Document and Entity Information
Document and Entity Information - USD ($) | 12 Months Ended | ||
Dec. 31, 2022 | Mar. 16, 2023 | Jun. 30, 2022 | |
Cover [Abstract] | |||
Document Type | 10-K | ||
Amendment Flag | false | ||
Document Period End Date | Dec. 31, 2022 | ||
Document Fiscal Year Focus | 2022 | ||
Document Fiscal Period Focus | FY | ||
Entity Registrant Name | Coya Therapeutics, Inc. | ||
Entity Central Index Key | 0001835022 | ||
Entity Current Reporting Status | Yes | ||
Entity Voluntary Filers | No | ||
Entity Interactive Data Current | Yes | ||
Current Fiscal Year End Date | --12-31 | ||
Entity Filer Category | Non-accelerated Filer | ||
ICFR Auditor Attestation Flag | false | ||
Entity Well-known Seasoned Issuer | No | ||
Entity Public Float | $ 0 | ||
Entity Shell Company | false | ||
Entity Small Business | true | ||
Entity Emerging Growth Company | true | ||
Entity Ex Transition Period | false | ||
Security12b Title | Common Stock, par value $0.0001 per share | ||
Trading Symbol | COYA | ||
Security Exchange Name | NASDAQ | ||
Entity File Number | 001-41583 | ||
Entity Incorporation State Country Code | DE | ||
Entity Tax Identification Number | 85-4017781 | ||
Entity Address Address Line1 | 5850 San Felipe St., Suite 500 | ||
Entity Address City Or Town | Houston | ||
Entity Address State Or Province | TX | ||
Entity Address Postal Zip Code | 77057 | ||
City Area Code | 800 | ||
Local Phone Number | 587-8170 | ||
Document Annual Report | true | ||
Document Transition Report | false | ||
Documents Incorporated By Reference | DOCUMENTS INCORPORATED BY REFERENCE Portions of the registrant’s proxy statement for the 2023 annual meeting of stockholders to be filed pursuant to Regulation 14A within 120 days after the registrant’s fiscal year ended December 31, 2022, are incorporated by reference in Part III of this Form 10-K. | ||
Auditor Firm ID | 410 | ||
Auditor Name | Weaver and Tidwell, L.L.P. | ||
Auditor Location | Austin, Texas | ||
Entity Common Stock, Shares Outstanding | 9,947,915 |
BALANCE SHEETS
BALANCE SHEETS - USD ($) | Dec. 31, 2022 | Dec. 31, 2021 |
Current Assets: | ||
Cash and cash equivalents | $ 5,933,702 | $ 4,340,178 |
Prepaids and other current assets | 1,251,264 | 244,080 |
Total current assets | 7,184,966 | 4,584,258 |
Fixed assets, net | 93,310 | 120,671 |
Deferred financing costs | 1,117,290 | 87,181 |
Total assets | 8,395,566 | 4,792,110 |
Current liabilities: | ||
Accounts payable | 1,815,270 | 857,567 |
Accrued expenses | 2,008,361 | 290,816 |
Total current liabilities | 3,823,631 | 1,148,383 |
Convertible promissory notes | 12,965,480 | |
Total liabilities | 16,789,111 | 1,148,383 |
Commitments and contingencies (Note 8) | ||
Stockholders' (deficit) equity: | ||
Series A convertible preferred stock, $0.0001 par value: 7,500,713 authorized, issued and outstanding as of December 31, 2022 and December 31, 2021 , respectively (liquidation value of $10,035,954 as of December 31, 2022) | 8,793,637 | 8,793,637 |
Common stock, $0.0001 par value; 30,000,000 shares authorized; 2,590,157 and 2,590,051 shares issued and outstanding as of December 31, 2022 and December 31, 2021, respectively | 259 | 259 |
Additional paid-in capital | 681,106 | 473,602 |
Accumulated deficit | (17,868,547) | (5,623,771) |
Total stockholders' (deficit) equity | (8,393,545) | 3,643,727 |
Total liabilities and stockholders' (deficit) equity | $ 8,395,566 | $ 4,792,110 |
BALANCE SHEETS (Parenthetical)
BALANCE SHEETS (Parenthetical) - USD ($) | Dec. 31, 2022 | Dec. 31, 2021 |
Statement Of Financial Position [Abstract] | ||
Series A convertible preferred stock, par value | $ 0.0001 | $ 0.0001 |
Series A convertible preferred stock, shares authorized | 7,500,713 | 7,500,713 |
Series A convertible preferred stock, shares issued | 7,500,713 | 7,500,713 |
Series A convertible preferred stock, shares outstanding | 7,500,713 | 7,500,713 |
Series A convertible preferred stock, liquidation value | $ 10,035,954 | |
Common stock, par value | $ 0.0001 | $ 0.0001 |
Common stock, shares authorized | 30,000,000 | 30,000,000 |
Common stock, shares issued | 2,590,157 | 2,590,051 |
Common stock, shares outstanding | 2,590,157 | 2,590,051 |
STATEMENTS OF OPERATIONS
STATEMENTS OF OPERATIONS - USD ($) | 12 Months Ended | |
Dec. 31, 2022 | Dec. 31, 2021 | |
Income Statement [Abstract] | ||
Research and development | $ 4,412,498 | $ 2,542,135 |
In-process research and development | 525,000 | |
General and administrative | 4,847,080 | 2,312,042 |
Depreciation | 27,361 | 16,133 |
Total operating expenses | 9,811,939 | 4,870,310 |
Loss from operations | (9,811,939) | (4,870,310) |
Other income (expense): | ||
Change in fair value of convertible promissory notes | (2,496,510) | |
Other income (expense), net | 63,673 | (21,482) |
Net loss | $ (12,244,776) | $ (4,891,792) |
Share information: | ||
Net loss per share of common stock, basic | $ (4.73) | $ (1.89) |
Net loss per share of common stock, diluted | $ (4.73) | $ (1.89) |
Weighted-average shares of common stock outstanding, basic | 2,590,173 | 2,589,832 |
Weighted-average shares of common stock outstanding, diluted | 2,590,173 | 2,589,832 |
STATEMENTS OF STOCKHOLDERS' EQU
STATEMENTS OF STOCKHOLDERS' EQUITY (DEFICIT) - USD ($) | Total | Convertible Preferred Stock Series A | Common Stock | Additional Paid-in Capital | Accumulated Deficit |
Balance, April 30, 2020 (date of inception) at Dec. 31, 2020 | $ 8,301,980 | $ 8,793,637 | $ 259 | $ 240,063 | $ (731,979) |
Beginning balance, shares at Dec. 31, 2020 | 7,500,713 | 2,589,759 | |||
Exercise of stock options | 317 | 317 | |||
Exercise of stock options (in shares) | 292 | ||||
Stock-based compensation expense | 233,222 | 233,222 | |||
Net loss | (4,891,792) | (4,891,792) | |||
Balance at Dec. 31, 2021 | 3,643,727 | $ 8,793,637 | $ 259 | 473,602 | (5,623,771) |
Ending balance, shares at Dec. 31, 2021 | 7,500,713 | 2,590,051 | |||
Exercise of stock options | $ 158 | 158 | |||
Exercise of stock options (in shares) | 146 | 146 | |||
Stock-based compensation expense | $ 207,346 | 207,346 | |||
Net loss | (12,244,776) | (12,244,776) | |||
Balance at Dec. 31, 2022 | $ (8,393,545) | $ 8,793,637 | $ 259 | $ 681,106 | $ (17,868,547) |
Ending balance, shares at Dec. 31, 2022 | 7,500,713 | 2,590,197 |
STATEMENTS OF CASH FLOWS
STATEMENTS OF CASH FLOWS - USD ($) | 12 Months Ended | |
Dec. 31, 2022 | Dec. 31, 2021 | |
Operating activities: | ||
Net loss | $ (12,244,776) | $ (4,891,792) |
Adjustments to reconcile net loss to net cash used in operating activities: | ||
Depreciation | 27,361 | 16,133 |
Change in fair value of convertible promissory notes | 2,496,510 | |
Stock-based compensation | 207,346 | 233,222 |
Debt issuance costs | 997,367 | |
Acquired in-processing research and development | 525,000 | |
Changes in operating assets and liabilities: | ||
Prepaids and other current assets | (920,002) | (216,813) |
Accounts payable | 845,284 | 665,166 |
Accrued expenses | 826,556 | 290,816 |
Net cash used in operating activities | (7,239,354) | (3,903,268) |
Investing activities: | ||
Purchase of in-process research and development | (525,000) | |
Purchase of fixed assets | (136,804) | |
Net cash used in investing activities | (525,000) | (136,804) |
Financing activities: | ||
Proceeds from issuance of convertible promissory notes | 10,468,970 | |
Payment of deferred financing costs related to the IPO | (113,883) | |
Payments of debt issuance costs | (997,367) | |
Payment for Series A offerings costs | (341,901) | |
Proceeds from founders for subscription receivable | 1,000 | |
Proceeds from the exercise of stock options | 158 | 317 |
Net cash provided by (used in) financing activities | 9,357,878 | (340,584) |
Net increase (decrease) in cash and cash equivalents | 1,593,524 | (4,380,656) |
Cash and cash equivalents at beginning of period | 4,340,178 | 8,720,834 |
Cash and cash equivalents at end of period | 5,933,702 | 4,340,178 |
Supplemental schedule of non-cash activities: | ||
Deferred financing costs in accounts payable and accrued expense | $ 1,003,408 | $ 87,181 |
Organization and Description of
Organization and Description of Business | 12 Months Ended |
Dec. 31, 2022 | |
Organization Consolidation And Presentation Of Financial Statements [Abstract] | |
Organization and Description of Business | 1. Organization and de scription of business Coya Therapeutics, Inc. (“Coya”, or the “Company”) is a clinical-stage biotechnology company focused on developing proprietary new therapies to enhance the function of Regulatory T cells (“Tregs”). Coya’s initial developmental programs are focused on neurodegenerative, chronic inflammatory, autoimmune, and metabolic diseases of high unmet medical need. Going Concern and Liquidity The Company has incurred losses and negative cash flows from operations since inception and has an accumulated deficit of $ 17,868,547 as of December 31, 2022. The Company anticipates incurring additional losses until such time, if ever, that it can generate significant sales of its product candidates currently in development. Substantial additional financing will be needed by the Company to fund its operations and to commercially develop its product candidates. No assurance can be given that any such financing will be available when needed or that the Company’s research and development efforts will be successful. The Company follows the provisions of Financial Accounting Standards Board (“FASB”) Accounting Standards Codification (“ASC”) Topic 205-40, Presentation of Financial Statements—Going Concern , which requires management to evaluate whether there are conditions or events, considered in the aggregate, that raise substantial doubt about the Company’s ability to continue as a going concern for one year after the date that the financial statements are issued (or when applicable, one year after the date that the financial statements are available to be issued). As of December 31, 2022, the Company had cash and cash equivalents of $ 5,933,702 , which, when combined with the net proceeds from its initial public offering ("IPO") (Note 13), is expected to enable the Company to fund its operating expenses and capital expenditure requirements into the second quarter of 2024, at which time the Company will need to secure additional funding. If the Company is unable to obtain additional financing, the lack of liquidity could have a material adverse effect on the Company’s future prospects. As a result of these factors, there is substantial doubt about the Company’s ability to continue as a going concern within one year after the date that these financial statements are issued. The accompanying financial statements have been prepared on a going-concern basis, which contemplates the realization of assets and satisfaction of liabilities in the normal course of business. The financial statements do not include any adjustments related to the recoverability and classification of recorded asset amounts or the amounts and classification of liabilities that might result from the outcome of this uncertainty. Management is currently evaluating different strategies to obtain the required funding of future operations. These strategies may include, but are not limited to, additional funding from current investors, funding from new investors including strategic corporate investors, and additional registrations of the Company’s common stock. There can be no assurance these future funding efforts will be successful. Risks and uncertainties The Company is subject to a number of risks associated with companies at a similar stage, including dependence on key individuals, competition from similar products and larger companies, volatility of the industry, ability to obtain adequate financing to support growth, the ability to attract and retain additional qualified personnel to manage the anticipated growth of the Company, and general economic conditions. In December 2019, a novel strain of coronavirus disease (“COVID-19”) was reported and in March 2020, the World Health Organization characterized COVID -19 as a global pandemic. The COVID-19 pandemic has forced international, federal, state, and local governments to enforce prohibitions of non-essential activities. The Company has been impacted by COVID-19 since inception. The extent and duration of the adverse impact of COVID-19 on the Company over the longer term remains uncertain and dependent on future developments that cannot be accurately predicted at this time. As the impact of COVID-19 continues to evolve, estimates and assumptions about future events and their effects cannot be determined with certainty and therefore require increased judgment. These estimates and assumptions may change in future periods and will be recognized in the financial statements as new events occur and additional information becomes known. To the extent the Company’s actual results differ materially from those estimates and assumptions, the Company’s future financial statements could be affected. |
