Document and Entity Information
Document and Entity Information - shares | 9 Months Ended | |
Sep. 30, 2021 | Jan. 05, 2022 | |
Document and Entity Information [Abstract] | ||
Document Type | 10-Q/A | |
Document Quarterly Report | true | |
Document Transition Report | false | |
Document Period End Date | Sep. 30, 2021 | |
Entity File Number | 001-41096 | |
Entity Registrant Name | AeroClean Technologies, Inc. | |
Entity Incorporation, State or Country Code | DE | |
Entity Tax Identification Number | 45-3213164 | |
Entity Address State Or Province | FL | |
Entity Address, Address Line One | 10455 Riverside Dr | |
Entity Address, City or Town | Palm Beach Gardens | |
Entity Address, Postal Zip Code | 33410 | |
City Area Code | 833 | |
Local Phone Number | 652-5326 | |
Title of 12(b) Security | Common Stock, $0.01 Par Value | |
Trading Symbol | AERC | |
Security Exchange Name | NASDAQ | |
Entity Current Reporting Status | No | |
Entity Interactive Data Current | Yes | |
Entity Filer Category | Non-accelerated Filer | |
Entity Small Business | true | |
Entity Emerging Growth Company | true | |
Entity Ex Transition Period | false | |
Entity Shell Company | false | |
Entity Common Stock, Shares Outstanding | 13,877,636 | |
Entity Central Index Key | 0001872356 | |
Current Fiscal Year End Date | --12-31 | |
Document Fiscal Year Focus | 2021 | |
Document Fiscal Period Focus | Q3 | |
Amendment Flag | true | |
Amendment Description | Amendment No. 1 |
CONDENSED BALANCE SHEETS
CONDENSED BALANCE SHEETS - USD ($) | Sep. 30, 2021 | Dec. 31, 2020 |
Current assets: | ||
Cash | $ 655,780 | $ 2,333,117 |
Accounts receivable | 201,801 | |
Prepaid expenses and other current assets | 135,236 | 304,836 |
Subscription receivable | 100,543 | |
Inventories | 247,041 | |
Total current assets | 1,239,858 | 2,738,496 |
Property and equipment, net | 2,284,418 | 454,679 |
Deferred offering costs | 939,741 | |
Other assets | 21,667 | |
Total assets | 4,485,684 | 3,193,175 |
Current liabilities: | ||
Accounts payable | 769,739 | 332,072 |
Accrued expenses and other current liabilities | 872,808 | 333,236 |
Loan from related party | 500,000 | |
Total current liabilities | 2,142,547 | 665,308 |
Commitments and contingencies (Note 7) | ||
Members' equity | 2,343,137 | 2,527,867 |
Total liabilities and members' equity | $ 4,485,684 | $ 3,193,175 |
CONDENSED STATEMENTS OF OPERATI
CONDENSED STATEMENTS OF OPERATIONS - USD ($) | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2021 | Sep. 30, 2020 | Sep. 30, 2021 | Sep. 30, 2020 | |
CONDENSED STATEMENTS OF OPERATIONS | ||||
Product revenues | $ 261,299 | $ 261,299 | ||
Cost of sales | 147,733 | 147,733 | ||
Gross profit | 113,566 | 113,566 | ||
Operating Expenses: | ||||
General and administrative | 685,079 | $ 484,442 | 2,678,689 | $ 625,812 |
Research and development | 956,499 | 812,950 | 3,617,101 | 1,057,265 |
Total operating expenses | 1,641,578 | 1,297,392 | 6,295,790 | 1,683,077 |
Net loss | $ (1,528,012) | $ (1,297,392) | $ (6,182,224) | $ (1,683,077) |
Net loss per share: | ||||
Basic | $ (0.13) | $ (0.36) | $ (0.61) | $ (0.67) |
Diluted | $ (0.13) | $ (0.36) | $ (0.61) | $ (0.67) |
Weighted-average common shares outstanding: | ||||
Basic | 11,363,636 | 3,557,114 | 10,135,506 | 2,506,780 |
Diluted | 11,363,636 | 3,557,114 | 10,135,506 | 2,506,780 |
CONDENSED STATEMENTS OF CHANGES
CONDENSED STATEMENTS OF CHANGES IN MEMBERS' EQUITY (DEFICIT) - USD ($) | Class A | Accumulated Deficit | Total |
Balance, beginning of the period at Dec. 31, 2019 | $ 4,669,696 | $ (4,900,326) | $ (230,630) |
Balance, beginning of the period (in shares) at Dec. 31, 2019 | 2,000,000 | ||
Issuance of equity units | $ 4,081,578 | 4,081,578 | |
Issuance of equity units (In shares) | 4,081,578 | ||
Net loss | (1,683,077) | (1,683,077) | |
Balance, end of the period at Sep. 30, 2020 | $ 8,751,274 | (6,583,403) | 2,167,871 |
Balance, end of the period (in shares) at Sep. 30, 2020 | 6,081,578 | ||
Balance, beginning of the period at Dec. 31, 2019 | $ 4,669,696 | (4,900,326) | (230,630) |
Balance, beginning of the period (in shares) at Dec. 31, 2019 | 2,000,000 | ||
Net loss | (3,323,081) | ||
Balance, end of the period at Dec. 31, 2020 | $ 10,751,274 | (8,223,407) | 2,527,867 |
Balance, end of the period (in shares) at Dec. 31, 2020 | 8,081,578 | ||
Balance, beginning of the period at Jun. 30, 2020 | $ 6,669,696 | (5,286,011) | 1,383,685 |
Balance, beginning of the period (in shares) at Jun. 30, 2020 | 4,000,000 | ||
Issuance of equity units | $ 2,081,578 | 2,081,578 | |
Issuance of equity units (In shares) | 2,081,578 | ||
Net loss | (1,297,392) | (1,297,392) | |
Balance, end of the period at Sep. 30, 2020 | $ 8,751,274 | (6,583,403) | 2,167,871 |
Balance, end of the period (in shares) at Sep. 30, 2020 | 6,081,578 | ||
Balance, beginning of the period at Dec. 31, 2020 | $ 10,751,274 | (8,223,407) | 2,527,867 |
Balance, beginning of the period (in shares) at Dec. 31, 2020 | 8,081,578 | ||
Issuance of equity units | $ 5,997,494 | 5,997,494 | |
Issuance of equity units (In shares) | 5,347,370 | ||
