Document And Entity Information
Document And Entity Information | 6 Months Ended |
Jun. 30, 2022 | |
Document Information Line Items | |
Entity Registrant Name | REVELATION BIOSCIENCES, INC. |
Document Type | S-1 |
Amendment Flag | false |
Entity Central Index Key | 0001810560 |
Entity Filer Category | Non-accelerated Filer |
Entity Small Business | true |
Entity Emerging Growth Company | true |
Entity Ex Transition Period | false |
Entity Incorporation, State or Country Code | DE |
Condensed Consolidated Balance
Condensed Consolidated Balance Sheets (Unaudited) - USD ($) | Jun. 30, 2022 | Dec. 31, 2021 | Dec. 31, 2020 |
Current assets: | |||
Cash and cash equivalents | $ 3,475,816 | $ 1,274,729 | $ 4,492,400 |
Prepaid expenses and other current assets | 575,481 | 637,342 | 128,000 |
Total current assets | 4,051,297 | 1,912,071 | 4,620,400 |
Property and equipment, net | 102,657 | 115,181 | |
Right-of-use lease asset | 14,960 | ||
Total assets | 4,153,954 | 2,042,212 | 4,620,400 |
Current liabilities: | |||
Accounts payable | 916,475 | 596,261 | 865,901 |
Accrued payroll and related expenses | 266,852 | ||
Accrued expenses | 2,169,228 | 1,528,669 | 76,023 |
Lease liability | 16,752 | ||
Deferred underwriting commissions | 2,911,260 | ||
Total current liabilities | 5,996,963 | 2,141,682 | 1,208,776 |
Total liabilities | 5,996,963 | 2,141,682 | 1,208,776 |
Commitments and Contingencies | |||
Stockholders’ equity (deficit): | |||
Series A Preferred Stock value | 3,903,730 | 403,733 | |
Series A-1 Preferred Stock value | 3,578,197 | ||
Common stock value | 15,083 | 2,309 | 2,293 |
Additional paid-in-capital | 21,110,434 | 6,933,593 | 5,536,060 |
Accumulated deficit | (22,968,526) | (14,517,299) | (2,530,462) |
Total stockholders’ deficit | (1,843,009) | (99,470) | 3,411,624 |
Total liabilities and stockholders’ deficit | $ 4,153,954 | 2,042,212 | $ 4,620,400 |
Previously Reported | |||
Current assets: | |||
Cash and cash equivalents | 1,274,729 | ||
Prepaid expenses and other current assets | 637,342 | ||
Total current assets | 1,912,071 | ||
Property and equipment, net | 115,181 | ||
Right-of-use lease asset | 14,960 | ||
Total assets | 2,042,212 | ||
Current liabilities: | |||
Accounts payable | 596,261 | ||
Accrued payroll and related expenses | 756,729 | ||
Accrued expenses | 771,940 | ||
Lease liability | 16,752 | ||
Total current liabilities | 2,141,682 | ||
Total liabilities | 2,141,682 | ||
Commitments and Contingencies | |||
Stockholders’ equity (deficit): | |||
Series A Preferred Stock value | 3,903,730 | ||
Series A-1 Preferred Stock value | 3,578,197 | ||
Common stock value | 2,309 | ||
Additional paid-in-capital | 6,933,593 | ||
Accumulated deficit | (14,517,299) | ||
Total stockholders’ deficit | (99,470) | ||
Total liabilities and stockholders’ deficit | 2,042,212 | ||
Pro Forma | |||
Stockholders’ equity (deficit): | |||
Series A Preferred Stock value | |||
Series A-1 Preferred Stock value | |||
Common stock value | 3,622 | ||
Additional paid-in-capital | 14,414,207 | ||
Accumulated deficit | (14,517,299) | ||
Total stockholders’ deficit | (99,470) | ||
Total liabilities and stockholders’ deficit |
Condensed Consolidated Balanc_2
Condensed Consolidated Balance Sheets (Unaudited) (Parentheticals) - USD ($) | Jun. 30, 2022 | Dec. 31, 2021 | Dec. 31, 2020 |
Common stock, par value (in Dollars per share) | $ 0.001 | $ 0.001 | $ 0.001 |
Common stock, shares authorized | 100,000,000 | 11,000,000 | 11,000,000 |
Common stock, shares issued | 15,082,771 | 2,308,877 | 2,293,154 |
Common stock, shares outstanding | 15,082,771 | 2,308,877 | 2,293,154 |
Previously Reported | |||
Common stock, par value (in Dollars per share) | $ 0.001 | ||
Common stock, shares authorized | 11,000,000 | ||
Common stock, shares issued | 2,308,877 | ||
Common stock, shares outstanding | 2,308,877 | ||
Series A Preferred Stock | |||
Preferred stock, par value (in Dollars per share) | $ 0.001 | $ 0.001 | $ 0.001 |
Preferred stock, shares authorized | 0 | 628,930 | 628,930 |
Preferred stock, shares issued | 0 | 628,930 | 628,930 |
Preferred stock, shares outstanding | 0 | 628,930 | 628,930 |
Preferred stock, liquidation preference (in Dollars) | $ 0 | $ 3,999,995 | $ 3,999,995 |
Series A Preferred Stock | Previously Reported | |||
Preferred stock, par value (in Dollars per share) | $ 0.001 | ||
Preferred stock, shares authorized | 628,930 | ||
Preferred stock, shares issued | 628,930 | ||
Preferred stock, shares outstanding | 628,930 | ||
Preferred stock, liquidation preference (in Dollars) | $ 3,999,995 | ||
Series A-1 preferred stock | |||
Preferred stock, par value (in Dollars per share) | $ 0.001 | $ 0.001 | $ 0.001 |
Preferred stock, shares authorized | 0 | 1,100,000 | 1,100,000 |
Preferred stock, shares issued | 0 | 684,450 | 0 |
Preferred stock, shares outstanding | 0 | 684,450 | 0 |
Preferred stock, liquidation preference (in Dollars) | $ 0 | $ 4,353,102 | $ 4,353,102 |
Series A-1 preferred stock | Previously Reported | |||
Preferred stock, par value (in Dollars per share) | $ 0.001 | ||
Preferred stock, shares authorized | 1,100,000 | ||
Preferred stock, shares issued | 684,450 | ||
Preferred stock, shares outstanding | 684,450 | ||
Preferred stock, liquidation preference (in Dollars) | $ 4,353,102 |
Condensed Consolidated Statemen
Condensed Consolidated Statements of Operations (Unaudited) - USD ($) | 3 Months Ended | 6 Months Ended | 8 Months Ended | 12 Months Ended | ||
Jun. 30, 2022 | Jun. 30, 2021 | Jun. 30, 2022 | Jun. 30, 2021 | Dec. 31, 2020 | Dec. 31, 2021 | |
Operating expenses: | ||||||
Research and development | $ 975,583 | $ 1,159,505 | $ 4,655,863 | $ 2,716,544 | $ 1,707,367 | $ 6,914,756 |
General and administrative | 884,837 | 1,282,375 | 3,790,857 | 2,333,047 | 823,179 | 5,035,729 |
Total operating expenses | 1,860,420 | 2,441,880 | 8,446,720 | 5,049,591 | 2,530,546 | 11,950,485 |
Loss from operations | (1,860,420) | (2,441,880) | (8,446,720) | (5,049,591) | (2,530,546) | (11,950,485) |
Other income (expense): | ||||||
Other income (expense) | 25,734 | (27,714) | (4,507) | (32,356) | 84 | (36,352) |
Total other income (expense), net | 25,734 | (27,714) | (4,507) | (32,356) | 84 | (36,352) |
Net loss | $ (1,834,686) | $ (2,469,594) | $ (8,451,227) | $ (5,081,947) | $ (2,530,462) | $ (11,986,837) |
Net loss per share, basic and diluted (in Dollars per share) | $ (0.12) | $ (0.39) | $ (0.58) | $ (1.61) | $ (1.58) | $ (5.19) |
Weighted-average shares used to compute net loss per share, basic and diluted (in Shares) | 15,082,771 | 6,291,690 | 14,644,796 | 3,163,225 | 1,605,734 | 2,308,704 |
Pro-forma net loss per share attributable to common stockholders, basic and diluted (unaudited) (in Dollars per share) | $ (1.13) | $ (3.31) | ||||
Pro-forma weighted-average shares used to compute pro-forma net loss per share, basic and diluted (unaudited) (in Dollars per share) | $ 2,234,664 | $ 3,622,084 |
Condensed Consolidated Statem_2
Condensed Consolidated Statement of Changes in Stockholders’ Equity (Deficit) (Unaudited) - USD ($) | Series A Preferred Stock | Series A-1 Preferred Stock | Common Stock | Additional Paid-in Capital | Accumulated Deficit | Total |
Balance at May. 03, 2020 | ||||||
Balance (in Shares) at May. 03, 2020 | ||||||
Issuance of common stock, net of issuance costs of $37,000 | $ 2,293 | 6,006,826 | 6,009,119 | |||
Issuance of common stock, net of issuance costs of $37,000 (in Shares) | 2,293,154 | |||||
Issuance of Series A Preferred Stock, net of issuance costs of $96,000 | $ 3,903,730 | 3,903,730 | ||||
Issuance of Series A Preferred Stock, net of issuance costs of $96,000 (in Shares) | 628,930 | |||||
Subscription receivables | $ (3,499,997) | (499,998) | (3,999,995) | |||
Stock-based compensation expense | 29,232 | 29,232 | ||||
Net loss | (2,530,462) | (2,530,462) | ||||
Balance at Dec. 31, 2020 | $ 403,733 | $ 2,293 | 5,536,060 | (2,530,462) | 3,411,624 | |
Balance (in Shares) at Dec. 31, 2020 | 628,930 | 2,293,154 | ||||
Issuance of common stock | $ 16 | 99,982 | 99,998 | |||
Issuance of common stock (in Shares) | 15,723 | |||||
Issuance of Series A-1 Preferred Stock, net of issuance costs | $ 3,904,872 | 3,904,872 | ||||
Issuance of Series A-1 Preferred Stock, net of issuance costs (in Shares) | 684,450 | |||||
Issuance of Warrants in connection with the issuance of the Series A-1 Preferred Stock | $ (326,675) | 326,675 | ||||
Payment for Series A Preferred Stock subscribed | 3,499,997 | 3,499,997 | ||||
Payment for common stock subscribed | 499,998 | 499,998 | ||||
Stock-based compensation expense | 102,325 | 102,325 | ||||
Net loss | (2,612,353) | (2,612,353) | ||||
Balance at Mar. 31, 2021 | $ 3,903,730 | $ 3,578,197 | $ 2,309 | 6,565,040 | (5,142,815) | 8,906,461 |
Balance (in Shares) at Mar. 31, 2021 | 628,930 | 684,450 | 2,308,877 | |||
Balance at Dec. 31, 2020 | $ 403,733 | $ 2,293 | 5,536,060 | (2,530,462) | 3,411,624 | |
Balance (in Shares) at Dec. 31, 2020 | 628,930 | 2,293,154 | ||||
Net loss | (5,081,947) | |||||
Balance at Jun. 30, 2021 | $ 3,903,730 | $ 3,578,197 | $ 2,309 | 6,696,361 | (7,612,409) | 6,568,188 |
Balance (in Shares) at Jun. 30, 2021 | 628,930 | 684,450 | 2,308,877 | |||
Balance at Dec. 31, 2020 | $ 403,733 | $ 2,293 | 5,536,060 | (2,530,462) | 3,411,624 | |
Balance (in Shares) at Dec. 31, 2020 | 628,930 | 2,293,154 | ||||
Issuance of common stock | $ 16 | 99,982 | 99,998 | |||
Issuance of common stock (in Shares) | 15,723 | |||||
Issuance of Series A-1 Preferred Stock, net of issuance costs | $ 3,904,872 | 3,904,872 | ||||
Issuance of Series A-1 Preferred Stock, net of issuance costs (in Shares) | 684,450 | |||||
Issuance of Warrants in connection with the issuance of the Series A-1 Preferred Stock | $ (32,667) | 326,675 | ||||
Payment for Series A Preferred Stock subscribed | 3,499,997 | 3,499,997 | ||||
Payment for common stock subscribed | 499,998 | 499,998 | ||||
Stock-based compensation expense | 470,878 | 470,878 | ||||
Net loss | (11,986,837) | (11,986,837) | ||||
Balance at Dec. 31, 2021 | $ 3,903,730 | $ 3,578,197 | $ 2,309 | 6,933,593 | (14,517,299) | (99,470) |
Balance (in Shares) at Dec. 31, 2021 | 628,930 | 684,450 | 2,308,877 | |||
Balance at Mar. 31, 2021 | $ 3,903,730 | $ 3,578,197 | $ 2,309 | 6,565,040 | (5,142,815) | 8,906,461 |
Balance (in Shares) at Mar. 31, 2021 | 628,930 | 684,450 | 2,308,877 | |||
Stock-based compensation expense | 131,321 | 131,321 | ||||
Net loss | (2,469,594) | (2,469,594) | ||||
Balance at Jun. 30, 2021 | $ 3,903,730 | $ 3,578,197 | $ 2,309 | 6,696,361 | (7,612,409) | 6,568,188 |
Balance (in Shares) at Jun. 30, 2021 | 628,930 | 684,450 | 2,308,877 | |||
Balance at Dec. 31, 2021 | $ 3,903,730 | $ 3,578,197 | $ 2,309 | 6,933,593 | (14,517,299) | (99,470) |
Balance (in Shares) at Dec. 31, 2021 | 628,930 | 684,450 | 2,308,877 | |||
Conversion of Series A Preferred Stock to common stock | $ (3,903,730) | (3,903,730) | ||||
Conversion of Series A Preferred Stock to common stock (in Shares) | (628,930) | |||||
Conversion of Series A-1 Preferred Stock to common stock | $ (3,578,197) | (3,578,197) | ||||
Conversion of Series A-1 Preferred Stock to common stock (in Shares) | (684,450) | |||||
Issuance of common stock in connection with the Business Combination, net of issuance costs | $ 10,635 | 14,335,619 | 14,346,254 | |||
Issuance of common stock in connection with the Business Combination, net of issuance costs (in Shares) | 10,635,336 | |||||
Equity Issuance for fees in connection with the Business Combination | $ 300 | 300 | ||||
Equity Issuance for fees in connection with the Business Combination (in Shares) | 300,000 | |||||
Proceeds from the PIPE Investment, net of issuance costs | $ 1,293 | 7,260,926 | 7,262,219 | |||
Proceeds from the PIPE Investment, net of issuance costs (in Shares) | 1,293,126 | |||||
Rollover Warrant exercise | $ 2 | 5,072 | 5,074 | |||
Rollover Warrant exercise (in Shares) | 1,891 | |||||
Repurchase for the Forward Share Purchase Agreement exercise | $ (750) | (7,651,575) | (7,652,325) | |||
Repurchase for the Forward Share Purchase Agreement exercise (in Shares) | (750,000) | |||||
Pre-Funded Warrants exercise | $ 1,294 | (1,281) | 13 | |||
Pre-Funded Warrants exercise (in Shares) | 1,293,541 | |||||
Stock-based compensation expense | 137,892 | 137,892 | ||||
Net loss | (6,616,541) | (6,616,541) | ||||
Balance at Mar. 31, 2022 | $ 15,083 | 21,020,246 | (21,133,840) | (98,511) | ||
Balance (in Shares) at Mar. 31, 2022 | 15,082,771 | |||||
Balance at Dec. 31, 2021 | $ 3,903,730 | $ 3,578,197 | $ 2,309 | 6,933,593 | (14,517,299) | (99,470) |
Balance (in Shares) at Dec. 31, 2021 | 628,930 | 684,450 | 2,308,877 | |||
Net loss | (8,451,227) | |||||
Balance at Jun. 30, 2022 | $ 15,083 | 21,110,434 | (22,968,526) | (1,843,009) | ||
Balance (in Shares) at Jun. 30, 2022 | 15,082,771 | |||||
Balance at Mar. 31, 2022 | $ 15,083 | 21,020,246 | (21,133,840) | (98,511) | ||
Balance (in Shares) at Mar. 31, 2022 | 15,082,771 | |||||
Stock-based compensation expense | 90,188 | 90,188 | ||||
Net loss | (1,834,686) | (1,834,686) | ||||
Balance at Jun. 30, 2022 | $ 15,083 | $ 21,110,434 | $ (22,968,526) | $ (1,843,009) | ||
Balance (in Shares) at Jun. 30, 2022 | 15,082,771 |
Condensed Consolidated Statem_3
Condensed Consolidated Statement of Changes in Stockholders’ Equity (Deficit) (Unaudited) (Parentheticals) | 8 Months Ended |
Dec. 31, 2020 USD ($) | |
Statement of Stockholders' Equity [Abstract] | |
Net of issuance costs | $ 37,000 |
Issuance of preferred stock net of issuance costs | $ 96,000 |
Condensed Consolidated Statem_4
Condensed Consolidated Statements of Cash Flows (Unaudited) - USD ($) | 6 Months Ended | 8 Months Ended | 12 Months Ended | |
Jun. 30, 2022 | Jun. 30, 2021 | Dec. 31, 2020 | Dec. 31, 2021 | |
Cash flows from operating activities: | ||||
Net loss | $ (8,451,227) | $ (5,081,947) | $ (2,530,462) | $ (11,986,837) |
Adjustments to reconcile net loss to net cash used in operating activities: | ||||
Stock-based compensation expense | 228,080 | 233,646 | 29,232 | 470,878 |
Depreciation expense | 12,524 | 4,449 | 16,782 | |
Non-cash lease expense | 14,960 | 23,391 | 52,384 | |
Changes in operating assets and liabilities: | ||||
Prepaid expenses | (128,000) | (509,342) | ||
Prepaid expenses and other current assets | 66,695 | (1,556,399) | ||
Accounts payable | (285,855) | 41,146 | 865,901 | (269,640) |
Accrued payroll and related expenses | 266,852 | 489,877 | ||
Accrued expenses | (145,856) | 377,057 | 76,023 | 695,917 |
Operating lease liability | (16,752) | (18,349) | (50,592) | |
Accrued interest on Promissory Notes Payable & Convertible Note | 36,920 | |||
Net cash used in operating activities | (8,540,511) | (5,977,006) | (1,420,454) | (11,090,573) |
Cash flows from investing activities: | ||||
Purchase of property and equipment | (148,116) | (131,963) | ||
Net cash used in investing activities | (148,116) | (131,963) | ||
Cash flows from financing activities: | ||||
Proceeds from the Convertible Note | 2,500,000 | |||
Repayment of the Convertible Note | (2,500,000) | |||
Proceeds from the Business Combination, net of issuance costs | 11,923,499 | |||
Proceeds from the PIPE Investment, net of issuance costs | 7,262,219 | |||
Rollover Warrant exercise | 5,074 | |||
Repurchase for the Forward Share Purchase Agreement exercise | (7,652,325) | |||
Repayments of Promissory Notes Payable, including interest expense | (796,882) | |||
Proceeds from Pre-Funded Warrants exercise | 13 | |||
Proceeds from issuance of common stock, net of issuance costs | 599,996 | 5,509,121 | 599,996 | |
Proceeds from issuance of Series A Preferred Stock, net of issuance costs | 3,499,997 | 403,733 | 3,499,997 | |
Proceeds from issuance of Series A-1 Preferred Stock, net of issuance costs | 3,904,872 | 3,904,872 | ||
Net cash provided by financing activities | 10,741,598 | 8,004,865 | 5,912,854 | 8,004,865 |
Net increase in cash and cash equivalents | 2,201,087 | 1,879,743 | ||
Net (decrease) increase in cash and cash equivalents | 4,492,400 | (3,217,671) | ||
Cash and cash equivalents at beginning of period | 1,274,729 | 4,492,400 | 4,492,400 | |
Cash and cash equivalents at end of period | 3,475,816 | 6,372,143 | 4,492,400 | 1,274,729 |
Supplemental disclosure of non-cash investing and financing activities: | ||||
Current liabilities assumed in the Business Combination | 2,149,432 | |||
Deferred underwriting commissions assumed in the Business Combination | 2,911,260 | |||
Conversion of Series A Preferred Stock to common stock | 3,903,730 | |||
Conversion of Series A-1 Preferred Stock to common stock | 3,578,197 | |||
Equity Issuance for fees in connection with the Business Combination | 300 | |||
Issuance of Common Warrants in connection with the PIPE Investment | 3,634,262 | |||
Issuance of Placement Agent Warrants in connection with the PIPE Investment | 508,797 | |||
Premium Financing Agreement | $ 513,333 | |||
Acquisition of right-of-use asset through operating lease obligation | 67,344 | 67,344 | ||
Issuance of warrants in connection with Series A-1 Preferred Stock | $ 326,675 | $ 326,675 |
Organization and Basis of Prese
Organization and Basis of Presentation | 6 Months Ended | 12 Months Ended |
Jun. 30, 2022 | Dec. 31, 2021 | |
Accounting Policies [Abstract] | ||
Organization and Basis of Presentation | 1. Organization and Basis of Presentation Revelation Biosciences, Inc. (collectively with its wholly-owned subsidiaries, the “Company” or “Revelation”), formerly known as Petra Acquisition, Inc. (“Petra”), was incorporated in Delaware on November 20, 2019. The Company was formed for the purpose of entering into a merger, share exchange, asset acquisition, stock purchase, recapitalization, reorganization or similar business combination with one or more businesses or entities. On January 10, 2022 (the “Closing Date”) the Company consummated its business combination, with Revelation Biosciences Sub, Inc. (“Old Revelation” or “Revelation Sub”), the Company’s wholly owned subsidiary (the “Business Combination”). Since the Business Combination, the Company is a clinical-stage biopharmaceutical company and has been focused on the development and commercialization of immunologic therapeutics and diagnostics. The Business Combination was accounted for as a reverse recapitalization with Revelation Sub as the accounting acquirer and Petra as the acquired company for accounting purposes. Accordingly, all historical financial information presented in the unaudited condensed consolidated financial statements represents the accounts of Revelation Sub as if Revelation Sub is the predecessor to the Company. The common stock and net loss per share, prior to the Merger, have been retroactively restated as common stock and net loss per share reflecting the exchange ratio established in the Business Combination (2.725 shares of common stock for 1 share of Revelation Sub common stock (the “Common Stock Exchange Ratio”)). Petra’s Common Stock, Public Warrants and Units were historically listed on the Nasdaq Capital Market under the symbols “PAIC,” “PAICW” and “PAICU,” respectively. On January 10, 2022, the Company’s units, common stock and warrants were listed on the Nasdaq Capital Market under the symbols “REVBU”, “REVB” and “REVBW”, respectively, (see Note 3). The Company has incurred recurring losses since its inception, including a net loss of $8.5 million for the six months ended June 30, 2022. As of June 30, 2022, the Company had an accumulated deficit of $23.0 million, a stockholders’ deficit of $1.8 million and available cash and cash equivalents of $3.5 million. The Company expects to continue to incur significant operating and net losses, as well as negative cash flows from operations, for the foreseeable future as it continues to complete all necessary product development or future commercialization efforts. The Company has never generated revenue and does not expect to generate revenue from product sales unless and until it successfully completes development and obtains regulatory approval for REVTx-99b, REVDx-501 or other product candidates, which the Company expects will not be for at least several years, if ever. Additionally, taking into consideration the net proceeds of approximately $4.4 million received in connection with the public offering completed in July of 2022, the Company does not anticipate that its current cash and cash equivalents balance will be sufficient to sustain operations within one year after the date that the Company’s unaudited financial statements for June 30, 2022 were issued, which raises substantial doubt about its ability to continue as a going concern. To continue as a going concern, the Company will need, among other things, to raise additional capital resources. The Company plans to seek additional funding through public or private equity or debt financings. The Company may not be able to obtain financing on acceptable terms, or at all. The terms of any financing may adversely affect the holdings or the rights of the Company’s stockholders. If the Company is unable to obtain funding, it could be required to delay, reduce or eliminate research and development programs, product portfolio expansion or future commercialization efforts, which could adversely affect the Company’s business operations. The unaudited condensed consolidated financial statements for June 30, 2022, have been prepared on the basis that the Company will continue as a going concern, and does not include any adjustments to reflect the possible future effects on the recoverability and classification of assets or the amounts and classification of liabilities that may result from the possible inability for the Company to continue as a going concern. The accompanying financial statements are prepared in accordance with U.S. generally accepted accounting principles (“GAAP”). All inter-company transactions and balances have been eliminated in consolidation. Certain amounts previously reported in the financial statements have been reclassified to conform to the current year presentation. Such reclassifications did not affect net loss, stockholders’ deficit or cash flows. | 1. Organization and Basis of Presentation Revelation Biosciences, Inc. (the “Company” or “Revelation”) was formed as a Delaware limited liability company on May 4, 2020 under the name Revelation Therapeutics, LLC. On August 27, 2020, the Company filed a statutory conversion with the Delaware Secretary of State which converted the Company from a limited liability company to a corporation and changed the Company’s name to Revelation Biosciences, Inc. The Company’s principal offices are in San Diego, California. The Company is a clinical-stage biopharmaceutical company focused on the development and commercialization of immunologic therapeutics and diagnostics. The Company has incurred recurring losses since its inception, including a net loss of $12.0 million for the year ending December 31, 2021. As of December 31, 2021 the Company had an accumulated deficit of $14.5 million, a stockholders’ deficit of $99,470 and available cash and cash equivalents of $1.3 million. The Company expects to continue to incur significant operating and net losses, as well as negative cash flows from operations, for the foreseeable future as it continues to complete all necessary product development or future commercialization efforts. The Company has never generated revenue and does not expect to generate revenue from product sales unless and until it successfully completes development and obtains regulatory approval for REVTx-99a/b, REVDx-501 or other product candidates, which the Company expects will not be for at least several years, if ever. Additionally, taking into consideration the net proceeds of $4.2 million received in connection with a business combination in January 2022 and the gross proceeds of $7.8 million received from a private placement financing subsequent to the business combination, the Company does not anticipate that its current cash and cash equivalents balance will be