share (in Dollars per share) | $ 9.99 | ||||||||
Chardan Healthcare Acquisition 2 Corp. [Member] | Business Acquisitions [Member] | |||||||||
Description of Organization and Business Operations (Details) [Line Items] | |||||||||
Percentage of voting interest | 50.00% | ||||||||
Chardan Healthcare Acquisition 2 Corp. [Member] | IPO [Member] | |||||||||
Description of Organization and Business Operations (Details) [Line Items] | |||||||||
Purchase of private placement warrants | 8,500,000 | ||||||||
Purchase of warrants | $ 8,500,000 | ||||||||
Price per share (in Dollars per share) | $ 10 | ||||||||
Gross proceeds | $ 85,000,000 | ||||||||
Sale of stock, description | the Initial Public Offering on April 28, 2020, an amount of $85,000,000 ($10.00 per Unit) from the net proceeds of the sale of the Units in the Initial Public Offering and the sale of the Private Placement Warrants was placed in a trust account (the “Trust Account”) located in the United States and invested in U.S. government securities, within the meaning set forth in Section 2(a)(16) of the Investment Company Act of 1940, as amended (the “Investment Company Act”), with a maturity of 185 days or less or in any open-ended investment company that holds itself out as a money market fund meeting the conditions of Rule 2a-7 of the Investment Company Act, as determined by the Company, until the earlier of: (i) the consummation of a Business Combination or (ii) the distribution of the funds in the Trust Account, as described below. | ||||||||
Chardan Healthcare Acquisition 2 Corp. [Member] | Over-Allotment Option [Member] | |||||||||
Description of Organization and Business Operations (Details) [Line Items] | |||||||||
Gross proceeds | $ 1,226,440 | ||||||||
Trust account price per share (in Dollars per share) | $ 10 | ||||||||
Cash held outside of the Trust Account | $ 86,226,440 | ||||||||
Sale of stock, description | in connection with the underwriters’ election to partially exercise their over-allotment option, the Company consummated the sale of an additional 122,644 Units at $10.00 per Unit, generating total gross proceeds of $1,226,440. | ||||||||
Proceeds were deposited in Trust Account | $ 1,226,440 | ||||||||
Chardan Healthcare Acquisition 2 Corp. [Member] | Private Placement [Member] | |||||||||
Description of Organization and Business Operations (Details) [Line Items] | |||||||||
Price per share (in Dollars per share) | $ 0.40 | $ 0.40 | |||||||
Gross proceeds | $ 1,400,000 | ||||||||
Transaction costs amounted | 762,477 | ||||||||
Underwriting fees | 500,000 | ||||||||
Other offering costs | $ 262,477 | ||||||||
Percentage of balance in trust account | 80.00% | ||||||||
Minimum net tangible assets to required business combination | $ 5,000,001 | ||||||||
Percentage of redeeming public share | 20.00% | ||||||||
Trust account price per share (in Dollars per share) | $ 10 | ||||||||
Percentage of obligation to redeem public share | 100.00% | ||||||||
Exercise price of warrants (in Dollars per share) | $ 11.50 | ||||||||
Purchase of private placement warrants | $ 3,500,000 | ||||||||
Redemption price per share | $ 10 | ||||||||
Chardan Healthcare Acquisition 2 Corp. [Member] | Private Placement [Member] | Business Acquisitions [Member] | |||||||||
Description of Organization and Business Operations (Details) [Line Items] | |||||||||
Percentage of voting interest | 50.00% | ||||||||
[1] | The condensed balance sheet at December 31, 2020 has been derived from the audited financial statements at that date. |
Nature of Business and Basis _2
Nature of Business and Basis of Presentation - Additional Information (Detail) - USD ($) | Mar. 02, 2021 | Jun. 30, 2021 | Jun. 30, 2020 | Dec. 31, 2020 | Dec. 31, 2019 | Jul. 31, 2021 | Mar. 22, 2021 |
Accumulated deficit | $ 10,300,000 | $ 4,900,000 | |||||
Loss from operations | (5,399,861) | $ (1,376,140) | (3,229,843) | $ (1,561,257) | |||
Cash and cash equivalents | $ 400,000 | $ 5,400,000 | |||||
Common stock shares subscribed but not issued | 3,000,000 | ||||||
Common stock value subscribed but not issued | $ 30,000,000 | ||||||
Minimum proceeds needed to consummate business combination | $ 85,000,000 | ||||||
Subscription Agreement [Member] | Private Investment In Public Equity Investors [Member] | |||||||
Class of warrants or rights exercise price per share | $ 0.01 | ||||||
Subscription Agreement [Member] | Private Investment In Public Equity Investors [Member] | Pre Funded Warrants [Member] | Beneficial Owner [Member] | Maximum [Member] | |||||||
Percentage of common stock held by the investors | 9.99% | ||||||
Subsequent Event [Member] | |||||||
Cash and cash equivalents | $ 2,500,000 | ||||||
Minimum proceeds needed to consummate business combination | $ 85,000,000 | ||||||
Subsequent Event [Member] | Subscription Agreement [Member] | Private Investment In Public Equity Investors [Member] | |||||||
Class of warrants or rights exercise price per share | $ 0.01 | ||||||
Chardhan Healthcare Acquistion Two Corp [Member] | |||||||
Business acquistion equity issued or issuable shares | 6,500,000 | ||||||
Business acquistion contingent consideration shares issuable shares | 2,000,000 | ||||||
Number of shares to be transferred towards contingent consideration | 500,000 | ||||||
Chardhan Healthcare Acquistion Two Corp [Member] | Subscription Agreement [Member] | Private Investment In Public Equity Investors [Member] | Pre Funded Warrants [Member] | |||||||
Common stock shares subscribed but not issued | 3,000,000 | ||||||
Shares Issued, Price Per Share | $ 10 | ||||||
Common stock value subscribed but not issued | $ 30,000,000 | ||||||
Class of warrants or rights issued price per unit | $ 9.99 | ||||||
Chardhan Healthcare Acquistion Two Corp [Member] | Merger Agreement [Member] | |||||||
Minimum cash to be maintained for the period for the Commencement of business combination | $ 85,000,000 | ||||||
Chardhan Healthcare Acquistion Two Corp [Member] | Share Trigger Price One [Member] | Year Two Thousand And Twenty Three [Member] | |||||||
Business acquistion contingent consideration shares issuable shares | 600,000 | ||||||
Share Price | $ 17.50 | ||||||
Chardhan Healthcare Acquistion Two Corp [Member] | Share Trigger Price Two [Member] | Year Two Thousand And Twenty Five [Member] | |||||||
Business acquistion contingent consideration shares issuable shares | 600,000 | ||||||
Share Price | $ 25 | ||||||
Chardhan Healthcare Acquistion Two Corp [Member] | Share Trigger Price Three [Member] | Year Two Thousand And Twenty Seven [Member] | |||||||
Business acquistion contingent consideration shares issuable shares | 800,000 | ||||||
Share Price | $ 35 |
Summary of Significant Accoun_3
Summary of Significant Accounting Policies (Details) - USD ($) | 6 Months Ended | 12 Months Ended | |||