Net loss | (6,182,224) | (6,182,224) | |
Balance, end of the period at Sep. 30, 2021 | $ 16,748,768 | (14,405,631) | 2,343,137 |
Balance, end of the period (in shares) at Sep. 30, 2021 | 13,428,948 | ||
Balance, beginning of the period at Jun. 30, 2021 | $ 16,748,768 | (12,877,619) | 3,871,149 |
Balance, beginning of the period (in shares) at Jun. 30, 2021 | 13,428,948 | ||
Net loss | (1,528,012) | (1,528,012) | |
Balance, end of the period at Sep. 30, 2021 | $ 16,748,768 | $ (14,405,631) | $ 2,343,137 |
Balance, end of the period (in shares) at Sep. 30, 2021 | 13,428,948 |
CONDENSED STATEMENTS OF CASH FL
CONDENSED STATEMENTS OF CASH FLOWS - USD ($) | 9 Months Ended | |
Sep. 30, 2021 | Sep. 30, 2020 | |
CASH FLOWS FROM OPERATING ACTIVITIES: | ||
Net loss | $ (6,182,224) | $ (1,683,077) |
Adjustments to reconcile net loss to net cash flows used in operating activities | ||
Depreciation and amortization | 43,818 | 0 |
Equity-based compensation | 924,438 | 62,359 |
Changes in operating assets and liabilities: | ||
Accounts receivable | (201,801) | |
Inventories | (247,041) | |
Other current and non-current assets | (791,808) | (133,077) |
Accounts payable | 390,948 | 285,777 |
Accrued expenses and other current liabilities | 539,572 | 212,569 |
Due to related parties | (25,000) | |
Net cash flows used in operating activities | (5,524,098) | (1,280,449) |
CASH FLOWS FROM INVESTING ACTIVITIES: | ||
Purchases of property and equipment | (1,826,838) | (363,200) |
Net cash flows used in investing activities | (1,826,838) | (363,200) |
CASH FLOWS FROM FINANCING ACTIVITIES: | ||
Proceeds from issuance of equity units | 5,173,599 | 3,957,519 |
Proceeds from loan from related party | 500,000 | |
Net cash flows provided by financing activities | 5,673,599 | 3,957,519 |
Net increase in cash | (1,677,337) | 2,313,870 |
Cash, beginning of period | 2,333,117 | 796 |
Cash, end of period | 655,780 | 2,314,666 |
Supplemental schedule of non-cash activities: | ||
Equity units issued to related party | $ 61,700 | |
Purchases of property and equipment in accounts payable | $ 46,716 |
Description of Business
Description of Business | 9 Months Ended |
Sep. 30, 2021 | |
Description of Business | |
Description of Business | 1. Description of Business AeroClean Technologies, Inc. (“AeroClean” or the “Company”) was initially formed as CleanCo Bioscience Group LLC (“CBG”) in the State of Florida on September 2, 2011. Subsequent to its formation, CBG established a team of scientists, engineers and medical experts to provide solutions for the challenges posed by harmful airborne pathogens and resultant hospital acquired infections. On September 15, 2020, CBG converted into AeroClean Technologies, LLC as a Delaware limited liability company and is headquartered in Palm Beach Gardens, Florida. On November 23, 2021, AeroClean Technologies, LLC incorporated in the state of Delaware as AeroClean Technologies, Inc. See Note 3, Public Offering for a discussion of the Company’s recent initial public offering. AeroClean is an interior space air purification technology company with an immediate objective of initiating full-scale commercialization of its high-performance interior air sterilization and disinfection products for the eradication of coronavirus and other harmful airborne pathogens. AeroClean was established to develop technology-driven, medical-grade air purification solutions for hospitals and other healthcare settings. Going Concern and Liquidity Analysis The provisions of Financial Accounting Standards Board (“FASB”) Accounting Standards Codification (“ASC”) Topic 205-40, Presentation of Financial Statements — Going Concern For the year ended December 31, 2020, the Company incurred a net loss of $3,323,081 and accumulated deficit of $8,223,407 and net cash used in operating activities was $3,069,976. The Company incurred net losses of $6,182,224 during the nine months ended September 30, 2021 and had working capital and an accumulated deficit of $902,689 and $14,405,631, respectively, at September 30, 2021. The Company’s net cash used in operating activities was $5,524,098 for the nine months ended September 30, 2021. These factors raised substantial doubt about the Company’s ability to continue as a going concern. However, the Company is an early-stage company and has begun generating revenues through the commercial production and sale of its Pūrgo air purification device. The Company first shipped units to customers in July 2021 and generated revenues of $261,299 through September 30, 2021. The Company’s ability to fund its operations is dependent upon management’s plans, which include generating sufficient revenues and controlling the Company’s expenses. A failure to generate sufficient revenues or control expenses, among other factors, will adversely impact the Company’s ability to meet its financial obligations as they become due and payable and to achieve its intended business objectives. However, substantial doubt about the Company’s ability to continue as a going concern has been alleviated through an initial public