Basis of Presentation and Signi
Basis of Presentation and Significant Accounting Policies | 12 Months Ended |
Dec. 31, 2022 | |
Accounting Policies [Abstract] | |
Basis of Presentation and Significant Accounting Policies | 2. Basis of presentation and significant accounting policies Basis of presentation The accompanying financial statements have been prepared in conformity with U.S. generally accepted accounting principles (“GAAP”). Any reference in these notes to applicable guidance is meant to refer to U.S. GAAP as found in the ASC and Accounting Standards Updates (“ASU”) of the FASB. Use of estimates The preparation of the financial statements in conformity with GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities, disclosure of contingent assets and liabilities at the date of the financial statements and reported amounts of expenses during the reporting period. Due to the uncertainty of factors surrounding the estimates or judgments used in the preparation of the financial statements, actual results may materially vary from these estimates. Estimates and assumptions are periodically reviewed, and the effects of revisions are reflected in the financial statements in the period they are determined to be necessary. Significant areas that require management’s estimates include fair value of the Company’s convertible promissory notes, the fair value of the Company's equity, prior to being publicly traded, and related inputs, including discount for lack of marketability and volatility, and the grant date fair value of stock options (Note 10), useful life of fixed assets and accrued research and development expenses. Segment information Operating segments are defined as components of an enterprise 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 and in assessing performance. The Company views its operations and manages its business in one segment. Fair value of financial instruments Management believes that the carrying amounts of the Company’s cash equivalents, accounts payable, and accrued expenses approximate fair value due to the short-term nature of those instruments. Convertible promissory notes are recorded at fair value on a recurring basis (Note 3). Concentration of credit risk Financial instruments that potentially subject the Company to significant concentrations of credit risk consist primarily of cash and cash equivalents. The Company maintains deposits in federally insured financial institutions in excess of federally insured limits. The Company has not experienced any losses in such accounts and believes it is not exposed to significant risk on its 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. Cash equivalents consist primarily of amounts invested in a money market account. Deferred financing costs The Company capitalizes costs that are directly associated with in-process equity and debt financing until such financings are consummated, at which time such costs are recorded against the gross proceeds from the applicable financing. If a financing is abandoned, deferred financing costs are expensed. As of December 31, 2022, the Company has incurred $ 1,117,290 in fees associated with the IPO, which are recognized as deferred financing costs on the balance sheet. The Company elected to account for its 2022 Convertible Promissory Notes (Note 7) using the fair value option under ASC 815, and as such, issuance costs of $ 997,367 were immediately expensed as a component of general and administrative expense in the statements of operations during the year ended December 31, 2022. Research and development costs Research and development costs are expensed as incurred and consist primarily of funds paid to third parties for the provision of services for product candidate development, clinical and preclinical development and related supply and manufacturing costs, regulatory compliance costs, and personnel and stock-based compensation expenses. At the end of the reporting period, the Company compares payments made to third-party service providers to the estimated progress toward completion of the research or development objectives. Such estimates are subject to change as additional information becomes available. Depending on the timing of payments to the service providers and the progress that the Company estimates has been made as a result of the service provided, the Company may record a net prepaid or accrued expense relating to these costs. Upfront milestone payments made to third parties who perform research and development services on the Company’s behalf are expensed as services are rendered. Costs incurred in obtaining technology licenses are charged to research and development expense as acquired in-process research and development if the technology licensed has not reached technological feasibility and has no alternative future use. Patent costs The Company expenses all costs as incurred in connection with patent applications (including direct application fees, and the legal and consulting expenses related to making such applications) and such costs of $ 120,992 and $ 10,000 were incurred during the years ended December 31, 2022, and 2021, respectively, which are included in general and administrative expenses in the accompanying statements of operations. Stock-based compensation The Company measures share-based employee and nonemployee awards at their grant-date fair value and records compensation expense on a straight-line basis over the vesting period of the awards. The Company accounts for forfeitures in the period in which they occur. Estimating the fair value of share-based awards requires the input of subjective assumptions, including the estimated fair value of the Company’s common stock, and, for stock options, the expected life of the options and stock price volatility. The Company uses the Black-Scholes option pricing model to value its stock option awards. The assumptions used in estimating the fair value of share-based awards represent management’s estimate and involve inherent uncertainties and the application of management’s judgment. As a result, if factors change and management uses different assumptions, share-based compensation expense could be materially different for future awards. The expected term of the stock options is estimated using the “simplified method” as the Company has no historical information from which to develop reasonable expectations about future exercise patterns and post-vesting employment termination behavior for its stock option grants. The simplified method is the midpoint between the vesting period and the contractual term of the option. For stock price volatility, the Company uses comparable public companies as a basis for its expected volatility to calculate the fair value of option grants. The risk-free rate is based on the U.S. Treasury yield curve commensurate with the expected term of the option. The expected dividend yield is 0 % because the Company has not historically paid, and does not expect, for the foreseeable future, to pay a dividend on its common stock. Fixed assets Fixed assets, which consist mainly of lab equipment, are carried at cost less accumulated depreciation and amortization. Depreciation is calculated using the straight-line method over the estimated useful life of the assets. Research medical equipment is depreciated over the assets estimated useful lives of five years . Long-Lived Assets Long-lived assets, such as fixed assets, are reviewed for impairment whenever events or changes in circumstances indicate that the carrying amount of an asset may not be recoverable. Recoverability of assets to be held and used is measured by a comparison of the carrying amount of an asset to estimated undiscounted future cash flows expected to be generated by the asset. If the carrying amount of an asset exceeds its estimated undiscounted future cash flows, then an impairment charge is recognized by the amount by which the carrying amount of the asset exceeds the fair value of the asset. Considerable management judgment is necessary to estimate discounted future cash flows. Accordingly, actual results could vary significantly from such estimates. The Company did no t recognize any impairment of long‑lived assets for the years ended December 31, 2022 or 2021 . Leases The Company accounts for leases in accordance with ASC 842, Leases (“ASC 842”). At contract inception, the Company determines if an arrangement is or contains a lease. A lease conveys the right to control the use of an identified asset for a period of time in exchange for consideration. If an arrangement is determined to be or contain a lease, the lease is assessed for classification as either an operating or finance lease at the lease commencement date, defined as the date on which the leased asset is made available for use by the Company, based on the economic characteristics of the lease. When determining the expected accounting lease term, the Company includes the noncancellable lease term, together with periods covered by (i) an option to extend the lease if the Company is reasonably certain to exercise such option, (ii) an option to terminate the lease if the Company is reasonably certain not to exercise such option and (iii) an option to extend or not terminate the lease where the exercise of such option is controlled by the lessor. The Company has elected the short-term lease exemption, which allows the Company to not recognize lease liabilities and right-of-use assets arising from lease arrangements with lease terms of twelve months or less. In May 2021, the Company entered into an agreement to lease medical research equipment. Rent expense for this short-term lease for the years ended December 31, 2022, and 2021 was $ 30,000 and $ 150,686 , respectively. The medical research equipment lease expired in February 2022. Income taxes Income taxes are accounted for under the asset and liability method. The Company recognizes deferred tax assets and liabilities for temporary differences between the financial reporting basis and the tax basis of the Company's assets and liabilities, and the expected benefits of net operating loss and income tax credit carryforwards. The impact of changes in tax rates and laws on deferred taxes, if any, applied during the period in which temporary differences are expected to be settled, is reflected in the Company's financial statements in the period of enactment. The measurement of deferred tax assets is reduced, if necessary, if, based on weight of the evidence, it is more likely than not that some, or all, of the deferred tax assets will not be realized. As of December 31, 2022 and 2021 , the Company has concluded that a full valuation allowance is necessary for all of its net deferred tax assets. The Company had no amounts recorded for uncertain tax positions, interest, or penalties in the accompanying financial statements. Although there are no unrecognized income tax benefits, when applicable, the Company’s policy is to report interest and penalties related to unrecognized income tax benefits as a component of income tax expense. Net loss per share Basic net loss per share of common stock is computed by dividing net loss attributable to common stockholders by the weighted-average number of shares of common stock outstanding during each period. Diluted net loss per share of common stock includes the effect, if any, from the potential exercise or conversion of securities, such as convertible preferred stock, common stock warrants and stock options, which would result in the issuance of incremental shares of common stock. For diluted net loss per share, the weighted-average number of shares of common stock is the same for basic net loss per share due to the fact that when a net loss exists, potentially dilutive securities are not included in the calculation when the impact is anti-dilutive. The Company’s convertible preferred stock entitles the holder to participate in dividends and earnings of the Company, and, if the Company were to recognize net income, it would have to use the two-class method to calculate earnings per share. The two-class method is not applicable during periods with a net loss, as the holders of the convertible preferred stock have no obligation to fund losses. The following potentially dilutive securities have been excluded from the computation of diluted weighted-average shares of common stock outstanding, as they would be anti-dilutive: December 31, 2022 2021 Series A Convertible Preferred Stock (as converted) 1,316,926 1,316,926 Convertible promissory notes (as converted) 2,736,488 — Common stock warrants 92,184 92,184 Stock options 478,570 355,441 4,624,168 1,764,551 Amounts in the above table reflect the common stock equivalents. Recently issued but not yet adopted accounting pronouncements In June 2016, the FASB issued ASU 2016-13, Financial Instruments - Credit Losses (Topic 326), Measurement of Credit Losses on Financial Instruments . The standard amends the impairment model by requiring entities to use a forward-looking approach based on expected losses to estimate credit losses for most financial assets and certain other instruments that aren’t measured at fair value through net income. For available-for-sale debt securities, entities will be required to recognize an allowance for credit losses rather than a reduction in carrying value of the asset. Entities will no longer be permitted to consider the length of time that fair value has been less than amortized cost when evaluating when credit losses should be recognized. This new guidance is effective for the Company as of January 1, 2023. The Company is currently evaluating the impact of this ASU and does not expect that adoption of this standard will have a material impact on its financial statements and related disclosures. |