sufficient to sustain operations within one year after the date that the Company’s audited financial statements for December 31, 2021 were issued, which raises substantial doubt about its ability to continue as a going concern. To continue as a going concern, the Company will need, among other things, to raise additional capital resources. The Company plans to seek additional funding through public or private equity or debt financings. The Company may not be able to obtain financing on acceptable terms, or at all. The terms of any financing may adversely affect the holdings or the rights of the Company’s stockholders. If the Company is unable to obtain funding, it could be required to delay, reduce or eliminate research and development programs, product portfolio expansion or future commercialization efforts, which could adversely affect the Company’s business operations. The audited financial statements for December 31, 2021, have been prepared on the basis that the Company will continue as a going concern, and does not include any adjustments to reflect the possible future effects on the recoverability and classification of assets or the amounts and classification of liabilities that may result from the possible inability for the Company to continue as a going concern. Merger with Petra Acquisition, Inc. (Unaudited) On January 10, 2022 (the “Closing Date”), Petra Acquisition, Inc., a Delaware corporation (“Petra”), consummated the business combination (the “Business Combination”), pursuant to the terms of the agreement and plan of merger, dated as of August 29, 2021 (the “Business Combination Agreement”), by and among Petra, Petra Acquisition Merger, Inc., a Delaware corporation and wholly-owned subsidiary of Petra (“Merger Sub”), and Revelation Biosciences, Inc. (“Old Revelation”). Pursuant to the Business Combination Agreement, on the Closing Date, (i) Merger Sub merged with and into Old Revelation (the “Merger”), with Old Revelation as the surviving company in the Merger, and, after giving effect to such Merger, Old Revelation was renamed Revelation Biosciences Sub, Inc. and became a wholly-owned subsidiary of Petra and (ii) Petra changed its name to “Revelation Biosciences, Inc.” In accordance with the terms and subject to the conditions of the Business Combination Agreement, at the effective time of the Merger (the “Effective Time”), (i) each share of common stock and preferred stock of Old Revelation outstanding as of immediately prior to the Effective Time was exchanged for shares of common stock, par value $0.001 per share, of Revelation based on the agreed upon conversion rate of 2.725 (the “Common Stock Exchange Ratio); (ii) each Old Revelation RSU award (as defined in the Business Combination Agreement) outstanding as of immediately prior to the Effective Time was assumed by Revelation and was converted into that number of whole Revelation Rollover RSU awards (as defined in the Business Combination Agreement) based on the Common Stock Exchange Ratio; and (iii) each Old Revelation Warrant (as defined in the Business Combination Agreement) outstanding as of immediately prior to the Effective Time was assumed by Revelation and was converted into that number of whole Revelation Rollover Warrants (as defined in the Business Combination Agreement) based on the Common Stock Exchange Ratio, at an exercise price per share of common stock equal to (x) the exercise price per share of Old Revelation common stock of such Old Revelation Warrant divided by (y) the Common Stock Exchange Ratio. At the Closing Date, up to 10,500,000 shares of common stock were issuable constituting the merger consideration (the “Merger Consideration”), (i) an aggregate of 9,871,343 shares of common stock were issued in exchange for the Old Revelation stock outstanding as of immediately prior to the Effective Time, (ii) 167,867 shares of common stock were reserved for issuance for Revelation Rollover Warrants outstanding as of immediately prior to the Effective Time and (iii) 460,706 shares of common stock were reserved for issuance for Revelation Rollover Restricted Stock Unit (“RSU”) awards outstanding as of immediately prior to the Effective Time. Immediately after giving effect to the Business Combination, there were 12,944,213 shares of common stock outstanding, and 1,294,421 shares of common stock reserved for future issuance under the 2021 Equity Incentive Plan. The pre-merger stockholders of Petra retained an aggregate of 3,072,870 shares of common stock of Petra, representing 23.7% ownership of the post-Merger company. Therefore, upon consummation of the Business Combination, there was a change in control of Petra, with the former owners of Revelation effectively acquiring control of Petra. The Business Combination will be accounted for as a reverse recapitalization, in accordance with U.S. GAAP. Under this method of accounting, although Petra will issue shares for outstanding equity interests of Revelation in the Business Combination, Petra will be treated as the “acquired” company for financial reporting purposes. Accordingly, the Business Combination will be treated as the equivalent of Revelation issuing stock for the net assets of Petra, accompanied by a recapitalization. The net assets of Petra will be stated at historical cost, with no goodwill or other intangible assets recorded. Operations prior to the Business Combination will be those of Revelation. In connection with the Merger, stockholders holding 3,480,692 shares of Petra common stock exercised their right to redeem such shares for cash at a price of approximately $10.20 per share for payments in the aggregate of approximately $35.5 million. On the Closing Date, approximately $7.6 million was escrowed pursuant to the Forward Share Purchase Agreement entered into by and between Petra and Meteora Capital Partners and its affiliates (collectively, “Meteora”) and approximately $4.2 million was released to Revelation. In connection with the consummation of the Business Combination, Petra adopted the third amended and restated certificate of incorporation, which became effective upon filing with the Secretary of State of the State of Delaware on January 10, 2022. As of December 31, 2021, the Company has raised aggregate net proceeds of $6.1 million in connection with the sale and issuance of 2,308,877 shares of common stock, has raised aggregate net proceeds of $3.9 million in connection with the sale and issuance of 628,930 shares of Series A Preferred Stock and has raised aggregate net proceeds of $3.9 million in connection with the sale and issuance of 684,450 shares of Series A-1 Preferred Stock. As of December 31, 2021 and 2020, the Company had cash and cash equivalents of $1.3 million and $4.5 million, respectively. The Company plans to seek additional funding through public or private equity or debt financings. The Company may not be able to obtain financing on acceptable terms, or at all. The terms of any financing may adversely affect the holdings or the rights of the Company’s stockholders. If the Company is unable to obtain funding, the Company could be required to delay, reduce or eliminate research and development programs, product portfolio expansion or future commercialization efforts, which could adversely affect its business operations. The accompanying financial statements are prepared in accordance U.S. generally accepted accounting principles (“GAAP”). |
Summary of Significant Accounti
Summary of Significant Accounting Policies | 6 Months Ended | 12 Months Ended |
Jun. 30, 2022 | Dec. 31, 2021 | |
Accounting Policies [Abstract] | ||
Summary of Significant Accounting Policies | 2. Summary of Significant Accounting Policies Unaudited Interim Condensed Consolidated Financial Statements The unaudited interim condensed consolidated financial statements have been prepared on the same basis as the audited financial statements as of December 31, 2021 and for the year ended December 31, 2021 and, in the opinion of management, reflect all adjustments, which include only normal recurring adjustments, necessary to present fairly the Company’s financial position as of June 30, 2022, results of operations for the three and six months ended June 30, 2022, and cash flows and stockholders’ equity (deficit) for the six months ended June 30, 2022. The financial data and the other financial information contained in these notes to the condensed consolidated financial statements related to the three and six months ended June 30, 2022 are unaudited. The results of operations for the three and six months ended June 30, 2022 are not necessarily indicative of the results to be expected for the year ending December 31, 2022 or for any other future annual or interim period. The condensed consolidated financial statements and notes thereto should be read in conjunction with the Company’s audited financial statements and notes thereto for the year ended December 31, 2021 included on Form 8-K/A, as filed with the SEC on April 22, 2022. The accompanying condensed consolidated balance sheet as of December 31, 2021 has been derived from the audited balance sheet at December 31, 2021 contained in the above referenced Form 8-K/A. Use of Estimates The preparation of the condensed consolidated financial statements in accordance with GAAP requires management to make estimates and assumptions about future events that affect the amounts of assets and liabilities reported, disclosures about contingent assets and liabilities, and reported amounts of expenses. These estimates and assumptions are based on the Company’s best estimates and judgment. The Company regularly evaluates its estimates and assumptions using historical and industry experience and other factors; however, actual results could differ materially from these estimates and could have an adverse effect on the Company’s condensed consolidated financial statements. Cash and Cash Equivalents The Company considers all highly liquid investments purchased with original maturities of three months or less from the purchase date to be cash equivalents. The Company maintains its cash in checking and savings accounts. Income generated from cash held in savings accounts is recorded as interest income. The carrying value of the Company’s savings accounts is included in cash and approximates the fair value. Fair Value Measurements The carrying values of the Company’s financial assets and liabilities, including cash and cash equivalents, subscription receivables, prepaid expenses, accounts payable and accrued expenses approximate their fair value due to the short-term nature of these instruments. Fair value is defined as the price that would be received to sell an asset or paid to transfer a liability (an exit price) in an orderly transaction between market participants at the reporting date. Assets and liabilities recorded at fair value in the financial statements are categorized based upon the level of judgment associated with the inputs used to measure their fair value. Hierarchical levels are directly related to the amount of subjectivity with the inputs to the valuation of these assets or liabilities as follows: Level 1 — Level 2 Level 3 Concentrations of Credit Risk Financial instruments that potentially subject the Company to a concentration of credit risk consist primarily of cash and cash equivalents. Bank deposits are held by accredited financial institutions and these deposits may at times be in excess of federally insured limits. The Company limits its credit risk associated with cash and cash equivalents by placing them with financial institutions that it believes are of high quality. The Company has not experienced any losses on its deposits of cash or cash equivalents. Property and Equipment, Net Property and equipment are stated at cost less accumulated depreciation. Depreciation is computed using the straight-line method over the estimated useful lives of the assets, which is five Leases The Company determines if an arrangement is a lease at inception. Lease right-of-use assets represent the right to use an underlying asset for the lease term and lease liabilities represent the obligation to make lease payments arising from the lease. For operating leases with an initial term greater than 12 months, the Company recognizes operating lease right-of-use assets and operating lease liabilities based on the present value of lease payments over the lease term at the commencement date. Operating lease right-of-use assets are comprised of the lease liability plus any lease payments made and excludes lease incentives. Lease terms include options to renew or terminate the lease when the Company is reasonably certain that the renewal option will be exercised or when it is reasonably certain that the termination option will not be exercised. For an operating lease, if the interest rate used to determine the present value of future lease payments is not readily determinable, the Company estimates the incremental borrowing rate as the discount rate for the lease. The Company’s incremental borrowing rate is estimated to approximate the interest rate on a collateralized basis with similar terms and payments, and in similar economic environments. Lease expense for lease payments is recognized on a straight-line basis over the lease term. Research and Development Expenses Research and development expenses consist primarily of costs incurred for the development of the Company’s lead product candidates, REVTx-99a/b and lead diagnostic product, REVDx-501. Research and development costs are charged to expense as incurred. The Company records accrued expenses for estimated preclinical, clinical study and research expenses related to the services performed but not yet invoiced pursuant to contracts with research institutions, contract research organizations, and clinical manufacturing organizations that conduct and manage preclinical studies, clinical studies, research services, and development services on the Company’s behalf. Payments for these services are based on the terms of individual agreements and payment timing may differ significantly from the period in which the services were performed. Estimates are based on factors such as the work completed, including the level of patient enrollment. The Company monitors patient enrollment levels and related activity to the extent reasonably possible and makes judgments and estimates in determining the accrued balance in each reporting period. The Company’s estimates of accrued expenses are based on the facts and circumstances known at the time. If the Company underestimates or overestimates the level of services performed or the costs of these services, actual expenses could differ from estimates. As actual costs become known, the Company adjusts accrued expenses. To date, the Company has not experienced significant changes in estimates of clinical study and development services accruals. Patent Costs Legal costs in connection with approved patents and patent applications are expensed as incurred, as recoverability of such expenditures is uncertain. These costs are recorded in general and administrative expense in the statements of operations. Stock-based Compensation The Company recognizes compensation expense related to stock options, third-party warrants, and Restricted Stock Unit (“RSU”) awards granted, based on the estimated fair value of the stock-based awards on the date of grant. The fair value of employee stock options and third-party warrants are generally determined using the Black-Scholes option-pricing model using various inputs, including estimates of expected volatility, term, risk-free rate, and future dividends. The grant date fair value of the stock-based awards, which have graded vesting, is recognized using the straight-line method over the requisite service period of each stock-based award, which is generally the vesting period of the respective stock-based awards. The Company recognizes forfeitures as they occur. Income Taxes Income taxes are accounted for under the asset and liability method. Under this method, deferred tax assets and liabilities are recognized for the future tax consequences attributable to differences between the financial statement carrying amounts of existing assets and liabilities and their respective tax bases and operating loss and tax credit carryforwards. Deferred tax assets and liabilities are measured using enacted tax rates applied to taxable income in the years in which those temporary differences are expected to be realized. The effect on deferred tax assets and liabilities of a change in tax rates is recognized as income or loss in the period that includes the enactment date. A valuation allowance is established when necessary to reduce deferred tax assets to the amount expected to be realized. Interest and penalties related to unrecognized tax benefits are included within the provision of income tax. To date, there have been no unrecognized tax benefits balances. Basic and Diluted Net Loss per Share Basic net loss per share is calculated by dividing net loss by the weighted-average number of shares of common stock outstanding during the period, without consideration of potential shares of common stock. Diluted net loss per share is calculated by dividing net loss by the weighted-average number of shares of common stock outstanding plus potential shares of common stock. Convertible preferred stock on an as converted basis, unvested and unissued RSU awards, warrants and stock options outstanding are considered potential shares of common stock and are included in the calculation of diluted net loss per share using the treasury stock method when their effect is dilutive. Potential shares of common stock are excluded from the calculation of diluted net loss per share when their effect is anti-dilutive. As of June 30, 2022 and 2021, there were 14,441,532 and 4,207,776 potential shares of common stock, respectively, (see Note 9), that were excluded from the calculation of diluted net loss per share because their effect was anti-dilutive. Comprehensive Loss The Company has no components of comprehensive loss other than net loss. Thus, comprehensive loss is the same as net loss for the periods presented. Segment Reporting Operating segments are defined as components of an entity about which separate discrete information is available for evaluation by the chief operating decision maker, or decision-making group, in deciding how to allocate resources in assessing performance. The Company has one operating segment. The Company’s chief operating decision maker, its Chief Executive Officer, manages the Company’s operations for the purposes of allocating resources and evaluating financial performance. Recent Accounting Pronouncements In December 2019, the Financial Accounting Standards Board (“FASB”) issued Accounting Standards Update (“ASU”) 2019-12, Simplifying the Accounting for Income Taxes (Topic 740) (“ASU 2019-12”). | 2. Summary of Significant Accounting Policies Use of Estimates The preparation of the financial statements in accordance with GAAP requires management to make estimates and assumptions about future events that affect the amounts of assets and liabilities reported, disclosures about contingent assets and liabilities, and reported amounts of expenses. These estimates and assumptions are based on the Company’s best estimates and judgment. The Company regularly evaluates its estimates and assumptions using historical and industry experience and other factors; however, actual results could differ materially from these estimates and could have an adverse effect on the Company’s financial statements. Cash and Cash Equivalents The Company considers all highly liquid investments purchased with original maturities of three months or less from the purchase date to be cash equivalents. The Company maintains its cash in checking and savings accounts. Income generated from cash held in savings accounts is recorded as interest income. The carrying value of the Company’s savings accounts is included in cash and approximates the fair value. Fair Value Measurements Financial assets and liabilities are recorded at fair value on a recurring basis in the balance sheet. The carrying values of the Company’s financial assets and liabilities, including cash and cash equivalents, subscription receivables, prepaid expenses, accounts payable and accrued expenses approximate their fair value due to the short-term nature of these instruments. Fair value is defined as the price that would be received to sell an asset or paid to transfer a liability (an exit price) in an orderly transaction between market participants at the reporting date. Assets and liabilities recorded at fair value in the financial statements are categorized based upon the level of judgment associated with the inputs used to measure their fair value. Hierarchical levels are directly related to the amount of subjectivity with the inputs to the valuation of these assets or liabilities as follows: Level 1 Level 2 Level 3 Concentrations of Credit Risk Financial instruments that potentially subject the Company to a concentration of credit risk consist primarily of cash and cash equivalents. Bank deposits are held by accredited financial institutions and these deposits may at times be in excess of federally insured limits. The Company limits its credit risk associated with cash and cash equivalents by placing them with financial institutions that it believes are of high quality. The Company has not experienced any losses on its deposits of cash or cash equivalents. Property and Equipment, Net Property and equipment are stated at cost less accumulated depreciation. Depreciation is computed using the straight-line method over the estimated useful lives of the assets, which is five Leases The Company determines if an arrangement is a lease at inception. Lease right-of-use assets represent the right to use an underlying asset for the lease term and lease liabilities represent the obligation to make lease payments arising from the lease. For operating leases with an initial term greater than 12 months, the Company recognizes operating lease right-of-use assets and operating lease liabilities based on the present value of lease payments over the lease term at the commencement date. Operating lease right-of-use assets are comprised of the lease liability plus any lease payments made and excludes lease incentives. Lease terms include options to renew or terminate the lease when the Company is reasonably certain that the renewal option will be exercised or when it is reasonably certain that the termination option will not be exercised. For an operating lease, if the interest rate used to determine the present value of future lease payments is not readily determinable, the Company estimates the incremental borrowing rate as the discount rate for the lease. The Company’s incremental borrowing rate is estimated to approximate the interest rate on a collateralized basis with similar terms and payments, and in similar economic environments. Lease expense for lease payments is recognized on a straight-line basis over the lease term. Research and Development Expenses Research and development expenses consist primarily of costs incurred for the development of the Company’s lead product candidate, REVTx-99 and lead diagnostic product, REVDx-501. Research and development costs are charged to expense as incurred. The Company records accrued expenses for estimated preclinical and clinical study and research expenses related to the services performed but not yet invoiced pursuant to contracts with research institutions, contract research organizations, and clinical manufacturing organizations that conduct and manage preclinical studies, clinical studies, research services, and development services on the Company’s behalf. Payments for these services are based on the terms of individual agreements and payment timing may differ significantly