offering (the “Public Offering”). On November 29, 2021, the Company completed the Public Offering resulting in aggregate gross proceeds of $25,140,000 and net proceeds of $22,000,000 after deducting underwriting fees and closing costs of approximately $3,100,000. See Note 3, Public Offering. The accumulated deficit from the inception of the Company through September 30, 2021 is substantially less than the amount raised through the Public Offering. Further, the Company’s investment into research and development, engineering and other product development costs has been decreasing following the product launch, and as discussed, the Company is now generating revenues and margins from the sale of its Pūrgo device. Operating costs associated with revenue generation can also be managed as the Company increases revenues. Accordingly, management has concluded there is no longer a substantial doubt as to the Company’s ability to continue as a going concern within one year after the date the financial statements are issued based on the Company’s operating history and outlook. 1. COVID-19 Pandemic The Company continues to monitor the outbreak of COVID-19 and its variants, including the most recent Omicron variant, which continue to spread throughout the world and adversely impact global commercial activity and contribute to significant declines and volatility in financial markets. The Company’s on-going research and development activities, including development of product prototypes and manufacturing activities, are all conducted in the United States, and as a result, the Company has been able to mitigate the adverse impact of the COVID-19 pandemic on its global supply chain. During 2020 and through the date these financial statements were available to be issued, the Company has not experienced any adverse impact on its operations and does not expect any significant disruptions in the near term. The Company continues to actively monitor the situation and may take further actions that impact operations as may be required by federal, state or local authorities or that the Company determines is in the best interests of its employees, customers, suppliers and stockholders. As of the date these financial statements were available to be issued, the pandemic presents uncertainty and risk as the Company cannot reasonably determine or predict the nature, duration or scope of the overall impact the COVID-19 pandemic will have on its business, results of operations, liquidity or capital resources. |
Summary of Significant Accounti
Summary of Significant Accounting Policies | 9 Months Ended |
Sep. 30, 2021 | |
Summary of Significant Accounting Policies | |
Summary of Significant Accounting Policies | 2. Critical accounting policies are defined as those that are reflective of significant judgments and uncertainties and potentially result in materially different results under different assumptions and conditions. The Company’s critical accounting policies are described in Note 2, Summary of Significant Accounting Policies, of the Company’s audited financial statements for the year ended December 31, 2020 included in its offering circular filed with the Securities and Exchange Commission (the “SEC”) pursuant to Rule 253(g)(1) promulgated under the Securities Act of 1933, as amended (the “Securities Act”), on November 24, 2021, except as noted below. The Company is an “emerging growth company,” as defined in the Jumpstart Our Business Startups Act of 2012 (the “JOBS Act”). Under the JOBS Act, emerging growth companies can delay adopting new or revised accounting standards issued subsequent to the enactment of the JOBS Act until such time as those standards apply to private companies. The Company has elected to avail itself of this exemption from new or revised accounting standards and, therefore, the financial statements may not be comparable to companies that comply with the new or revised accounting pronouncements as of the public company effective dates. The Company has reviewed recent accounting pronouncements and, with the exception of the below, concluded they are either not applicable to the business or no material effect is expected on the condensed financial statements as a result of future adoption. In June 2016, the FASB issued Accounting Standards Update (“ASU”) No. 2016-13, Financial Instruments - Credit Losses, which was subsequently amended by ASU No. 2018-19 and ASU No. 2019-10, and which requires the measurement of expected credit losses for financial instruments carried at amortized cost held at the reporting date based on historical experience, current conditions and reasonable forecasts. The updated guidance also amends the current other-than-temporary impairment model for available-for-sale debt securities by requiring the recognition of impairments relating to credit losses through an allowance account and limits the amount of credit loss to the difference between a security’s amortized cost basis and its fair value. In addition, the length of time a security has been in an unrealized loss position