Fair Value Measurements
Fair Value Measurements | 12 Months Ended |
Dec. 31, 2022 | |
Fair Value Disclosures [Abstract] | |
Fair value measurements | 3. Fair value measurements The Company utilizes valuation techniques that maximize the use of observable inputs and minimize the use of unobservable inputs to the extent possible. The Company determines fair value based on assumptions that market participants would use in pricing an asset or liability in the principal or most advantageous market. When considering market participant assumptions in fair value measurements, the following fair value hierarchy distinguishes between observable and unobservable inputs, which are categorized in one of the following levels: • Level 1 Inputs: Unadjusted quoted prices in active markets for identical assets or liabilities accessible to the reporting entity at the measurement date. • Level 2 Inputs: Other than quoted prices included in Level 1 inputs that are observable for the asset or liability, either directly or indirectly, for substantially the full term of the asset or liability. • Level 3 Inputs: Unobservable inputs for the asset or liability used to measure fair value to the extent that observable inputs are not available, thereby allowing for situations in which there is little, if any, market activity for the asset or liability at the measurement date. In accordance with the fair value hierarchy described above, the following table sets forth the Company’s assets and liabilities measured at fair value on a recurring basis: December 31, 2022 Note Carrying Reference Input Level Fair Value Value Assets: Cash and cash equivalents (money market funds) Level 1 $ 5,933,702 $ 5,933,702 Liabilities: Convertible promissory notes Note 7 Level 3 $ 12,965,480 $ 12,965,480 December 31, 2021 Note Carrying Reference Input Level Fair Value Value Assets: Cash and cash equivalents (money market funds) Level 1 $ 4,340,178 $ 4,340,178 As further described in Note 7, in April 2022 the Company issued unsecured convertible promissory notes (the “Notes”) to various investors. Due to the number of embedded provisions contained in the Notes, the fair value option, as prescribed by ASC 815, was elected and applied in connection with the preparation of these financial statements. The fair value of the Notes is determined using a scenario-based analysis that estimates the fair value based on the probability-weighted present value of expected future investment returns, considering each of the possible outcomes available to the noteholders, including various IPO, settlement, equity financing, corporate transaction and dissolution scenarios. The Company adjusts the carrying value of the Notes to their estimated fair value at each reporting date, with qualifying increases or decreases in the fair value recorded as change in fair value of convertible promissory notes in the statements of operations. Changes in the fair value resulting from changes in the instrument-specific credit risk will be presented separately in other comprehensive income, however, through December 31, 2022, these changes have not been material to the financial statements. The Company measured the change in fair value related to instrument-specific credit risk by isolating the change in the fair value of the Notes resulting from the change in CCC option-adjusted spreads between measurement dates. Balance at beginning of year $ - Issuance of convertible promissory notes 10,468,970 Fair value adjustments 2,496,510 Balance at December 31, 2022 $ 12,965,480 |
Prepaids and Other Current Asse
Prepaids and Other Current Assets | 12 Months Ended |
Dec. 31, 2022 | |
Prepaid Expense And Other Assets Current [Abstract] | |
Prepaid And Other Current Assets | 4. Prepaids and other current assets Prepaids and other current assets consist of: December 31, 2022 2021 Prepaid research and development $ 175,860 $ 200,000 Prepaid insurance 1,051,329 10,033 Prepaid other 24,075 34,047 $ 1,251,264 $ 244,080 |
Fixed Assets, Net
Fixed Assets, Net | 12 Months Ended |
Dec. 31, 2022 | |
Property Plant And Equipment [Abstract] | |
Fixed Assets, Net | 5. Fixed assets, net Fixed assets, net consist of: December 31, 2022 2021 Lab equipment $ 136,804 $ 136,804 136,804 136,804 Less: accumulated depreciation ( 43,494 ) ( 16,133 ) $ 93,310 $ 120,671 Depreciation expense for the years ended December 31, 2022, and 2021 was $ 27,361 and $ 16,133 , respectively. |
Accrued Expenses
Accrued Expenses | 12 Months Ended |
Dec. 31, 2022 | |
Payables And Accruals [Abstract] | |
Accrued Expenses | 6. Accrued expenses Accrued expenses consist of: December 31, 2022 2021 Accrued research and development $ 135,864 $ 163,557 Accrued payroll 927,006 105,000 Accrued professional fees 945,491 22,259 $ 2,008,361 $ 290,816 |
Convertible Promissory Notes
Convertible Promissory Notes | 12 Months Ended |
Dec. 31, 2022 | |
Debt Disclosure [Abstract] | |
Convertible Promissory Notes | 7. Convertible promissory notes In April 2022, the Company issued $ 10,468,970 of Notes, which bore interest at an annual rate of 6.0 %, paid in kind, and had a maturity date of June 30, 2024 . The Notes originally contained a feature in which they would automatically convert into shares of conversion securities, which may be preferred stock or common stock, upon a qualified equity financing (“Qualified Equity Financing”) or upon a change of control. A Qualified Equity Financing was originally defined as the offer and sale for cash of any equity securities that results in aggregate gross proceeds of at least $ 20,000,000 . In December 2022, the noteholders agreed to amend the Notes to remove the quantitative threshold from the definition such that the Notes would convert upon the Company closing a public offering pursuant to an effective registration statement and be listed for trading on an approved stock exchange or marketplace. Upon the closing of the IPO on January 3, 2023, the Notes converted into 2,736,488 shares of common stock. Upon issuance, the Company elected to account for the Notes at fair value in accordance with ASC 815 with qualifying changes in fair value not related to instrument-specific credit risk being recognized through the statements of operations until the Notes are settled. The fair value of the Notes was determined to be $ 10,468,970 on issuance, which is the principal amount of the Notes. On issuance, total debt issuance costs of $ 997,367 , of which $ 697,828 was paid to a related party, were immediately expensed as a component of general and administrative expense in the statement of operations during the year ended December 31, 2022. The Company recognized a change in fair value of the Notes of $ 2,496,510 in the statements of operations during the year ended December 31, 2022. This change in fair value amount included any value related to the modification of the Notes associated with changing the threshold of what constituted a Qualified Equity Financing. The Company paid its placement agent for this issuance a cash fee of 7 % of the gross proceeds raised in the offering of the 2022 Notes and, upon conversion of the Notes in January 2023, the Company issued 191,554 warrants to its placement agent to purchase its common stock with a term of five years and an exercise price of $ 6.00 per warrant. |
Commitments and Contingencies,
Commitments and Contingencies, Including License and Sponsored Research Agreements | 12 Months Ended |
Dec. 31, 2022 | |
Commitments And Contingencies Disclosure [Abstract] | |
Commitments and Contingencies, Including License and Sponsored Research Agreements | 8. Commitments and contingencies, including license and sponsored research agreements License Agreements ARS Agreement In August 2022, the Company entered into a License Agreement (the “ARS License Agreement”) with ARScience Biotherapeutics, Inc. (“ARS”) pursuant to which ARS granted the Company an option to acquire an exclusive, royalty-bearing license for two patents, with the right to grant sublicenses through multiple tiers under these patents (the “ARS Option”). In consideration for the ARS Option, the Company paid ARS a one-time, non-refundable, non-creditable option fee of $ 100,000 and a mid-six figure up-front fee, which were expensed as in-process research and development expense in the accompanying statements of operations for the year ended December 31, 2022. In addition, the Company may also owe tiered payments to ARS based on its achievement of certain developmental milestones. Under the ARS License Agreement, the Company will pay an aggregate of $ 13,250,000 in developmental milestone payments for the first Combination Product (as defined in the ARS License Agreement) in a new indication. The Company will then pay an aggregate of $ 11,600,000 in developmental milestone payments for each Combination Product in each subsequent new indication. Further, for the first Mono Product (as defined In the ARS License Agreement) the Company will pay an aggregate of $ 11,750,000 in developmental milestone payments. The Company will then pay an aggregate of $ 5,850,000 in developmental milestone payments for each Mono Product in each subsequent new indication, and an aggregate of $ 5,850,000 if all developmental milestones are achieved for each new indication. The Company will also owe royalties on net sales of licensed products ranging from low to mid-single digit percentages. In the event the Company sublicenses its rights under the ARS License Agreement, the Company will owe royalties on sublicense income within the range of 10 % to 20 %. Houston Methodist Agreements In September 2022, the Company entered into an Amended and Restated Patent Know How and License Agreement, effective as of October 2020 (the “Methodist License Agreement”), with The Methodist Hospital (“Methodist”) to make, sell and sublicense products and services using the intellectual property and know-how of Methodist. As part of the Methodist License Agreement, the Company will pay Methodist a four-figure license maintenance fee annually until the first sale of licensed product occurs. The term of the Methodist License Agreement is effective until no intellectual property patent rights remain, unless terminated sooner by (1) bankruptcy or insolvency, (2) the failure by the Company to monetize the intellectual property within five years of the date of the agreement (further discussed below), (3) due to breach of contract, or (4) at our election for any or no reason. The Company reimbursed Methodist and its attorneys for $ 119,420 and $ 10,000 in patent related expenses, which are included in the general and administrative expenses in the accompanying statements of operations for the years ended December 31, 2022 and 2021, respectively. In addition to the equity issuance and reimbursement of patent related expenses, the Methodist License requires the Company to make payments of up to $ 425,000 per product candidate in aggregate upon the achievement of specific development and regulatory milestone events by such licensed product. The Company is also required to pay Methodist, on a licensed product-by-licensed product and country-by-country basis, tiered royalties (subject to customary reductions) equal to high-single digit to low-double digit percentages of annual worldwide net sales of such licensed product during a defined royalty term. The Company is also required to pay a low single digit percentage for certain licensed services. Commencing on January 1, 2025, the minimum amount