from the period in which the services were performed. Estimates are based on factors such as the work completed, including the level of patient enrollment. The Company monitors patient enrollment levels and related activity to the extent reasonably possible and makes judgments and estimates in determining the accrued balance in each reporting period. The Company’s estimates of accrued expenses are based on the facts and circumstances known at the time. If the Company underestimates or overestimates the level of services performed or the costs of these services, actual expenses could differ from estimates. As actual costs become known, the Company adjusts accrued expenses. To date, the Company has not experienced significant changes in estimates of clinical study and development services accruals. Patent Costs Legal costs in connection with approved patents and patent applications are expensed as incurred, as recoverability of such expenditures is uncertain. These costs are recorded in general and administrative expense in the statements of operations. Stock-based Compensation The Company recognizes compensation expense related to RSU awards granted to employees, directors, officers and consultants, based on the estimated fair value of the awards on the date of grant. The grant date fair value of the stock-based awards, which have graded vesting, is recognized using the straight-line method over the requisite service period of each award, which is generally the vesting period of the respective awards. The Company recognizes compensation expense related to warrants granted, based on the estimated fair value of the awards on the date of grant using a Black-Scholes option pricing model. The Company recognizes forfeitures as they occur. Determination of the Fair Value of Common Stock Given the absence of a public trading market for the Company’s shares of common stock, the board of directors exercises their judgment and considers a number of objective and subjective factors to determine the best estimate of the fair value of the Company’s shares of common stock, including timely valuations of the Company’s shares of common stock prepared by an unrelated third-party valuation firm, important developments in the Company’s operations, sales of common stock and preferred stock, actual operating results and financial performance, the conditions in the biotechnology industry and the economy in general, the stock price performance and volatility of comparable public companies, and the lack of liquidity of the Company’s shares of common stock, among other factors. After the effectiveness of this registration statement, the Company’s board of directors will determine the fair value of each share of common stock based on the closing price of the Company’s shares of common stock as reported on the date of grant. Income Taxes Income taxes are accounted for under the asset and liability method. Under this method, deferred tax assets and liabilities are recognized for the future tax consequences attributable to differences between the financial statement carrying amounts of existing assets and liabilities and their respective tax bases and operating loss and tax credit carryforwards. Deferred tax assets and liabilities are measured using enacted tax rates applied to taxable income in the years in which those temporary differences are expected to be realized. The effect on deferred tax assets and liabilities of a change in tax rates is recognized as income or loss in the period that includes the enactment date. A valuation allowance is established when necessary to reduce deferred tax assets to the amount expected to be realized. Interest and penalties related to unrecognized tax benefits are included within the provision of income tax. To date, there have been no unrecognized tax benefits balances. Basic and Diluted Net Loss per Share Basic net loss per share is calculated by dividing net loss by the weighted-average number of shares of common stock outstanding during the period, without consideration of potential shares of common stock. Diluted net loss per share is calculated by dividing net loss by the weighted-average number of shares of common stock outstanding plus potential shares of common stock. Preferred Stock and unvested RSU awards are considered potential shares of common stock and are included in the calculation of diluted net loss per share using the treasury stock method when their effect is dilutive. Potential shares of common stock are excluded from the calculation of diluted net loss per share when their effect is anti-dilutive. As of December 31, 2021 and 2020, there were 1,544,038 and 666,705 potential shares of common stock, respectively, (see Note 6), that were excluded from the calculation of diluted net loss per share because their effect was anti-dilutive. Unaudited Pro-Forma Financial Information At the Closing of the Business Combination, all outstanding shares of the Series A Preferred Stock and Series A-1 Preferred Stock were converted into shares of common stock. The unaudited pro-forma balance sheet information as of December 31, 2021 has been prepared to give effect to the exchange of all 628,930 outstanding shares of Series A Preferred Stock and all 684,450 outstanding shares of Series A-1 Preferred Stock into 1,313,380 shares of common stock as if the exchange had occurred on December 31, 2021. The shares of common stock issuable and the proceeds expected to be received in the Business Combination are excluded from such pro-forma financial information. The unaudited pro-forma net loss per share for the year ended December 31, 2021 was computed using the weighted-average shares of common stock outstanding, including the pro-forma effect as if the conversion of all outstanding shares of Series A Preferred Stock and Series A-1 Preferred Stock into shares of common stock had occurred at the beginning of the period. The unaudited pro-forma net loss per share for the period from May 4, 2020 (inception) to December 31, 2020 was computed using the weighted-average shares of common stock outstanding, including the pro-forma effect as if the conversion of all outstanding shares of Series A Preferred Stock into shares of common stock had occurred at the beginning of the period. Comprehensive Loss The Company has no components of comprehensive loss other than net loss. Thus, comprehensive loss is the same as net loss for the period presented. Segment Reporting Operating segments are defined as components of an entity about which separate discrete information is available for evaluation by the chief operating decision maker, or decision-making group, in deciding how to allocate resources in assessing performance. The Company has one operating segment. The Company’s chief operating decision maker, its Chief Executive Officer, manages the Company’s operations for the purposes of allocating resources and evaluating financial performance. Recent Accounting Pronouncements In December 2019, the Financial Accounting Standards Board (“FASB”) issued Accounting Standards Update (“ASU”) 2019-12, Simplifying the Accounting for Income Taxes (Topic 740) (“ASU 2019-12”). In February 2016, the FASB issued ASU No. 2016-02, Leases Topic 842 (“ASU 2016-02”) |
Balance Sheet Details
Balance Sheet Details | 6 Months Ended | 12 Months Ended |
Jun. 30, 2022 | Dec. 31, 2021 | |
Balance Sheet Details [Abstract] | ||
Balance Sheet Details | 4. Balance Sheet Details Prepaid Expenses and Other Current Assets Prepaid expenses and other current assets consisted of the following: June 30, December 31, Prepaid clinical costs $ — $ 488,614 Prepaid insurance 412,500 — Other prepaid expenses & current assets 162,981 148,728 Total prepaid expenses & current assets $ 575,481 $ 637,342 Property and Equipment, Net Property and equipment, net consisted of the following: June 30, December 31, Lab equipment $ 131,963 $ 131,963 Total property and equipment, gross 131,963 131,963 Accumulated depreciation (29,306 ) (16,782 ) Total property and equipment, net $ 102,657 $ 115,181 Depreciation expense was $6,262 and $12,524 for the three and six months ended June 30, 2022, respectively, and $642 and $4,449 for the three and six months ended June 30, 2021, respectively. Accrued Expenses Accrued expenses consisted of the following: June 30, December 31, Accrued payroll and related expenses $ 978,343 $ 756,729 Accrued clinical study expenses — 327,244 Accrued professional fees 799,023 294,130 Accrued clinical development costs 68,300 145,566 Accrued other expenses 30,229 5,000 Premium Finance Agreement 293,333 — Total accrued expenses $ 2,169,228 $ 1,528,669 | 3. Balance Sheet Details Prepaid Expenses Prepaid expenses consisted of the following: December 31, December 31, Prepaid clinical costs $ 488,614 $ — Other prepaid expenses 148,728 128,000 Total prepaid expenses $ 637,342 $ 128,000 Property and Equipment, Net Property and equipment, net consisted of the following: December 31, Lab Equipment $ 131,963 Total property and equipment, gross 131,963 Accumulated depreciation (16,782 ) Total property and equipment, net $ 115,181 Depreciation expense was $16,782 for the year ended December 31, 2021. Current Liabilities Current liabilities consisted of the following: December 31, December 31, Accounts payable $ 596,261 $ 865,901 Accrued payroll and related expenses 756,729 266,852 Accrued clinical study expenses 327,244 40,329 Accrued professional fees 294,130 23,216 Accrued clinical development costs 145,566 — Accrued other expenses 5,000 12,478 Lease liability 16,752 — Total current liabilities $ 2,141,682 $ 1,208,776 Accrued payroll and related expenses consisted of accrued annual corporate bonus expense as of December 31, 2021. There was no accrued deferred compensation recorded as of December 31, 2021. Accrued payroll and related expenses consisted of deferred compensation as of December 31, 2020. During the fiscal year 2020 the Company entered into deferred compensation arrangements with five employees to defer a certain portion of their base salary until such time the Company completed an initial public offering. In connection with the Series A Preferred financing these agreements were amended to make the deferred compensation payable upon the closing of the Series A Preferred financing which occurred on December 30, 2020. The accrued compensation of $266,852 as of December 31, 2020 was paid on January 6, 2021. |
Commitments and Contingencies
Commitments and Contingencies | 6 Months Ended | 12 Months Ended |
Jun. 30, 2022 | Dec. 31, 2021 | |
Commitments and Contingencies [Abstract] | ||
Commitments and Contingencies | 5. Commitments and Contingencies Lease Commitments In February 2021, Revelation Sub entered into an agreement to lease 2,140 square feet of laboratory space located at 11011 Torreyana Road, Suite 102, San Diego, California (the “Original Lease”). The Original Lease had a term of 13 calendar months, plus any partial month at the beginning of the Original Lease (the “Original Lease Term”). Revelation Sub recorded a lease liability and right-of-use lease asset for the Original Lease based on the present value of Original Lease payments over the expected Original Lease Term, discounted using Revelation Sub’s incremental borrowing rate of 7.73%. There was no option to extend the Original Lease and the expiration date was March 31, 2022. In accordance with the Original Lease, Revelation Sub is required to maintain a security deposit of $5,564. Revelation Sub paid a total of $70,313 of rent expense over the life of the Original Lease. In October 2021, Revelation Sub amended the Original Lease to expire on December 31, 2022, equal to an additional nine calendar months with a base monthly rent equal to the 13 th Rent expense was $17,193 and $32,260 for the three and six months ended June 30, 2022, respectively. Rent expense was $15,067 and $25,112 for the three and six months ended June 30, 2021, respectively. Future minimum lease payments under the First Amendment of the operating lease as of June 30, 2022 is $34,385 in aggregate during the remainder of fiscal year 2022. Convertible Note Financing On January 4, 2022, Revelation Sub entered into a convertible note financing in an amount of up to $2.5 million with a fixed 10% annual interest rate from AXA IM Prime Impact Fund (the “Convertible Note”), the proceeds of which where used by Revelation Sub to purchase shares of Petra common stock from redeeming Petra stockholders who redeem shares of Petra common stock in connection with the Business Combination. On January 6, 2022, Old Revelation purchased 245,019 shares of Petra common stock with the proceeds from the Convertible Note. Repayment of the Convertible Note was made on January 4, 2022 in accordance with the exchange terms of the Convertible Note by which 245,019 shares of Petra’s common stock that had been purchased by Revelation Sub were transferred to AXA. Total interest incurred under the Convertible Note was $0 and $14,383 during the three and six months ended June 30, 2022, respectively. Premium Finance Agreement In order to obtain a public company directors and officers insurance policy (“D&O Insurance”), the Company entered into an agreement with a premium financing lender, where by the lender paid the D&O Insurance premium for the company (“Premium Finance Agreement”). If the Company were to not pay the lender monthly installment payments, the lender would cancel the D&O Insurance and the remaining D&O Insurance premium would be returned to the lender. In addition, if the Company were to cancel the D&O Insurance, the remaining D&O Insurance premium would be returned to the lender. The Premium Finance Agreement is for $825,000 and accrues interest at a fixed rate of 3.57% per annum payable monthly for a total of $9,856 over the term of the Premium Finance Agreement. Monthly payments of $74,428, are to be paid in nine monthly installments, which commenced on February 10, 2022 with a maturity date of October 10, 2022. Upon entering into the Premium Finance Agreement, an upfront payment of $165,000 was due and paid on February 14, 2022. Total expense incurred under the Finance Agreement for upfront, monthly and interest payments was $209,536 and $417,976 during the three and six months ended June 30, 2022, respectively. Total cash paid under the Finance Agreement for upfront, monthly and interest payments was $223,285 and $537,142 during the three and six months ended June 30, 2022, respectively. Future possible obligations under the Premium Finance Agreement could be a total of $297,714 in aggregate during the remainder of fiscal year 2022. Commitments The Company enters into contracts in the normal course of business with third party service providers and vendors. These contracts generally provide for termination on notice and, therefore, are cancellable contracts and not considered contractual obligations and commitments. Contingencies From time to time, the Company may become subject to claims and litigation arising in the ordinary course of business. The Company is not a party to any material legal proceedings, nor is it aware of any material pending or threatened litigation other than described below. Legal Proceedings On February 18, 2022, LifeSci Capital LLC filed an action against the Company in the U.S. District Court for the Southern District of New York seeking damages in the amount of approximately $2.7 million in cash and $2.6 million in equity for unpaid banking and advisory fees. These fees arise under contracts which were entered into prior to the Business Combination and the Company is disputing the amount owed under those contracts and has asserted affirmative defenses including the defense that the amount of the fees sought exceeded the $8.5 million cap on transaction expenses in the Business Combination Agreement. This action remains pending as of the date of this report. $1.5 million of the claim relates to deferred underwriting fees from the Petra initial public offering, which are recorded as a current liability in the financial statements under deferred underwriting commissions. No other liabilities are reflected in the financial statements as the amount of any additional liability can not be determined at this time. | 4. Commitments and Contingencies Lease Commitments In February 2021, the Company entered into an agreement to lease 2,140 square feet of laboratory space located at 11011 Torreyana Road, Suite 102, San Diego, California (the “Original Lease”). The Original Lease has a term of 13 calendar months, plus any partial month at the beginning of the Original Lease (the “Original Lease Term”). There is no option to extend the Original Lease and the expiration date was March 31, 2022. In accordance with the Original Lease, the Company is required to maintain a security deposit of $5,564. The Company will pay $70,313 of rent expense over the life of the Lease. In October 2021, the Company amended the Original Lease to expire on December 31, 2022, equal to an additional 9 calendar months with a base monthly rent equal to the 13 th The Company recorded a lease liability and right-of-use lease assets for the Original Lease based on the present value of Original Lease payments over the expected Original Lease Term, discounted using the Company’s incremental borrowing rate. As of December 31, 2021, the weighted-average remaining Original Lease Term and the weighted-average discount rate for the Original Lease was less than 1 year and 7.73%, respectively. Rent expense under the Original Lease was $55,246 for the year ended December 31, 2021. Future minimum lease payments under the operating lease as of December 31, 2021 are as follows: 2022 16,859 Total future minimum lease payments 16,859 Less discount 107 Total lease liability $ 16,752 Commitments The Company enters into contracts in the normal course of business with third party service providers and vendors. These contracts generally provide for termination on notice and, therefore, are cancellable contracts and not considered contractual obligations and commitments. Contingencies From time to time, the Company may become subject to claims and litigation arising in the ordinary course of business. The Company is not a party to any material legal proceedings, nor is it aware of any material pending or threatened litigation. |
Preferred Stock
Preferred Stock | 6 Months Ended | 12 Months Ended |
Jun. 30, 2022 | Dec. 31, 2021 | |
Preferred Stock [Abstract] | ||
Preferred Stock | 7. Preferred Stock Prior to the Merger, in August 2020, Revelation Sub authorized the sale and issuance of up to 2,000,000 shares of preferred stock, par value $0.001 per share. At the Closing Date of the Business Combination, all outstanding shares of the Series A Preferred Stock and Series A-1 Preferred Stock were converted into 1,713,965 and 1,865,238, respectively, shares of common stock at an exchange ratio of 2.725 (see Note 3). The third amended and restated certificate of incorporation of the Company authorizes up to 5,000,000 shares of preferred stock, $0.001 par value per share, which may be issued as designated by the Board of Directors without stockholder approval. As of June 30, 2022 and as of the date of this Quarterly Report, there was no preferred stock designated nor any such shares issued and outstanding. Series A Preferred Stock Prior to the Merger, in December 2020, Revelation Sub sold and issued 628,930 shares of Series A Preferred Stock at $6.36 per share for net proceeds of $3.9 million. All shares of the Series A Preferred Stock were exchanged on the Closing Date for common stock in connection with the Business Combination. Series A-1 Preferred Stock Prior to the Merger, in January 2021, Revelation Sub sold and issued 684,450 shares of Series A-1 Preferred Stock at $6.36 per share for net proceeds of $3.9 million. All shares of the Series A-1 Preferred Stock were exchanged on the Closing Date for common stock in connection with the Business Combination. | 5. Preferred Stock In August 2020, the Company authorized the sale and issuance of up to 2,000,000 shares of preferred stock, par value $0.001 per share. At the Closing of the Business Combination, all outstanding shares of the Series A Preferred Stock and Series A-1 Preferred Stock were converted into shares of common stock (see Note 10. Subsequent Events – Business Combination). Series A Preferred Stock On December 31, 2020, the Company entered into a Series A Preferred Stock Purchase Agreement (the “Series A SPA”), pursuant to which the Company issued 628,930 shares of Series A Preferred Stock at $6.36 per share for net proceeds of $3.9 million, of which $0.4 million was received as of December 31, 2020 and the remaining $3.5 million was received in January 2021. As of December 31, 2020, the $3.5 million of net proceeds for the Series A Preferred Stock was recorded as a subscription receivable on the Company’s statement of changes in stockholders’ equity (deficit). Issuance costs were $96,000 related to the sale and issuance of the Series A Preferred Stock. The holders of the Series A Preferred Stock have various rights, preferences, and privileges as follows: Conversion Rights The Series A Preferred Stock is convertible, at the option of the holder, at any time into shares of common stock. The number of shares is determined by dividing the original issuance price by the conversion price, the shares of preferred stock convert on a one-for-one basis. Additionally, the Series A Preferred Stock automatically converts into shares of common stock upon an underwritten public offering of the common stock on any tier of the NASDAQ Stock Market or any tier of the New York Stock Exchange with a market price at listing equal to at least $12.72 per share. No fractional shares will be issued. Liquidation Preference While the Series A Preferred Stock is not redeemable, the holders of the convertible preferred shares would be entitled to available proceeds in certain change of control events that are fully in control of the Company. In the event of any liquidation or deemed liquation event (as defined in the Company’s amended and restated certificate of incorporation), the Series A Preferred Stock shall have a liquidation preference equal to the original Series A purchase price plus any declared and unpaid dividends only if the shares of common stock are redeemed for cash. In the event of a deemed liquidation event, if the assets of the Company available for distribution are insufficient to pay the preferred stockholders in the full amount they are entitled, the preferred stockholders shall share ratably in any distribution of the assets available for distribution in proportion to the number of shares of preferred stock that they hold. Additionally, the holders of Series A Preferred Stock are entitled to be paid out prior to the holders of common stock. Dividends The holders of the Series A Preferred Stock shall be entitled to receive non-cumulative cash dividends in preference to any dividend on the common stock and any junior preferred stock at the rate of eight percent (8%) per annum of the original Series A purchase price, when, and if declared by the board of directors. No dividends have been declared through December 31, 2021. Voting Rights Each holder of outstanding shares of Series A Preferred Stock shall be entitled to cast the number of votes equal to the number of whole shares of common stock into which the shares of Series A preferred stock held by such holder are convertible as of the record date for determining stockholders entitled to vote on such matter. Series A preferred stockholders and common stockholders vote together as a single class. Protective Provisions The holders of the Series A Preferred Stock have certain protective provisions that limit the Company’s ability to take action without the consent of the holders of the Series A Preferred Stock. The following is a list of events for which the Company requires written consent or the affirmative vote of the Series A preferred stockholder: ● liquidate, dissolve or wind-up the business and affairs of the Company; ● amend, alter or repeal any provision of the amended and restated certificate of incorporation or bylaws that affects the Series A Preferred stockholders; ● create, authorize or issue shares of capital stock that are not junior to the Series A Preferred Stock or authorize additional shares of Series A preferred stock or capital stock that is not junior to the Series A Preferred Stock; ● authorize or incur debt over $2.0 million; ● prior to June 30, 2021, authorize the issuance of common stock outstanding exceeding 4,576,572 shares. Series A-1 Preferred Stock On January 27, 2021, the Company entered into a Series A-1 Preferred Stock Purchase Agreement (the “Series A-1 SPA”), pursuant to which the Company issued 684,450 shares of Series A-1 Preferred Stock at $6.36 per share for net proceeds of $3.9 million received in January 2021 and February 2021. Issuance costs were $448,000 related to the sale and issuance of the Series A-1 Preferred Stock. The Series A-1 Preferred Stock is identical to the Series A Preferred Stock except that the Series A-1 Preferred Stock is subordinate to the Series A Preferred Stock and senior to common stock as to dividends and liquidation preference and does not have any protective provisions like the Series A Preferred Stock. Additionally, the Series A-1 Preferred Stock automatically converts into shares of common stock, upon an effective registration statement under the Securities Act of 1933, as amended, together with approval by OTC Markets LLC for quotation on the OTCQX or OTCQB or the listing of the common stock on any tier of the NASDAQ Stock Market or any tier of the New York Stock Exchange or upon the occurrence of an event specified by vote or written consent of the Series A-1 Preferred stockholders. |