will no longer impact the determination of whether a credit loss exists. The main objective of this ASU is to provide financial statement users with more decision-useful information about the expected credit losses on financial instruments and other commitments to extend credit held by a reporting entity at each reporting date. The standard is effective for the fiscal year beginning after December 15, 2022, or December 15, 2021 if the Company loses emerging growth company status in 2021. The Company will continue to assess the possible impact of this standard, but it currently does not expect that the adoption of this standard will have a significant impact on its financial statements and its limited history of bad debt expense relating to trade accounts receivable. 2. Basis of Presentation These unaudited condensed financial statements have been prepared in accordance with accounting principles generally accepted in the United States of America (“GAAP”) for interim financial information and pursuant to the rules and regulations of the SEC. Accordingly, they do not include all of the information and footnotes required by GAAP for complete financial statements. The balance sheet as of December 31, 2020 has been derived from audited financial statements at such date. All adjustments that, in the opinion of the Company’s management, are considered necessary for a fair presentation of the results of operations for the periods shown have been reflected in these unaudited condensed financial statements. The results of operations for the periods presented are not necessarily indicative of the results expected for the full fiscal year 2021 or for any future period. The information included in these unaudited condensed financial statements should be read in conjunction with the Company’s audited financial statements and accompanying notes. Use of Estimates The preparation of the Company’s financial statements requires management to make estimates and assumptions that affect the reported amounts of assets, liabilities and expenses and related disclosure of contingent assets and liabilities. Significant estimates in these financial statements include those related to the fair value of equity-based compensation and management’s assessment of the Company’s ability to continue as a going concern, which involves the estimation of the amount and timing of future cash inflows and outflows, specifically related to the Company’s ability to generate revenue and manage expenses. Management’s assessment of the Company’s ability to continue as a going concern involves the estimation of the amount and timing of future cash inflows and outflows. On an ongoing basis, the Company evaluates its estimates, judgments and methodologies. The Company bases its estimates on historical experience and on various other assumptions believed to be reasonable. Due to the inherent uncertainty involved in making estimates, actual results could differ materially from those estimates. Certain accounting policies involve judgments and uncertainties to such an extent that there is a reasonable likelihood that materially different amounts could have been reported under different conditions or if different assumptions had been used. The Company evaluates its estimates and assumptions on a regular basis. The Company bases its estimates on historical experience, if applicable, and various other assumptions that are believed to be reasonable under the circumstances, the results of which form the basis for making judgments about the carrying values of assets and liabilities that are not readily apparent from other sources. Actual results could differ from these estimates and assumptions used in preparation of the financial statements. Revenue Recognition The Company recognizes revenues related to sales of products upon the customer obtaining control of promised goods, in an amount that reflects the consideration that is expected to be received in exchange for those goods. To determine revenue recognition for arrangements within the scope of ASC Topic 606, Revenue from Contracts with Customers ( Accounts Receivable, Net An allowance for uncollectible accounts receivable is recorded when management believes the collectability of the accounts receivable is confirmed. Subsequent recoveries, if any, are credited to the allowance. The allowance is determined based on management’s review of the debtor’s ability to repay and repayment history, aging history and estimated value of collateral, if any. 2. Summary of Significant Accounting Policies (Continued) Inventories The Company values inventories at the lower of cost or net realizable value using the first-in, first-out or weighted average cost method. Net realizable value is the estimated selling price in the ordinary course of business, less reasonable predictable costs of completion, disposal and transportation. Inventories on hand at September 30, 2021 consisted primarily of spare parts. |
Public Offering
Public Offering | 9 Months Ended |
Sep. 30, 2021 | |
Public Offering | |