which will be owed by the Company once commercialization occurs is $ 50,000 annually. The Methodist License Agreement provides that in the event the Company sublicense products and services covered by the Methodist License Agreement, then royalties owed to Houston Methodist would be computed as a percentage of payments received by the Company from the sublicensee. In addition, the termination provisions provide that Houston Methodist may only terminate the Methodist License Agreement, among other things, in the event that after five years the Company is not “Actively Attempting to Develop or Commercialize,” as such term is defined in the Methodist License Agreement. Sponsored Research Agreement In February 2021, the Company entered into a one-year Sponsored Research Agreement (“SRA”) with Houston Methodist Research Institute (“HRMI”), a Texas nonprofit corporation and an affiliate of Methodist, which can be extended or renewed by mutual agreement. Under the SRA, the Company agreed to fund up to $ 1,547,094 in research in the area of neurodegenerative diseases performed by HRMI. In return, the Company will gain expanded access to data methods and know-how per the SRA, and, if the research produces intellectual property, the Company will have all first rights to the intellectual property. As of September 15, 2022, the Company provided notice to HMRI regarding termination of the SRA in expectation that a reduced yearly budget be negotiated post termination. As of December 31, 2022, the Company continued operations in good faith with HRMI in anticipation of a finalized agreement. The Company incurred $ 1,635,712 and $ 1,295,828 in research and development expenses under the SRA during the years ended December 31, 2022 and 2021, respectively. Employment contracts The Company has entered into employment contracts with its officers and certain employees that provide for severance and continuation of benefits in the event of termination of employment either by the Company without cause or by the employee for good reason, both as defined in the agreements. In addition, in the event of termination of employment following a change in control, as defined in each agreement, either by the Company without cause or by the employee for good reason, any unvested portion of the employee’s initial stock option grant becomes immediately vested. Litigation Liabilities for loss contingencies arising from claims, assessments, litigation, fines, penalties, and other sources are recorded when it is probable that a liability has been incurred and the amount can be reasonably estimated. There are no matters currently outstanding. |
Convertible Preferred Stock and
Convertible Preferred Stock and Stockholders’ Equity | 12 Months Ended |
Dec. 31, 2022 | |
Equity [Abstract] | |
Convertible Preferred Stock and Stockholders' Equity | 9. Convertible preferred stock and stockholders’ equity Convertible preferred stock A"): Dividends Holders of Series A, in preference to holders of any other class or series of the Company’s stock, are entitled to dividends only when declared by the Board of Directors, but such will accrue at a rate of 8 % of the original issuance price prior to and in preference to any declaration of other dividends. No dividends were declared or paid from inception through December 31, 2022. Voting Each share of Series A shall be entitled to cast the number of votes equal to the number of whole shares of common stock into which such shares of Series A are convertible as of the record date for determining stockholders entitled to vote on such matter. Generally, holders of the Series A shall vote together with the holders of common stock as a single class and on an as converted into common stock basis. The Company’s Board of Directors has five members. The holders of the Series A preferred stock are entitled to elect one of the Directors, the holders of common stock are entitled to elect two Directors, one Director shall be the Chief Executive Officer of the Company, and one independent Director is an individual that is mutually acceptable to holders of the majority of the common stock. Liquidation preference In the event of a liquidation, dissolution, or winding up of the Company, either voluntary or involuntary, or in the event of a deemed liquidation event, which includes a sale of the Company as defined in the Company’s articles of incorporation, holders of Series A are entitled to receive, in preference to all other stockholders, the greater of (i) an amount equal to the Series A original issue price of $ 1.338 , plus any dividends declared but unpaid, or (ii) such amount per share as would have been payable had all shares of Series A been converted into common stock. If upon the occurrence of such event, the assets and funds available for distribution are insufficient to pay such holders the full amount to which they are entitled, then the entire assets legally available for distribution shall be distributed ratably among the holders of Series A in proportion to the full amounts to which they would otherwise be entitled. As of December 31, 2022 , no dividends have been declared, and the liquidation preference represents the original issue price of $ 1.338 per share of Series A. Conversion Each share of Series A is convertible into common stock at any time at the option of the holder thereof at the conversion price then in effect. Upon the closing of IPO on January 3, 2023, the Series A automatically converted into 1,316,926 shares of common stock. Redemption The Series A is subject to redemption under certain deemed liquidation events; however, these events are solely within the control of the Company, and as such, the Series A is classified as permanent equity in the Company’s accompanying balance sheets. Common stock and common stock warrants The holders of common stock are entitled to one vote for each share of common stock held at all meetings of stockholders. Unless required by law, there shall be no cumulative voting. In the event of any voluntary or involuntary liquidation, dissolution or winding up of the Company, after the payment of all preferential amounts required to be paid to the holders of shares of Series A, the remaining funds and assets available for distribution to the stockholders of the Company will be distributed among the holders of shares of common stock, pro rata based on the number of shares of common stock held by each such holder. In connection with the Series A offering, the Company issued freestanding warrants to purchase 92,184 shares of the Company’s common stock to the placement agent of the Series A offering. These warrants have an exercise price of $ 9.15 per common share and a term of five years from the date of issuance. These warrants are not redeemable and are generally not transferrable. During its evaluation of equity classification for the Company's common stock warrants, the Company considered the conditions as prescribed within ASC 815-40, Derivatives and Hedging, Contracts in an Entity ’ s own Equity . The conditions within ASC 815-40 are not subject to a probability assessment. The warrants do not fall under the liability criteria within ASC 480, Distinguishing Liabilities from Equity, as they are not puttable and do not represent an instrument that has a redeemable underlying security. The warrants do meet the definition of a derivative instrument under ASC 815 but are eligible for the scope exception as they are indexed to the Company’s own stock and would be classified in permanent equity if freestanding. The fair value of these warrants was determined to be $ 15,138 on the date of issuance and were recorded as a component of additional paid-in capital as part of the Series A offering. Reverse Stock Split In December 2022, the Company effected a one-for- 5.6955 reverse stock split of its common stock. No fractional shares were issued in connection with the reverse stock split. Any fractional share resulting from the reverse stock split was rounded down to the nearest whole share, and in lieu of any fractional shares, the Company will pay in cash to the holders of such fractional shares an amount equal to the fair value, as determined by the board of directors, of such fractional shares. All common stock, per share and related information presented in the financial statements and accompanying notes have been retroactively adjusted to reflect the reverse stock split. |
Stock-Based Compensation
Stock-Based Compensation | 12 Months Ended |
Dec. 31, 2022 | |
Disclosure Of Compensation Related Costs Sharebased Payments [Abstract] | |
Stock-based compensation | 10. Stock-based compensation In January 2021, the Company adopted the 2021 Equity Incentive Plan (“2021 Plan”). The 2021 Plan provides for the granting of incentive stock options, non-statutory stock options, restricted stock awards, restricted stock units, equity appreciation rights, performance awards, and other equity-based awards. The Company's employees, officers, independent directors, and other persons are eligible to receive awards under the 2021 Plan. As of December 31, 2022 , 790,097 shares of the Company’s common stock were authorized to be issued, of which 311,089 shares were available for future issuance. The amount, terms of grants, and exercisability provisions are determined and set by the Company's Board of Directors or compensation committee. The Company measures employee stock-based awards at grant-date fair value and records compensation expense on a straight-line basis over the vesting period of the award. The Company has recorded stock-based compensation in the accompanying statements of operations as follows: December 31, 2022 2021 General and administrative $ 91,635 $ 47,451 Research and development 115,711 185,771 $ 207,346 $ 233,222 Stock options The Company has issued service-based stock options that generally have a contractual life of up to 10 years and may be exercisable in cash or as otherwise determined by the Board of Directors. Vesting generally occurs over a period of not greater than four years . The following table summarizes the activity for the year ended December 31, 2022: Weighted Weighted average Aggregate average contractual intrinsic Options exercise price term (years) value Outstanding at January 1, 2022 355,441 $ 1.09 9.3 Granted 151,433 $ 3.48 Forfeited and cancelled ( 28,158 ) $ 1.08 Exercised ( 146 ) $ 1.08 Outstanding at December 31, 2022 478,570 $ 1.85 8.7 $ 1,384,873 Exercisable at December 31, 2022 271,098 $ 1.38 8.4 $ 911,713 Vested and expected to vest at December 31, 2022 478,570 $ 1.85 8.7 $ 1,384,873 As of December 31, 2022 , the unrecognized compensation cost was $ 346,417 , and will be recognized over an estimated weighted-average amortization period of 1.9 years. The fair value of options is estimated using the Black-Scholes option pricing model, which takes into account inputs such as the exercise price, the estimated fair value of the underlying common stock at the grant date, expected term, estimated stock price volatility, risk-free interest rate, and dividend yield. The fair value of stock options granted during the year ended December 31, 2022 was determined using the methods and assumptions discussed below. • The expected term of employee stock options with service-based vesting is determined using the “simplified” method, as prescribed in SEC’s Staff Accounting Bulletin (“SAB”) No. 107, whereby the expected life equals the arithmetic average of the vesting term and the original contractual term of the option due to the Company’s lack of sufficient historical data. • The expected stock price volatility is based on historical volatility of comparable public entities within the Company’s industry, which were commensurate with the expected term assumption as described in SAB No. 107. • The risk-free interest rate is based on the interest rate payable on U.S. Treasury securities in effect at the time of grant for a period that is commensurate with the expected term. • The expected dividend yield is 0 % because the Company has not historically paid, and does not expect, for the foreseeable future, to pay a dividend on its common stock. • The Company's common stock became publicly traded on December 29, 2022. However, prior to the Company's common stock being publicly traded, its Board of Directors periodically estimated the fair value of the Company’s common stock considering, among other things, contemporaneous valuations of its common stock prepared by an unrelated third-party valuation firm in accordance with the guidance provided by the American Institute of Certified Public Accountants 2013 Practice Aid, Valuation of Privately-Held-Company Equity Securities Issued as Compensation. The grant date fair value of each option grant for the year ended December 31, 2022 was estimated using the Black-Scholes option-pricing model using the following weighted-average assumptions: Risk-free interest rate 3.3 % Expected term (years) 5.6 Expected volatility 83.48 % Expected dividend yield — Estimated fair value of the Company's common stock per share $ 3.48 |