Common Stock
Common Stock | 6 Months Ended | 12 Months Ended |
Jun. 30, 2022 | Dec. 31, 2021 | |
Common Stock [Abstract] | ||
Common Stock | 9. Common Stock Prior to the Business Combination, in December 2020, Revelation Sub authorized the sale and issuance of up to 29,977,303 shares of common stock, par value $0.001 per share. During 2020 Revelation Sub entered into multiple common stock purchase agreements that resulted in the issuance of 6,292,140 shares and raised net proceeds of $6.1 million. Issuance costs were $37,000 related to the sale and issuance of common stock. Business Combination Transaction At the Closing Date, the Company authorized the sale and issuance of up to 100,000,000 shares of common stock, $0.001 par value per share. Additionally, an aggregate of 9,871,343 shares of common stock, were issued in exchange for the Revelation Sub stock, outstanding as of immediately prior to the Effective Time. Immediately after giving effect to the Business Combination, there were 12,944,213 shares of common stock outstanding. On the Closing Date, the Company received net proceeds from the Business Combination of $11.9 million, of which $7.7 million was escrowed pursuant to a Forward Share Purchase Agreement entered into by Petra and $4.2 million was released to Revelation. Subsequent to Business Combination On January 23, 2022, the Company issued 1,293,126 shares of common stock in connection with the PIPE Investment. The Company received net proceeds of $7.3 million. On January 31, 2022, the Company issued 300,000 shares of common stock as collateral to Loeb & Loeb, LLP as part of a payment deferral of legal fees in connection with the Business Combination. On February 4, 2022, the Company cancelled 750,000 shares in connection with the exercise of the Forward Share Purchase Agreement and approximately $7.7 million that was in escrow was paid to Meteora. On February 22, 2022, the Company issued 1,293,541 shares of common stock in connection with the notice of cash exercise for the Pre-Funded Warrants issued in connection with the PIPE Investment with a total purchase price of $12.94. On February 2, 2022, the Company issued 1,891 shares of common stock in connection with a notice of cash exercise for the Company’s Rollover Warrants with a total purchase price of $5,073. As of June 30, 2022 and December 31, 2021, 15,082,771 and 2,308,877 shares of common stock were issued and outstanding, respectively. As of June 30, 2022, no cash dividends have been declared or paid. The total shares of common stock reserved for issuance are summarized as follows: June 30, June 30, Series A Preferred Stock — 1,713,965 Series A-1 Preferred Stock — 1,865,238 Public Warrants 10,511,597 — Common Warrants 2,586,667 — Placement Agent Warrants 362,134 — Rollover Warrants 165,976 167,867 Unvested and unissued Rollover RSU awards 460,706 460,706 Stock options outstanding 354,452 — Dilutive shares reserved for issuance 14,441,532 4,207,776 Shares available for future stock grants under the 2021 Equity Incentive Plan 939,969 — Total common stock reserved for issuance 15,381,501 4,207,776 | 6. Common Stock In August 2020, the Company authorized the sale and issuance of up to 11,000,000 shares of common stock, par value $0.001 per share. As of December 31, 2021 and 2020, 2,308,877 and 2,293,154 shares of common stock were issued and outstanding, respectively. The Company entered into multiple Common Stock Purchase Agreements (the “Common SPA”) with closings on October 30, 2020, November 18, 2020, December 24, 2020 and January 4, 2021. As of December 31, 2021, the Company has raised net proceeds of $6.1 million in connection with the sale and issuance of common stock, of which $5.5 million was received as of December 31, 2020 and the remaining $0.6 million was received in January 2021. As of December 31, 2020, the $0.5 million of net proceeds for common stock was recorded as a subscription receivable on the Company’s balance sheet. Issuance costs were $37,000 related to the sale and issuance of common stock. The voting, dividend and liquidation rights of the holders of the Company’s common stock are subject to and qualified by the rights, powers and preference of the holders of the Series A Preferred Stock and Series A-1 Preferred Stock set forth in Note 5. Each share of common stock entitles the holder to one vote, together with the holders of Series A Preferred Stock and Series A-1 Preferred Stock, on all matters submitted to the stockholders for a vote. As of December 31, 2021, no cash dividends have been declared or paid. The total shares of common stock reserved for issuance are summarized as follows: December 31, December 31, Series A Preferred Stock 628,930 628,930 Series A-1 Preferred Stock 684,450 — Warrants 61,600 — Unvested RSU awards 169,058 37,775 Total common stock reserved for issuance 1,544,038 666,705 |
Stock-Based Compensation
Stock-Based Compensation | 6 Months Ended | 12 Months Ended |
Jun. 30, 2022 | Dec. 31, 2021 | |
Share-Based Payment Arrangement [Abstract] | ||
Stock-Based Compensation | 10. Stock-Based Compensation 2020 Equity Incentive Plan and 2021 Equity Incentive Plan Prior to the Merger, Revelation Sub adopted the Revelation Biosciences, Inc. 2020 Equity Incentive Plan (the “2020 Plan”) on October 1, 2020 for the issuance of stock-based awards. There was a total of 885,693 shares available for stock-based awards under the 2020 Plan of which 460,706 shares had been granted for RSU awards. On the Closing Date of the Business Combination, the outstanding RSU awards from the 2020 Plan were exchanged for Rollover RSU awards and the 2020 Plan was cancelled and there are no additional shares available for grant under the 2020 Plan. In January 2022, in connection with the Business Combination, the Board of Directors adopted the 2021 Equity Incentive Plan (the “2021 Plan”) and reserved 1,294,421 authorized shares of common stock the Company could issue. The 2021 Plan is administered by the Board of Directors. Vesting periods and other restrictions for grants under the 2021 Plan are determined at the discretion of the Board of Directors. Grants to employees, officers, directors, advisors, and consultants of the Company typically vest over one to four years. In addition, the number of shares of stock available for issuance under the 2021 Plan will be automatically increased each January 1, beginning on January 1, 2022, by 10% of the aggregate number of outstanding shares of our common stock from the first day of the preceding calendar year to the first day of the current calendar year or such lesser number as determined by our board of directors. Under the 2021 Plan, stock options and stock appreciation rights are granted at exercise prices determined by the Board of Directors which cannot be less than 100% of the estimated fair market value of the common stock on the grant date. Incentive stock options granted to any stockholders holding 10% or more of the Company’s equity cannot be granted with an exercise price of less than 110% of the estimated fair market value of the common stock on the grant date and such options are not exercisable after five years from the grant date. As of June 30, 2022, there were 939,969 shares available for future grant under the 2021 Plan. Restricted Stock Units At the Closing Date of the Business Combination, all Revelation Sub RSU award holders received a Rollover RSU award in exchange for each RSU award of Revelation Sub at an exchange ratio of 2.725 that vest in accordance with the original terms of the award. The Company determined this to be a Type I modification but did not record any incremental stock-based compensation expense since the fair value of the modified awards immediately after the modification was not greater than the fair value of the original awards immediately before the modification. The Rollover RSU awards have time-based and milestone-based vesting conditions. Under time-based vesting conditions, the Rollover RSU awards vest quarterly over one year for grants to the Board of Directors and quarterly over four years or 25% on the one As of June 30, 2022, the Company has a total of 460,706 Rollover RSU awards for shares of common stock outstanding, of which 262,042 have fully vested but have not been issued, each Rollover RSU award converts to one share of common stock. Stock Options The Company has granted stock options which vest 25% on the one year anniversary of the grant date or the employees hiring date, with the remainder vesting quarterly thereafter for grants to officers and employees. Stock options have a maximum term of 10 years. During the six months ended June 30, 2022, the Company granted 354,452 stock options for shares of common stock, with and exercise price of $1.40 per share. As of June 30, 2022, 13,353 shares had vested from outstanding stock option grants. The remaining contractual term of stock options is 9.7 years. There were no equity awards exercised or forfeited as of the six months ended June 30, 2022. The fair value of the stock options was estimated using the Black-Scholes option pricing model with the following assumptions: Volatility 70.5 % Expected term (years) 6.11 Risk-free interest rate 1.92 % Expected dividend yield 0.0 % Expected volatility is based on the historical volatility of shares of the Company’s common stock. In determining the expected term of stock options, the Company uses the “simplified” method. Under this method, the expected term is presumed to be the midpoint between the average vesting date and the end of the contractual term. The risk-free interest rate is based on the U.S. Treasury yield for a period consistent with the expected term of the stock options in effect at the time of the grants. The dividend yield assumption is based on the expectation of no future dividend payments by the Company. In addition to assumptions used in the Black-Scholes model, the Company reduces stock-based compensation expense based on actual forfeitures in the period that each forfeiture occurs. Stock-Based Compensation Expense For the three and six months ended June 30, 2022 and 2021, the Company recorded stock-based compensation expense for the period indicated as follows: Three Months Ended Six Months Ended 2022 2021 2022 2021 General and administrative: RSU awards $ 27,033 $ 114,527 $ 84,112 $ 208,567 Stock Options 24,691 — 47,696 — General and administrative stock-based compensation expense 51,724 114,527 131,808 208,567 Research and development: RSU awards 16,795 16,794 33,587 25,079 Stock Options 21,669 — 62,685 — Research and development stock-based compensation expense 38,464 16,794 96,272 25,079 Total stock-based compensation expense $ 90,188 $ 131,321 $ 228,080 $ 233,646 As of June 30, 2022, the total grant date estimate fair value of granted Rollover RSU’s and stock options was $1,075,244 and $741,766, respectively. As of June 30, 2022, there was $457,401 and $631,385 of unrecognized stock-based compensation expense related to Rollover RSU awards and stock options, respectively. The unrecognized stock-based compensation expense is estimated to be recognized over a period of 2.6 years and 3.4 years for Rollover RSU’s and stock options, respectively. | 7. Stock-Based Compensation 2020 Equity Incentive Plan The Company adopted the Revelation Biosciences, Inc. 2020 Equity Incentive Plan (the “2020 Plan”) on October 1, 2020 for the issuance of stock stock-based awards. Originally, the 2020 Plan authorized 150,000 shares of the Company’s common stock to be granted as stock-based awards. On December 30, 2020, the 2020 Plan was amended to increase the number of shares of common stock authorized to be granted as stock-based awards to 325,000. Shares that are expired, terminated, surrendered or canceled under the 2020 Plan without having been fully vested will be available for future awards. As of December 31, 2021, there were 155,942 shares available for future grant under the 2020 Plan. The 2020 Plan is administered by the board of directors. Vesting periods and other restrictions for RSU awards under the 2020 Plan are determined at the discretion of the board of directors. Shares of RSU awards granted to employees, officers, board of directors, advisors, and consultants of the Company typically vest over one four Restricted Stock Units The Company has granted RSU awards with time-based and milestone-based vesting conditions. Under time-based vesting conditions, the RSU awards vest quarterly over one year for grants to the board of directors and quarterly over four years or 25% on the one year anniversary and the remainder vesting monthly thereafter for grants to officers, employees and consultants. Under the milestone-based vesting conditions, the RSU awards will automatically vest when the Company’s shares of common stock are publicly traded on any over-the-counter market or national stock exchange. As of December 31, 2021, there were no vested or released shares of RSU awards. During the year ended December 31, 2021, the Company granted 131,283 RSU awards for shares of common stock, each RSU award converts to one share of common stock, with a total grant date fair value of $834,960. The Company recorded stock-based compensation expense for RSU awards of $470,878 and $29,232 during the years ended December 31, 2021 and 2020, respectively. As of December 31, 2021, there was $575,100 of unrecognized stock-based compensation expense related to unvested RSU awards. The unrecognized stock-based compensation expense is estimated to be recognized over a period of 2.1 years as of December 31, 2021. Stock-Based Compensation Expense The Company recorded stock-based compensation expense for the period indicated as follows: Year Ended Year Ended General and administrative $ 412,214 27,446 Research and development 58,664 1,786 Total share-based compensation expense $ 470,878 29,232 |
Warrants
Warrants | 6 Months Ended | 12 Months Ended |
Jun. 30, 2022 | Dec. 31, 2021 | |
Warrants [Abstract] | ||
Warrants | 11. Warrants Public Warrants In connection with the Company’s IPO, the Company issued 10,511,597 Public Warrants to purchase a share of common stock at an exercise price of $11.50 per share and expire on January 10, 2027. The Public Warrants trade on the Nasdaq Capital Market under the ticker symbol REVBW. The Company may redeem the Public Warrants at a price of $0.01 per Public Warrant upon not less than 30 days’ prior written notice of redemption if, and only if, the reported last sale price of the Company’s common stock equals or exceeds $18.00 per share for any 20 trading days within a 30-trading day period ending on the third business day prior to the notice of redemption to the Public Warrant holders; and if, and only if, there is a current registration statement in effect with respect to the shares of common stock underlying the Public Warrants. 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. Rollover Warrants Prior to the Merger, in connection with the issuance of the Series A-1 Preferred Stock through a private placement, Revelation Sub issued warrants to the placement agent to purchase an aggregate of 167,867 shares of common stock at an exercise price of $2.68 per share, valued on the issuance date of the Series A-1 Preferred Stock in the aggregate at $326,675 and included in the issuance costs of the Series A-1 Preferred Stock. The warrants were exercisable immediately upon issuance, provide for a cash or cashless exercise right and expire on January 31, 2027. At the Closing Date of the Business Combination, all warrant holders received a Rollover Warrant with an exchange ratio of 2.725, which had already vested upon original issuance. On February 2, 2022, the Company received a notice of cash exercise for the Company’s Rollover Warrants for 1,891 shares of common stock at a purchase price of $5,073. As of June 30, 2022, there were 165,976 Rollover Warrants remaining to be exercised or exchanged. The fair value of the Rollover Warrants was estimated using the Black-Scholes option pricing model with the following assumptions: Volatility 115 % Expected term (years) 6 Risk-free interest rate 0.85 Expected dividend yield — Common Warrants In connection with the PIPE Investment, the Company issued warrants to the Purchaser to purchase an aggregate of 2,586,667 shares of common stock at an exercise price of $3.29 per share, valued on the PIPE Investment purchase date in the aggregate at $3,634,262 and included in the issuance costs of the PIPE Investment. The warrants were exercisable immediately upon issuance, provide for a cash or cashless exercise right and expire on January 25, 2027. The fair value of the warrants was estimated using the Black-Scholes option pricing model with the following assumptions: Volatility 47 % Expected term (years) 5 Risk-free interest rate 1.54 Expected dividend yield — Pre-Funded Warrants In connection with the PIPE Investment, the Company issued warrants to the Purchaser to purchase an aggregate of 1,293,541 shares of common stock at an exercise price of $0.00001 per share. On February 22, 2022, the Company received a notice of cash exercise for the Pre-Funded Warrants issued in connection with the PIPE Investment for 1,293,541 shares of common stock at purchase price of $12.94. Placement Agent Warrants In connection with the PIPE Investment, the Company issued warrants to the Placement Agent to purchase an aggregate of 362,134 shares of common stock at an exercise price of $3.29 per share, valued on the PIPE Investment purchase date in the aggregate at $508,797 and included in the issuance costs of the PIPE Investment. The warrants were exercisable immediately upon issuance, provide for a cash or cashless exercise right and expire on January 25, 2027. The fair value of the warrants was estimated using the Black-Scholes option pricing model with the following assumptions: Volatility 47 % Expected term (years) 5 Risk-free interest rate 1.54 Expected dividend yield — | 8. Warrants In connection with the issuance of the Series A-1 Preferred Stock through a private placement, the Company issued warrants to the placement agent to purchase an aggregate of 61,600 shares of common stock at an exercise price of $7.31 per share, valued on the issuance date of the Series A-1 Preferred Stock in the aggregate at $326,675 and included in the issuance costs of the Series A-1 Preferred Stock. The warrants were exercisable immediately upon issuance, provide for a cashless exercise right and are exercisable for a period of six The fair value of the warrants was estimated using the Black-Scholes option pricing model with the following assumptions: Volatility 115 % Expected term (years) 6 Risk-free interest rate 0.85 Expected dividend yield — |
Income Taxes
Income Taxes | 6 Months Ended | 12 Months Ended |
Jun. 30, 2022 | Dec. 31, 2021 | |
Income Tax Disclosure [Abstract] | ||
Income Taxes | 12. Income Taxes For the six months ended June 30, 2022 and 2021, the Company did not recognize a provision for income taxes due to having recorded a full valuation allowance against its deferred tax assets. As of June 30, 2022 and December 31, 2021, the Company established a full valuation allowance against its deferred tax assets due to the uncertainty surrounding the realization of such assets. As of June 30, 2022 and December 31, 2021, the Company had no unrecognized tax benefits. The Company does not anticipate there will be a significant change in unrecognized tax benefits within the next 12 months. | 9. Income Taxes The Company did not record a provision for income taxes for the year ended December 31, 2021 and the period from May 4, 2020 (inception) to December 31, 2020 due to a full valuation allowance against its deferred tax assets. The difference between the provision for income taxes and income taxes computed using the effective U.S. federal statutory rate is as follows: Year Ended Period from Federal tax statutory rate 21.0 % 21.0 % State tax, net of federal benefit 7.1 6.9 Research and development credits 1.9 4.1 Non-deductible expenses (2.3 ) — Change in valuation allowance (27.7 ) (32.0 ) Effective tax rate — % — % Significant components of the Company’s deferred tax assets are as follows: Year Ended Period from Net operating loss carryforwards $ 3,524,526 $ 583,157 Research and development credits 255,656 121,535 Other, net 351,836 104,129 Total gross deferred tax assets 4,132,018 808,821 Valuation allowance (4,132,018 ) (808,821 ) Net deferred tax assets $ — $ — As of December 31, 2021 and 2020, a full valuation allowance of $4,132,018 and $808,821, respectively, was established against its deferred tax assets due to the uncertainty surrounding the realization of such assets. As of December 31, 2021, the Company had federal and state net operating loss carryforwards of $12,468,027 and $13,221,253, respectively. Federal net operating losses carryforward indefinitely. State net operating loss carryforwards will begin to expire in 2026. In addition, the Company had estimated federal and state research and development credit carryforwards of $91,217 and $208,150, respectively. The federal research tax credit carryforwards will begin to expire in 2040 and the California state credits carryforward indefinitely. Pursuant to Section 382 and 383 of the Internal Revenue Code (“IRC”), utilization of the Company’s federal net operating loss carryforwards and research and development credit carryforwards may be subject to annual limitations in the event of any significant future changes in its ownership structure. These annual limitations may result in the expiration of net operating loss and research and development credit carryforwards prior to utilization. The Company has not completed an IRC Section 382 and 383 analysis regarding the limitation of net operating loss and research and development credit carryforwards. No liability is recorded on the financial statements related to uncertain tax positions. There are no unrecognized tax benefits as of December 31, 2021 and 2020. The Company does not expect that uncertain tax benefits will materially change in the next 12 months. The Company’s policy is to record estimated interest and penalties related to uncertain tax benefits as income tax expense. As of December 31, 2021 and December 31, 2020, the Company had no accrued interest or penalties recorded related to uncertain tax positions. The Company is subject to taxation in the U.S. and various state jurisdictions. The Company’s tax returns since inception are subject to examination by the U.S. and various state tax authorities. The Company is not currently undergoing a tax audit in any federal or state jurisdiction. On March 27, 2020, the Coronavirus Aid, Relief and Economic Security (“CARES”) Act was enacted and signed into law and GAAP requires recognition of the tax effects of new legislation during the reporting period that includes the enactment date. The CARES Act includes changes to the tax provisions that benefits business entities and makes certain technical corrections to the 2017 Tax Cuts and Jobs Act. The tax relief measures for businesses in the CARES Act include a five-year net operating loss carryback for certain net operating losses, suspension of the annual deduction limitation of 80% of taxable income for certain net operating losses, changes in the deductibility of interest, acceleration of alternative minimum tax credit refunds, payroll tax relief, and a technical correction to allow accelerated deductions for qualified improvement property. The CARES Act also provides other non-tax benefits to assist those impacted by the pandemic. The Company evaluated the impact of the CARES Act and determined that there is no material impact to the income tax provision for the years ended December 31, 2021 and 2020. The Consolidated Appropriation Act (“CAA”) of 2021 was signed into law, December 27, 2020, containing the most recent COVID-19 relief provisions as well as many tax provisions including renewals of several popular tax extenders. The Company evaluated the impact of the CAA and determined that there is no material impact to the income tax provision for the years ended December 31, 2021 and 2020. |