Jun. 30, 2021 | Dec. 31, 2020 | Dec. 31, 2019 | Mar. 27, 2020 | ||
Summary of Significant Accounting Policies (Details) [Line Items] | |||||
Assets or liabilities measured at fair value on a nonrecurring basis | $ 0 | $ 0 | |||
Asset impairment losses | 0 | $ 0 | |||
Change in significant accounting policies | $ 0 | ||||
Deferred merger costs | 2,324,118 | 0 | [1] | ||
Chardan Healthcare Acquisition 2 Corp. [Member] | |||||
Summary of Significant Accounting Policies (Details) [Line Items] | |||||
Transaction costs amounted | 762,477 | ||||
Underwriting discount | 500,000 | ||||
Other offering costs | 262,477 | ||||
Offering costs | 253,120 | ||||
Federal depository insurance coverage | 250,000 | 250,000 | |||
Chardan Healthcare Acquisition 2 Corp. [Member] | Maximum [Member] | |||||
Summary of Significant Accounting Policies (Details) [Line Items] | |||||
Percentage of business interest limitation loosen | 50.00% | ||||
Chardan Healthcare Acquisition 2 Corp. [Member] | Minimum [Member] | |||||
Summary of Significant Accounting Policies (Details) [Line Items] | |||||
Percentage of business interest limitation loosen | 30.00% | ||||
Private Placement Warrants [Member] | Chardan Healthcare Acquisition 2 Corp. [Member] | |||||
Summary of Significant Accounting Policies (Details) [Line Items] | |||||
Offering costs | 9,357 | ||||
Initial Public Offering [Member] | Chardan Healthcare Acquisition 2 Corp. [Member] | |||||
Summary of Significant Accounting Policies (Details) [Line Items] | |||||
Private placement to purchase shares of common stock | $ 7,811,322 | $ 7,811,322 | |||
[1] | The condensed balance sheet at December 31, 2020 has been derived from the audited financial statements at that date. |
Summary of Significant Accoun_4
Summary of Significant Accounting Policies (Details) - Schedule of basic and diluted net loss per common share - Chardan Healthcare Acquisition 2 Corp. [Member] - USD ($) | 3 Months Ended | 6 Months Ended | ||
Jun. 30, 2021 | Jun. 30, 2020 | Jun. 30, 2021 | Jun. 30, 2020 | |
Numerator: Earnings attributable to Class A Common Stock subject to possible redemption | ||||
Franchise tax expense | $ (25,000) | $ (39,243) | ||
Net earnings attributable to Class A Common Stock subject to possible redemption | $ (25,000) | $ (39,243) | ||
Denominator: Weighted average Class A Common Stock subject to possible redemption | ||||
Basic and diluted weighted average shares outstanding, Class A Common Stock subject to possible redemption (in Shares) | 8,622,644 | 3,913,315 | 8,167,884 | 3,913,315 |
Basic and diluted net earnings per share, Class A Common Stock subject to possible redemption (in Dollars per share) | $ 0 | $ 0 | $ 0 | $ 0 |
Numerator: Non-redeemable net loss - Basic and Diluted | ||||
Net loss | $ (488,005) | $ (1,795,149) | $ (1,684,261) | $ (1,812,072) |
Less: Net earnings attributable to Class A Common Stock subject to possible redemption | 25,000 | 39,243 | ||
Non-redeemable net loss - Basic and Diluted | $ (463,005) | $ (1,795,149) | $ (1,645,018) | $ (1,812,072) |
Denominator: Weighted average Non-Redeemable Class A and Class B Common Stock | ||||
Basic and diluted weighted average shares outstanding, Non-Redeemable Class A and Class B Common Stock (in Shares) | 2,155,661 | 3,913,315 | 2,610,421 | 3,913,315 |
Basic and diluted net loss per share, Non-Redeemable Class A and Class B Common Stock (in Shares) | 0 | (0.46) | 0 | (0.46) |
Summary of Significant Accoun_5
Summary of Significant Accounting Policies (Details) - Schedule of estimated useful lives of property plant and equipment | 12 Months Ended |
Dec. 31, 2020 | |
Laboratory Equipment [Member] | |
Property, Plant and Equipment [Line Items] | |
Property, plant and equipment, useful life | 5 years |
Furniture And Fixtures And Office Equipment [Member] | |
Property, Plant and Equipment [Line Items] | |
Property, plant and equipment, useful life | 5 years |
Computer Equipment And Software [Member] | |
Property, Plant and Equipment [Line Items] | |
Property, plant and equipment, useful life | 3 years |
Prepaid Expenses and Other Cu_3
Prepaid Expenses and Other Current Assets (Details) - Summary of prepaid expenses and other current assets - USD ($) | Jun. 30, 2021 | Dec. 31, 2020 | Dec. 31, 2019 | |
Prepaid Expense and Other Assets, Current [Abstract] | ||||
Research and development costs | $ 500,300 | $ 90,570 | $ 87,932 | |
Insurance | 15,226 | 11,512 | ||
Insurance and other | 44,982 | 16,726 | ||
Other | 1,500 | |||
Total prepaid expenses and other current assets | $ 545,282 | $ 107,296 | [1] | $ 99,444 |
[1] | The condensed balance sheet at December 31, 2020 has been derived from the audited financial statements at that date. |
Initial Public Offering (Detail
Initial Public Offering (Details) - Chardan Healthcare Acquisition 2 Corp.[Member] - $ / shares | 6 Months Ended | 12 Months Ended |
Jun. 30, 2021 | Dec. 31, 2020 | |
Initial Public Offering (Details) [Line Items] | ||
Number of shares issued in transaction | 8,622,644 | 8,622,644 |
Price per share | $ 10 | $ 10 |
Exercise price of warrants | $ 11.50 | $ 11.50 |
Underwriters [Member] | ||
Initial Public Offering (Details) [Line Items] | ||
Number of shares issued in transaction | 122,644 | 122,644 |
Property and Equipment, Net (De
Property and Equipment, Net (Details) - Schedule of property and equipment net - USD ($) | Jun. 30, 2021 | Dec. 31, 2020 | Dec. 31, 2019 | |
Property, Plant and Equipment [Line Items] | ||||
Less: accumulated depreciation, amortization | $ (2,371) | $ (1,952) | $ (1,115) | |
Property and equipment, net | 129 | 548 | [1] | 1,385 |
Laboratory equipment [Member] | ||||
Property, Plant and Equipment [Line Items] | ||||
Property, Plant and Equipment | $ 2,500 | $ 2,500 | $ 2,500 | |
[1] | The condensed balance sheet at December 31, 2020 has been derived from the audited financial statements at that date. |
Property and Equipment, Net (_2
Property and Equipment, Net (Details) - USD ($) | 6 Months Ended | 12 Months Ended | ||
Jun. 30, 2021 | Jun. 30, 2020 | Dec. 31, 2020 | Dec. 31, 2019 | |
Property, Plant and Equipment [Abstract] | ||||
Depreciation expense | $ 419 | $ 419 | $ 837 | $ 837 |
Private Placement (Details)
Private Placement (Details) - Chardan Healthcare Acquisition 2 Corp.[Member] - USD ($) | 3 Months Ended | 6 Months Ended | 12 Months Ended | ||
Jun. 30, 2021 | Jun. 30, 2020 | Jun. 30, 2021 | Jun. 30, 2020 | Dec. 31, 2020 | |
Private Placement (Details) [Line Items] | |||||
Purchase of private placement warrants | $ 3,500,000 | $ 3,500,000 | |||
Price per share (in Dollars per share) | $ 10 | $ 10 | $ 10 | ||
Aggregate purchase price of private placement warrant | $ 1,400,000 | $ 1,400,000 | |||
Exercise price of warrants (in Dollars per share) | $ 11.50 | $ 11.50 | $ 11.50 | ||
Private placement warrants outstanding | $ 3,500,000 | ||||