Income Taxes
Income Taxes | 12 Months Ended |
Dec. 31, 2022 | |
Income Tax Disclosure [Abstract] | |
Income Taxes | 11. Income taxes The Company has incurred losses since inception and has not recorded current or deferred income taxes. A reconciliation of income tax benefit at the statutory federal income tax rate and income taxes as reflected in the financial statements is as follows: December 31, Rate reconciliation: 2022 2021 Federal tax benefit at statutory rate ( 21.0 )% ( 21.0 )% Permanent differences 4.6 1.1 Change in valuation allowance 16.4 19.9 Total provision 0 % 0 % Deferred tax assets and liabilities are determined based on the differences between the financial statement carrying amounts and tax bases of assets and liabilities using enacted tax rates in effect for years in which differences are expected to reverse. Significant components of the Company's deferred tax assets for federal income taxes consisted of the following: December 31, Deferred tax assets 2022 2021 Startup costs $ 1,502,023 $ 557,038 Capitalized license fees 47,250 44,100 Share-based compensation 51,795 43,868 Net operating losses 608,738 494,955 Accrued expenses and other 60,521 — Section 174 capitalization 873,687 — Valuation allowance ( 3,143,954 ) ( 1,137,603 ) Deferred tax assets, net of valuation allowance $ 60 $ 2,358 Deferred tax liabilities Fixed assets $ ( 60 ) $ ( 2,358 ) Subtotal ( 60 ) ( 2,358 ) Net deferred tax assets $ — $ — As December 31, 2022 and December 31, 2021, the Company has net operating loss carryforwards for federal income tax purposes of approximately $ 2,898,754 and $ 2,356,929 , respectively. Net operating losses are available to offset future federal taxable income. These net operating loss carryforwards have no expiration. In assessing the recoverability of deferred tax assets, the Company considers whether it is more likely than not that some portion or all of the deferred tax assets will not be realized. The Company has determined that it is more likely than not that certain future tax benefits may not be realized as a result of current and future income. Accordingly, a valuation allowance has been recorded against all of the Company’s deferred tax assets. Net operating loss and tax credit carry-forwards are subject to review and possible adjustment by the Internal Revenue Service (“IRS”) and may become subject to an annual limitation in the event of certain cumulative changes in the ownership interest of significant stockholders over a three-year period in excess of 50 % as defined under Sections 382 and 383 in the Internal Revenue Code, which could limit the amount of tax attributes that can be utilized annually to offset future taxable income or tax liabilities. The amount of the annual limitation is determined based on the Company’s value immediately prior to the ownership change. Subsequent ownership changes may further affect the limitation in future years. The Company has not yet conducted a study to determine if any such limitation exists. The Company recognizes interest and penalties related to uncertain tax positions as a component of income tax expense. The Company had no interest or penalties related to uncertain tax positions. All tax years of the Company from inception are open to examination by federal tax and state tax authorities. To the extent utilized in future years’ tax returns, net operating loss carryforwards as of December 31, 2022 will remain subject to examination until utilized. The Company has not been informed by any tax authorities for any jurisdiction that any of its tax years is under examination as of December 31, 2022. |
Related Party Disclosures
Related Party Disclosures | 12 Months Ended |
Dec. 31, 2022 | |
Related Party Transactions [Abstract] | |
Related Party Transactions | 12. Related party transactions In April 2022, the Company issued $ 10,468,970 of Notes, which bear interest at an annual rate of 6.0 %, paid in kind, and have a maturity date of June 30, 2024 , as further described in Note 7. The fair value of the Notes was determined to be $ 10,468,970 on issuance, which is the principal amount of the Notes. On issuance, total debt issuance costs of $ 997,367 , of which $ 697,828 was paid to a related party, were immediately expensed as a component of general and administrative expense in the statement of operations during the year ended December 31, 2022. In connection with the issuance of the Company’s Series A, the Company incurred $ 704,750 placement agent fees which were paid to an affiliate of the pre-Merger owners of Coya Therapeutics, Inc. As described in Note 9, the placement agent also received warrants for the purchase of 92,184 shares of the Company’s common stock. Additionally, the Company entered into a consulting arrangement with the pre-Merger owner of Coya Therapeutics, Inc., whereby the Company paid a monthly consulting and advisory fee of $ 10,000 , which commenced in January 2021. This arrangement terminated in December 2022. For the years ended December 31, 2022 and 2021 , the Company paid $ 30,000 and $ 127,500 of consulting fees, respectively, related to a consulting arrangement with a Company founder. This arrangement terminated in May 2022. |
Subsequent Events
Subsequent Events | 12 Months Ended |
Dec. 31, 2022 | |
Subsequent Events [Abstract] | |
Subsequent Events | 13. Subsequent events The Company has evaluated subsequent events from the balance sheet date through March 29, 2023 , the date at which the financial statements were issued and has determined that there are no such events to report outside of the below: On January 3, 2023 , the Company completed its IPO in which the Company sold 3,050,000 shares of its common stock and 1,525,000 warrants to purchase common stock at $ 5.00 . The warrants related to the IPO have an exercise price of $ 7.50 per warrant and a contractual life of five years . The Company received net proceeds of $ 13,432,500 after deducting underwriting discounts, commissions, and other offering expenses paid by the Company. In connection with the closing of the IPO, (i) all of the Company's outstanding shares of Series A converted into an aggregate of 1,316,926 shares of common stock, (ii) the Company's Notes converted into an aggregate of 2,736,488 shares of common stock, and (iii) the Company filed an amended and restated certificate of incorporation to, among other things, increase the number of authorized shares of common stock to 200,000,000 and increase the number of authorized shares of preferred stock to 10,000,000 . As part of the Note conversion, the Company issued 191,554 warrants to its placement agent with an exercise price of $ 6.00 per warrant and a contractual life of five years . The Company also issued 213,500 warrants with an exercise price of $ 6.25 per warrant and a contractual life of five years to its underwriters as a portion of the underwriting compensation in connection with the IPO. In connection with the IPO, the Company granted its underwriters a 30 -day over-allotment option ("Over-Allotment") to purchase up to an additional 290,000 shares of common stock and warrants to purchase 145,000 shares of common stock to cover over-allotments at $ 5.00 , less underwriting discount. On January 25, 2023, the underwriters purchased 237,804 shares of common stock and 145,000 warrants to purchase common stock at $ 5.00 per share in connection with Over-Allotment. Upon the sale of the Over-Allotment, the Company issued its underwriters an additional 16,646 warrants with an exercise price of $ 6.25 per warrant and a contractual life of five years . The Company received net proceeds of $ 1,105,789 after deducting underwriting discounts for the common stock and warrants issued in connection with the Over-Allotment. On March 16, 2023, the Company entered into an exclusive License and Supply Agreement ("DRL Agreement") with Dr. Reddy's Laboratories ("DRL"). The DRL Agreement will become effective on April 1, 2023. Pursuant to the terms of the DRL Agreement, the Company will in-license DRL's proposed abatacept biosimilar to be used in the development and commercialization of the Company's biologic product candidate combination that aims to suppress inflammation (“COYA 302”) in the U.S., Canada, Mexico, South America, the European Union, the United Kingdom, and Japan. In consideration for the license, within 30 days from execution of the DRL Agreement, the Company will pay a one-time, non-refundable upfront fee of $ 350,000 . The Company will pay to DRL up to an aggregate of approximately $ 2,900,000 of pre-approval regulatory milestone payments for the first indication in the Field (as defined in the DRL Agreement) and an additional approximately $ 20,000,000 if all other development, regulatory approval and sales milestones are incurred under the DRL License Agreement. The Company will also pay to DRL a low-six figure milestone payment per additional indication. Further, pursuant to the DRL Agreement, the Company will pay to DRL single-digit royalties on Net Sales (as defined in the DRL Agreement). |
Basis of Presentation and Sig_2
Basis of Presentation and Significant Accounting Policies (Policies) | 12 Months Ended |
Dec. 31, 2022 | |
Accounting Policies [Abstract] | |
Basis of Presentation | Basis of presentation The accompanying financial statements have been prepared in conformity with U.S. generally accepted accounting principles (“GAAP”). Any reference in these notes to applicable guidance is meant to refer to U.S. GAAP as found in the ASC and Accounting Standards Updates (“ASU”) of the FASB. |
Use of Estimates | Use of estimates The preparation of the financial statements in conformity with GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities, disclosure of contingent assets and liabilities at the date of the financial statements and reported amounts of expenses during the reporting period. Due to the uncertainty of factors surrounding the estimates or judgments used in the preparation of the financial statements, actual results may materially vary from these estimates. Estimates and assumptions are periodically reviewed, and the effects of revisions are reflected in the financial statements in the period they are determined to be necessary. Significant areas that require management’s estimates include fair value of the Company’s convertible promissory notes, the fair value of the Company's equity, prior to being publicly traded, and related inputs, including discount for lack of marketability and volatility, and the grant date fair value of stock options (Note 10), useful life of fixed assets and accrued research and development expenses. |
Segment Information | Segment information Operating segments are defined as components of an enterprise 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 and in assessing performance. The Company views its operations and manages its business in one segment. |
Fair Value of Financial Instruments | Fair value of financial instruments Management believes that the carrying amounts of the Company’s cash equivalents, accounts payable, and accrued expenses approximate fair value due to the short-term nature of those instruments. Convertible promissory notes are recorded at fair value on a recurring basis (Note 3). |
Concentration of Credit Risk | Concentration of credit risk Financial instruments that potentially subject the Company to significant concentrations of credit risk consist primarily of cash and cash equivalents. The Company maintains deposits in federally insured financial institutions in excess of federally insured limits. The Company has not experienced any losses in such accounts and believes it is not exposed to significant risk on its cash and cash equivalents. |
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. Cash equivalents consist primarily of amounts invested in a money market account. |
Deferred financing costs | Deferred financing costs The Company capitalizes costs that are directly associated with in-process equity and debt financing until such financings are consummated, at which time such costs are recorded against the gross proceeds from the applicable financing. If a financing is abandoned, deferred financing costs are expensed. As of December 31, 2022, the Company has incurred $ 1,117,290 in fees associated with the IPO, which are recognized as deferred financing costs on the balance sheet. The Company elected to account for its 2022 Convertible Promissory Notes (Note 7) using the fair value option under ASC 815, and as such, issuance costs of $ 997,367 were immediately expensed as a component of general and administrative expense in the statements of operations during the year ended December 31, 2022. |