Subsequent Events
Subsequent Events | 6 Months Ended | 12 Months Ended |
Jun. 30, 2022 | Dec. 31, 2021 | |
Subsequent Events [Abstract] | ||
Subsequent Events | 13. Subsequent Events Public Offering On July 28, 2022, the Company closed a public offering of 8,333,334 shares of its common stock, together with warrants to purchase up to 8,333,334 shares of its common stock (the “New Common Stock Warrants”) at an offering price to the public of $0.60 per share and associated warrant. The New Common Stock Warrants will have an exercise price of $0.60 per share, are exercisable upon issuance, and will expire five years following the date of issuance. The net proceeds to the Company from the offering were approximately $4.4 million, before deducting the placement agent’s fees and other offering expenses payable by the Company. The Company intends to use the net proceeds from this offering to further the development of REVTx-99b, REVTx-200 and REVTx-300; continue to develop other products and therapies; and fund working capital and general corporate purposes using any remaining amounts. A registration statement on Form S-1 (File No. 333-266108) relating to these securities has been filed with the SEC, and was declared effective by the SEC on July 25, 2022. Roth Capital Partners, LLC (the “Placement Agent’) was engaged by the Company to act as its exclusive placement agent for the public offering. The Company agreed to pay the Placement Agent a cash fee equal to 7.0% of the gross proceeds received by the Company in the public offering, totaling approximately $350,000. In addition, the Company agreed to issue to the Placement Agent warrants to purchase up to 583,333 shares of common stock representing 7.0% of the aggregate number of shares of common stock sold in the public offering (the “Placement Agent Warrants”). The Placement Agent Warrants have an exercise price of $0.75 per share and expire five years following the date of issuance. Using the Black-Scholes option pricing model, the New Common Stock Warrants were valued in the aggregate at $4.5 million and the Placement Agent Warrants were valued in the aggregate at $0.3 million. Both were included in the issuance costs of the public offering. | 10. Subsequent Events Convertible Note Financing On January 4, 2022 Revelation entered into a convertible note financing in an amount of up to $2.5 million with a fixed 10% annual interest rate from AXA IM Prime Impact Fund (the “Convertible Note”), the proceeds of which may be used by Old Revelation solely to purchase shares of Petra common stock from redeeming Petra stockholders who redeem shares of Petra common stock in connection with the Business Combination. On January 6, 2022, Old Revelation purchased 245,019 shares of Petra common stock with the proceeds from the Convertible Note. Repayment of the Convertible Note is in process in accordance with the exchange terms of the Convertible Note, by which the shares of Petra’s common stock purchased by Old Revelation are transferred to AXA. Business Combination On the Closing Date, Petra consummated the Business Combination, pursuant to the terms of the Business Combination Agreement, by and among Petra, Petra Merger Sub, and Old Revelation. Pursuant to the Business Combination Agreement, on the Closing Date, (i) Merger Sub merged with and into Old Revelation, with Old Revelation as the surviving company in the Merger, and, after giving effect to such Merger, Old Revelation was renamed Revelation Biosciences Sub, Inc. and became a wholly-owned subsidiary of Petra and (ii) Petra changed its name to “Revelation Biosciences, Inc.”. In accordance with the terms and subject to the conditions of the Business Combination Agreement, at the Effective Time, (i) each share of common stock and preferred stock of Old Revelation outstanding as of immediately prior to the Effective Time was exchanged for shares of common stock, par value $0.001 per share, of Revelation based on the agreed upon the Common Stock Exchange Ratio; (ii) each Old Revelation RSU award (as defined in the Business Combination Agreement) outstanding as of immediately prior to the Effective Time was assumed by Revelation and was converted into that number of whole Revelation Rollover RSU awards (as defined in the Business Combination Agreement) based on the Common Stock Exchange Ratio; and (iii) each Old Revelation Warrant (as defined in the Business Combination Agreement) outstanding as of immediately prior to the Effective Time was assumed by Revelation and was converted into that number of whole Revelation Rollover Warrants (as defined in the Business Combination Agreement) based on the Common Stock Exchange Ratio, at an exercise price per share of common stock equal to (x) the exercise price per share of Old Revelation common stock of such Old Revelation Warrant divided by (y) the Common Stock Exchange Ratio. At the Closing Date, up to 10,500,000 shares of common stock were to be issued constituting the Merger Consideration, (i) an aggregate of 9,871,343 shares of common stock, including conversion of all outstanding shares of the Series A Preferred Stock and Series A-1 Preferred Stock, were issued in exchange for the Old Revelation stock outstanding as of immediately prior to the Effective Time, (ii) 167,867 shares of common stock were reserved for issuance for Revelation Rollover Warrants outstanding as of immediately prior to the Effective Time and (iii) 460,706 shares of common stock were reserved for issuance for Revelation Rollover RSU’s outstanding as of immediately prior to the Effective Time. Immediately after giving effect to the Business Combination, there were 12,944,213 shares of common stock outstanding, and 1,294,421 shares of common stock reserved for future issuance under the 2021 Equity Incentive Plan. The pre-merger stockholders of Petra retained an aggregate of 3,072,870 shares of common stock of Petra, representing 23.7% ownership of the post-Merger company. Therefore, upon consummation of the Business Combination, there was a change in control of Petra, with the former owners of Revelation effectively acquiring control of Petra. Additionally, in connection with the Business Combination, stockholders holding 3,480,692 shares of Petra common stock exercised their right to redeem such shares for cash at a price of approximately $10.20 per share for payments in the aggregate of approximately $35.5 million. On the Closing Date, approximately $7.6 million was escrowed pursuant to the Forward Share Purchase Agreement entered into by and between Petra and Meteora and approximately $4.2 million was released to Revelation. On December 21, 2021, Petra entered into certain backstop agreements (the “Backstop Agreements”) with AXA Prime Impact Master Fund (“AXA”) (through a backstop agreement with Old Revelation, LifeSci Venture Partners (“LifeSci”) and other Petra and Old Revelation institutional, and individual investors, including Dr. Tidmarsh, chairman of Revelation (such additional institutional and individual investors, together with LifeSci and Old Revelation collectively, the “Backstop Subscribers”). Pursuant to the Backstop Agreements, the Backstop Subscribers agreed to subscribe for and purchase, in the aggregate, up to $4.5 million of shares of Petra’s common stock, par value $0.001 per share (the “Petra Common Stock”), in the event that more than $31.5 million of shares of Petra Common Stock are submitted for redemption in connection with Petra’s proposed business combination with Old Revelation (the “Business Combination”). On January 6, 2022, pursuant to the Backstop Agreements, the Backstop Subscribers purchased an aggregate of 432,072 shares of Petra Common Stock. The Business Combination will be accounted for as a reverse recapitalization, in accordance with U.S. GAAP. Under this method of accounting, although Petra will issue shares for outstanding equity interests of Revelation in the Business Combination, Petra will be treated as the “acquired” company for financial reporting purposes. Accordingly, the Business Combination will be treated as the equivalent of Revelation issuing stock for the net assets of Petra, accompanied by a recapitalization. The net assets of Petra will be stated at historical cost, with no goodwill or other intangible assets recorded. Operations prior to the Business Combination will be those of Revelation. At the Closing Date of the Business Combination, Petra adopted the third amended and restated certificate of incorporation, which became effective upon filing with the Secretary of State of the State of Delaware on January 10, 2022. |
Business Combination
Business Combination | 6 Months Ended |
Jun. 30, 2022 | |
Business Combinations [Abstract] | |
Business Combination | 3. Business Combination As disclosed in Note 1, the Company consummated the Business Combination, pursuant to the terms of the agreement and plan of merger, dated as of August 29, 2021 (the “Business Combination Agreement”), by and among Petra, Petra Acquisition Merger, Inc., a Delaware corporation and wholly-owned subsidiary of Petra (“Merger Sub”), and Old Revelation. Pursuant to the Business Combination Agreement, on the Closing Date, (i) Merger Sub merged with and into Old Revelation (the “Merger”), with Old Revelation as the surviving company in the Merger, and, after giving effect to such Merger, Old Revelation was renamed Revelation Biosciences Sub, Inc. and became a wholly-owned subsidiary of the Company and (ii) the Company changed its name to “Revelation Biosciences, Inc.” In accordance with the terms and subject to the conditions of the Business Combination Agreement, at the effective time of the Merger (the “Effective Time”), (i) each share of common stock and preferred stock of Old Revelation outstanding as of immediately prior to the Effective Time was exchanged for shares of common stock, par value $0.001 per share, of Revelation based on the agreed upon Common Stock Exchange Ratio; (ii) each Old Revelation RSU award outstanding as of immediately prior to the Effective Time was assumed by Revelation and was converted into that number of whole rollover RSU awards based on the Common Stock Exchange Ratio (“Rollover RSU”); and (iii) each Old Revelation warrant outstanding as of immediately prior to the Effective Time was assumed by Revelation and was converted into that number of whole rollover warrants based on the Common Stock Exchange Ratio, at an exercise price per share of common stock equal to (x) the exercise price per share of Old Revelation common stock of such Old Revelation warrant divided by (y) the Common Stock Exchange Ratio (“Rollover Warrant”). At the Closing Date, up to 10,500,000 shares of common stock were to be issued constituting the merger consideration, (i) an aggregate of 9,871,343 shares of common stock, including conversion of all outstanding shares of the Series A Preferred Stock and Series A-1 Preferred Stock of Old Revelation, were issued in exchange for the Old Revelation stock outstanding as of immediately prior to the Effective Time, (ii) 167,867 shares of common stock were reserved for issuance for Rollover Warrants outstanding as of immediately prior to the Effective Time and (iii) 460,706 shares of common stock were reserved for issuance for Rollover RSU awards outstanding as of immediately prior to the Effective Time. Immediately after giving effect to the Business Combination, there were 12,944,213 shares of common stock outstanding, and 1,294,421 shares of common stock reserved for future issuance under the 2021 Equity Incentive Plan. The pre-merger stockholders of Petra retained an aggregate of 3,072,870 shares of common stock of Petra, representing 23.7% ownership of the post-Merger company. Therefore, upon consummation of the Business Combination, there was a change in control of Petra, with the former owners of Revelation Sub acquiring control of Petra. Prior to the Closing Date, on December 21, 2021, Petra entered into certain backstop agreements (the “Backstop Agreements”) with AXA Prime Impact Master Fund (“AXA”) (through a backstop agreement with Old Revelation), LifeSci Venture Partners (“LifeSci”) and other Petra and Old Revelation institutional, and individual investors, including Dr. Tidmarsh, Chairman of Old Revelation and present Chairman of the Company (such additional institutional and individual investors, together with LifeSci and Old Revelation collectively, the “Backstop Subscribers”). Pursuant to the Backstop Agreements, the Backstop Subscribers agreed to purchase, in the aggregate, up to $4.5 million of shares of Petra’s common stock, par value $0.001 per share, in the event that more than $31.5 million was redeemed from the trust account in connection with the Business Combination. On January 6, 2022, pursuant to the Backstop Agreements, the Backstop Subscribers purchased an aggregate of 432,072 shares of Petra Common Stock that had been surrendered for redemption totaling $4.5 million. Petra also entered into a forward share purchase agreement (the “Forward Share Purchase Agreement”) with Meteora Capital Partners and its affiliates (collectively, “Meteora”) pursuant to which Meteora committed, to purchase additional shares of the Company’s common stock in open market transactions or from redeeming stockholders so that Meteora held at least 750,000 shares of common stock as of the closing of the Business Combination. The Forward Share Purchase Agreement provides that Meteora may elect to sell and transfer to the Company, on the one month anniversary of the closing of the Business Combination up to 750,000 shares of common stock held by Meteora at the time of closing of the Business Combination at a price of $10.2031 per share. On the Closing Date, in connection with the Business Combination, stockholders holding 3,480,692 shares of Petra common stock exercised their right to redeem such shares for cash at a price of approximately $10.20 per share for payments in the aggregate of approximately $35.5 million. Additionally, approximately $7.7 million was escrowed pursuant to the Forward Share Purchase Agreement entered into by and between Petra and Meteora and approximately $4.2 million was released to Revelation. On February 4, 2022, Meteora exercised the Forward Share Purchase Agreement entered into by and between the Company. 750,000 shares were repurchased by the Company and approximately $7.7 million that was escrowed was paid to Meteora. At the closing of the Business Combination, Petra adopted the third amended and restated certificate of incorporation, which became effective upon filing with the Secretary of State of the State of Delaware on the Closing Date. Subsequent to the Closing Date on February 10, 2022 and February 22, 2022 the Company paid $105,490 and $691,392, respectively, to the three holders of promissory notes made to Petra in connection with the Business Combination (“Promissory Notes Payable”). The Promissory Notes Payable had a total principal of $750,000, and had accrued interest of $46,882 at the time of repayment. The Business Combination has been accounted for as a reverse recapitalization, in accordance with U.S. GAAP. Under this method of accounting, although Petra issued shares for outstanding equity interests of Old Revelation in the Business Combination, Petra was treated as the “acquired” company for financial reporting purposes. Accordingly, the Business Combination was treated as the equivalent of Old Revelation issuing stock for the net assets of Petra, accompanied by a recapitalization. The net assets of Petra have been stated at historical cost, with no goodwill or other intangible assets recorded. Operations prior to the Business Combination are those of Revelation. |
PIPE Investment
PIPE Investment | 6 Months Ended |
Jun. 30, 2022 | |
Pipe Investment Or Securities Purchase Agreement Abstract | |
PIPE Investment | 6. PIPE Investment On January 23, 2022, the Company entered into a securities purchase agreement with an institutional investor (“the Purchaser”) pursuant to which the Purchaser agreed to purchase, and the Company agreed to issue and sell to the Purchaser in a private placement, 1,293,126 shares of common stock at a gross purchase price of $3.00 per share (the “Shares”) (the “PIPE Investment”), 1,293,541 unregistered pre-funded warrants to purchase common stock (the “Pre-Funded Warrants”) and 2,586,667 unregistered warrants to purchase common stock (the “Common Warrants”). The closing was consummated on January 25, 2022. The net proceeds to the Company was $7.3 million. Each Pre-Funded Warrant was funded to the amount of $3.00, with $0.00001 per share of common stock payable upon exercise, was immediately exercisable, could have been exercised at any time until exercised in full and is subject to customary adjustments. The Pre-Funded Warrants may not be exercised if the aggregate number of shares of the Company’s common stock beneficially owned by the holder (together with its affiliates) would exceed 9.99% of the Company’s outstanding common stock immediately after exercise. On February 22, 2022, the Company received a notice of cash exercise for the total outstanding Pre-Funded Warrants issued in connection with the PIPE Investment for 1,293,541 shares of common stock at purchase price of $12.94. Each Common Warrant has an exercise price of $3.29 per share of common stock, is exercisable at any time after the sixth month anniversary of the date of issuance, will expire five and one-half years from the date of issuance and is subject to customary adjustments. The Common Warrants may not be exercised if the aggregate number of shares of the Company’s common stock beneficially owned by the holder (together with its affiliates) would exceed 4.99% of the Company’s outstanding common stock immediately after exercise. However, the holder may increase (upon 61 days’ prior notice from the holder to the Company) or decrease such percentages, provided that in no event such percentage exceeds 9.99%. Also on January 23, 2022 and in connection with the private placement, the Company entered into a registration rights agreement (the “Registration Rights Agreement”) with the Purchaser, pursuant to which the Company agreed to use its best efforts to file a registration statement on Form S-1 (the “Registration Statement”) to register for resale the Shares and any shares of the Company’s common stock issuable upon exercise of the Pre-Funded Warrants and Common Stock Warrants by January 31, 2022, but in no event later than February 4, 2022. The company filed the Registration Statement on January 28, 2022 and it became effective on February 7, 2022. Roth Capital Partners, LLC (the “Placement Agent”) was engaged by the Company to act as its exclusive placement agent for the private placement. The Company agreed to pay the Placement Agent a cash fee equal to 6.0% of the gross proceeds received by the Company in the private placement, totaling approximately $465,600. In addition, the Company agreed to issue to the Placement Agent warrants to purchase up to 362,134 shares of common stock (representing 7.0% of the aggregate number of shares of common stock sold in the private placement (including shares of common stock issuable upon the exercise of any of the Pre-Funded Warrants and Common Warrants) (the “Placement Agent Warrants”). The Placement Agent Warrants have substantially the same terms as the Common Warrants. Using the Black-Scholes option pricing model, the Common Warrants were valued in the aggregate at $3.6 million and the Placement Agent Warrants were valued in the aggregate at $0.5 million. Both were included in the issuance costs of the private placement (see Note 11). |
Units
Units | 6 Months Ended |
Jun. 30, 2022 | |
Units [Abstract] | |
Units | 8. Units In connection with the Company’s IPO, in October of 2020, the Company issued unit’s that consists of one share of common stock and one warrant with an exercise price of $11.50 (the “Public Warrants”). As of June 30, 2022 there were 21,136 units outstanding, which trade on the Nasdaq Capital Market under the ticker symbol REVBU. The Company includes each share of common stock and Public Warrant from the unit’s in its calculation of common stock and Public Warrants outstanding, respectively. |
Accounting Policies, by Policy
Accounting Policies, by Policy (Policies) | 6 Months Ended | 12 Months Ended |
Jun. 30, 2022 | Dec. 31, 2021 | |
Accounting Policies [Abstract] | ||
Use of Estimates | Use of Estimates The preparation of the condensed consolidated financial statements in accordance with GAAP requires management to make estimates and assumptions about future events that affect the amounts of assets and liabilities reported, disclosures about contingent assets and liabilities, and reported amounts of expenses. These estimates and assumptions are based on the Company’s best estimates and judgment. The Company regularly evaluates its estimates and assumptions using historical and industry experience and other factors; however, actual results could differ materially from these estimates and could have an adverse effect on the Company’s condensed consolidated financial statements. | Use of Estimates The preparation of the financial statements in accordance with GAAP requires management to make estimates and assumptions about future events that affect the amounts of assets and liabilities reported, disclosures about contingent assets and liabilities, and reported amounts of expenses. These estimates and assumptions are based on the Company’s best estimates and judgment. The Company regularly evaluates its estimates and assumptions using historical and industry experience and other factors; however, actual results could differ materially from these estimates and could have an adverse effect on the Company’s financial statements. |