Changes in the fair value of warrant liabilities | $ (595,000) | $ 35,000 | $ (280,000) | $ 35,000 | |
Private Placement [Member] | |||||
Private Placement (Details) [Line Items] | |||||
Purchase of private placement warrants | $ 3,500,000 | ||||
Price per share (in Dollars per share) | $ 0.40 | $ 0.40 | $ 0.40 | ||
Exercise price of warrants (in Dollars per share) | $ 11.50 |
Accrued Expenses (Details) - Su
Accrued Expenses (Details) - Summary of Accrued expenses - USD ($) | Jun. 30, 2021 | Dec. 31, 2020 | Dec. 31, 2019 | |
Payables and Accruals [Abstract] | ||||
Accrued employee compensation and benefits | $ 285,806 | $ 35,375 | $ 8,246 | |
Accrued external research and development expenses | 172,631 | 21,500 | 5,000 | |
Deferred Merger Costs | 84,748 | |||
Shares of restricted common stock subject to repurchase | 18,125 | |||
Accrued Professional fees and other | 93,003 | 7,714 | ||
Total accrued expenses | $ 636,188 | $ 56,875 | [1] | $ 39,085 |
[1] | The condensed balance sheet at December 31, 2020 has been derived from the audited financial statements at that date. |
Related Party Transactions (Det
Related Party Transactions (Details) - USD ($) | Apr. 28, 2020 | Aug. 31, 2019 | Dec. 31, 2018 | Jun. 30, 2021 | Jun. 30, 2020 | Jun. 30, 2021 | Jun. 30, 2020 | Dec. 31, 2020 | Dec. 31, 2019 | Jan. 14, 2020 |
Related Party Transactions (Details) [Line Items] | ||||||||||
Aggregate principal amount | $ 500,000 | |||||||||
Chardan Healthcare Acquisition 2 Corp. [Member] | ||||||||||
Related Party Transactions (Details) [Line Items] | ||||||||||
Aggregate shares of common stock (in Shares) | 8,622,644 | 8,622,644 | ||||||||
Description of related party transaction | The Initial Stockholders have agreed that, subject to certain limited exceptions, 50% of the Founder Shares will not be transferred, assigned, sold or released from escrow until the earlier of (i) six months after the date of the consummation of a Business Combination or (ii) the date on which the closing price of the Company’s shares of common stock equals or exceeds $12.50 per share (as adjusted for stock splits, stock dividends, reorganizations and recapitalizations) for any 10 trading days within any 30-trading day period commencing after a Business Combination and the remaining 50% of the Founder Shares will not be transferred, assigned, sold or released from escrow until six months after the date of the consummation of a Business Combination, or earlier, in either case, if, subsequent to a Business Combination, the Company consummates a subsequent liquidation, merger, stock exchange or other similar transaction which results in all of the stockholders having the right to exchange their shares of common stock for cash, securities or other property. | The Initial Stockholders have agreed that, subject to certain limited exceptions, 50% of the Founder Shares will not be transferred, assigned, sold or released from escrow until the earlier of (i) six months after the date of the consummation of a Business Combination or (ii) the date on which the closing price of the Company’s shares of common stock equals or exceeds $12.50 per share (as adjusted for stock splits, stock dividends, reorganizations and recapitalizations) for any 10 trading days within any 30-trading day period commencing after a Business Combination and the remaining 50% of the Founder Shares will not be transferred, assigned, sold or released from escrow until six months after the date of the consummation of a Business Combination, or earlier, in either case, if, subsequent to a Business Combination, the Company consummates a subsequent liquidation, merger, stock exchange or other similar transaction which results in all of the stockholders having the right to exchange their shares of common stock for cash, securities or other property. | ||||||||
Sponsor promissory note | $ 500,000 | |||||||||
Incurred paid | $ 30,000 | $ 20,000 | $ 60,000 | $ 20,000 | ||||||
Repayments of Related Party Debt | 30,000 | $ 30,000 | ||||||||
Consulting fees | 90,000 | |||||||||
Accounts Payable and Accrued Liabilities | 20,000 | |||||||||
Sponsor [Member] | Chardan Healthcare Acquisition 2 Corp. [Member] | ||||||||||
Related Party Transactions (Details) [Line Items] | ||||||||||
Aggregate shares of common stock (in Shares) | 5,000,000 | |||||||||
Aggregate purchase price | $ 25,000 | |||||||||
Sponsor cancelled shares (in Shares) | 2,556,250 | |||||||||
Remaining shares owned by sponsor (in Shares) | 2,443,750 | |||||||||
Outstanding under promissory note | $ 30,000 | |||||||||
Sponsor promissory note | 500,000 | |||||||||
Exchange promissory note for cash | 500,000 | |||||||||
General and administrative services | $ 10,000 | |||||||||
Founders [Member] | Chardan Healthcare Acquisition 2 Corp. [Member] | ||||||||||
Related Party Transactions (Details) [Line Items] | ||||||||||
Sponsor cancelled shares (in Shares) | 318,750 | |||||||||
Remaining shares owned by sponsor (in Shares) | 2,443,750 | |||||||||
Percentage of shares issued and outstanding | 20.00% | |||||||||
Founder Shares were forfeited (in Shares) | 288,089 | |||||||||
Founder Shares are no longer subject to forfeiture (in Shares) | 30,661 | |||||||||
Founder shares outstanding (in Shares) | 2,155,661 | |||||||||
Dr.Arthur Feldman [Member] | ||||||||||
Related Party Transactions (Details) [Line Items] | ||||||||||
Repayment of Notes Receivable from Related Parties | $ 102,124 | |||||||||
Consulting fees | $ 100,000 | $ 41,000 | ||||||||
Expenses from Transactions with Related Party | 50,000 | $ 50,000 | ||||||||
Director [Member] | ||||||||||
Related Party Transactions (Details) [Line Items] | ||||||||||
Repayments of Related Party Debt | $ 52,124 | |||||||||
Director [Member] | Series A Convertible Preferred shares [Member] | ||||||||||
Related Party Transactions (Details) [Line Items] | ||||||||||
Debt Conversion, Converted Instrument, Shares Issued | 12,300 | |||||||||
Dr. Feldman [Member] | ||||||||||
Related Party Transactions (Details) [Line Items] | ||||||||||
Due to Related Parties | $ 17,000 | $ 17,000 | ||||||||
Unsecured Promissory Note [Member] | Sponsor [Member] | Chardan Healthcare Acquisition 2 Corp. [Member] | ||||||||||
Related Party Transactions (Details) [Line Items] | ||||||||||
Aggregate principal amount | $ 500,000 | |||||||||
Outstanding under promissory note | $ 30,000 |
Commitments (Details)
Commitments (Details) | 6 Months Ended | 12 Months Ended |
Jun. 30, 2021 | Dec. 31, 2020 | |
Chardan Healthcare Acquisition 2 Corp. [Member] | ||