Public Offering | 3. On November 29, 2021, the Company completed the Public Offering of 2,514,000 shares of its common stock, which included the partial exercise of the underwriters’ overallotment option, at a public offering price of $10.00 per share for aggregate gross proceeds of $25,140,000 and net proceeds of approximately $22,000,000 after deducting underwriting fees and closing costs of approximately $3,100,000. Also, the Company issued purchase options to the underwriters exercisable for 5.0% of the shares of common stock issued as part of the Public Offering at an exercise price of $12.50 per share. The Company’s common stock is listed on The Nasdaq Capital Market under the symbol “AERC”. In connection with the Public Offering, on November 23, 2021, the Company converted from a Delaware limited liability company into a Delaware corporation (the “Corporate Conversion”) and changed its name to AeroClean Technologies, Inc. In connection with the Corporate Conversion, the outstanding member units of 13,428,948 were converted into 11,363,636 shares of common stock at a conversion ratio of 0.8462. The Corporate Conversion has been adjusted retroactively for the purposes of calculating basis and diluted earnings per share. The Company’s certificate of incorporation authorizes 110,000,000 shares of common stock and 11,000,000 of shares preferred stock. |
Prepaid Expenses and Other Curr
Prepaid Expenses and Other Current Assets | 9 Months Ended |
Sep. 30, 2021 | |
Prepaid Expenses and Other Current Assets | |
Prepaid Expenses and Other Current Assets | 4. Prepaid expenses and other current assets consist primarily of amounts paid to suppliers and vendors for inventories and retainers for engineering, product development, testing and other services to be performed. Prepaid expenses and other current assets were $135,236 and $304,836 at September 30, 2021 and December 31, 2020, respectively. |
Property and Equipment
Property and Equipment | 9 Months Ended |
Sep. 30, 2021 | |
Property and Equipment | |
Property and Equipment | 5. Property and equipment consisted of the following: Useful Life September 30, December 31, (Years) 2021 2020 Leasehold improvements Lesser of useful life or lease term $ 847,217 $ — Machinery and tooling 7 1,249,031 454,679 Furniture and equipment 3-10 231,988 — 2,328,236 454,679 Less accumulated depreciation 43,818 — $ 2,284,418 $ 454,679 Property and equipment are stated at cost and depreciated generally under the straight-line method over their estimated useful lives (or the lesser of the term of the lease for leasehold improvements, as appropriate), except for tooling, which is depreciated utilizing the units-of-production method. Depreciation expense was $35,842 and $0 and $43,818 and $0 for the three and nine months ended September 30, 2021 and 2020, respectively. |
Accrued Expenses and Other Curr
Accrued Expenses and Other Current Liabilities | 9 Months Ended |
Sep. 30, 2021 | |
Accrued Expenses and Other Current Liabilities | |
Accrued Expenses and Other Current Liabilities | 6. Accrued Expenses and Other Current Liabilities Accrued expenses and other current liabilities consisted of the following as of: September 30, December 31, 2021 2020 Research and development $ 62,343 $ 271,800 Professional and consulting fees 42,036 33,345 Legal public offering fees 743,460 10,000 Customer advance deposits — 6,000 Other accrued liabilities 24,969 12,091 Total accrued expenses and other current liabilities $ 872,808 $ 333,236 |
Commitments and Contingencies
Commitments and Contingencies | 9 Months Ended |
Sep. 30, 2021 | |
Commitments and Contingencies. | |
Commitments and Contingencies | 7. Commitments and Contingencies Lease Commitments Legal Proceedings Indemnities, Commitments and Guarantees |
Related Party Transactions
Related Party Transactions | 9 Months Ended |
Sep. 30, 2021 | |
Related Party Transactions | |
Related Party Transactions | 8. Related Party Transactions Bridge Loans – |
Members' Equity
Members' Equity | 9 Months Ended |
Sep. 30, 2021 | |
Members' Equity. | |
Members' Equity | 9. Members’ Equity Members’ Units Prior to the completion of the Public Offering (See Note 3, Public Offering), the Board was authorized to issue Class A Units (“Units”), which entitled unitholders to allocations of profits and losses and other items and distributions of cash and other property as was set forth in the Company’s operating agreement, as amended. The Board had the right at any time and from time to time to authorize and cause the Company to create and/or issue equity securities to any person, in which event, all units of a class, group or series would have been diluted in an equal manner as to the other units of such class, group or series, and the Board had the power to amend the operating agreement to allow for such additional issuances and dilution and to make any such other amendments necessary or desirable to reflect such issuances. The holder of each Unit had the right to one vote per Unit on all matters to be voted on by the Members. At December 31, 2020, the Company recorded