Cash and Cash Equivalents | Cash and Cash Equivalents The Company considers all highly liquid investments purchased with original maturities of three months or less from the purchase date to be cash equivalents. The Company maintains its cash in checking and savings accounts. Income generated from cash held in savings accounts is recorded as interest income. The carrying value of the Company’s savings accounts is included in cash and approximates the fair value. | Cash and Cash Equivalents The Company considers all highly liquid investments purchased with original maturities of three months or less from the purchase date to be cash equivalents. The Company maintains its cash in checking and savings accounts. Income generated from cash held in savings accounts is recorded as interest income. The carrying value of the Company’s savings accounts is included in cash and approximates the fair value. |
Fair Value Measurements | Fair Value Measurements The carrying values of the Company’s financial assets and liabilities, including cash and cash equivalents, subscription receivables, prepaid expenses, accounts payable and accrued expenses approximate their fair value due to the short-term nature of these instruments. Fair value is defined as the price that would be received to sell an asset or paid to transfer a liability (an exit price) in an orderly transaction between market participants at the reporting date. Assets and liabilities recorded at fair value in the financial statements are categorized based upon the level of judgment associated with the inputs used to measure their fair value. Hierarchical levels are directly related to the amount of subjectivity with the inputs to the valuation of these assets or liabilities as follows: Level 1 — Level 2 Level 3 | Fair Value Measurements Financial assets and liabilities are recorded at fair value on a recurring basis in the balance sheet. The carrying values of the Company’s financial assets and liabilities, including cash and cash equivalents, subscription receivables, prepaid expenses, accounts payable and accrued expenses approximate their fair value due to the short-term nature of these instruments. Fair value is defined as the price that would be received to sell an asset or paid to transfer a liability (an exit price) in an orderly transaction between market participants at the reporting date. Assets and liabilities recorded at fair value in the financial statements are categorized based upon the level of judgment associated with the inputs used to measure their fair value. Hierarchical levels are directly related to the amount of subjectivity with the inputs to the valuation of these assets or liabilities as follows: Level 1 Level 2 Level 3 |
Concentrations of Credit Risk | Concentrations of Credit Risk Financial instruments that potentially subject the Company to a concentration of credit risk consist primarily of cash and cash equivalents. Bank deposits are held by accredited financial institutions and these deposits may at times be in excess of federally insured limits. The Company limits its credit risk associated with cash and cash equivalents by placing them with financial institutions that it believes are of high quality. The Company has not experienced any losses on its deposits of cash or cash equivalents. | Concentrations of Credit Risk Financial instruments that potentially subject the Company to a concentration of credit risk consist primarily of cash and cash equivalents. Bank deposits are held by accredited financial institutions and these deposits may at times be in excess of federally insured limits. The Company limits its credit risk associated with cash and cash equivalents by placing them with financial institutions that it believes are of high quality. The Company has not experienced any losses on its deposits of cash or cash equivalents. |
Property and Equipment, Net | Property and Equipment, Net Property and equipment are stated at cost less accumulated depreciation. Depreciation is computed using the straight-line method over the estimated useful lives of the assets, which is five | Property and Equipment, Net Property and equipment are stated at cost less accumulated depreciation. Depreciation is computed using the straight-line method over the estimated useful lives of the assets, which is five |
Leases | Leases The Company determines if an arrangement is a lease at inception. Lease right-of-use assets represent the right to use an underlying asset for the lease term and lease liabilities represent the obligation to make lease payments arising from the lease. For operating leases with an initial term greater than 12 months, the Company recognizes operating lease right-of-use assets and operating lease liabilities based on the present value of lease payments over the lease term at the commencement date. Operating lease right-of-use assets are comprised of the lease liability plus any lease payments made and excludes lease incentives. Lease terms include options to renew or terminate the lease when the Company is reasonably certain that the renewal option will be exercised or when it is reasonably certain that the termination option will not be exercised. For an operating lease, if the interest rate used to determine the present value of future lease payments is not readily determinable, the Company estimates the incremental borrowing rate as the discount rate for the lease. The Company’s incremental borrowing rate is estimated to approximate the interest rate on a collateralized basis with similar terms and payments, and in similar economic environments. Lease expense for lease payments is recognized on a straight-line basis over the lease term. | Leases The Company determines if an arrangement is a lease at inception. Lease right-of-use assets represent the right to use an underlying asset for the lease term and lease liabilities represent the obligation to make lease payments arising from the lease. For operating leases with an initial term greater than 12 months, the Company recognizes operating lease right-of-use assets and operating lease liabilities based on the present value of lease payments over the lease term at the commencement date. Operating lease right-of-use assets are comprised of the lease liability plus any lease payments made and excludes lease incentives. Lease terms include options to renew or terminate the lease when the Company is reasonably certain that the renewal option will be exercised or when it is reasonably certain that the termination option will not be exercised. For an operating lease, if the interest rate used to determine the present value of future lease payments is not readily determinable, the Company estimates the incremental borrowing rate as the discount rate for the lease. The Company’s incremental borrowing rate is estimated to approximate the interest rate on a collateralized basis with similar terms and payments, and in similar economic environments. Lease expense for lease payments is recognized on a straight-line basis over the lease term. |
Research and Development Expenses | Research and Development Expenses Research and development expenses consist primarily of costs incurred for the development of the Company’s lead product candidates, REVTx-99a/b and lead diagnostic product, REVDx-501. Research and development costs are charged to expense as incurred. The Company records accrued expenses for estimated preclinical, clinical study and research expenses related to the services performed but not yet invoiced pursuant to contracts with research institutions, contract research organizations, and clinical manufacturing organizations that conduct and manage preclinical studies, clinical studies, research services, and development services on the Company’s behalf. Payments for these services are based on the terms of individual agreements and payment timing may differ significantly from the period in which the services were performed. Estimates are based on factors such as the work completed, including the level of patient enrollment. The Company monitors patient enrollment levels and related activity to the extent reasonably possible and makes judgments and estimates in determining the accrued balance in each reporting period. The Company’s estimates of accrued expenses are based on the facts and circumstances known at the time. If the Company underestimates or overestimates the level of services performed or the costs of these services, actual expenses could differ from estimates. As actual costs become known, the Company adjusts accrued expenses. To date, the Company has not experienced significant changes in estimates of clinical study and development services accruals. | Research and Development Expenses Research and development expenses consist primarily of costs incurred for the development of the Company’s lead product candidate, REVTx-99 and lead diagnostic product, REVDx-501. Research and development costs are charged to expense as incurred. The Company records accrued expenses for estimated preclinical and clinical study and research expenses related to the services performed but not yet invoiced pursuant to contracts with research institutions, contract research organizations, and clinical manufacturing organizations that conduct and manage preclinical studies, clinical studies, research services, and development services on the Company’s behalf. Payments for these services are based on the terms of individual agreements and payment timing may differ significantly from the period in which the services were performed. Estimates are based on factors such as the work completed, including the level of patient enrollment. The Company monitors patient enrollment levels and related activity to the extent reasonably possible and makes judgments and estimates in determining the accrued balance in each reporting period. The Company’s estimates of accrued expenses are based on the facts and circumstances known at the time. If the Company underestimates or overestimates the level of services performed or the costs of these services, actual expenses could differ from estimates. As actual costs become known, the Company adjusts accrued expenses. To date, the Company has not experienced significant changes in estimates of clinical study and development services accruals. |
Patent Costs | Patent Costs Legal costs in connection with approved patents and patent applications are expensed as incurred, as recoverability of such expenditures is uncertain. These costs are recorded in general and administrative expense in the statements of operations. | Patent Costs Legal costs in connection with approved patents and patent applications are expensed as incurred, as recoverability of such expenditures is uncertain. These costs are recorded in general and administrative expense in the statements of operations. |
Stock-based Compensation | Stock-based Compensation The Company recognizes compensation expense related to stock options, third-party warrants, and Restricted Stock Unit (“RSU”) awards granted, based on the estimated fair value of the stock-based awards on the date of grant. The fair value of employee stock options and third-party warrants are generally determined using the Black-Scholes option-pricing model using various inputs, including estimates of expected volatility, term, risk-free rate, and future dividends. The grant date fair value of the stock-based awards, which have graded vesting, is recognized using the straight-line method over the requisite service period of each stock-based award, which is generally the vesting period of the respective stock-based awards. The Company recognizes forfeitures as they occur. | Stock-based Compensation The Company recognizes compensation expense related to RSU awards granted to employees, directors, officers and consultants, based on the estimated fair value of the awards on the date of grant. The grant date fair value of the stock-based awards, which have graded vesting, is recognized using the straight-line method over the requisite service period of each award, which is generally the vesting period of the respective awards. The Company recognizes compensation expense related to warrants granted, based on the estimated fair value of the awards on the date of grant using a Black-Scholes option pricing model. The Company recognizes forfeitures as they occur. |
Determination of the Fair Value of Common Stock | Determination of the Fair Value of Common Stock Given the absence of a public trading market for the Company’s shares of common stock, the board of directors exercises their judgment and considers a number of objective and subjective factors to determine the best estimate of the fair value of the Company’s shares of common stock, including timely valuations of the Company’s shares of common stock prepared by an unrelated third-party valuation firm, important developments in the Company’s operations, sales of common stock and preferred stock, actual operating results and financial performance, the conditions in the biotechnology industry and the economy in general, the stock price performance and volatility of comparable public companies, and the lack of liquidity of the Company’s shares of common stock, among other factors. After the effectiveness of this registration statement, the Company’s board of directors will determine the fair value of each share of common stock based on the closing price of the Company’s shares of common stock as reported on the date of grant. | |
Income Taxes | Income Taxes Income taxes are accounted for under the asset and liability method. Under this method, deferred tax assets and liabilities are recognized for the future tax consequences attributable to differences between the financial statement carrying amounts of existing assets and liabilities and their respective tax bases and operating loss and tax credit carryforwards. Deferred tax assets and liabilities are measured using enacted tax rates applied to taxable income in the years in which those temporary differences are expected to be realized. The effect on deferred tax assets and liabilities of a change in tax rates is recognized as income or loss in the period that includes the enactment date. A valuation allowance is established when necessary to reduce deferred tax assets to the amount expected to be realized. Interest and penalties related to unrecognized tax benefits are included within the provision of income tax. To date, there have been no unrecognized tax benefits balances. | Income Taxes Income taxes are accounted for under the asset and liability method. Under this method, deferred tax assets and liabilities are recognized for the future tax consequences attributable to differences between the financial statement carrying amounts of existing assets and liabilities and their respective tax bases and operating loss and tax credit carryforwards. Deferred tax assets and liabilities are measured using enacted tax rates applied to taxable income in the years in which those temporary differences are expected to be realized. The effect on deferred tax assets and liabilities of a change in tax rates is recognized as income or loss in the period that includes the enactment date. A valuation allowance is established when necessary to reduce deferred tax assets to the amount expected to be realized. Interest and penalties related to unrecognized tax benefits are included within the provision of income tax. To date, there have been no unrecognized tax benefits balances. |
Basic and Diluted Net Loss per Share | Basic and Diluted Net Loss per Share Basic net loss per share is calculated by dividing net loss by the weighted-average number of shares of common stock outstanding during the period, without consideration of potential shares of common stock. Diluted net loss per share is calculated by dividing net loss by the weighted-average number of shares of common stock outstanding plus potential shares of common stock. Convertible preferred stock on an as converted basis, unvested and unissued RSU awards, warrants and stock options outstanding are considered potential shares of common stock and are included in the calculation of diluted net loss per share using the treasury stock method when their effect is dilutive. Potential shares of common stock are excluded from the calculation of diluted net loss per share when their effect is anti-dilutive. As of June 30, 2022 and 2021, there were 14,441,532 and 4,207,776 potential shares of common stock, respectively, (see Note 9), that were excluded from the calculation of diluted net loss per share because their effect was anti-dilutive. | Basic and Diluted Net Loss per Share Basic net loss per share is calculated by dividing net loss by the weighted-average number of shares of common stock outstanding during the period, without consideration of potential shares of common stock. Diluted net loss per share is calculated by dividing net loss by the weighted-average number of shares of common stock outstanding plus potential shares of common stock. Preferred Stock and unvested RSU awards are considered potential shares of common stock and are included in the calculation of diluted net loss per share using the treasury stock method when their effect is dilutive. Potential shares of common stock are excluded from the calculation of diluted net loss per share when their effect is anti-dilutive. As of December 31, 2021 and 2020, there were 1,544,038 and 666,705 potential shares of common stock, respectively, (see Note 6), that were excluded from the calculation of diluted net loss per share because their effect was anti-dilutive. |
Unaudited Pro-Forma Financial Information | Unaudited Pro-Forma Financial Information At the Closing of the Business Combination, all outstanding shares of the Series A Preferred Stock and Series A-1 Preferred Stock were converted into shares of common stock. The unaudited pro-forma balance sheet information as of December 31, 2021 has been prepared to give effect to the exchange of all 628,930 outstanding shares of Series A Preferred Stock and all 684,450 outstanding shares of Series A-1 Preferred Stock into 1,313,380 shares of common stock as if the exchange had occurred on December 31, 2021. The shares of common stock issuable and the proceeds expected to be received in the Business Combination are excluded from such pro-forma financial information. The unaudited pro-forma net loss per share for the year ended December 31, 2021 was computed using the weighted-average shares of common stock outstanding, including the pro-forma effect as if the conversion of all outstanding shares of Series A Preferred Stock and Series A-1 Preferred Stock into shares of common stock had occurred at the beginning of the period. The unaudited pro-forma net loss per share for the period from May 4, 2020 (inception) to December 31, 2020 was computed using the weighted-average shares of common stock outstanding, including the pro-forma effect as if the conversion of all outstanding shares of Series A Preferred Stock into shares of common stock had occurred at the beginning of the period. | |
Comprehensive Loss | Comprehensive Loss The Company has no components of comprehensive loss other than net loss. Thus, comprehensive loss is the same as net loss for the periods presented. | Comprehensive Loss The Company has no components of comprehensive loss other than net loss. Thus, comprehensive loss is the same as net loss for the period presented. |
Segment Reporting | Segment Reporting Operating segments are defined as components of an entity about which separate discrete information is available for evaluation by the chief operating decision maker, or decision-making group, in deciding how to allocate resources in assessing performance. The Company has one operating segment. The Company’s chief operating decision maker, its Chief Executive Officer, manages the Company’s operations for the purposes of allocating resources and evaluating financial performance. | Segment Reporting Operating segments are defined as components of an entity about which separate discrete information is available for evaluation by the chief operating decision maker, or decision-making group, in deciding how to allocate resources in assessing performance. The Company has one operating segment. The Company’s chief operating decision maker, its Chief Executive Officer, manages the Company’s operations for the purposes of allocating resources and evaluating financial performance. |
Recent Accounting Pronouncements | Recent Accounting Pronouncements In December 2019, the Financial Accounting Standards Board (“FASB”) issued Accounting Standards Update (“ASU”) 2019-12, Simplifying the Accounting for Income Taxes (Topic 740) (“ASU 2019-12”). | Recent Accounting Pronouncements In December 2019, the Financial Accounting Standards Board (“FASB”) issued Accounting Standards Update (“ASU”) 2019-12, Simplifying the Accounting for Income Taxes (Topic 740) (“ASU 2019-12”). In February 2016, the FASB issued ASU No. 2016-02, Leases Topic 842 (“ASU 2016-02”) |
Unaudited Interim Condensed Consolidated Financial Statements | Unaudited Interim Condensed Consolidated Financial Statements The unaudited interim condensed consolidated financial statements have been prepared on the same basis as the audited financial statements as of December 31, 2021 and for the year ended December 31, 2021 and, in the opinion of management, reflect all adjustments, which include only normal recurring adjustments, necessary to present fairly the Company’s financial position as of June 30, 2022, results of operations for the three and six months ended June 30, 2022, and cash flows and stockholders’ equity (deficit) for the six months ended June 30, 2022. The financial data and the other financial information contained in these notes to the condensed consolidated financial statements related to the three and six months ended June 30, 2022 are unaudited. The results of operations for the three and six months ended June 30, 2022 are not necessarily indicative of the results to be expected for the year ending December 31, 2022 or for any other future annual or interim period. The condensed consolidated financial statements and notes thereto should be read in conjunction with the Company’s audited financial statements and notes thereto for the year ended December 31, 2021 included on Form 8-K/A, as filed with the SEC on April 22, 2022. The accompanying condensed consolidated balance sheet as of December 31, 2021 has been derived from the audited balance sheet at December 31, 2021 contained in the above referenced Form 8-K/A. |
Balance Sheet Details (Tables)
Balance Sheet Details (Tables) | 6 Months Ended | 12 Months Ended |
Jun. 30, 2022 | Dec. 31, 2021 | |
Balance Sheet Details [Abstract] | ||
Schedule of prepaid expenses | June 30, December 31, Prepaid clinical costs $ — $ 488,614 Prepaid insurance 412,500 — Other prepaid expenses & current assets 162,981 148,728 Total prepaid expenses & current assets $ 575,481 $ 637,342 | December 31, December 31, Prepaid clinical costs $ 488,614 $ — Other prepaid expenses 148,728 128,000 Total prepaid expenses $ 637,342 $ 128,000 |
Schedule of property and equipment, net | June 30, December 31, Lab equipment $ 131,963 $ 131,963 Total property and equipment, gross 131,963 131,963 Accumulated depreciation (29,306 ) (16,782 ) Total property and equipment, net $ 102,657 $ 115,181 | December 31, Lab Equipment $ 131,963 Total property and equipment, gross 131,963 Accumulated depreciation (16,782 ) Total property and equipment, net $ 115,181 |
Schedule of current liabilities | June 30, December 31, Accrued payroll and related expenses $ 978,343 $ 756,729 Accrued clinical study expenses — 327,244 Accrued professional fees 799,023 294,130 Accrued clinical development costs 68,300 145,566 Accrued other expenses 30,229 5,000 Premium Finance Agreement 293,333 — Total accrued expenses $ 2,169,228 $ 1,528,669 | December 31, December 31, Accounts payable $ 596,261 $ 865,901 Accrued payroll and related expenses 756,729 266,852 Accrued clinical study expenses 327,244 40,329 Accrued professional fees 294,130 23,216 Accrued clinical development costs 145,566 — Accrued other expenses 5,000 12,478 Lease liability 16,752 — Total current liabilities $ 2,141,682 $ 1,208,776 |