Research and Development Costs | Research and development costs Research and development costs are expensed as incurred and consist primarily of funds paid to third parties for the provision of services for product candidate development, clinical and preclinical development and related supply and manufacturing costs, regulatory compliance costs, and personnel and stock-based compensation expenses. At the end of the reporting period, the Company compares payments made to third-party service providers to the estimated progress toward completion of the research or development objectives. Such estimates are subject to change as additional information becomes available. Depending on the timing of payments to the service providers and the progress that the Company estimates has been made as a result of the service provided, the Company may record a net prepaid or accrued expense relating to these costs. Upfront milestone payments made to third parties who perform research and development services on the Company’s behalf are expensed as services are rendered. Costs incurred in obtaining technology licenses are charged to research and development expense as acquired in-process research and development if the technology licensed has not reached technological feasibility and has no alternative future use. |
Patent Costs | Patent costs The Company expenses all costs as incurred in connection with patent applications (including direct application fees, and the legal and consulting expenses related to making such applications) and such costs of $ 120,992 and $ 10,000 were incurred during the years ended December 31, 2022, and 2021, respectively, which are included in general and administrative expenses in the accompanying statements of operations. |
Stock-based Compensation | Stock-based compensation The Company measures share-based employee and nonemployee awards at their grant-date fair value and records compensation expense on a straight-line basis over the vesting period of the awards. The Company accounts for forfeitures in the period in which they occur. Estimating the fair value of share-based awards requires the input of subjective assumptions, including the estimated fair value of the Company’s common stock, and, for stock options, the expected life of the options and stock price volatility. The Company uses the Black-Scholes option pricing model to value its stock option awards. The assumptions used in estimating the fair value of share-based awards represent management’s estimate and involve inherent uncertainties and the application of management’s judgment. As a result, if factors change and management uses different assumptions, share-based compensation expense could be materially different for future awards. The expected term of the stock options is estimated using the “simplified method” as the Company has no historical information from which to develop reasonable expectations about future exercise patterns and post-vesting employment termination behavior for its stock option grants. The simplified method is the midpoint between the vesting period and the contractual term of the option. For stock price volatility, the Company uses comparable public companies as a basis for its expected volatility to calculate the fair value of option grants. The risk-free rate is based on the U.S. Treasury yield curve commensurate with the expected term of the option. The expected dividend yield is 0 % because the Company has not historically paid, and does not expect, for the foreseeable future, to pay a dividend on its common stock. |
Fixed Assets | Fixed assets Fixed assets, which consist mainly of lab equipment, are carried at cost less accumulated depreciation and amortization. Depreciation is calculated using the straight-line method over the estimated useful life of the assets. Research medical equipment is depreciated over the assets estimated useful lives of five years . |
Long-Lived Assets | Long-Lived Assets Long-lived assets, such as fixed assets, are reviewed for impairment whenever events or changes in circumstances indicate that the carrying amount of an asset may not be recoverable. Recoverability of assets to be held and used is measured by a comparison of the carrying amount of an asset to estimated undiscounted future cash flows expected to be generated by the asset. If the carrying amount of an asset exceeds its estimated undiscounted future cash flows, then an impairment charge is recognized by the amount by which the carrying amount of the asset exceeds the fair value of the asset. Considerable management judgment is necessary to estimate discounted future cash flows. Accordingly, actual results could vary significantly from such estimates. The Company did no t recognize any impairment of long‑lived assets for the years ended December 31, 2022 or 2021 . |
Leases | Leases The Company accounts for leases in accordance with ASC 842, Leases (“ASC 842”). At contract inception, the Company determines if an arrangement is or contains a lease. A lease conveys the right to control the use of an identified asset for a period of time in exchange for consideration. If an arrangement is determined to be or contain a lease, the lease is assessed for classification as either an operating or finance lease at the lease commencement date, defined as the date on which the leased asset is made available for use by the Company, based on the economic characteristics of the lease. When determining the expected accounting lease term, the Company includes the noncancellable lease term, together with periods covered by (i) an option to extend the lease if the Company is reasonably certain to exercise such option, (ii) an option to terminate the lease if the Company is reasonably certain not to exercise such option and (iii) an option to extend or not terminate the lease where the exercise of such option is controlled by the lessor. The Company has elected the short-term lease exemption, which allows the Company to not recognize lease liabilities and right-of-use assets arising from lease arrangements with lease terms of twelve months or less. In May 2021, the Company entered into an agreement to lease medical research equipment. Rent expense for this short-term lease for the years ended December 31, 2022, and 2021 was $ 30,000 and $ 150,686 , respectively. The medical research equipment lease expired in February 2022. |
Income Taxes | Income taxes Income taxes are accounted for under the asset and liability method. The Company recognizes deferred tax assets and liabilities for temporary differences between the financial reporting basis and the tax basis of the Company's assets and liabilities, and the expected benefits of net operating loss and income tax credit carryforwards. The impact of changes in tax rates and laws on deferred taxes, if any, applied during the period in which temporary differences are expected to be settled, is reflected in the Company's financial statements in the period of enactment. The measurement of deferred tax assets is reduced, if necessary, if, based on weight of the evidence, it is more likely than not that some, or all, of the deferred tax assets will not be realized. As of December 31, 2022 and 2021 , the Company has concluded that a full valuation allowance is necessary for all of its net deferred tax assets. The Company had no amounts recorded for uncertain tax positions, interest, or penalties in the accompanying financial statements. Although there are no unrecognized income tax benefits, when applicable, the Company’s policy is to report interest and penalties related to unrecognized income tax benefits as a component of income tax expense. |
Net Loss Per Share | Net loss per share Basic net loss per share of common stock is computed by dividing net loss attributable to common stockholders by the weighted-average number of shares of common stock outstanding during each period. Diluted net loss per share of common stock includes the effect, if any, from the potential exercise or conversion of securities, such as convertible preferred stock, common stock warrants and stock options, which would result in the issuance of incremental shares of common stock. For diluted net loss per share, the weighted-average number of shares of common stock is the same for basic net loss per share due to the fact that when a net loss exists, potentially dilutive securities are not included in the calculation when the impact is anti-dilutive. The Company’s convertible preferred stock entitles the holder to participate in dividends and earnings of the Company, and, if the Company were to recognize net income, it would have to use the two-class method to calculate earnings per share. The two-class method is not applicable during periods with a net loss, as the holders of the convertible preferred stock have no obligation to fund losses. The following potentially dilutive securities have been excluded from the computation of diluted weighted-average shares of common stock outstanding, as they would be anti-dilutive: December 31, 2022 2021 Series A Convertible Preferred Stock (as converted) 1,316,926 1,316,926 Convertible promissory notes (as converted) 2,736,488 — Common stock warrants 92,184 92,184 Stock options 478,570 355,441 4,624,168 1,764,551 Amounts in the above table reflect the common stock equivalents. |
Recently Issued but not yet Adopted Accounting Pronouncements | Recently issued but not yet adopted accounting pronouncements In June 2016, the FASB issued ASU 2016-13, Financial Instruments - Credit Losses (Topic 326), Measurement of Credit Losses on Financial Instruments . The standard amends the impairment model by requiring entities to use a forward-looking approach based on expected losses to estimate credit losses for most financial assets and certain other instruments that aren’t measured at fair value through net income. For available-for-sale debt securities, entities will be required to recognize an allowance for credit losses rather than a reduction in carrying value of the asset. Entities will no longer be permitted to consider the length of time that fair value has been less than amortized cost when evaluating when credit losses should be recognized. This new guidance is effective for the Company as of January 1, 2023. The Company is currently evaluating the impact of this ASU and does not expect that adoption of this standard will have a material impact on its financial statements and related disclosures. |
Basis of Presentation and Sig_3
Basis of Presentation and Significant Accounting Policies (Tables) | 12 Months Ended |
Dec. 31, 2022 | |
Accounting Policies [Abstract] | |
Schedule of Dilutive Securities Excluded from Computation of Diluted Weighted-Average Shares of Common Stock Outstanding | The following potentially dilutive securities have been excluded from the computation of diluted weighted-average shares of common stock outstanding, as they would be anti-dilutive: December 31, 2022 2021 Series A Convertible Preferred Stock (as converted) 1,316,926 1,316,926 Convertible promissory notes (as converted) 2,736,488 — Common stock warrants 92,184 92,184 Stock options 478,570 355,441 4,624,168 1,764,551 |
Fair Value Measurements (Tables
Fair Value Measurements (Tables) | 12 Months Ended |
Dec. 31, 2022 | |
Fair Value Disclosures [Abstract] | |
Summary of Company's Assets and Liabilities Measured at Fair Value on a Recurring Basis | In accordance with the fair value hierarchy described above, the following table sets forth the Company’s assets and liabilities measured at fair value on a recurring basis: December 31, 2022 Note Carrying Reference Input Level Fair Value Value Assets: Cash and cash equivalents (money market funds) Level 1 $ 5,933,702 $ 5,933,702 Liabilities: Convertible promissory notes Note 7 Level 3 $ 12,965,480 $ 12,965,480 December 31, 2021 Note Carrying Reference Input Level Fair Value Value Assets: Cash and cash equivalents (money market funds) Level 1 $ 4,340,178 $ 4,340,178 |
Summary of Changes in the Fair Value of Level 3 Contingent Consideration | The Company measured the change in fair value related to instrument-specific credit risk by isolating the change in the fair value of the Notes resulting from the change in CCC option-adjusted spreads between measurement dates. Balance at beginning of year $ - Issuance of convertible promissory notes 10,468,970 Fair value adjustments 2,496,510 Balance at December 31, 2022 $ 12,965,480 |
Prepaids and Other Current As_2