Effective date, description | Chardan Capital Markets, LLC and its related persons may not, with respect to the Private Placement Warrants purchased by the Sponsor, (i) have more than one demand registration right at the Company’s expense, (ii) exercise their demand registration rights more than five (5) years from the effective date of the Initial Public Offering, and (iii) exercise their “piggy-back” registration rights more than seven (7) years from the effective date of the Initial Public Offering, as long as Chardan Capital Markets, LLC or any of its related persons are beneficial owners of Private Placement Warrants. | Chardan Capital Markets, LLC and its related persons may not, with respect to the Private Placement Warrants purchased by the Sponsor, (i) have more than one demand registration right at the Company’s expense, (ii) exercise their demand registration rights more than five (5) years from the effective date of the Initial Public Offering, and (iii) exercise their “piggy-back” registration rights more than seven (7) years from the effective date of the Initial Public Offering, as long as Chardan Capital Markets, LLC or any of its related persons are beneficial owners of Private Placement Warrants |
License and Sponsored Researc_2
License and Sponsored Research Agreements (Details) - USD ($) | 6 Months Ended | 12 Months Ended | ||||
Jun. 30, 2021 | Jun. 30, 2020 | Dec. 31, 2020 | Dec. 31, 2019 | Jun. 30, 2024 | Mar. 02, 2021 | |
Licensed And Sponsored Research Agreements [Line Items] | ||||||
Common stock shares subscribed but not issued | 3,000,000 | |||||
License Agreement Two Thousand and Nineteen [Member] | Temple University [Member] | ||||||
Licensed And Sponsored Research Agreements [Line Items] | ||||||
Stock shares issued during the period for the purchase of assets shares | 97,879 | |||||
Adminstrative fee payable per annum | $ 20,000 | |||||
Research and development expenses | $ 200,000 | $ 200,000 | $ 3,652 | $ 39,152 | ||
Milestone payment payable | $ 1,250,000 | $ 1,250,000 | ||||
Year during which the agreement terminates | 2041 | |||||
Minimum notice period to be given by the counterparty for termination of the agreement in case of breach | 60 days | 60 days | ||||
Maximum period within which application filed for volunatary bankruptcy shall not be dismissed | 90 days | 90 days | ||||
Minimum notice period to be given by the counterparty for termination of the agreement for non payment of undisputed amounts | 30 days | 30 days | ||||
Minimum notice period to be given to the couterparty for termination of the agreement | 90 days | 90 days | ||||
License Agreement Two Thousand and Nineteen [Member] | Temple University [Member] | General and Administrative Expense [Member] | ||||||
Licensed And Sponsored Research Agreements [Line Items] | ||||||
Royalty as a percentage of sales eligible to be reduced for payments made to third parties | 50.00% | 50.00% | 50.00% | |||
License Agreement Two Thousand and Nineteen [Member] | Temple University [Member] | Second Tranche of Series A Redeemable Convertible Preferred Stock [Member] | ||||||
Licensed And Sponsored Research Agreements [Line Items] | ||||||
Common stock shares subscribed but not issued | 9,130 | |||||
License Agreement Two Thousand and Nineteen [Member] | Temple University [Member] | Tranche One [Member] | ||||||
Licensed And Sponsored Research Agreements [Line Items] | ||||||
Reimbursement of patent fees and administration fees | $ 225,168 | |||||
License Agreement Two Thousand and Nineteen [Member] | Temple University [Member] | Tranche Two [Member] | ||||||
Licensed And Sponsored Research Agreements [Line Items] | ||||||
Annual administrative expense | $ 20,000 | |||||
Sponsored Researh Agreement [Member] | ||||||
Licensed And Sponsored Research Agreements [Line Items] | ||||||
Funding obligation preclinical activities | $ 600,000 | |||||
Sponsored Researh Agreement [Member] | Temple University [Member] | ||||||
Licensed And Sponsored Research Agreements [Line Items] | ||||||
Funding obligation preclinical activities | $ 900,000 | $ 900,000 | ||||
Term of preclinical activities | 3 years | 3 years | ||||
Research and development expenses | $ 300,000 | $ 300,000 | ||||
Sponsored Researh Agreement [Member] | Temple University [Member] | Subsequent Event [Member] | ||||||
Licensed And Sponsored Research Agreements [Line Items] | ||||||
Funding obligation preclinical activities | $ 5,300,000 |
Convertible Preferred Stock (De
Convertible Preferred Stock (Details) - Summary of Convertible Preferred Stock - shares | Jun. 30, 2021 | Dec. 31, 2020 |
Temporary Equity [Line Items] | ||
Common Stock Issuable Upon Conversion | 3,682,634 | 3,716,902 |
August 2019 | Tranche One [Member] | Series A Redeemable Convertible Preferred Stock [Member] | ||
Temporary Equity [Line Items] | ||
Shares Issued | 934,803 | 934,803 |
Shares Outstanding | 934,803 | 934,803 |
Common Stock Issuable Upon Conversion | 934,803 | 934,803 |
June 2020 | Tranche Two [Member] | Series A Redeemable Convertible Preferred Stock [Member] | ||
Temporary Equity [Line Items] | ||
Shares Issued | 209,658 | 209,658 |
Shares Outstanding | 209,658 | 209,658 |
Common Stock Issuable Upon Conversion | 209,658 | 209,658 |
November 2020 | Tranche Two [Member] | Series A Redeemable Convertible Preferred Stock [Member] | ||
Temporary Equity [Line Items] | ||
Shares Issued | 1,434,057 | 1,434,057 |
Shares Outstanding | 1,434,057 | 1,434,057 |
Common Stock Issuable Upon Conversion | 1,434,057 | 1,434,057 |
Convertible Preferred Stock (_2
Convertible Preferred Stock (Details) | 1 Months Ended | 6 Months Ended | 12 Months Ended | ||||
Nov. 30, 2020USD ($)$ / sharesshares | Aug. 31, 2020USD ($)$ / sharesshares | Aug. 31, 2019USD ($)$ / sharesshares | Jun. 30, 2021USD ($)Directors$ / shares | Jun. 30, 2020USD ($)$ / sharesshares | Dec. 31, 2020USD ($)Directors$ / shares | Dec. 31, 2019USD ($) | |
Temporary Equity [Line Items] | |||||||
Proceeds from redeemable convertible preferred stock net | $ 900,000 | $ 0 | $ 820,993 | $ 6,635,038 | $ 3,388,782 | ||
Estimated gross proceeds from redeemable convertible preferred stock | $ 2,500,000 | ||||||
Condition For Conversion Of Temporary Equity Into Permanent Equity [Member] | |||||||
Temporary Equity [Line Items] | |||||||
Shares issued price per share | $ / shares | $ 12.20 | $ 12.20 | |||||
Proceeds from initial public offer | $ 60,000,000 | $ 60,000,000 | |||||
Series A Redeemable Convertible Preferred Stock [Member] | |||||||
Temporary Equity [Line Items] | |||||||
Temporary equity shares subscribed but not issued | shares | 2,718,286 | ||||||
Temporary equity shares issued price per share | $ / shares | $ 4.065063 | ||||||
Temporary equity shares subscribed but not issued value | $ 11,100,000 | ||||||
Term of milestone | 36 months | ||||||
Debt instrument redeemable face value | $ 50,000 | ||||||
Number of directors entitled to be voted for | Directors | 2 | 2 | |||||
Temporary equity dividend per share | $ / shares | $ 0.28 | $ 0.28 | |||||