Commitments and Contingencies (
Commitments and Contingencies (Tables) | 12 Months Ended |
Dec. 31, 2021 | |
Commitments and Contingencies [Abstract] | |
Schedule of future minimum lease payments under the operating lease | 2022 16,859 Total future minimum lease payments 16,859 Less discount 107 Total lease liability $ 16,752 |
Common Stock (Tables)
Common Stock (Tables) | 6 Months Ended | 12 Months Ended |
Jun. 30, 2022 | Dec. 31, 2021 | |
Common Stock [Abstract] | ||
Schedule of shares of common stock reserved for issuance | June 30, June 30, Series A Preferred Stock — 1,713,965 Series A-1 Preferred Stock — 1,865,238 Public Warrants 10,511,597 — Common Warrants 2,586,667 — Placement Agent Warrants 362,134 — Rollover Warrants 165,976 167,867 Unvested and unissued Rollover RSU awards 460,706 460,706 Stock options outstanding 354,452 — Dilutive shares reserved for issuance 14,441,532 4,207,776 Shares available for future stock grants under the 2021 Equity Incentive Plan 939,969 — Total common stock reserved for issuance 15,381,501 4,207,776 | December 31, December 31, Series A Preferred Stock 628,930 628,930 Series A-1 Preferred Stock 684,450 — Warrants 61,600 — Unvested RSU awards 169,058 37,775 Total common stock reserved for issuance 1,544,038 666,705 |
Stock-Based Compensation (Table
Stock-Based Compensation (Tables) | 6 Months Ended | 12 Months Ended |
Jun. 30, 2022 | Dec. 31, 2021 | |
Share-Based Payment Arrangement [Abstract] | ||
Schedule of stock-based compensation expense | Three Months Ended Six Months Ended 2022 2021 2022 2021 General and administrative: RSU awards $ 27,033 $ 114,527 $ 84,112 $ 208,567 Stock Options 24,691 — 47,696 — General and administrative stock-based compensation expense 51,724 114,527 131,808 208,567 Research and development: RSU awards 16,795 16,794 33,587 25,079 Stock Options 21,669 — 62,685 — Research and development stock-based compensation expense 38,464 16,794 96,272 25,079 Total stock-based compensation expense $ 90,188 $ 131,321 $ 228,080 $ 233,646 | Year Ended Year Ended General and administrative $ 412,214 27,446 Research and development 58,664 1,786 Total share-based compensation expense $ 470,878 29,232 |
Schedule of fair value of stock options assumptions | Volatility 70.5 % Expected term (years) 6.11 Risk-free interest rate 1.92 % Expected dividend yield 0.0 % |
Warrants (Tables)
Warrants (Tables) | 6 Months Ended | 12 Months Ended |
Jun. 30, 2022 | Dec. 31, 2021 | |
Warrants [Abstract] | ||
Schedule of fair value of warrants estimated using black-scholes option pricing model | Volatility 115 % Expected term (years) 6 Risk-free interest rate 0.85 Expected dividend yield — Volatility 47 % Expected term (years) 5 Risk-free interest rate 1.54 Expected dividend yield — Volatility 47 % Expected term (years) 5 Risk-free interest rate 1.54 Expected dividend yield — | Volatility 115 % Expected term (years) 6 Risk-free interest rate 0.85 Expected dividend yield — |
Income Taxes (Tables)
Income Taxes (Tables) | 12 Months Ended |
Dec. 31, 2021 | |
Income Tax Disclosure [Abstract] | |
Schedule of provision for income taxes and income taxes computed | Year Ended Period from Federal tax statutory rate 21.0 % 21.0 % State tax, net of federal benefit 7.1 6.9 Research and development credits 1.9 4.1 Non-deductible expenses (2.3 ) — Change in valuation allowance (27.7 ) (32.0 ) Effective tax rate — % — % |
Schedule of deferred tax assets | Year Ended Period from Net operating loss carryforwards $ 3,524,526 $ 583,157 Research and development credits 255,656 121,535 Other, net 351,836 104,129 Total gross deferred tax assets 4,132,018 808,821 Valuation allowance (4,132,018 ) (808,821 ) Net deferred tax assets $ — $ — |
Organization and Basis of Pre_2
Organization and Basis of Presentation (Details) - USD ($) | 1 Months Ended | 6 Months Ended | 12 Months Ended | ||
Jan. 31, 2022 | Aug. 31, 2020 | Jun. 30, 2022 | Dec. 31, 2021 | Dec. 31, 2020 | |
Organization and Basis of Presentation (Details) [Line Items] | |||||
Net loss | $ 12,000,000 | ||||
Accumulated deficit | $ 23,000,000 | 14,500,000 | |||
Stockholders equity | 1.8 | 99,470 | |||
Cash and cash equivalents | $ 3,500,000 | 1,300,000 | |||
Net proceeds received business combination | $ 4,200,000 | ||||
Gross proceeds | $ 7,800,000 | ||||
Common stock par value (in Dollars per share) | $ 0.001 | $ 0.001 | $ 0.001 | ||
Conversion rate (in Shares) | 2.725 | 2.725 | |||
Common stock aggregate shares (in Shares) | 3,072,870 | 3,072,870 | |||
Business combination, shares issued (in Shares) | 3,480,692 | 3,480,692 | |||
Cash price per share (in Dollars per share) | $ 10.2 | $ 10.2 | |||
Aggregate share value | $ 35,500,000 | $ 35,500,000 | |||
Escrowed amount | 7,700,000 | 7,600,000 | |||
Released amount | 4,200,000 | 4,200,000 | |||
Net proceeds | 6,100,000 | ||||
Shares of common stock | 2,308,877 | ||||
Cash and cash equivalents | 1,300,000 | $ 4,500,000 | |||
Net loss | 8,500,000 | ||||
Net proceeds | $ 4,400,000 | ||||
2021 Equity Incentive Plan [Member] | |||||
Organization and Basis of Presentation (Details) [Line Items] | |||||
Common stock reserved for issuance | $ 1,294,421 | ||||
Common stock shares outstanding (in Shares) | 12,944,213 | ||||
Petra Acquisition, Inc [Member] | |||||
Organization and Basis of Presentation (Details) [Line Items] | |||||
Ownership percentage | 23.70% | 23.70% | |||
Series A Preferred Stock [Member] | |||||
Organization and Basis of Presentation (Details) [Line Items] | |||||
Net proceeds | $ 3,900,000 | ||||
Shares of common stock | 628,930 | ||||
Series A-1 Preferred Stock [Member] | |||||
Organization and Basis of Presentation (Details) [Line Items] | |||||
Conversion rate (in Shares) | 2.725 | ||||
Net proceeds | 3,900,000 | ||||
Shares of common stock | 684,450 | ||||
Restricted Stock Units (RSUs) [Member] | |||||
Organization and Basis of Presentation (Details) [Line Items] | |||||
Common stock reserved for issuance | $ 460,706 | ||||
Business Combination [Member] | |||||
Organization and Basis of Presentation (Details) [Line Items] | |||||
Common stock par value (in Dollars per share) | $ 0.001 | $ 0.001 | |||
Conversion rate (in Shares) | 2.725 | ||||
Common stock constituting shares (in Shares) | 10,500,000 | 10,500,000 | |||
Common stock aggregate shares (in Shares) | 9,871,343 | 9,871,343 | |||
Common stock reserved for issuance | $ 167,867 |
Summary of Significant Accoun_2
Summary of Significant Accounting Policies (Details) | 6 Months Ended | 12 Months Ended | ||
Jun. 30, 2022 shares | Jun. 30, 2021 shares | Dec. 31, 2021 shares | Dec. 31, 2020 shares | |
Summary of Significant Accounting Policies (Details) [Line Items] | ||||
Estimated useful lives | 5 years | 5 years | ||
Potential shares of common stock | 14,441,532 | 4,207,776 | 1,544,038 | 666,705 |
Common stock, shares outstanding | 1,313,380 | |||
Number of operating segment | 1 | 1 | ||
Series A Preferred Stock [Member] | ||||
Summary of Significant Accounting Policies (Details) [Line Items] | ||||
Preferred stock share outstanding | 0 | 628,930 | 628,930 | |
Series A-1 Preferred Stock [Member] | ||||
Summary of Significant Accounting Policies (Details) [Line Items] | ||||
Preferred stock share outstanding | 0 | 684,450 | 0 |
Balance Sheet Details (Details)
Balance Sheet Details (Details) - USD ($) | 3 Months Ended | 6 Months Ended | 12 Months Ended | |||
Jun. 30, 2022 | Jun. 30, 2021 | Jun. 30, 2022 | Jun. 30, 2021 | Dec. 31, 2021 | Dec. 31, 2020 | |
Balance Sheet Details [Abstract] | ||||||
Depreciation expense | $ 6,262 | $ 642 | $ 12,524 | $ 4,449 | $ 16,782 | |
Accrued compensation | $ 266,852 |
Balance Sheet Details (Detail_2
Balance Sheet Details (Details) - Schedule of prepaid expenses - USD ($) | Dec. 31, 2021 | Dec. 31, 2020 |
Schedule Of Prepaid Expenses Abstract | ||
Prepaid clinical costs | $ 488,614 | |
Other prepaid expenses | 148,728 | 128,000 |
Total prepaid expenses | $ 637,342 | $ 128,000 |
Balance Sheet Details (Detail_3
Balance Sheet Details (Details) - Schedule of property and equipment, net - USD ($) | Jun. 30, 2022 | Dec. 31, 2021 |
Schedule Of Property And Equipment Net Abstract | ||
Lab Equipment | $ 131,963 | $ 131,963 |
Total property and equipment, gross | 131,963 | 131,963 |
Accumulated depreciation | (29,306) | (16,782) |
Total property and equipment, net | $ 102,657 | $ 115,181 |
Balance Sheet Details (Detail_4
Balance Sheet Details (Details) - Schedule of current liabilities - USD ($) | Jun. 30, 2022 | Dec. 31, 2021 | Dec. 31, 2020 |
Schedule Of Current Liabilities Abstract | |||
Accounts payable | $ 596,261 | $ 865,901 | |
Accrued payroll and related expenses | 756,729 | 266,852 | |
Accrued clinical study expenses | 327,244 | 40,329 | |
Accrued professional fees | 294,130 | 23,216 | |
Accrued clinical development costs | 145,566 | ||
Accrued other expenses | 5,000 | 12,478 | |
Lease liability | 16,752 | ||
Total current liabilities | $ 5,996,963 | $ 2,141,682 | $ 1,208,776 |
Commitments and Contingencies_2
Commitments and Contingencies (Details) | 1 Months Ended | 3 Months Ended | 6 Months Ended | 12 Months Ended | |||||||||
Feb. 18, 2022 USD ($) | Jan. 10, 2022 USD ($) | Jan. 06, 2022 shares | Oct. 31, 2021 USD ($) | Feb. 28, 2021 USD ($) | Jun. 30, 2022 USD ($) | Jun. 30, 2021 USD ($) | Jun. 30, 2022 USD ($) | Jun. 30, 2021 USD ($) | Dec. 31, 2021 USD ($) | Jan. 04, 2022 USD ($) shares | Feb. 28, 2021 m² | Feb. 28, 2021 ft² | |
Commitments and Contingencies (Details) [Line Items] | |||||||||||||
Area of laboratory space subject to lease | m² | 11,011 | ||||||||||||
Security deposit required to maintain | $ 5,564 | ||||||||||||
Operating lease term | 1 year | ||||||||||||
Rent expense | $ 171.93 | $ 15,067 | $ 32,260 | $ 25,112 | |||||||||
Incremental borrowing rate | 7.73% | ||||||||||||
Common stocks transferred (in Shares) | shares | 245,019 | ||||||||||||
Interest incurred | 0 | 14,383 | |||||||||||
Total expense incurred for upfront, monthly and interest payments | 209,536 | 417,976 | |||||||||||
Interest payments | 223,285 | 537,142 | |||||||||||
Future minimum annual obligations during remainder of fiscal year 2022 | $ 297,714 | 297,714 | |||||||||||
Unpaid banking advisory fees | $ 2,700,000 | ||||||||||||
Unpaid banking advisory fees in form of equity | 2,600,000 | ||||||||||||
Transaction expenses | 8,500,000 | ||||||||||||
Deferred underwriting fees | $ 1,500,000 | ||||||||||||
Petra Common Stock [Member] | |||||||||||||
Commitments and Contingencies (Details) [Line Items] | |||||||||||||
Aggregate shares purchased (in Shares) | shares | 432,072 | ||||||||||||
Convertible Debt [Member] | |||||||||||||
Commitments and Contingencies (Details) [Line Items] | |||||||||||||
Fixed annual interest rate | 10% | ||||||||||||
Convertible Debt [Member] | Maximum [Member] | |||||||||||||
Commitments and Contingencies (Details) [Line Items] | |||||||||||||
Debt instrument face amount | $ 2,500,000 | ||||||||||||
Convertible Debt [Member] | Petra Common Stock [Member] | |||||||||||||
Commitments and Contingencies (Details) [Line Items] | |||||||||||||
Aggregate shares purchased (in Shares) | shares | 245,019 | ||||||||||||
Original Lease [Member] | |||||||||||||
Commitments and Contingencies (Details) [Line Items] | |||||||||||||
Area of laboratory space subject to lease | 2,140 | 2,140 | |||||||||||
Security deposit required to maintain | $ 5,564 | ||||||||||||
Original Lease | $ 70,313 | $ 70,313 | |||||||||||
Operating lease, weighted-average discount rate | 7.73% | ||||||||||||
Rent expense | $ 55,246 | ||||||||||||
First Amendment [Member] | |||||||||||||
Commitments and Contingencies (Details) [Line Items] | |||||||||||||
Original Lease | $ 51,578 | ||||||||||||
Rent expense | $ 51,578 | ||||||||||||
Operating lease | $ 34,385 | ||||||||||||
Premium Finance Agreement [Member] | |||||||||||||
Commitments and Contingencies (Details) [Line Items] | |||||||||||||
Debt instrument face amount | $ 825,000 | ||||||||||||
Fixed annual interest rate | 3.57% | ||||||||||||
Monthly payable amount | $ 9,856 | ||||||||||||
Monthly payments | $ 74,428 | ||||||||||||
Debt instrument maturity date | Oct. 10, 2022 | ||||||||||||
Upfront payment due | $ 165,000 |
Commitments and Contingencies_3
Commitments and Contingencies (Details) - Schedule of future minimum lease payments under the operating lease | 12 Months Ended |
Dec. 31, 2021 USD ($) | |
Schedule Of Future Minimum Lease Payments Under The Operating Lease Abstract | |
2022 | $ 16,859 |
Total future minimum lease payments | 16,859 |
Less discount | 107 |
Total lease liability | $ 16,752 |
Preferred Stock (Details)
Preferred Stock (Details) - USD ($) | 1 Months Ended | 6 Months Ended | 12 Months Ended | ||||||
Jan. 31, 2021 | Jan. 27, 2021 | Dec. 31, 2020 | Aug. 31, 2020 | Jun. 30, 2022 | Dec. 31, 2021 | Dec. 31, 2020 | Mar. 31, 2022 | Jun. 30, 2021 | |
Preferred Stock (Details) [Line Items] | |||||||||
Preferred stock, shares issued | 2,000,000 | ||||||||
Preferred stock, par value (in Dollars per share) | $ 0.001 | $ 0.001 | |||||||
Outstanding net proceeds received (in Dollars) | $ 3,500,000 | ||||||||
Issuance cost (in Dollars) | $ 500,000 | ||||||||
Market price (in Dollars per share) | $ 12.72 | ||||||||
Preferred stock, dividend rate | 8% | ||||||||
Incur debt (in Dollars) | $ 2,000,000 | ||||||||
Excess of common stock outstanding | 21,136 | 4,576,572 | |||||||
Conversion rate | 2.725 | 2.725 | |||||||
Maximum [Member] | |||||||||
Preferred Stock (Details) [Line Items] | |||||||||
Preferred stock, shares authorized | 2,000,000 | 5,000,000 | |||||||
Series A Preferred Stock Purchase Agreement [Member] | |||||||||
Preferred Stock (Details) [Line Items] | |||||||||
Preferred stock, shares issued | 628,930 | 628,930 | |||||||
Preferred stock, par value (in Dollars per share) | $ 6.36 | $ 6.36 | |||||||
Net proceeds from issuance of preferred stock (in Dollars) | $ 3,900,000 | ||||||||
Net proceeds received (in Dollars) | $ 400,000 | ||||||||
Series A Preferred Stock [Member] | |||||||||
Preferred Stock (Details) [Line Items] | |||||||||
Preferred stock, shares issued | 628,930 | 0 | 628,930 | 628,930 | |||||
Preferred stock, par value (in Dollars per share) | $ 0.001 | $ 0.001 | $ 0.001 | $ 0.001 | |||||
Net proceeds from issuance of preferred stock (in Dollars) | $ 3,900,000 | ||||||||
Subscription receivable (in Dollars) | $ 3,500,000 | $ 3,500,000 | |||||||
Issuance cost (in Dollars) | $ 96,000 | ||||||||
Preferred stock, shares authorized | 628,930 | 0 | 628,930 | 628,930 | |||||
Preferred stock converted into shares of common stock | 1,713,965 | ||||||||
Shares issued, price per share (in Dollars per share) | $ 6.36 | $ 6.36 | |||||||
Series A-1 Preferred Stock Purchase Agreement [Member] | |||||||||
Preferred Stock (Details) [Line Items] | |||||||||
Preferred stock, shares issued | 684,450 | ||||||||
Preferred stock, par value (in Dollars per share) | $ 6.36 | ||||||||
Net proceeds received (in Dollars) | $ 3,900,000 | ||||||||
Issuance cost (in Dollars) | $ 448,000 | ||||||||
Series A-1 Preferred Stock [Member] | |||||||||
Preferred Stock (Details) [Line Items] | |||||||||
Preferred stock, shares issued | 684,450 | 0 | 0 | 684,450 | 0 | ||||
Preferred stock, par value (in Dollars per share) | $ 0.001 | $ 0.001 | $ 0.001 | $ 0.001 | |||||
Net proceeds from issuance of preferred stock (in Dollars) | $ 3,900,000 | ||||||||
Preferred stock, shares authorized | 1,100,000 | 0 | 1,100,000 | 1,100,000 | |||||
Preferred stock converted into shares of common stock | 1,865,238 | ||||||||
Conversion rate | 2.725 | ||||||||
Shares issued, price per share (in Dollars per share) | $ 6.36 |
Common Stock (Details)
Common Stock (Details) - USD ($) | 1 Months Ended | 6 Months Ended | 12 Months Ended | |||||||
Feb. 04, 2022 | Feb. 02, 2022 | Jan. 23, 2022 | Feb. 22, 2022 | Jan. 31, 2021 | Jun. 30, 2022 | Dec. 31, 2021 | Dec. 31, 2020 | Jan. 31, 2022 | Aug. 31, 2020 | |
Common Stock (Details) [Line Items] | ||||||||||
Common stock, authorized | 100,000,000 | 11,000,000 | 11,000,000 | |||||||
Common stock, par value (in Dollars per share) | $ 0.001 | $ 0.001 | $ 0.001 | |||||||
Common stock share issued | 1 | 1 | ||||||||
Common stock share outstanding | 1 | 12,944,213 | ||||||||
Sale and issuance of common stock. (in Dollars) | $ 500,000 | |||||||||
Net proceeds (in Dollars) | $ 6,100,000 | |||||||||
Aggregate shares | 3,072,870 | 3,072,870 | ||||||||
Common stock, outstanding | 15,082,771 | 2,308,877 | 2,293,154 | |||||||
Net proceeds from the Business Combination (in Dollars) | $ 11,900,000 | |||||||||
Escrowed amount (in Dollars) | 7,700,000 | $ 7,600,000 | ||||||||
Released amount (in Dollars) | $ 4,200,000 | $ 4,200,000 | ||||||||
Share issued | 3,480,692 | 3,480,692 | ||||||||
Common stock, issued | 15,082,771 | 2,308,877 | 2,293,154 | |||||||
Cash dividend (in Dollars) | $ 0 | |||||||||
Common Stock [Member] | ||||||||||
Common Stock (Details) [Line Items] | ||||||||||
Common stock, authorized | 11,000,000 | |||||||||
Common stock, par value (in Dollars per share) | $ 0.001 | |||||||||
Common stock share issued | 1.4 | 2,308,877 | 2,293,154 | |||||||
Common stock share outstanding | 2,308,877 | 2,293,154 | ||||||||
Sale and issuance of common stock. (in Dollars) | $ 600,000 | $ 6,100,000 | $ 5,500,000 | |||||||
Net proceeds for common stock (in Dollars) | $ 37,000,000,000 | |||||||||
Common stock, outstanding | 12,944,213 | |||||||||
Share issued | 10,500,000 | |||||||||
Pre-Funded Warrants [Member] | ||||||||||
Common Stock (Details) [Line Items] | ||||||||||
Share issued | 1,293,541 | |||||||||
Purchase price (in Dollars per share) | $ 12.94 | |||||||||
Shares of common stock | 1,293,541 | |||||||||
Warrant [Member] | ||||||||||
Common Stock (Details) [Line Items] | ||||||||||
Purchase price (in Dollars per share) | $ 5,073 | |||||||||
Shares of common stock | 1,891 | 165,976 | ||||||||
Purchase price (in Dollars) | $ 5,073 | |||||||||
Common stock purchase agreements [Member] | ||||||||||
Common Stock (Details) [Line Items] | ||||||||||
Issuance of common stock | 6,292,140 | |||||||||
Purchase Agreements [Member] | ||||||||||
Common Stock (Details) [Line Items] | ||||||||||
Sale and issuance of common stock. (in Dollars) | $ 37,000 | |||||||||
PIPE Investment [Member] | ||||||||||
Common Stock (Details) [Line Items] | ||||||||||
Net proceeds (in Dollars) | $ 7,300,000 | |||||||||
Share issued | 1,293,126 | |||||||||
Forward Share Purchase agreement [Member] | ||||||||||
Common Stock (Details) [Line Items] | ||||||||||
Cancelled shares | 750,000 | |||||||||
Escrow amount (in Dollars) | $ 7,700,000 | |||||||||
Common Stock Issuance [Member] | ||||||||||
Common Stock (Details) [Line Items] | ||||||||||
Common stock, issued | 300,000 | |||||||||
Business Combination [Member] | ||||||||||
Common Stock (Details) [Line Items] | ||||||||||
Common stock, authorized | 100,000,000 | 29,977,303 | ||||||||
Common stock, par value (in Dollars per share) | $ 0.001 | $ 0.001 | ||||||||
Aggregate shares | 9,871,343 | 9,871,343 | ||||||||
Business Combination [Member] | Forward Share Purchase agreement [Member] | ||||||||||
Common Stock (Details) [Line Items] | ||||||||||
Cancelled shares | 750,000 | |||||||||
Escrow amount (in Dollars) | $ 7,700,000 |
Common Stock (Details) - Schedu
Common Stock (Details) - Schedule of shares of common stock reserved for issuance - shares | Jun. 30, 2022 | Dec. 31, 2021 | Jun. 30, 2021 | Dec. 31, 2020 |
Common Stock (Details) - Schedule of shares of common stock reserved for issuance [Line Items] | ||||
Total common stock reserved for issuance | 15,381,501 | 1,544,038 | 4,207,776 | 666,705 |
Warrants [Member] | ||||
Common Stock (Details) - Schedule of shares of common stock reserved for issuance [Line Items] | ||||
Total common stock reserved for issuance | 61,600 | |||
Series A Preferred Stock [Member] | ||||
Common Stock (Details) - Schedule of shares of common stock reserved for issuance [Line Items] | ||||
Total common stock reserved for issuance | 628,930 | 1,713,965 | 628,930 | |
Series A-1 Preferred Stock [Member] | ||||
Common Stock (Details) - Schedule of shares of common stock reserved for issuance [Line Items] | ||||
Total common stock reserved for issuance | 684,450 | 1,865,238 | ||
Unvested RSU awards [Member] | ||||
Common Stock (Details) - Schedule of shares of common stock reserved for issuance [Line Items] | ||||
Total common stock reserved for issuance | 169,058 | 37,775 |
Stock-Based Compensation (Detai
Stock-Based Compensation (Details) - USD ($) | 6 Months Ended | 12 Months Ended | |||||
Dec. 30, 2020 | Oct. 01, 2020 | Jun. 30, 2022 | Dec. 31, 2021 | Dec. 31, 2020 | Jan. 31, 2022 | Jan. 01, 2022 | |
Stock-Based Compensation (Details) [Line Items] | |||||||
Share of common stock | 1 | 1 | |||||
Percentage of aggregate number of outstanding shares of common stock | 10% | ||||||
Conversion rate | 2.725 | 2.725 | |||||
Common stock shares | 1 | 12,944,213 | |||||
Common Stock [Member] | |||||||
Stock-Based Compensation (Details) [Line Items] | |||||||
Share of common stock | 1.4 | 2,308,877 | 2,293,154 | ||||
Common stock shares | 2,308,877 | 2,293,154 | |||||
Two Thousand and Twenty Equity Incentive Plan [Member] | |||||||
Stock-Based Compensation (Details) [Line Items] | |||||||
Shares authorized | 150,000 | ||||||
Stock-based awards granted (in Dollars) | $ 325,000 | ||||||
Shares available for future grant | 885,693 | 155,942 | |||||
Additional shares available for grant | 0 | ||||||
2021 Equity Incentive Plan [Member] | |||||||
Stock-Based Compensation (Details) [Line Items] | |||||||
Shares authorized | 1,294,421 | ||||||
Shares available for future grant | 939,969 | ||||||
Minimum [Member] | |||||||
Stock-Based Compensation (Details) [Line Items] | |||||||
Vesting period | 1 year | 1 year | |||||
Maximum [Member] | |||||||
Stock-Based Compensation (Details) [Line Items] | |||||||
Vesting period | 4 years | 4 years | |||||
Time-based Restricted Stock Units [Member] | |||||||
Stock-Based Compensation (Details) [Line Items] | |||||||
Vesting, description | Under time-based vesting conditions, the Rollover RSU awards vest quarterly over one year for grants to the Board of Directors and quarterly over four years or 25% on the one year anniversary and the remainder vesting monthly thereafter for grants to officers, employees and consultants. | ||||||
Time-based Restricted Stock Units [Member] | Officers, Employees and Consultants [Member] | |||||||
Stock-Based Compensation (Details) [Line Items] | |||||||
Vesting period | 4 years | ||||||
Vesting percentage | 25% | ||||||
Rollover Restricted Stock Units Member | |||||||
Stock-Based Compensation (Details) [Line Items] | |||||||
Options, granted | 460,706 | 131,283 | |||||
Grant date fair value (in Dollars) | $ 1,075,244 | $ 834,960 | |||||
Stock-based compensation expense for RSU awards (in Dollars) | 470,878 | $ 29,232 | |||||
Unrecognized stock-based compensation expense related to unvested awards (in Dollars) | $ 457,401 | $ 575,100 | |||||
Unrecognized stock-based compensation expense, estimated period for recognition | 2 years 7 months 6 days | 2 years 1 month 6 days | |||||
Awards vested, but not issued | 262,042 | ||||||
Restricted Stock Units (RSUs) [Member] | Two Thousand and Twenty Equity Incentive Plan [Member] | |||||||
Stock-Based Compensation (Details) [Line Items] | |||||||
Options, granted | 460,706 | ||||||
Incentive Stock Options [Member] | Maximum [Member] | |||||||
Stock-Based Compensation (Details) [Line Items] | |||||||
Exercisable period | 5 years | ||||||
Incentive Stock Options [Member] | Scenario One [Member] | Minimum [Member] | |||||||
Stock-Based Compensation (Details) [Line Items] | |||||||
Exercise price based on estimated fair market value of common stock | 110% | ||||||