a subscription receivable for $100,543 relating to the purchase of Units in December 2020 for which cash was received in February of 2021. In May 2020, the Board approved an action to effectuate a reverse stock split of the Units, which reduced each unit holder’s number of Units on a pro-rata basis. Each unit holder’s proportional voting power remained unchanged, and the rights and privileges of the holders of Units were substantially unaffected by the reverse stock split. The number of Units outstanding and footnotes have been adjusted to reflect the aforementioned reverse stock split. Between January 1, 2021 and September 30, 2021, the Company sold an additional 5,073,056 Units to existing members resulting in gross proceeds of $5,073,056. Effective April 1, 2021, the Board approved the issuance of an aggregate of 274,314 Units, of which 140,085 Units were issued to independent contractors and 134,229 Units were issued to Board members as compensation for services provided. Certain of the Units were issued to independent contractors as consideration for services pursuant to existing agreements, which provided for payment of fifty percent in cash and fifty percent in equity (See Note 7, Commitments and Contingencies). The subscription agreements issued to the contractors included a provision that no payments for services rendered after March 31, 2021 will be in the form of equity. Equity-based compensation expense of $924,438 was recognized and is included in general and administrative expenses in the Company’s statement of operations for the nine-month period ended September 30, 2021. The fair value of $3.37 for each Unit was determined utilizing the income-based approach, which relies on the discounted cash flow method and considers future cash flows discounted at an appropriate discount rate, or weighted average cost of capital. The discounted cash flow method is affected by assumptions regarding complex and subjective variables, including future levels of revenue growth, operating margins and working capital needs as well as the weighted average cost of capital, which was determined by evaluating the rates of return required for other companies of a similar size and stage of development. |
Subsequent Events
Subsequent Events | 9 Months Ended |
Sep. 30, 2021 | |
Subsequent Events | |
Subsequent Events | 10. Subsequent Events The Company has evaluated subsequent events through January 7, 2022, which is the date the financial statements were available to be issued and, except as otherwise noted herein, has concluded there were no material subsequent events, except as disclosed below, that required recognition or disclosure in the financial statements. In conjunction with the Public Offering, on November 23, 2021, the Company adopted the Employee Stock Purchase Plan, the 2021 Incentive Award Plan (“Incentive Award Plan”) and the Non-Employee Directors Stock and Deferred Compensation Plan (collectively, the “Plans”). Accordingly, the Company reserved 1,802,273 shares, collectively, for issuance or sale under the Plans. On November 29, 2021, at the closing of the Public Offering, the Company granted 443,269 restricted stock units to members of management (See Note 7, Commitments and Contingencies) and 182,999 restricted stock units to members of the Board under the Incentive Award Plan. |
Summary of Significant Accoun_2
Summary of Significant Accounting Policies (Policies) | 9 Months Ended |
Sep. 30, 2021 | |
Summary of Significant Accounting Policies | |
Basis of Presentation | Basis of Presentation These unaudited condensed financial statements have been prepared in accordance with accounting principles generally accepted in the United States of America (“GAAP”) for interim financial information and pursuant to the rules and regulations of the SEC. Accordingly, they do not include all of the information and footnotes required by GAAP for complete financial statements. The balance sheet as of December 31, 2020 has been derived from audited financial statements at such date. All adjustments that, in the opinion of the Company’s management, are considered necessary for a fair presentation of the results of operations for the periods shown have been reflected in these unaudited condensed financial statements. The results of operations for the periods presented are not necessarily indicative of the results expected for the full fiscal year 2021 or for any future period. The information included in these unaudited condensed financial statements should be read in conjunction with the Company’s audited financial statements and accompanying notes. |