Prepaids and Other Current Assets (Tables) | 12 Months Ended |
Dec. 31, 2022 | |
Prepaid Expense And Other Assets Current [Abstract] | |
Schedule of Prepaid and Other Current Assets | Prepaids and other current assets consist of: December 31, 2022 2021 Prepaid research and development $ 175,860 $ 200,000 Prepaid insurance 1,051,329 10,033 Prepaid other 24,075 34,047 $ 1,251,264 $ 244,080 |
Fixed Assets, Net (Tables)
Fixed Assets, Net (Tables) | 12 Months Ended |
Dec. 31, 2022 | |
Property Plant And Equipment [Abstract] | |
Summary of Fixed Assets | Fixed assets, net consist of: December 31, 2022 2021 Lab equipment $ 136,804 $ 136,804 136,804 136,804 Less: accumulated depreciation ( 43,494 ) ( 16,133 ) $ 93,310 $ 120,671 |
Accrued Expenses (Tables)
Accrued Expenses (Tables) | 12 Months Ended |
Dec. 31, 2022 | |
Payables And Accruals [Abstract] | |
Schedule of Accrued Expenses | Accrued expenses consist of: December 31, 2022 2021 Accrued research and development $ 135,864 $ 163,557 Accrued payroll 927,006 105,000 Accrued professional fees 945,491 22,259 $ 2,008,361 $ 290,816 |
Stock-Based Compensation (Table
Stock-Based Compensation (Tables) | 12 Months Ended |
Dec. 31, 2022 | |
Disclosure Of Compensation Related Costs Sharebased Payments [Abstract] | |
Summary of Stock Options Activity | The following table summarizes the activity for the year ended December 31, 2022: Weighted Weighted average Aggregate average contractual intrinsic Options exercise price term (years) value Outstanding at January 1, 2022 355,441 $ 1.09 9.3 Granted 151,433 $ 3.48 Forfeited and cancelled ( 28,158 ) $ 1.08 Exercised ( 146 ) $ 1.08 Outstanding at December 31, 2022 478,570 $ 1.85 8.7 $ 1,384,873 Exercisable at December 31, 2022 271,098 $ 1.38 8.4 $ 911,713 Vested and expected to vest at December 31, 2022 478,570 $ 1.85 8.7 $ 1,384,873 |
Summary of Stock Based Compensation in Statement of Operations | The Company has recorded stock-based compensation in the accompanying statements of operations as follows: December 31, 2022 2021 General and administrative $ 91,635 $ 47,451 Research and development 115,711 185,771 $ 207,346 $ 233,222 |
Summary of Estimated Black-Scholes Option-Pricing Model Using the Weighted-Average Assumptions | The grant date fair value of each option grant for the year ended December 31, 2022 was estimated using the Black-Scholes option-pricing model using the following weighted-average assumptions: Risk-free interest rate 3.3 % Expected term (years) 5.6 Expected volatility 83.48 % Expected dividend yield — Estimated fair value of the Company's common stock per share $ 3.48 |
Income Taxes (Tables)
Income Taxes (Tables) | 12 Months Ended |
Dec. 31, 2022 | |
Income Tax Disclosure [Abstract] | |
Summary of Reconciliation of Income Tax Benefit at the Statutory Federal Income Tax Rate and Income Taxes | A reconciliation of income tax benefit at the statutory federal income tax rate and income taxes as reflected in the financial statements is as follows: December 31, Rate reconciliation: 2022 2021 Federal tax benefit at statutory rate ( 21.0 )% ( 21.0 )% Permanent differences 4.6 1.1 Change in valuation allowance 16.4 19.9 Total provision 0 % 0 % |
Components of Deferred Tax Assets for Federal Income Taxes | Significant components of the Company's deferred tax assets for federal income taxes consisted of the following: December 31, Deferred tax assets 2022 2021 Startup costs $ 1,502,023 $ 557,038 Capitalized license fees 47,250 44,100 Share-based compensation 51,795 43,868 Net operating losses 608,738 494,955 Accrued expenses and other 60,521 — Section 174 capitalization 873,687 — Valuation allowance ( 3,143,954 ) ( 1,137,603 ) Deferred tax assets, net of valuation allowance $ 60 $ 2,358 Deferred tax liabilities Fixed assets $ ( 60 ) $ ( 2,358 ) Subtotal ( 60 ) ( 2,358 ) Net deferred tax assets $ — $ — |
Organization and Description _2
Organization and Description of Business - Additional Information (Detail) - USD ($) | Dec. 31, 2022 | Dec. 31, 2021 |
Organization Consolidation And Presentation Of Financial Statements [Abstract] | ||
Accumulated deficit | $ 17,868,547 | $ 5,623,771 |
Cash and cash equivalents | $ 5,933,702 | $ 4,340,178 |
Basis of Presentation and Sig_4
Basis of Presentation and Significant Accounting Policies - Additional Information (Details) | 12 Months Ended | |
Dec. 31, 2022 USD ($) Segment | Dec. 31, 2021 USD ($) | |
Significant Accounting Policies [Line Items] | ||
Number of operating segments | Segment | 1 | |
Deferred financing costs | $ 1,117,290 | $ 87,181 |
Expected dividend yield | 0% | |
Impairment of long-lived assets | $ 0 | 0 |
Short-term lease rent expense | 30,000 | 150,686 |
Uncertain tax positions, interest, or penalties | 0 | 0 |
Unrecognized income tax benefits | $ 0 | 0 |
Research Medical Equipment | ||
Significant Accounting Policies [Line Items] | ||
Estimated useful lives | 5 years | |
General and Administrative Expense | Convertible Notes | ||
Significant Accounting Policies [Line Items] | ||
Debt issuance costs | $ 997,367 | |
Patent | General and Administrative Expense | ||
Significant Accounting Policies [Line Items] | ||
Patent costs | $ 120,992 | $ 10,000 |
Basis of Presentation and Sig_5
Basis of Presentation and Significant Accounting Policies - Schedule of Dilutive Securities Excluded from Computation of Diluted Weighted-Average Shares of Common Stock Outstanding (Details) - shares | 12 Months Ended | |
Dec. 31, 2022 | Dec. 31, 2021 | |
Antidilutive Securities Excluded From Computation Of Earnings Per Share [Line Items] | ||
Antidilutive securities excluded from computation of earnings per share, amount | 4,624,168 | 1,764,551 |
Series A Convertible Preferred Stock | ||
Antidilutive Securities Excluded From Computation Of Earnings Per Share [Line Items] | ||
Antidilutive securities excluded from computation of earnings per share, amount | 1,316,926 | 1,316,926 |
Convertible Promissory Notes | ||
Antidilutive Securities Excluded From Computation Of Earnings Per Share [Line Items] | ||
Antidilutive securities excluded from computation of earnings per share, amount | 2,736,488 | |
Common Stock Warrants | ||
Antidilutive Securities Excluded From Computation Of Earnings Per Share [Line Items] | ||
Antidilutive securities excluded from computation of earnings per share, amount | 92,184 | 92,184 |
Stock Options | ||
Antidilutive Securities Excluded From Computation Of Earnings Per Share [Line Items] | ||
Antidilutive securities excluded from computation of earnings per share, amount | 478,570 | 355,441 |
Fair Value Measurements - Summa
Fair Value Measurements - Summary Of Company's Assets and Liabilities Measured at Fair Value on a Recurring Basis (Details) - USD ($) | Dec. 31, 2022 | Dec. 31, 2021 |
Assets, Fair Value Disclosure [Abstract] | ||
Cash and cash equivalents (money market funds), Carrying Value | $ 5,933,702 | $ 4,340,178 |
Fair Value, Recurring | Level 1 | ||
Assets, Fair Value Disclosure [Abstract] | ||
Cash and cash equivalents (money market funds), Fair Value | 5,933,702 | 4,340,178 |
Cash and cash equivalents (money market funds), Carrying Value | 5,933,702 | $ 4,340,178 |
Fair Value, Recurring | Level 3 | ||
Liabilities, Fair Value Disclosure [Abstract] | ||
Convertible promissory notes, Fair Value | 12,965,480 | |
Convertible promissory notes, Carrying Value | $ 12,965,480 |
Fair Value Measurements - Sum_2
Fair Value Measurements - Summary Of Changes in the Fair Value of Level 3 Contingent Consideration (Details) | 12 Months Ended |
Dec. 31, 2022 USD ($) | |
Fair Value Disclosures [Abstract] | |
Issuance of convertible promissory notes | $ 10,468,970 |
Fair value adjustments | 2,496,510 |
Balance at December 31, 2022 | $ 12,965,480 |
Prepaid and Other Current Asset
Prepaid and Other Current Assets - Schedule of Prepaid and Other Current Assets (Details) - USD ($) | Dec. 31, 2022 | Dec. 31, 2021 |
Prepaid Expense And Other Assets Current [Abstract] | ||
Prepaid research and development | $ 175,860 | $ 200,000 |
Prepaid insurance | 1,051,329 | 10,033 |
Prepaid other | 24,075 | 34,047 |
Prepaid and other current assets | $ 1,251,264 | $ 244,080 |
Fixed Assets, Net - Summary of
Fixed Assets, Net - Summary of Fixed Assets (Details) - USD ($) | Dec. 31, 2022 | Dec. 31, 2021 |
Property Plant And Equipment [Line Items] | ||
Property, plant and equipment, gross | $ 136,804 | $ 136,804 |
Less: accumulated depreciation | (43,494) | (16,133) |
Property, plant and equipment, net | 93,310 | 120,671 |
Lab Equipment | ||
Property Plant And Equipment [Line Items] | ||
Property, plant and equipment, gross | $ 136,804 | $ 136,804 |
Fixed Assets, Net - Additional
Fixed Assets, Net - Additional Information (Details) - USD ($) | 12 Months Ended | |
Dec. 31, 2022 | Dec. 31, 2021 | |
Property Plant And Equipment [Abstract] | ||
Depreciation | $ 27,361 | $ 16,133 |
Accrued Expenses - Schedule of
Accrued Expenses - Schedule of Accrued Expenses (Details) - USD ($) | Dec. 31, 2022 | Dec. 31, 2021 |
Payables And Accruals [Abstract] | ||
Accrued research and development | $ 135,864 | $ 163,557 |
Accrued payroll | 927,006 | 105,000 |
Accrued professional fees | 945,491 | 22,259 |
Accrued expenses | $ 2,008,361 | $ 290,816 |
Convertible Promissory Notes -
Convertible Promissory Notes - Additional Information (Details) - USD ($) | 1 Months Ended | 12 Months Ended | |||
Jan. 03, 2023 | Apr. 30, 2022 | Dec. 31, 2022 | Jan. 31, 2023 | Dec. 31, 2021 | |
Debt Instrument [Line Items] | |||||
Proceeds from issuance of convertible notes | $ 20,000,000 | $ 10,468,970 | |||
Change in fair value of convertible promissory notes | (2,496,510) | ||||
Payments of debt issuance costs | 997,367 | ||||
Common stock issued | $ 259 | $ 259 | |||
Placement agent | |||||
Debt Instrument [Line Items] | |||||
Placement issuance of cash fee percentage | 7% | ||||
Placement agent | Subsequent Event | |||||
Debt Instrument [Line Items] | |||||
Warrants term from date of issuance | 5 years | ||||
Class of warrant purchase | 191,554 | ||||
Class of warrant exercise price | $ 6 | ||||
Convertible Notes | |||||
Debt Instrument [Line Items] | |||||
Debt instrument, principal amount | $ 10,468,970 | ||||
Debt instrument, interest rate | 6% | ||||
Debt instrument maturity date | Jun. 30, 2024 | ||||
Proceeds from issuance of principal amount | $ 10,468,970 | ||||
Change in fair value of convertible promissory notes | $ 2,496,510 | ||||
Convertible Notes | General and Administrative Expense | |||||
Debt Instrument [Line Items] | |||||
Debt issuance costs | 997,367 | ||||
Payments of debt issuance costs | $ 697,828 | ||||
Convertible Notes | IPO | Subsequent Event | |||||
Debt Instrument [Line Items] | |||||
Convertible into share of common stock | 2,736,488 |
Commitments and Contingencies_2
Commitments and Contingencies, Including License and Sponsored Research Agreements - Additional Information (Details) | 1 Months Ended | 12 Months Ended | ||||
Jan. 01, 2025 USD ($) | Oct. 06, 2020 USD ($) | Aug. 31, 2022 USD ($) Patents | Feb. 28, 2021 USD ($) | Dec. 31, 2022 USD ($) | Dec. 31, 2021 USD ($) | |
Minimum | ||||||
Commitments And Contingencies [Line Items] | ||||||
Percentage of royalties owed on sublicense income | 10% | |||||
Maximum | ||||||
Commitments And Contingencies [Line Items] | ||||||
Percentage of royalties owed on sublicense income | 20% | |||||
ARS License Agreement | ||||||
Commitments And Contingencies [Line Items] | ||||||
Number of patent acquired | Patents | 2 | |||||
License agreement option fee | $ 100,000 | |||||
Developmental milestones | $ 5,850,000 | |||||
ARS License Agreement | First Combination Product | ||||||
Commitments And Contingencies [Line Items] | ||||||
Developmental milestones | 13,250,000 | |||||
ARS License Agreement | Combination Product | ||||||
Commitments And Contingencies [Line Items] | ||||||
Developmental milestones | 11,600,000 | |||||
ARS License Agreement | First Mono Product | ||||||
Commitments And Contingencies [Line Items] | ||||||
Developmental milestones | 11,750,000 | |||||
ARS License Agreement | Mono Product | ||||||
Commitments And Contingencies [Line Items] | ||||||
Developmental milestones | $ 5,850,000 | |||||
Methodist License | ||||||
Commitments And Contingencies [Line Items] | ||||||
Reimbursement of patent related expenses. | $ 119,420 | $ 10,000 | ||||
License termination condition description. | The Methodist License Agreement provides that in the event the Company sublicense products and services covered by the Methodist License Agreement, then royalties owed to Houston Methodist would be computed as a percentage of payments received by the Company from the sublicensee. In addition, the termination provisions provide that Houston Methodist may only terminate the Methodist License Agreement, among other things, in the event that after five years the Company is not “Actively Attempting to Develop or Commercialize,” as such term is defined in the Methodist License Agreement. | |||||