Stock Options [Member] | |||||||
Stock-Based Compensation (Details) [Line Items] | |||||||
Options, granted | 354,452 | ||||||
Grant date fair value (in Dollars) | $ 741,766 | ||||||
Unrecognized stock-based compensation expense, estimated period for recognition | 3 years 4 months 24 days | ||||||
Vesting, description | The Company has granted stock options which vest 25% on the one year anniversary of the grant date or the employees hiring date, with the remainder vesting quarterly thereafter for grants to officers and employees. | ||||||
Stock options, maximum term | 10 years | ||||||
Vested shares | 13,353 | ||||||
Weighted-average remaining contractual term of stock options | 9 years 8 months 12 days | ||||||
Unrecognized stock-based compensation expense related to unvested stock options (in Dollars) | $ 631,385 | ||||||
Stock Options [Member] | Share-Based Payment Arrangement, Tranche One [Member] | |||||||
Stock-Based Compensation (Details) [Line Items] | |||||||
Vesting percentage | 25% | ||||||
Equity Awards [Member] | |||||||
Stock-Based Compensation (Details) [Line Items] | |||||||
Vested shares | 0 | ||||||
Board of Directors Chairman [Member] | Minimum [Member] | |||||||
Stock-Based Compensation (Details) [Line Items] | |||||||
Exercise price based on estimated fair market value of common stock | 100% | ||||||
Board of Directors Chairman [Member] | Time-based Restricted Stock Units [Member] | |||||||
Stock-Based Compensation (Details) [Line Items] | |||||||
Vesting period | 1 year | 1 year | |||||
Officers, Employees and Consultants [Member] | Time-based Restricted Stock Units [Member] | Share-Based Payment Arrangement, Tranche One [Member] | |||||||
Stock-Based Compensation (Details) [Line Items] | |||||||
Vesting percentage | 25% | ||||||
Officers, Employees and Consultants [Member] | Time-based Restricted Stock Units [Member] | Scenario Two [Member] | |||||||
Stock-Based Compensation (Details) [Line Items] | |||||||
Vesting period | 4 years |
Stock-Based Compensation (Det_2
Stock-Based Compensation (Details) - Schedule of stock-based compensation expense - USD ($) | 12 Months Ended | |
Dec. 31, 2021 | Dec. 31, 2020 | |
Share-Based Payment Arrangement, Expensed and Capitalized, Amount [Line Items] | ||
Stock-based compensation expense | $ 470,878 | $ 29,232 |
General and administrative [Member] | ||
Share-Based Payment Arrangement, Expensed and Capitalized, Amount [Line Items] | ||
Stock-based compensation expense | 412,214 | 27,446 |
Research and development [Member] | ||
Share-Based Payment Arrangement, Expensed and Capitalized, Amount [Line Items] | ||
Stock-based compensation expense | $ 58,664 | $ 1,786 |
Warrants (Details)
Warrants (Details) - USD ($) | 1 Months Ended | 6 Months Ended | 12 Months Ended | ||
Feb. 02, 2022 | Feb. 22, 2022 | Jan. 31, 2021 | Jun. 30, 2022 | Dec. 31, 2021 | |
Warrants (Details) [Line Items] | |||||
Exercisable term | 6 years | ||||
Warrants exercised | $ 0 | ||||
Conversion rate | 2.725 | 2.725 | |||
Placement Agent Warrant Member | |||||
Warrants (Details) [Line Items] | |||||
Warrants to purchase an aggregate shares of common stock | 362,134 | 61,600 | |||
Warrant exercise price | $ 3.29 | $ 7.31 | |||
Proceeds from issuance of warrants | $ 508,797 | ||||
Warrant expiration date | Jan. 25, 2027 | ||||
Series A One Preferred Stock [Member] | |||||
Warrants (Details) [Line Items] | |||||
Proceeds from issuance of warrants | $ 326,675 | ||||
Public Warrants [Member] | |||||
Warrants (Details) [Line Items] | |||||
Purchase price | $ 0.01 | ||||
Rollover Warrants [Member] | |||||
Warrants (Details) [Line Items] | |||||
Warrant expiration date | Jan. 31, 2027 | ||||
Conversion rate | 2.725 | ||||
Warrant [Member] | |||||
Warrants (Details) [Line Items] | |||||
Purchase price | $ 5,073 | ||||
Warrants shares | 1,891 | 165,976 | |||
Common Warrants [Member] | |||||
Warrants (Details) [Line Items] | |||||
Warrants to purchase an aggregate shares of common stock | 2,586,667 | ||||
Warrant exercise price | $ 3.29 | ||||
Proceeds from issuance of warrants | $ 3,634,262 | ||||
Warrant expiration date | Jan. 25, 2027 | ||||
Pre-Funded Warrants [Member] | |||||
Warrants (Details) [Line Items] | |||||
Warrants to purchase an aggregate shares of common stock | 1,293,541 | ||||
Warrant exercise price | $ 0.00001 | ||||
Purchase price | $ 12.94 | ||||
Warrants shares | 1,293,541 | ||||
Minimum [Member] | Public Warrants [Member] | |||||
Warrants (Details) [Line Items] | |||||
Sale of stock price | $ 18 | ||||
IPO [Member] | Public Warrants [Member] | |||||
Warrants (Details) [Line Items] | |||||
Warrants to purchase an aggregate shares of common stock | 10,511,597 | ||||
Warrant exercise price | $ 11.5 | ||||
Warrant expiration date | Jan. 10, 2027 | ||||
Series A One Preferred Stock [Member] | Rollover Warrants [Member] | |||||
Warrants (Details) [Line Items] | |||||
Warrants to purchase an aggregate shares of common stock | 167,867 | ||||
Warrant exercise price | $ 2.68 | ||||
Proceeds from issuance of warrants | $ 326,675 |
Warrants (Details) - Schedule o
Warrants (Details) - Schedule of fair value of warrants estimated using black-scholes option pricing model | 12 Months Ended |
Dec. 31, 2021 | |
Schedule Of Fair Value Of Warrants Estimated Using Black Scholes Option Pricing Model Abstract | |
Volatility | 115% |
Expected term (years) | 6 years |
Risk-free interest rate | 0.85% |
Expected dividend yield |
Income Taxes (Details)
Income Taxes (Details) - USD ($) | 6 Months Ended | 8 Months Ended | 12 Months Ended | |
Jun. 30, 2022 | Jun. 30, 2021 | Dec. 31, 2020 | Dec. 31, 2021 | |
Income Tax Disclosure [Abstract] | ||||
Effective Income Tax Rate Reconciliation, Change in Deferred Tax Assets Valuation Allowance, Amount | $ 808,821 | $ 4,132,018 | ||
Net operating loss carryforwards | 12,468,027 | |||
Federal net operating losses carryforward | 13,221,253 | |||
Research and development | 91,217 | |||
Federal research tax credit carryforwards | $ 208,150 | |||
Net operating loss term | 5 years | |||
Taxable income net operating losses | 80% | |||
Provision for income taxes | $ 0 | $ 0 | ||
Unrecognized tax benefits | $ 0 |
Income Taxes (Details) - Schedu
Income Taxes (Details) - Schedule of provision for income taxes and income taxes computed | 8 Months Ended | 12 Months Ended |
Dec. 31, 2020 | Dec. 31, 2021 | |
Schedule Of Provision For Income Taxes And Income Taxes Computed Abstract | ||
Federal tax statutory rate | 21% | 21% |
State tax, net of federal benefit | 6.90% | 7.10% |
Research and development credits | 4.10% | 1.90% |
Non-deductible expenses | (2.30%) | |
Change in valuation allowance | (32.00%) | (27.70%) |
Effective tax rate |
Income Taxes (Details) - Sche_2
Income Taxes (Details) - Schedule of deferred tax assets - USD ($) | 8 Months Ended | 12 Months Ended |
Dec. 31, 2020 | Dec. 31, 2021 | |
Schedule Of Deferred Tax Assets Abstract | ||
Net operating loss carryforwards | $ 583,157 | $ 3,524,526 |
Research and development credits | 121,535 | 255,656 |
Other, net | 104,129 | 351,836 |
Total gross deferred tax assets | 808,821 | 4,132,018 |
Valuation allowance | (808,821) | (4,132,018) |
Net deferred tax assets |
Subsequent Events (Details)
Subsequent Events (Details) - USD ($) | 1 Months Ended | 3 Months Ended | 12 Months Ended | ||||||
Jul. 28, 2022 | Dec. 21, 2021 | Mar. 31, 2021 | Dec. 31, 2021 | Jun. 30, 2022 | Jan. 06, 2022 | Jan. 04, 2022 | Jun. 30, 2021 | Dec. 31, 2020 | |
Subsequent Events (Details) [Line Items] | |||||||||
Merger consideration, description | At the Closing Date, up to 10,500,000 shares of common stock were to be issued constituting the Merger Consideration, (i) an aggregate of 9,871,343 shares of common stock, including conversion of all outstanding shares of the Series A Preferred Stock and Series A-1 Preferred Stock, were issued in exchange for the Old Revelation stock outstanding as of immediately prior to the Effective Time, (ii) 167,867 shares of common stock were reserved for issuance for Revelation Rollover Warrants outstanding as of immediately prior to the Effective Time and (iii) 460,706 shares of common stock were reserved for issuance for Revelation Rollover RSU’s outstanding as of immediately prior to the Effective Time. | ||||||||
Common stock shares | 3,480,692 | 3,480,692 | |||||||
Common stock, outstanding | 12,944,213 | 1 | |||||||
Aggregate shares | 1,544,038 | 15,381,501 | 4,207,776 | 666,705 | |||||
Aggregate shares | 4,500,000 | ||||||||
Common Stock [Member] | |||||||||
Subsequent Events (Details) [Line Items] | |||||||||
Par value (in Dollars per share) | $ 0.001 | ||||||||
Common stock shares | 10,500,000 | ||||||||
Common stock, outstanding | 2,308,877 | 2,293,154 | |||||||
Aggregate shares | 1,294,421 | ||||||||
Issuance of common stock (Shares) | shares | 15,723 | 15,723 | |||||||
Placement Agent Warrants [Member] | |||||||||
Subsequent Events (Details) [Line Items] | |||||||||
Aggregate shares | 362,134 | ||||||||
Petra Common Stock [Member] | |||||||||
Subsequent Events (Details) [Line Items] | |||||||||
Aggregate shares | 432,072 | ||||||||
Shares issued, price per share (in Dollars per share) | $ 0.001 | ||||||||
Common stock shares | 31,500,000 | ||||||||
Subsequent Event [Member] | |||||||||
Subsequent Events (Details) [Line Items] | |||||||||
Convertible financing amount (in Dollars) | $ 2,500,000 | ||||||||
Fixed annual interest | 10% | ||||||||
Revelation purchased shares | 245,019 | ||||||||
Shares issued, price per share (in Dollars per share) | $ 0.6 | ||||||||
Issuance of common stock (Shares) | shares | 8,333,334 | ||||||||
Net proceeds received from public offering (in Dollars) | $ 4,400,000 | ||||||||
Percentage of placement agent cash fee on gross proceeds received | 7% | ||||||||
Placement agent cash fee amount (in Dollars) | $ 350,000 | ||||||||
Subsequent Event [Member] | New Common Stock Warrants [Member] | |||||||||
Subsequent Events (Details) [Line Items] | |||||||||
Warrants to purchase an aggregate shares of common stock | 8,333,334 | ||||||||
Warrant exercise price, per share (in Dollars per share) | $ 0.6 | ||||||||
Warrants and rights expiration period | 5 years | ||||||||
Aggregate value of warrants (in Dollars) | $ 4,500,000 | ||||||||
Subsequent Event [Member] | Placement Agent Warrants [Member] | |||||||||
Subsequent Events (Details) [Line Items] | |||||||||
Warrants to purchase an aggregate shares of common stock | 583,333 | ||||||||
Warrant exercise price, per share (in Dollars per share) | $ 0.75 | ||||||||
Warrants and rights expiration period | 5 years | ||||||||
Percentage of shares sold in public offering | 7% | ||||||||
Aggregate value of warrants (in Dollars) | $ 300,000 | ||||||||
Business Combination [Member] | |||||||||
Subsequent Events (Details) [Line Items] | |||||||||
Business combination, description | The pre-merger stockholders of Petra retained an aggregate of 3,072,870 shares of common stock of Petra, representing 23.7% ownership of the post-Merger company. Therefore, upon consummation of the Business Combination, there was a change in control of Petra, with the former owners of Revelation effectively acquiring control of Petra.Additionally, in connection with the Business Combination, stockholders holding 3,480,692 shares of Petra common stock exercised their right to redeem such shares for cash at a price of approximately $10.20 per share for payments in the aggregate of approximately $35.5 million. On the Closing Date, approximately $7.6 million was escrowed pursuant to the Forward Share Purchase Agreement entered into by and between Petra and Meteora and approximately $4.2 million was released to Revelation. |
Business Combination (Details)
Business Combination (Details) - USD ($) | 1 Months Ended | 6 Months Ended | 12 Months Ended | ||||||
Feb. 10, 2022 | Feb. 04, 2022 | Jan. 06, 2022 | Feb. 22, 2022 | Dec. 21, 2021 | Jun. 30, 2022 | Dec. 31, 2021 | Jun. 30, 2021 | Dec. 31, 2020 | |
Business Combination (Details) [Line Items] | |||||||||
Common stock, par value (in Dollars per share) | $ 0.001 | $ 0.001 | $ 0.001 | ||||||
Common stock aggregate shares (in Shares) | 3,072,870 | 3,072,870 | |||||||
Common stock reserved for issuance (in Shares) | 167,867 | ||||||||
Common stock reserved for issuance (in Shares) | 15,381,501 | 1,544,038 | 4,207,776 | 666,705 | |||||
Common stock shares issued (in Shares) | 12,944,213 | ||||||||
Common stock shares outstanding (in Shares) | 1,294,421 | ||||||||
Business combination, shares issued (in Shares) | 3,480,692 | 3,480,692 | |||||||
Cash price per share (in Dollars per share) | $ 10.2 | $ 10.2 | |||||||
Aggregate share value | $ 35,500,000 | $ 35,500,000 | |||||||
Escrowed amount | 7,700,000 | 7,600,000 | |||||||
Released amount | 4,200,000 | $ 4,200,000 | |||||||
Promissory notes | $ 796,882 | ||||||||
Petra Share Repurchase [Member] | |||||||||
Business Combination (Details) [Line Items] | |||||||||
Business combination, shares issued (in Shares) | 750,000 | 750,000 | |||||||
Conversion rate (in Dollars per share) | $ 10.2031 | ||||||||
Forward Share Purchase agreement [Member] | |||||||||
Business Combination (Details) [Line Items] | |||||||||
Shares repurchased (in Shares) | 750,000 | ||||||||
Shares amount repurchased escrowed and returned | $ 7,700,000 | ||||||||
Petra Acquisition, Inc [Member] | |||||||||
Business Combination (Details) [Line Items] | |||||||||
Ownership percentage | 23.70% | 23.70% | |||||||
Petra Common Stock [Member] | |||||||||
Business Combination (Details) [Line Items] | |||||||||
Common stock, par value (in Dollars per share) | $ 0.001 | ||||||||
Common stock reserved for issuance (in Shares) | 432,072 | ||||||||
Aggregate purchase price | $ 4,500,000 | ||||||||
Common stock, redemption value | $ 4,500,000 | $ 31,500,000 | |||||||
Aggregate shares purchased (in Shares) | 432,072 | ||||||||
Restricted Stock Units (RSUs) [Member] | |||||||||
Business Combination (Details) [Line Items] | |||||||||
Common stock reserved for issuance (in Shares) | 460,706 | ||||||||
Business Combination [Member] | |||||||||
Business Combination (Details) [Line Items] | |||||||||
Common stock, par value (in Dollars per share) | $ 0.001 | $ 0.001 | |||||||
Common stock constituting shares (in Shares) | 10,500,000 | 10,500,000 | |||||||
Common stock aggregate shares (in Shares) | 9,871,343 | 9,871,343 | |||||||
Business Combination [Member] | Forward Share Purchase agreement [Member] | |||||||||
Business Combination (Details) [Line Items] | |||||||||
Shares repurchased (in Shares) | 750,000 | ||||||||
Shares amount repurchased escrowed and returned | $ 7,700,000 | ||||||||
Petra Acquisition, Inc [Member] | |||||||||
Business Combination (Details) [Line Items] | |||||||||
Promissory notes | $ 105,490 | $ 691,392 | |||||||
Total principal amount | $ 750,000 | ||||||||
Accrued interest | 46,882 | ||||||||
Goodwill | 0 | ||||||||
Other intangible assets | $ 0 |
Balance Sheet Details (Detail_5
Balance Sheet Details (Details) - Schedule of prepaid expenses and other current assets - USD ($) | Jun. 30, 2022 | Dec. 31, 2021 |
Schedule Of Prepaid Expenses And Other Current Assets Abstract | ||
Prepaid clinical costs | $ 488,614 | |
Prepaid insurance | 412,500 | |
Other prepaid expenses & current assets | 162,981 | 148,728 |
Total prepaid expenses & current assets | $ 575,481 | $ 637,342 |
Balance Sheet Details (Detail_6
Balance Sheet Details (Details) - Schedule of property and equipment, net - USD ($) | Jun. 30, 2022 | Dec. 31, 2021 |
Schedule Of Property And Equipment Net Abstract | ||
Lab equipment | $ 131,963 | $ 131,963 |
Total property and equipment, gross | 131,963 | 131,963 |
Accumulated depreciation | (29,306) | (16,782) |
Total property and equipment, net | $ 102,657 | $ 115,181 |
Balance Sheet Details (Detail_7
Balance Sheet Details (Details) - Schedule of accrued expenses - USD ($) | Jun. 30, 2022 | Dec. 31, 2021 |
Schedule Of Accrued Expenses Abstract | ||
Accrued payroll and related expenses | $ 978,343 | $ 756,729 |
Accrued clinical study expenses | 327,244 | |
Accrued professional fees | 799,023 | 294,130 |
Accrued clinical development costs | 68,300 | 145,566 |
Accrued other expenses | 30,229 | 5,000 |
Premium Finance Agreement | 293,333 | |
Total accrued expenses | $ 2,169,228 | $ 1,528,669 |
PIPE Investment (Details)
PIPE Investment (Details) - USD ($) | 1 Months Ended | 3 Months Ended | 6 Months Ended | |
Feb. 22, 2022 | Jan. 23, 2022 | Mar. 31, 2022 | Jun. 30, 2022 | |
PIPE Investment (Details) [Line Items] | ||||
Net proceeds | $ 7,262,219 | |||
Expire year description | Each Common Warrant has an exercise price of $3.29 per share of common stock, is exercisable at any time after the sixth month anniversary of the date of issuance, will expire five and one-half years from the date of issuance and is subject to customary adjustments. | |||
Pre-Funded Warrants [Member] | ||||
PIPE Investment (Details) [Line Items] | ||||
Shares of common stock | 1,293,541 | 1,293,541 | ||
Purchase price per shares | $ 12.94 | |||
Common Warrants [Member] | ||||
PIPE Investment (Details) [Line Items] | ||||
Unregistered warrants | 2,586,667 | |||
Aggregate value | $ 3,600,000 | |||
Placement Agent [Member] | ||||
PIPE Investment (Details) [Line Items] | ||||
Cash fee equal ,percentage | 6% | |||
Gross proceeds | $ 465,600 | |||
Warrants to purchase of common stock | 362,134 | |||
Aggregate number ,percentage | 7% | |||
Private Placement [Member] | ||||
PIPE Investment (Details) [Line Items] | ||||
Aggregate value | $ 500,000 | |||
Securities Purchase Agreement [Member] | ||||
PIPE Investment (Details) [Line Items] | ||||
Shares of common stock | 1,293,126 | |||
Gross purchase price per share | $ 3 | |||
Net proceeds | $ 7,300,000 | |||
Percentage exceeds | 9.99% | |||
Securities Purchase Agreement [Member] | Pre-Funded Warrants [Member] | ||||
PIPE Investment (Details) [Line Items] | ||||
Warrant price per share | $ 3 | |||
Exercise price per share | $ 0.00001 | |||
Exceed outstanding percentage | 9.99% | |||
Securities Purchase Agreement [Member] | Warrant [Member] | ||||
PIPE Investment (Details) [Line Items] | ||||
Exercise price per share | $ 3.29 | |||
Exceed outstanding percentage | 4.99% |
Units (Details)
Units (Details) - $ / shares | 6 Months Ended | ||
Jun. 30, 2022 | Jun. 30, 2021 | Oct. 31, 2020 | |
Units (Details) [Line Items] | |||
Common stock units outstanding | 21,136 | 4,576,572 | |
Public warrants outstanding | 21,136 | ||
IPO [Member] | |||
Units (Details) [Line Items] | |||
Share Price (in Dollars per share) | $ 11.5 |
Common Stock (Details) - Sche_2
Common Stock (Details) - Schedule of shares of common stock reserved for issuance - shares | Jun. 30, 2022 | Dec. 31, 2021 | Jun. 30, 2021 | Dec. 31, 2020 |
Common Stock (Details) - Schedule of shares of common stock reserved for issuance [Line Items] | ||||
Common stock reserved for issuance | 15,381,501 | 1,544,038 | 4,207,776 | 666,705 |
Public Warrants [Member] | ||||
Common Stock (Details) - Schedule of shares of common stock reserved for issuance [Line Items] | ||||
Common stock reserved for issuance | 10,511,597 | |||
Common Warrants [Member] | ||||
Common Stock (Details) - Schedule of shares of common stock reserved for issuance [Line Items] | ||||
Common stock reserved for issuance | 2,586,667 | |||
Placement Agent Warrants [Member] | ||||
Common Stock (Details) - Schedule of shares of common stock reserved for issuance [Line Items] | ||||
Common stock reserved for issuance | 362,134 | |||
Rollover Warrants [Member] | ||||
Common Stock (Details) - Schedule of shares of common stock reserved for issuance [Line Items] | ||||
Common stock reserved for issuance | 165,976 | 167,867 | ||
Series A Preferred Stock [Member] | ||||
Common Stock (Details) - Schedule of shares of common stock reserved for issuance [Line Items] | ||||
Common stock reserved for issuance | 628,930 | 1,713,965 | 628,930 | |
Series A-1 Preferred Stock [Member] | ||||
Common Stock (Details) - Schedule of shares of common stock reserved for issuance [Line Items] | ||||
Common stock reserved for issuance | 684,450 | 1,865,238 | ||
Unvested and Unissued Rollover RSU awards [Member] | ||||
Common Stock (Details) - Schedule of shares of common stock reserved for issuance [Line Items] | ||||
Common stock reserved for issuance | 460,706 | 460,706 | ||
Stock options outstanding [Member] | ||||
Common Stock (Details) - Schedule of shares of common stock reserved for issuance [Line Items] | ||||
Common stock reserved for issuance | 354,452 | |||
Dilutive shares reserved for issuance [Member] | ||||
Common Stock (Details) - Schedule of shares of common stock reserved for issuance [Line Items] | ||||
Common stock reserved for issuance | 14,441,532 | 4,207,776 | ||
Shares available for future stock grants under the 2021 Equity Incentive Plan [Member] | ||||
Common Stock (Details) - Schedule of shares of common stock reserved for issuance [Line Items] | ||||
Common stock reserved for issuance | 939,969 |
Stock-Based Compensation (Det_3
Stock-Based Compensation (Details) - Schedule of fair value of stock options assumptions - Share-Based Payment Arrangement, Option [Member] | 6 Months Ended |
Jun. 30, 2022 | |
Stock-Based Compensation (Details) - Schedule of fair value of stock options assumptions [Line Items] | |
Volatility | 70.50% |
Expected term (years) | 6 years 1 month 9 days |
Risk-free interest rate | 1.92% |
Expected dividend yield | 0% |
Stock-Based Compensation (Det_4
Stock-Based Compensation (Details) - Schedule of stock-based compensation expense - USD ($) | 3 Months Ended | 6 Months Ended | ||
Jun. 30, 2022 | Jun. 30, 2021 | Jun. 30, 2022 | Jun. 30, 2021 | |
General and administrative: | ||||
Total stock-based compensation expense | $ 90,188 | $ 131,321 | $ 228,080 | $ 233,646 |
General and administrative stock-based compensation expense [Member] | ||||
General and administrative: | ||||
Total stock-based compensation expense | 51,724 | 114,527 | 131,808 | 208,567 |
General and administrative stock-based compensation expense [Member] | Restricted Stock Units (RSUs) [Member] | ||||
General and administrative: | ||||
Total stock-based compensation expense | 27,033 | 114,527 | 84,112 | 208,567 |
General and administrative stock-based compensation expense [Member] | Stock Options [Member] | ||||
General and administrative: | ||||
Total stock-based compensation expense | 24,691 | 47,696 | ||
Research and development stock-based compensation expense [Member] | ||||
General and administrative: | ||||
Total stock-based compensation expense | 38,464 | 16,794 | 96,272 | 25,079 |
Research and development stock-based compensation expense [Member] | Restricted Stock Units (RSUs) [Member] | ||||
General and administrative: | ||||
Total stock-based compensation expense | 16,795 | 16,794 | 33,587 | 25,079 |
Research and development stock-based compensation expense [Member] | Stock Options [Member] | ||||
General and administrative: | ||||
Total stock-based compensation expense | $ 21,669 | $ 62,685 |
Warrants (Details) - Schedule_2
Warrants (Details) - Schedule of Fair Value of Warrants Estimated Using Black-Scholes Option Pricing Model | 6 Months Ended |
Jun. 30, 2022 | |
Rollover Warrants [Member] | |
Warrants (Details) - Schedule of Fair Value of Warrants Estimated Using Black-Scholes Option Pricing Model [Line Items] | |
Volatility | 115% |
Expected term (years) | 6 years |
Risk-free interest rate | 0.85% |
Expected dividend yield | |
Common Warrants [Member] | |
Warrants (Details) - Schedule of Fair Value of Warrants Estimated Using Black-Scholes Option Pricing Model [Line Items] | |
Volatility | 47% |
Expected term (years) | 5 years |
Risk-free interest rate | 1.54% |
Expected dividend yield | |
Placement Agent Warrants [Member] | |
Warrants (Details) - Schedule of Fair Value of Warrants Estimated Using Black-Scholes Option Pricing Model [Line Items] | |
Volatility | 47% |
Expected term (years) | 5 years |
Risk-free interest rate | 1.54% |
Expected dividend yield |