Use of Estimates | Use of Estimates The preparation of the Company’s financial statements requires management to make estimates and assumptions that affect the reported amounts of assets, liabilities and expenses and related disclosure of contingent assets and liabilities. Significant estimates in these financial statements include those related to the fair value of equity-based compensation and management’s assessment of the Company’s ability to continue as a going concern, which involves the estimation of the amount and timing of future cash inflows and outflows, specifically related to the Company’s ability to generate revenue and manage expenses. Management’s assessment of the Company’s ability to continue as a going concern involves the estimation of the amount and timing of future cash inflows and outflows. On an ongoing basis, the Company evaluates its estimates, judgments and methodologies. The Company bases its estimates on historical experience and on various other assumptions believed to be reasonable. Due to the inherent uncertainty involved in making estimates, actual results could differ materially from those estimates. Certain accounting policies involve judgments and uncertainties to such an extent that there is a reasonable likelihood that materially different amounts could have been reported under different conditions or if different assumptions had been used. The Company evaluates its estimates and assumptions on a regular basis. The Company bases its estimates on historical experience, if applicable, and various other assumptions that are believed to be reasonable under the circumstances, the results of which form the basis for making judgments about the carrying values of assets and liabilities that are not readily apparent from other sources. Actual results could differ from these estimates and assumptions used in preparation of the financial statements. |
Revenue Recognition | Revenue Recognition The Company recognizes revenues related to sales of products upon the customer obtaining control of promised goods, in an amount that reflects the consideration that is expected to be received in exchange for those goods. To determine revenue recognition for arrangements within the scope of ASC Topic 606, Revenue from Contracts with Customers ( |
Accounts Receivable, Net | Accounts Receivable, Net An allowance for uncollectible accounts receivable is recorded when management believes the collectability of the accounts receivable is confirmed. Subsequent recoveries, if any, are credited to the allowance. The allowance is determined based on management’s review of the debtor’s ability to repay and repayment history, aging history and estimated value of collateral, if any. |
Inventories | Inventories The Company values inventories at the lower of cost or net realizable value using the first-in, first-out or weighted average cost method. Net realizable value is the estimated selling price in the ordinary course of business, less reasonable predictable costs of completion, disposal and transportation. Inventories on hand at September 30, 2021 consisted primarily of spare parts. |
Property and Equipment (Tables)
Property and Equipment (Tables) | 9 Months Ended |
Sep. 30, 2021 | |
Property and Equipment | |
Schedule of property and equipment | Useful Life September 30, December 31, (Years) 2021 2020 Leasehold improvements Lesser of useful life or lease term $ 847,217 $ — Machinery and tooling 7 1,249,031 454,679 Furniture and equipment 3-10 231,988 — 2,328,236 454,679 Less accumulated depreciation 43,818 — $ 2,284,418 $ 454,679 |
Accrued Expenses and Other Cu_2
Accrued Expenses and Other Current Liabilities (Tables) | 9 Months Ended |
Sep. 30, 2021 | |
Accrued Expenses and Other Current Liabilities | |
Schedule of accrued expenses and other current liabilities | September 30, December 31, 2021 2020 Research and development $ 62,343 $ 271,800 Professional and consulting fees 42,036 33,345 Legal public offering fees 743,460 10,000 Customer advance deposits — 6,000 Other accrued liabilities 24,969 12,091 Total accrued expenses and other current liabilities $ 872,808 $ 333,236 |
Description of Business (Detail
Description of Business (Details) - USD ($) | Nov. 29, 2021 | Sep. 30, 2021 | Sep. 30, 2020 | Sep. 30, 2021 | Sep. 30, 2020 | Dec. 31, 2020 |
Description of Business | ||||||
Net loss | $ (1,528,012) | $ (1,297,392) | $ (6,182,224) | $ (1,683,077) | $ (3,323,081) | |
Working capital | 902,689 | 902,689 | ||||
Accumulated deficit | 14,405,631 | 14,405,631 | 8,223,407 | |||
Net cash used in operating activities | (5,524,098) | $ (1,280,449) | $ 3,069,976 | |||
Revenue | $ 261,299 | $ 261,299 | ||||
Gross proceeds from public offering | $ 25,140,000 | |||||
Net proceeds from public offering | 22,000,000 | |||||
Underwriting fees and closing costs | $ 3,100,000 |
Public Offering (Details)
Public Offering (Details) | Nov. 29, 2021USD ($)$ / sharesshares | Nov. 23, 2021shares |
Subsidiary, Sale of Stock [Line Items] | ||
Gross proceeds from public offering | $ 25,140,000 | |
Net proceeds from public offering | 22,000,000 | |
Underwriting fees and closing costs | $ 3,100,000 | |
IPO | ||
Subsidiary, Sale of Stock [Line Items] | ||
Number of shares issued | shares | 2,514,000 | |
Offering price per share | $ / shares | $ 10 | |
Gross proceeds from public offering | $ 25,140,000 | |
Net proceeds from public offering | 22,000,000 | |
Underwriting fees and closing costs | $ 3,100,000 | |
Percentage of common shares exercisable in the public offering under purchase options | 5.00% | |