Temporary Equity Conversion Into Permanent Equity Conversion Price Per Share | $ / shares | $ 4.065063 | $ 4.065063 | |||||
Series A Redeemable Convertible Preferred Stock [Member] | August Two Thousand And Nineteen [Member] | Tranche One [Member] | |||||||
Temporary Equity [Line Items] | |||||||
Temporary equity shares issued price per share | $ / shares | $ 4.065063 | ||||||
Temporary equity stock shares issued during the period shares | shares | 934,803 | ||||||
Gross proceeds from redeemable convertibe preferred stock | $ 3,800,000 | ||||||
Payment of stock issuance costs | 400,000 | ||||||
Proceeds from redeemable convertible preferred stock net | $ 3,400,000 | ||||||
Series A Redeemable Convertible Preferred Stock [Member] | June Two Thousand And Twenty [Member] | Tranche Two [Member] | |||||||
Temporary Equity [Line Items] | |||||||
Temporary equity shares issued price per share | $ / shares | $ 4.065063 | $ 4.065063 | |||||
Temporary equity stock shares issued during the period shares | shares | 209,658 | 209,658 | |||||
Proceeds from redeemable convertible preferred stock net | $ 900,000 | ||||||
Temporary equity additional shares authorized | shares | 614,997 | ||||||
Estimated gross proceeds from redeemable convertible preferred stock | $ 2,500,000 | ||||||
Series A Redeemable Convertible Preferred Stock [Member] | November Two Thousand And Twenty [Member] | Tranche Two [Member] | |||||||
Temporary Equity [Line Items] | |||||||
Temporary equity shares subscribed but not issued | shares | 4.065063 | ||||||
Temporary equity shares issued price per share | $ / shares | $ 4.065063 | ||||||
Temporary equity stock shares issued during the period shares | shares | 1,434,057 | ||||||
Proceeds from redeemable convertible preferred stock net | $ 5,800,000 |
Warrants (Details)
Warrants (Details) - Chardan Healthcare Acquisition 2 Corp. [Member] - USD ($) | 3 Months Ended | 6 Months Ended | ||
Jun. 30, 2021 | Jun. 30, 2020 | Jun. 30, 2021 | Jun. 30, 2020 | |
Warrants (Details) [Line Items] | ||||
Fair value of warrant liabilities | $ 595,000 | $ 35,000 | $ 280,000 | $ 35,000 |
Public Warrants [Member] | ||||
Warrants (Details) [Line Items] | ||||
Warrants outstanding (in Shares) | 8,622,644 | 8,622,644 | ||
Private Placement [Member] | ||||
Warrants (Details) [Line Items] | ||||
Warrants outstanding (in Shares) | 3,500,000 | 3,500,000 |
Stockholders' Equity (Details)
Stockholders' Equity (Details) | Aug. 31, 2018USD ($)$ / sharesshares | Mar. 31, 2021shares | Mar. 31, 2020shares | Jun. 30, 2021USD ($)Directors$ / sharesshares | Dec. 31, 2020USD ($)Directors$ / sharesshares | Jun. 30, 2020shares | Apr. 23, 2020$ / sharesshares | Dec. 31, 2019USD ($)$ / sharesshares |
Stockholders' Equity (Details) [Line Items] | ||||||||
Preferred stock, shares authorized | 0 | |||||||
Common stock, shares authorized | 6,000,000 | 6,000,000 | 5,500,000 | |||||
Common stock, par value (in Dollars per share) | $ / shares | $ 0.0001 | $ 0.0001 | $ 0.0001 | |||||
Common stock, shares outstanding | 1,987,636 | 1,953,368 | 1,987,636 | 1,933,988 | ||||
Common stock, shares issued | 1,987,636 | 1,953,368 | 1,933,988 | |||||
Preferred Stock, Shares Outstanding | 0 | |||||||
Share based compensation by share based arrangement equity instruments other than options granted during the period value | $ | $ 72,500 | |||||||
Common stock shares voting rights | one | one | ||||||
Number of directors entitled to be elected by the common stock holders | Directors | 2 | 2 | ||||||
Business Combination [Member] | ||||||||
Stockholders' Equity (Details) [Line Items] | ||||||||
Description of business combination | In connection with the closing of a Business Combination at an issue price or effective issue price of less than $9.20 per share of common stock (with such issue price or effective issue price to be determined in good faith by the Company's board of directors and, in the case of any such issuance to the Sponsor or its affiliates, without taking into account any Founder Shares held by the sponsor or such affiliates, as applicable, prior to such issuance) (the "Newly Issued Price"), (y) the aggregate gross proceeds from such issuances represent more than 60% of the total equity proceeds, and interest thereon, available for the funding of a Business Combination on the date of the completion of a Business Combination (net of redemptions), and (z) the volume weighted average trading price of the Company's shares of common stock during the 20 trading day period starting on the trading day prior to the day on which the Company consummates a Business Combination (such price, the "Market Value") is below $9.20 per share, the exercise price of the warrants will be adjusted (to the nearest cent) to be equal to 115% of the higher of the Market Value and the Newly Issued Price, and the $16.00 per share redemption trigger prices will be adjusted (to the nearest cent) to be equal to 160% of the higher of the Market Value and the Newly Issued Price. | |||||||
2018 Stock Option and Grant Plan [Member] | Restricted Stock Units (RSUs) [Member] | ||||||||
Stockholders' Equity (Details) [Line Items] | ||||||||
Share based compensation by share based arrangement equity instruments other than options unvested subject to repurchase rights | 40,888 | 10,250 | ||||||
2018 Stock Option and Grant Plan [Member] | Restricted Stock Units (RSUs) [Member] | Restricted Stock Purchase Agreement [Member] | ||||||||
Stockholders' Equity (Details) [Line Items] | ||||||||
Share based compensation by share based arrangement equity instruments other than options granted during the period shares | 725,000 | 34,268 | 10,250 | |||||
Share based compensation by share based arrangement equity instruments other than options granted during the period grant date exercise price per share | $ / shares | $ 0.10 | |||||||
Share based compensation by share based arrangement equity instruments other than options granted during the period value | $ | $ 72,500 | |||||||
Share based compensation by share based arrangement equity instruments other than options non vested subject to repurchase | 422,901 | |||||||
Share based compensation by share based arrangement repurchase period | 28 months | |||||||
Deferred compensation share based arrangement liabilities current | $ | $ 0 | $ 18,125 | ||||||
Chardan Healthcare Acquisition 2 Corp. [Member] | ||||||||
Stockholders' Equity (Details) [Line Items] | ||||||||
Preferred stock, shares authorized | 1,000,000 | 1,000,000 | 1,000,000 | 1,000,000 | ||||
Preferred stock, par value (in Dollars per share) | $ / shares | $ 0.0001 | $ 0.0001 | $ 0.0001 | $ 0.0001 | ||||
Common stock, shares authorized | 30,000,000 | 30,000,000 | 30,000,000 | |||||
Common stock, par value (in Dollars per share) | $ / shares | 0.0001 | $ 0.0001 | $ 0.0001 | $ 0.0001 | ||||