Maximum aggregate amount payable upon milestone achievement of specific development and regulatory events. | $ 425,000 | |||||
Methodist License | Scenario Forecast | ||||||
Commitments And Contingencies [Line Items] | ||||||
Minimum annual amount owned upon commercialization | $ 50,000 | |||||
Sponsored Research Agreement | ||||||
Commitments And Contingencies [Line Items] | ||||||
Methodist research fund | $ 1,547,094 | |||||
Agreement Period | 1 year | |||||
Research and development expenses | $ 1,635,712 | $ 1,295,828 |
Convertible Preferred Stock A_2
Convertible Preferred Stock And Stockholders' Equity - Additional Information (Details) | 1 Months Ended | 12 Months Ended | ||
Jan. 03, 2023 $ / shares shares | Dec. 31, 2022 $ / shares shares | Dec. 31, 2022 USD ($) Director $ / shares shares | Dec. 31, 2021 USD ($) $ / shares | |
Class Of Stock [Line Items] | ||||
Common stock, par value | $ 0.0001 | $ 0.0001 | $ 0.0001 | |
Series A convertible preferred stock, par value | $ 0.0001 | $ 0.0001 | 0.0001 | |
Reverse stock split, conversion ratio | 0.1756 | |||
Reverse stock split description | one-for-5.6955 | |||
Common stock voting rights | The holders of common stock are entitled to one vote for each share of common stock held at all meetings of stockholders. Unless required by law, there shall be no cumulative voting. | |||
Board of Directors | ||||
Class Of Stock [Line Items] | ||||
Number of director | Director | 5 | |||
Common Stock | ||||
Class Of Stock [Line Items] | ||||
Number of director | Director | 2 | |||
Common Stock | Chief Executive Officer | ||||
Class Of Stock [Line Items] | ||||
Number of director | Director | 1 | |||
Common Stock | Independent Director | ||||
Class Of Stock [Line Items] | ||||
Number of director | Director | 1 | |||
Series A Convertible Preferred Stock | ||||
Class Of Stock [Line Items] | ||||
Preferred stock, dividend percentage | 8% | |||
Dividends | $ | $ 0 | |||
Number of director | Director | 1 | |||
Preferred stock, liquidation preference | $ 1.338 | $ 1.338 | $ 1.338 | |
Dividends declared | $ | $ 0 | |||
Series A | ||||
Class Of Stock [Line Items] | ||||
Class of warrant purchase | shares | 92,184 | 92,184 | ||
Class of warrant exercise price | $ 9.15 | $ 9.15 | ||
Warrants term from date of issuance | 5 years | 5 years | ||
Fair value adjustment of warrants | $ | $ 15,138 | |||
IPO | Subsequent Event | ||||
Class Of Stock [Line Items] | ||||
Sale of stock per share | $ 5 | |||
Stock issued during the period, converted shares | shares | 1,316,926 | |||
Class of warrant purchase | shares | 1,525,000 | |||
Class of warrant exercise price | $ 7.50 | |||
Warrants term from date of issuance | 5 years | |||
IPO | Series A Convertible Preferred Stock | Subsequent Event | ||||
Class Of Stock [Line Items] | ||||
Stock issued during the period, converted shares | shares | 1,316,926 |
Stock-based compensation - Addi
Stock-based compensation - Additional Information (Details) - USD ($) | 12 Months Ended | |
Dec. 31, 2022 | Dec. 31, 2021 | |
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | ||
Service-based stock options that generally have a contractual life | 8 years 8 months 12 days | 9 years 3 months 18 days |
Unrecognized compensation cost | $ 346,417 | |
Weighted-average amortization period | 1 year 10 months 24 days | |
Expected dividend yield | 0% | |
Stock Options | ||
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | ||
Expected dividend yield | 0% | |
Stock Options | Maximum | ||
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | ||
Service-based stock options that generally have a contractual life | 10 years | |
Vesting period | 4 years | |
2021 Equity Incentive Plan | ||
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | ||
Common stock were authorized to be issued | 790,097 | |
Shares were available for future issuance | 311,089 |
Stock-based compensation - Summ
Stock-based compensation - Summary of Stock Based Compensation in Statement of Operations (Details) - USD ($) | 12 Months Ended | |
Dec. 31, 2022 | Dec. 31, 2021 | |
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | ||
Stock-based compensation | $ 207,346 | $ 233,222 |
General and Administrative | ||
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | ||
Stock-based compensation | 91,635 | 47,451 |
Research and Development | ||
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | ||
Stock-based compensation | $ 115,711 | $ 185,771 |
Stock-based compensation - Su_2
Stock-based compensation - Summary of Stock Options Activity (Details) - USD ($) | 12 Months Ended | |
Dec. 31, 2022 | Dec. 31, 2021 | |
Disclosure Of Compensation Related Costs Sharebased Payments [Abstract] | ||
Outstanding at January 1, 2022, Options | 355,441 | |
Granted, Options | 151,433 | |
Forfeited and cancelled, Options | (28,158) | |
Exercised, Options | (146) | |
Outstanding at December 31, 2022, Options | 478,570 | 355,441 |
Exercisable at December 31, 2022, Options | 271,098 | |
Vested and expected to vest at December 31, 2022, Options | 478,570 | |
Outstanding at January 1, 2022, Weighted average exercise price | $ 1.09 | |
Granted, Weighted average exercise price | 3.48 | |
Forfeited and cancelled, Weighted average exercise price | 1.08 | |
Exercised, Weighted average exercise price | 1.08 | |
Outstanding at December 31, 2022, Weighted average exercise price | 1.85 | $ 1.09 |
Exercisable at December 31, 2022, Weighted average exercise price | 1.38 | |
Vested and expected to vest at December 31, 2022, Weighted average exercise price | $ 1.85 | |
Outstanding, Weighted average remaining contractual term (years) | 8 years 8 months 12 days | 9 years 3 months 18 days |
Exercisable at December 31, 2022, Weighted average remaining contractual term (years) | 8 years 4 months 24 days | |
Vested and expected to vest at December 31, 2022, Weighted average remaining contractual term (years) | 8 years 8 months 12 days | |
Outstanding at January 1, 2022, Aggregate intrinsic value | $ 1,384,873 | |
Outstanding at December 31, 2022, Aggregate intrinsic value | 1,384,873 | |
Exercisable at December 31, 2022, Aggregate intrinsic value | 911,713 | |
Vested and expected to vest at December 31, 2022, Aggregate intrinsic value | $ 1,384,873 |
Stock-based compensation - Su_3
Stock-based compensation - Summary of Estimated Black-Scholes Option-Pricing Model Using the Weighted-Average Assumptions (Details) | 12 Months Ended |
Dec. 31, 2022 $ / shares | |
Disclosure Of Compensation Related Costs Sharebased Payments [Abstract] | |
Risk-free interest rate | 3.30% |
Expected term (years) | 5 years 7 months 6 days |
Expected volatility | 83.48% |
Estimated fair value of the Company's common stock per share | $ 3.48 |
Income Taxes - Summary of Recon
Income Taxes - Summary of Reconciliation of Income Tax Benefit at the Statutory Federal Income Tax Rate and Income Taxes (Detail) | 12 Months Ended | |
Dec. 31, 2022 | Dec. 31, 2021 | |
Income Tax Disclosure [Abstract] | ||
Federal tax benefit at statutory rate | (21.00%) | (21.00%) |
Effective Income Tax Rate Reconciliation Permanent Differences | 4.60% | 1.10% |
Change in valuation allowance | 16.40% | 19.90% |
Effective Income Tax Rate Reconciliation, Percent, Total | 0% | 0% |
Income Taxes - Components of De
Income Taxes - Components of Deferred Tax Assets for Federal Income Taxes (Details) - USD ($) | Dec. 31, 2022 | Dec. 31, 2021 |
Deferred tax assets | ||
Startup costs | $ 1,502,023 | $ 557,038 |
Capitalized license fees | 47,250 | 44,100 |
Share-based compensation | 51,795 | 43,868 |
Net operating losses | 608,738 | 494,955 |
Accrued expenses and other | 60,521 | |
Section 174 capitalization | 873,687 | |
Valuation allowance | (3,143,954) | (1,137,603) |
Deferred tax assets, net of valuation allowance | 60 | 2,358 |
Deferred tax liabilities | ||
Fixed assets | (60) | (2,358) |
Subtotal | $ (60) | $ (2,358) |
Income Taxes - Additional Infor
Income Taxes - Additional Information (Details) - USD ($) | 12 Months Ended | |
Dec. 31, 2022 | Dec. 31, 2021 | |
Federal | ||
Operating Loss Carryforwards [Line Items] | ||
Operating loss carryforwards | $ 2,898,754 | $ 2,356,929 |
Internal Revenue Service (IRS) | ||
Operating Loss Carryforwards [Line Items] | ||
Operating loss carryforwards, limitations on use | Net operating loss and tax credit carry-forwards are subject to review and possible adjustment by the Internal Revenue Service (“IRS”) and may become subject to an annual limitation in the event of certain cumulative changes in the ownership interest of significant stockholders over a three-year period in excess of 50% as defined under Sections 382 and 383 in the Internal Revenue Code, which could limit the amount of tax attributes that can be utilized annually to offset future taxable income or tax liabilities. The amount of the annual limitation is determined based on the Company’s value immediately prior to the ownership change. Subsequent ownership changes may further affect the limitation in future years. The Company has not yet conducted a study to determine if any such limitation exists. | |
Operating loss carry forwards, excess percentage of ownership interest | 50% |
Related Party Transactions - Ad
Related Party Transactions - Additional Information (Details) - USD ($) | 1 Months Ended | 8 Months Ended | 12 Months Ended | ||
Apr. 30, 2022 | Jan. 31, 2021 | Dec. 31, 2020 | Dec. 31, 2022 | Dec. 31, 2021 | |
Related Party Transaction [Line Items] | |||||
Proceeds from issuance of convertible notes | $ 20,000,000 | $ 10,468,970 | |||
Consulting fees | $ 30,000 | $ 127,500 | |||
Convertible Promissory Notes | |||||
Related Party Transaction [Line Items] | |||||
Debt instrument, principal amount | $ 10,468,970 | ||||
Debt instrument, interest rate | 6% | ||||
Debt instrument maturity date | Jun. 30, 2024 | ||||
Debt issuance costs | $ 997,367 | ||||
Placement agent fees | $ 697,828 | ||||
Consulting Arrangement | |||||
Related Party Transaction [Line Items] | |||||
Monthly consulting and advisory fee | $ 10,000 | ||||
Affiliate of Pre-Merger Owners of Coya Therapeutics, Inc. | Series A Convertible Preferred Stock | |||||
Related Party Transaction [Line Items] | |||||
Placement agent fees | $ 704,750 | ||||
Common Stock Warrants | |||||
Related Party Transaction [Line Items] | |||||
Purchase of warrant | 92,184 |
Subsequent Events - Additional
Subsequent Events - Additional Information (Details) - USD ($) | Mar. 29, 2023 | Mar. 16, 2023 | Jan. 25, 2023 | Jan. 03, 2023 | Dec. 31, 2022 | Dec. 31, 2021 |
Subsequent Event [Line Items] | ||||||
Common stock, shares authorized | 30,000,000 | 30,000,000 | ||||
Preferred stock, shares authorized | 7,500,713 | 7,500,713 | ||||
Subsequent Event | ||||||
Subsequent Event [Line Items] | ||||||
Subsequent events from balance sheet date | Mar. 29, 2023 | |||||
Net proceeds from IPO | $ 13,432,500 | |||||
Subsequent Event | DRL Agreement | ||||||
Subsequent Event [Line Items] | ||||||
License Agreement Period | 30 days | |||||
License agreement upfront fee | $ 350,000 | |||||
Pre-approval regulatory milestone payments | 2,900,000 | |||||
Additional payments of other development and sales milestones | $ 20,000,000 | |||||
IPO | Subsequent Event | ||||||
Subsequent Event [Line Items] | ||||||
Transaction date | Jan. 03, 2023 | |||||
Shares issued | 3,050,000 | |||||
Class of warrant purchase | 1,525,000 | |||||
Sale of stock per share | $ 5 | |||||
Class of warrant exercise price | $ 7.50 | |||||
Warrant contractual life | 5 years | |||||
Series A shares converted into common stock | 1,316,926 | |||||
Notes converted into common stock | 2,736,488 | |||||
Common stock, shares authorized | 200,000,000 | |||||
Preferred stock, shares authorized | 10,000,000 | |||||
Placement agent | Subsequent Event | ||||||
Subsequent Event [Line Items] | ||||||
Class of warrant purchase | 191,554 | |||||
Class of warrant exercise price | $ 6 | |||||
Warrant contractual life | 5 years | |||||
Underwriters | Subsequent Event | ||||||
Subsequent Event [Line Items] | ||||||
Class of warrant purchase | 16,646 | 213,500 | ||||
Class of warrant exercise price | $ 6.25 | $ 6.25 | ||||
Warrant contractual life | 5 years | 5 years | ||||
Over-Allotment | Subsequent Event | ||||||
Subsequent Event [Line Items] | ||||||
Shares issued | 237,804 | |||||
Class of warrant purchase | 145,000 | 145,000 | ||||
Sale of stock per share | $ 5 | $ 5 | ||||
Net proceeds from IPO | $ 1,105,789 | |||||
Underwriter over allotment option period | 30 days | |||||
Over-Allotment | Subsequent Event | Maximum | ||||||
Subsequent Event [Line Items] | ||||||
Shares issued | 290,000 |