Exercise price | $ / shares | $ 12.50 | |
Number of common shares issued in conversion | shares | 11,363,636 | |
Number of member units outstanding | shares | 13,428,948 | |
Conversion ratio | 0.8462 | |
Common stock, shares authorized | shares | 110,000,000 | |
Preferred stock, shares authorized | shares | 11,000,000 |
Prepaid Expenses and Other Cu_2
Prepaid Expenses and Other Current Assets (Details) - USD ($) | Sep. 30, 2021 | Dec. 31, 2020 |
Prepaid Expenses and Other Current Assets | ||
Prepaid expenses and other current assets | $ 135,236 | $ 304,836 |
Property and Equipment (Details
Property and Equipment (Details) - USD ($) | 3 Months Ended | 9 Months Ended | 12 Months Ended | ||
Sep. 30, 2021 | Sep. 30, 2020 | Sep. 30, 2021 | Sep. 30, 2020 | Dec. 31, 2020 | |
Property and Equipment, Net | |||||
Property and equipment, gross | $ 2,328,236 | $ 2,328,236 | $ 454,679 | ||
Less accumulated depreciation | 43,818 | 43,818 | |||
Property and equipment, net | 2,284,418 | 2,284,418 | $ 454,679 | ||
Depreciation | 35,842 | $ 0 | 43,818 | $ 0 | |
Leasehold improvements | |||||
Property and Equipment, Net | |||||
Property and equipment, gross | 847,217 | $ 847,217 | |||
Machinery and tooling | |||||
Property, Plant and Equipment [Line Items] | |||||
Useful life (in years) | 7 years | 7 years | |||
Property and Equipment, Net | |||||
Property and equipment, gross | 1,249,031 | $ 1,249,031 | $ 454,679 | ||
Furniture and equipment | |||||
Property and Equipment, Net | |||||
Property and equipment, gross | $ 231,988 | $ 231,988 | |||
Furniture and equipment | Minimum [Member] | |||||
Property, Plant and Equipment [Line Items] | |||||
Useful life (in years) | 3 years | 3 years | |||
Furniture and equipment | Maximum [Member] | |||||
Property, Plant and Equipment [Line Items] | |||||
Useful life (in years) | 10 years | 10 years |
Accrued Expenses and Other Cu_3
Accrued Expenses and Other Current Liabilities (Details) - USD ($) | Sep. 30, 2021 | Dec. 31, 2020 |
Accrued Expenses and Other Current Liabilities | ||
Research and development | $ 62,343 | $ 271,800 |
Professional and consulting fees | 42,036 | 33,345 |
Legal public offering fees | 743,460 | 10,000 |
Customer advance deposits | 6,000 | |
Other accrued liabilities | 24,969 | 12,091 |
Total accrued expenses and other current liabilities | $ 872,808 | $ 333,236 |
Commitments and Contingencies (
Commitments and Contingencies (Details) | Feb. 01, 2021USD ($)ft² | Sep. 30, 2021USD ($)shares | Apr. 01, 2021 |
Lessee, Lease, Description [Line Items] | |||
Percentage of consideration payable in cash | 50.00% | ||
Percentage of consideration payable in equity | 50.00% | ||
IPO | Executives | |||
Lessee, Lease, Description [Line Items] | |||
Restricted Stock Units granted to Executives | shares | 443,269 | ||
Percentage of consideration payable in cash | 50.00% | ||
Percentage of consideration payable in equity | 50.00% | ||
Gardens Bio Science Partners, LLC | |||
Lessee, Lease, Description [Line Items] | |||
Area of premises leased | ft² | 20,000 | ||
Term of Lease contract | 10 years | ||
Annual base rent expense | $ 260,000 | ||
Escalation on Annual rent (in percentage) | 2.50% | ||
Future Minimum payments due | $ 2,740,000 |
Related Party Transactions (Det
Related Party Transactions (Details) - USD ($) | Nov. 05, 2021 | Sep. 30, 2021 |
Related Party Transactions | ||
Loan from related party | $ 500,000 | |
Prime Rate [Member] | ||
Related Party Transactions | ||
Basis spread (as percent) | 3.00% | 3.00% |
Bridge Loan | ||
Related Party Transactions | ||
Loan from related party | $ 500,000 | $ 500,000 |
Interest rate (as percent) | 6.25% | 6.25% |
Members' Equity (Details)
Members' Equity (Details) | Apr. 01, 2021shares | Sep. 30, 2021USD ($)Vote$ / sharesshares | Dec. 31, 2020USD ($) |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||
Number of votes per unit | Vote | 1 | ||
Subscription receivable | $ | $ 100,543 | ||
Number of units issued | 5,073,056 | ||
Gross proceeds from units issued | $ | $ 5,073,056 | ||
Number of units authorized to issue | 274,314 | ||
Percentage of consideration payable in cash | 50.00% | ||
Percentage of consideration payable in equity | 50.00% | ||
Equity-based compensation expense included in general and administrative expenses | $ | $ 924,438 | ||
Fair value per unit | $ / shares | $ 3.37 | ||
Board Members | |||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||
Number of units issued | 134,229 | ||
Independent Contractors | |||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||
Number of units issued | 140,085 |
Subsequent Events (Details)
Subsequent Events (Details) - Subsequent Events [Member] - shares | Nov. 29, 2021 | Nov. 23, 2021 |
Restricted stock units | Members of management | ||
Subsequent Events | ||
Granted (in shares) | 443,269 | |
Plans | ||
Subsequent Events | ||
Shares reserved for issuance or sale | 1,802,273 | |
Incentive Award Plan | Restricted stock units | Members of the Board | ||
Subsequent Events | ||
Granted (in shares) | 182,999 |