Common stock, shares outstanding | 2,667,733 | 5,000,000 | ||||||
Common stock, shares issued | 2,667,733 | 5,000,000 | ||||||
Common stock subject to possible redemption | 8,110,572 | 0 | ||||||
Redemption par value per share (in Dollars per share) | $ / shares | $ 10 | |||||||
Net tangible assets (in Dollars) | $ | $ 5,000,001 | |||||||
Additional net tangible assets (in Dollars) | $ | 30,000,000 | |||||||
Common stocks subject to possible redemption (in Dollars) | $ | $ 86,254,797 | |||||||
Preferred Stock, Shares Issued | 0 | 0 | 0 | |||||
Preferred Stock, Shares Outstanding | 0 | 0 | 0 | |||||
Warrant or Right, Reason for Issuance, Description | The Company may redeem the Public Warrants: • in whole and not in part; • at a price of $0.01 per warrant; • at any time during the exercise period; • upon a minimum of 30 days’ prior written notice of redemption • if, and only if, the last sale price of the Company’s common stock equals or exceeds $16.00 per share for any 10 trading days within a 30-trading day period ending on the third business day prior to the date on which the Company sends the notice of redemption to the warrant holders; and • if, and only if, there is a current registration statement in effect with respect to the shares of common stock underlying such warrants at the time of redemption and for the entire 30-day trading period referred to above and continuing each day thereafter until the date of redemption. | |||||||
Common Stock [Member] | Chardan Healthcare Acquisition 2 Corp. [Member] | ||||||||
Stockholders' Equity (Details) [Line Items] | ||||||||
Common stock, shares authorized | 30,000,000 | 30,000,000 | ||||||
Common stock, shares outstanding | 2,155,661 | 3,070,233 | ||||||
Common stock, shares issued | 2,155,661 | 3,070,233 | ||||||
Common stock subject to possible redemption | 8,622,644 | 7,708,072 |
Stockholders' Equity (Details)
Stockholders' Equity (Details) - Schedule of common stock shares reserved for future issuance - shares | Jun. 30, 2021 | Dec. 31, 2020 |
Common Stock Shares Reserved For Future Issuance [Line Items] | ||
Common stock, capital shares reserved for future issuance | 3,682,634 | 3,716,902 |
Stock Options Available For Issuance [Member] | ||
Common Stock Shares Reserved For Future Issuance [Line Items] | ||
Common stock, capital shares reserved for future issuance | 130,305 | 301,440 |
Stock Options Outstanding [Member] | ||
Common Stock Shares Reserved For Future Issuance [Line Items] | ||
Common stock, capital shares reserved for future issuance | 219,046 | 82,179 |
Tranche One And Two [Member] | Redeemable Convertible Preferred Stock [Member] | ||
Common Stock Shares Reserved For Future Issuance [Line Items] | ||
Common stock, capital shares reserved for future issuance | 2,578,518 | 2,578,518 |
Tranche Three [Member] | Redeemable Convertible Preferred Stock [Member] | ||
Common Stock Shares Reserved For Future Issuance [Line Items] | ||
Common stock, capital shares reserved for future issuance | 754,765 | 754,765 |
Fair Value Measurements (Detail
Fair Value Measurements (Details) - Schedule of fair value hierarchy of the valuation inputs - Chardan Healthcare Acquisition 2 Corp. [Member] - USD ($) | Jun. 30, 2021 | Dec. 31, 2020 |
Assets | ||
Money Market investments | $ 86,254,797 | $ 86,247,631 |
Liabilities | ||
Warrant liability – Private Placement Warrants | 3,745,000 | 4,025,000 |
Amount at Fair Value [Member] | ||
Assets | ||
Money Market investments | 86,254,797 | 86,247,631 |
Liabilities | ||
Warrant liability – Private Placement Warrants | $ 3,745,000 | $ 4,025,000 |
Fair Value Measurements (Deta_2
Fair Value Measurements (Details) - Schedule of significant unobservable inputs used in the modified Black-Scholes model - Chardan Healthcare Acquisition 2 Corp. [Member] - $ / shares | 6 Months Ended | 12 Months Ended |
Jun. 30, 2021 | Dec. 31, 2020 | |
Stock price (in Dollars per share) | $ 9.96 | $ 10.20 |
Strike price (in Dollars per share) | $ 11.50 | $ 11.50 |
Probability of completing a Business Combination | 100.00% | 88.00% |
Dividend yield | ||
Term (in years) | 3 years 9 months 18 days | 4 years 3 months 18 days |
Volatility | 19.80% | 20.60% |
Risk-free rate | 0.63% | 0.29% |
Fair value of warrants (in Dollars per share) | $ 1.07 | $ 1.15 |
Fair Value Measurements (Deta_3
Fair Value Measurements (Details) - Schedule of changes in fair value on recurring basis | 6 Months Ended |
Jun. 30, 2021USD ($) | |
Fair Value Measurements (Details) - Schedule of changes in fair value on recurring basis [Line Items] | |
Fair value beginning balance | $ 0 |
Warrant Liabilities [Member] | Chardan Healthcare Acquisition 2 Corp. [Member] | |
Fair Value Measurements (Details) - Schedule of changes in fair value on recurring basis [Line Items] | |
Fair value beginning balance | 4,025,000 |
Change in fair value of warrant liabilities | (280,000) |
Fair value ending balance | $ 3,745,000 |
Income Taxes (Details)
Income Taxes (Details) - USD ($) | Dec. 31, 2020 | Dec. 31, 2019 |
Deferred tax assets | ||
Net operating loss | $ 1,251,012,000 | $ 369,570,000 |
Capitalized patent costs | 167,330,000 | 112,732,000 |
Stock-based compensation | 1,588,000 | 497,000 |
Deferred tax asset | 1,419,930,000 | 482,799,000 |
Valuation Allowance | (1,419,814,000) | (482,506,000) |
Deferred tax assets | 116,000 | 293,000 |
Deferred tax liabilities | ||
Fixed assets | (116,000) | (293,000) |
Total deferred tax liabilities | (116,000) | (293,000) |
Net deferred tax assets | ||
Chardan Healthcare Acquisition 2 Corp. [Member] | ||
Deferred tax assets | ||
Net operating loss | 164,481 | 519 |
Deferred tax asset | 164,481 | 519 |
Valuation Allowance | (164,481) | (519) |
Deferred tax assets |
Income Taxes (Details 1)
Income Taxes (Details 1) - USD ($) | 12 Months Ended | |
Dec. 31, 2020 | Dec. 31, 2019 | |
State and Local | ||
Current | $ 8 | $ 8 |
Change in valuation allowance | (29) | (30.9) |
Chardan Healthcare Acquisition 2 Corp. [Member] | ||
Federal | ||
Current | ||
Deferred | (164,481) | (109) |
State and Local | ||
Current | ||
Deferred | ||
Change in valuation allowance | 164,481 | 109 |
Income tax provision |
Income Taxes (Details 2)
Income Taxes (Details 2) - USD ($) | 12 Months Ended | |
Dec. 31, 2020 | Dec. 31, 2019 | |
Statutory federal income tax rate | 21.00% | 21.00% |
State tax, net of federal benefit | $ 8 | $ 8 |
Other | 0 | 1.9 |
Change in valuation allowance | $ (29) | $ (30.9) |
Income tax provision | 0.00% | 0.00% |
Chardan Healthcare Acquisition 2 Corp. [Member] | ||
Statutory federal income tax rate | 21.00% | 21.00% |
State tax, net of federal benefit | ||
Change in valuation allowance | $ 164,481 | $ 109 |
Valuation allowance | (21.00%) | (21.00%) |
Income tax provision | 0.00% | 0.00% |
Income Taxes (Details Textual)
Income Taxes (Details Textual) - USD ($) | 12 Months Ended | ||
Dec. 31, 2020 | Dec. 31, 2019 | Dec. 31, 2018 | |
Income Tax Textual [Abstract] | |||
Deferred Income Tax Expense (Benefit) | $ 0 | $ 0 | |
Current Income Tax Expense (Benefit) | $ 0 | 0 | |
Effective Income Tax Rate Reconciliation, Deduction, Percent | 80.00% | ||
Deferred Tax Assets, Operating Loss Carryforwards, State and Local | $ 4,424,133 | ||
Tax Credit Carryforward, Limitations on Use | 2034 | ||
Effective Income Tax Rate Reconciliation, uncertain tax position | 50.00% | ||
Income Tax Uncertain tax position period | 3 years | ||
Income tax uncertain tax position | $ 0 | ||
Income Tax Examination, Increase (Decrease) in Liability from Prior Year | 0 | ||
Chardan Healthcare Acquisition 2 Corp.[Member] | |||
Income Tax Textual [Abstract] | |||
U.S. federal and state net operating loss carryovers | 781,000 | 2,500 | |
Change in the valuation allowance | 163,962 | ||
Federal Tax Authority [Member] | |||
Income Tax Textual [Abstract] | |||
Operating Loss Carryforwards | $ 4,311,540 | $ 4,311,540 | |
Operating Loss Carryforwards, Limitations on Use | The federal NOL carryforwards generated prior to 2018, totaling approximately $0.1 million, expire at various dates beginning in 2034, and the remaining federal NOL carryforwards generated in 2018, 2019, and 2020 do not expire. | ||
Federal Tax Authority [Member] | Previously Reported [Member] | |||
Income Tax Textual [Abstract] | |||
Operating Loss Carryforwards | $ 100,000 |
Stock-Based Compensation - Addi
Stock-Based Compensation - Additional Information (Detail) - USD ($) | Aug. 12, 2019 | Jun. 30, 2021 | Jun. 30, 2020 | Dec. 31, 2020 | Dec. 31, 2019 | Dec. 31, 2018 |
Disclosure Of Compensation Related Costs Sharebased Payments [Line Items] | ||||||
Maximum number of shares of common stock reserved for issuance | 3,682,634 | 3,716,902 | ||||
Stock based compensation expense | $ 192,123 | $ 1,450 | $ 3,759 | $ 571 | ||
Share-based Payment Arrangement, Nonvested Award, Cost Not yet Recognized, Amount | $ 600,000 | |||||
Maximum Number of Shares Per Employee | 100,000 | |||||
Share-based Payment Arrangement, Accelerated Cost | $ 80,522 | |||||
Share-based Compensation Arrangement by Share-based Payment Award, Accelerated Vesting, Number | 8,727 | |||||
Common Stock [Member] | ||||||
Disclosure Of Compensation Related Costs Sharebased Payments [Line Items] | ||||||
Number of shares purchased for issuance under share-based payment arrangement. | 42,179 | 136,867 | ||||
Stock options to purchase common stock | ||||||
Disclosure Of Compensation Related Costs Sharebased Payments [Line Items] | ||||||
Number of options granted | 136,867 | 42,179 | 0 | |||
Weighted average fair value of the options granted | $ 4.77 | $ 0.25 | $ 0.23 | |||
Stock based compensation expense | $ 181,533 | $ 1,020 | $ 2,813 | $ 571 | ||
Weighted average period | 1 year 4 months 24 days | 3 years | ||||
Restricted Stock [Member] | ||||||
Disclosure Of Compensation Related Costs Sharebased Payments [Line Items] | ||||||
Stock based compensation expense | $ 10,590 | $ 430 | $ 0 | $ 946 | ||
Share-based Payment Arrangement, Nonvested Award, Cost Not yet Recognized, Amount | $ 0.1 | $ 3,141 | ||||
Weighted average period | 3 years 4 months 24 days | 3 years | ||||
2018 Stock Option And Grant Plan [Member] | ||||||
Disclosure Of Compensation Related Costs Sharebased Payments [Line Items] | ||||||
Maximum number of shares of common stock reserved for issuance | 850,000 | |||||
Number of authorised shares reserved for issuance under plan increased | 268,869 | |||||
Number of Shares of common stock remaining and available for issuance | 130,305 | 301,440 |
Stock-Based Compensation (Detai
Stock-Based Compensation (Details) - Schedule of Assumptions Used In Determining The Fair Value Of Option Awards - Share-based Payment Arrangement, Option [Member] | 6 Months Ended | 12 Months Ended | |
Jun. 30, 2021 | Jun. 30, 2020 | Dec. 31, 2020 | |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||
Expected volatility | 72.30% | 69.40% | 69.40% |
Risk-free interest rate | 0.79% | 1.46% | 1.46% |
Expected dividend yield | 0.00% | 0.00% | 0.00% |
Expected term (in years) | 5 years 5 months 19 days | 5 years 11 months 8 days | 6 years 29 days |
Stock-Based Compensation (Det_2
Stock-Based Compensation (Details) - Summary of Stock Option Activity - Share-based Payment Arrangement, Option [Member] - USD ($) | 6 Months Ended | 12 Months Ended | |
Jun. 30, 2021 | Dec. 31, 2020 | Dec. 31, 2019 | |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||
Number of Options Outstanding , Beginning balance | 82,179 | 40,000 | |
Number of Options Granted | 136,867 | 42,179 | 0 |
Number of Options Exercised | 0 | 0 | |
Number of Options Forfeited | 0 | 0 | |
Number of Options Outstanding , Ending balance | 219,046 | 82,179 | 40,000 |
Number of Options Options exercisable | 57,556 | 39,166 | |
Weighted Average Exercise Price Outstanding , Beginning balance | $ 0.25 | $ 0.10 | |
Weighted Average Exercise Price Granted | 7.90 | 0.40 | |
Weighted Average Exercise Price Exercised | 0 | 0 | |
Weighted Average Exercise Price Forfeited | 0 | 0 | |
Weighted Average Exercise Price Outstanding , Ending balance | 5.03 | 0.25 | $ 0.10 |
Weighted Average Exercise Price Options exercisable | $ 0.22 | $ 0.10 | |
Weighted Average Remaining Contractual Term (years) Outstanding , Beginning balance | 8 years 7 months 6 days | 8 years 4 months 24 days | |
Weighted Average Remaining Contractual Term (years) Outstanding , Ending balance | 8 years 7 months 6 days | 8 years 4 months 24 days | |
Weighted Average Remaining Contractual Term (years) Options exercisable | 6 years | 7 years 7 months 6 days | |
Aggregate Intrinsic Value Outstanding , Beginning balance | $ 12,000 | ||
Aggregate Intrinsic Value Outstanding , Beginning balance | 1,007,198 | $ 12,000 | |
Aggregate Intrinsic Value Options exercisable | $ 541,492 | $ 11,750 |
Stock-Based Compensation (Det_3
Stock-Based Compensation (Details) - Summary of Restricted Stock Activity - Restricted Stock [Member] - shares | 6 Months Ended | 12 Months Ended | |
Jun. 30, 2021 | Dec. 31, 2020 | Dec. 31, 2019 | |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||
Balance beginning | 10,250 | 181,250 | 362,500 |
Issued | 34,268 | 10,250 | 0 |
Vested | (3,630) | (181,250) | (181,250) |
Cancelled | 0 | 0 | 0 |
Balance end | 40,888 | 10,250 | 181,250 |
Stock-Based Compensation (Det_4
Stock-Based Compensation (Details) - Schedule of Stock Based Compensation Expense - USD ($) | 6 Months Ended | 12 Months Ended | ||
Jun. 30, 2021 | Jun. 30, 2020 | Dec. 31, 2020 | Dec. 31, 2019 | |
Share-based Payment Arrangement, Expensed and Capitalized, Amount [Line Items] | ||||
Share-based Payment Arrangement, Expense | $ 192,123 | $ 1,450 | $ 3,759 | $ 571 |
Research and Development Expense [Member] | ||||
Share-based Payment Arrangement, Expensed and Capitalized, Amount [Line Items] | ||||
Share-based Payment Arrangement, Expense | 178,826 | 1,020 | 2,813 | 571 |
General and Administrative Expense [Member] | ||||
Share-based Payment Arrangement, Expensed and Capitalized, Amount [Line Items] | ||||
Share-based Payment Arrangement, Expense | $ 13,297 | $ 430 | $ 946 | $ 0 |
Net Loss per Share (Details) -
Net Loss per Share (Details) - Schedule of outstanding dilutive securities - shares | 6 Months Ended | 12 Months Ended | ||
Jun. 30, 2021 | Jun. 30, 2020 | Dec. 31, 2020 | Dec. 31, 2019 | |
Convertible Preferred Stock | ||||
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | ||||
Antidilutive securities excluded from computation of net loss per share | 2,578,518 | 1,144,461 | 2,578,518 | 934,803 |
Stock options to purchase common stock | ||||
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | ||||
Antidilutive securities excluded from computation of net loss per share | 219,046 | 82,179 | 82,179 | 40,000 |
Restricted shares of common stock subject to repurchase | ||||
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | ||||
Antidilutive securities excluded from computation of net loss per share | 40,888 | 100,824 | 10,250 | 181,250 |
Subsequent Events (Details)
Subsequent Events (Details) | Dec. 01, 2021 | Jul. 20, 2021USD ($)Day$ / shares | Mar. 02, 2021USD ($)$ / sharesshares | Dec. 31, 2020$ / sharesshares | Nov. 30, 2021 | Jun. 30, 2021$ / shares | Feb. 17, 2021USD ($) |
Common stock shares subscribed but not issued | shares | 3,000,000 | ||||||
Common stock value subscribed but not issued | $ | $ 30,000,000 | ||||||
Minimum proceeds needed to consummate business combination | $ | $ 85,000,000 | ||||||
Business Acquisitions [Member] | |||||||
Business acquistion equity issued or issuable shares | shares | 6,500,000 | ||||||
Subscription Agreement [Member] | Private Investment In Public Equity Investors [Member] | |||||||
Class of warrants or rights exercise price per share | $ 0.01 | ||||||
Subscription Agreement [Member] | Private Investment In Public Equity Investors [Member] | Pre Funded Warrants [Member] | Beneficial Owner [Member] | Maximum [Member] | |||||||
Percentage of common stock held by the investors | 9.99% | ||||||
Chardan Healthcare Acquisition 2 Corp. [Member] | |||||||
Class of warrants or rights exercise price per share | $ 11.50 | $ 11.50 | |||||
Chardan Healthcare Acquisition 2 Corp. [Member] | Business Acquisitions [Member] | |||||||
Percentage of Voting Interests Acquired | 50.00% | ||||||
Subsequent Event [Member] | |||||||
Debt Instrument, Interest Rate, Increase (Decrease) | 5.00% | ||||||
Minimum proceeds needed to consummate business combination | $ | $ 85,000,000 | ||||||
Subsequent Event [Member] | Note Purchase Agreement [Member] | |||||||
Proceeds from Issuance of Debt | $ | $ 50,000,000 | ||||||
Debt Instrument, Convertible, Conversion Price | $ 0.80 | ||||||
Debt Instrument, Convertible, Threshold Trading Days | Day | 30 | ||||||
Debt Instrument, Convertible, Threshold Consecutive Trading Days | Day | 45 | ||||||
Percentage of principal amount of the Convertible Promissory Note | 75.00% | ||||||
Subsequent Event [Member] | Note Purchase Agreement [Member] | Business Acquisitions [Member] | |||||||
Percentage of Voting Interests Acquired | 51.00% | ||||||
Subsequent Event [Member] | Subscription Agreement [Member] | Private Investment In Public Equity Investors [Member] | |||||||
Class of warrants or rights exercise price per share | $ 0.01 | ||||||
Subsequent Event [Member] | Debt Instrument, Redemption, Period One [Member] | |||||||
Debt Instrument, Interest Rate, Stated Percentage | 4.00% | ||||||
Subsequent Event [Member] | Debt Instrument, Redemption, Period Two [Member] | |||||||
Debt Instrument, Interest Rate, Stated Percentage | 4.00% | ||||||
Subsequent Event [Member] | Debt Instrument, Redemption, Period Three [Member] | |||||||
Debt Instrument, Interest Rate, Stated Percentage | 6.00% | ||||||
Subsequent Event [Member] | Convertible Promissory Note [Member] | |||||||
Debt Conversion, Converted Instrument, Amount | $ | $ 2,500,000 | ||||||
Proceeds from Convertible Debt | $ | $ 2,500,000 | ||||||
Debt Instrument, Maturity Date | Jul. 20, 2022 | ||||||
Share price | $ 10 | ||||||
Repayments of Debt | $ | $ 2,500,000 | ||||||
Subsequent Event [Member] | Convertible Promissory Note [Member] | CHAQ Common Stock [Member] | |||||||
Debt Instrument, Convertible, Carrying Amount of Equity Component | $ | $ 2,500,000 | ||||||
Subsequent Event [Member] | Chardan Healthcare Acquisition 2 Corp. [Member] | |||||||
Business acquistion contingent consideration shares issuable shares | shares | 2,000,000 | ||||||
Number of shares to be transferred towards contingent consideration | shares | 500,000 | ||||||
Subsequent Event [Member] | Chardan Healthcare Acquisition 2 Corp. [Member] | Share Trigger Price One [Member] | Year Two Thousand And Twenty Three [Member] | |||||||
Share price | $ 17.50 | ||||||
Business acquistion contingent consideration shares issuable shares | shares | 600,000 | ||||||
Number of consecutive trading days for determining the share price | 30 days | ||||||
Subsequent Event [Member] | Chardan Healthcare Acquisition 2 Corp. [Member] | Share Trigger Price Two [Member] | Year Two Thousand And Twenty Five [Member] | |||||||
Share price | $ 25 | ||||||
Business acquistion contingent consideration shares issuable shares | shares | 600,000 | ||||||
Number of consecutive trading days for determining the share price | 30 days | ||||||
Subsequent Event [Member] | Chardan Healthcare Acquisition 2 Corp. [Member] | Share Trigger Price Three [Member] | Year Two Thousand And Twenty Seven [Member] | |||||||
Share price | $ 35 | ||||||
Business acquistion contingent consideration shares issuable shares | shares | 800,000 | ||||||
Number of consecutive trading days for determining the share price | 30 days | ||||||
Subsequent Event [Member] | Chardan Healthcare Acquisition 2 Corp. [Member] | Subscription Agreement [Member] | Private Investment In Public Equity Investors [Member] | Pre Funded Warrants [Member] | |||||||
Shares issued price per share | $ 10 | ||||||
Class of warrants or rights issued price per unit | $ 9.99 | ||||||
Subsequent Event [Member] | Chardan Healthcare Acquisition 2 Corp. [Member] | Subscription Agreement [Member] | Private Investment In Public Equity Investors [Member] | Pre Funded Warrants [Member] | Beneficial Owner [Member] | Maximum [Member] | |||||||
Percentage of common stock held by the investors | 9.99% | ||||||
Subsequent Event [Member] | Sponsor [Member] | Chardan Healthcare Acquisition 2 Corp. [Member] | |||||||
Loans to the company | $ | $ 250,000 |