Document and Entity Information
Document and Entity Information | 12 Months Ended |
Dec. 31, 2022 | |
Document Information [Line Items] | |
Document Type | POS AM |
Amendment Flag | true |
Amendment Description | EXPLANATORY NOTEThis Post-Effective Amendment No. 1 (“Post-Effective Amendment No. 1”) to the Registration Statement on Form S-1 (File No. 333-269564) (the “Registration Statement”), as originally declared effective by the Securities and Exchange Commission (the “SEC”) on February 10, 2023, is being filed to include information contained in the Registrant’s Annual Report on Form 10-K for the fiscal year ended December 31, 2022 which was filed with the SEC on March 17, 2023 (the “Annual Report on Form 10-K”) and to update certain other information in the Registration Statement.The information included in this filing amends the Registration Statement and the prospectus contained therein. No additional securities are being registered under this Post-Effective Amendment No. 1. All applicable registration fees were paid at the time of the original filing of the Registration Statement on February 3, 2023. |
Entity Registrant Name | Comera Life Sciences Holdings, Inc. |
Entity Central Index Key | 0001907685 |
Entity Incorporation, State or Country Code | DE |
Entity Primary SIC Number | 2834 |
Entity Tax Identification Number | 87-4706968 |
Entity Address, Address Line One | 12 Gill Street |
Entity Address, Address Line Two | Suite 4650 |
Entity Address, City or Town | Woburn |
Entity Address, Postal Zip Code | 01801 |
Entity Address, State or Province | MA |
City Area Code | 617 |
Local Phone Number | 871-2101 |
Entity Filer Category | Non-accelerated Filer |
Entity Small Business | true |
Entity Emerging Growth Company | true |
Entity Ex Transition Period | false |
Business Contact [Member] | |
Document Information [Line Items] | |
Contact Personnel Name | Jeffrey S. Hackman |
Entity Address, Address Line One | 12 Gill Street |
Entity Address, Address Line Two | Suite 4650 |
Entity Address, City or Town | Woburn |
Entity Address, Postal Zip Code | 01801 |
Entity Address, State or Province | MA |
City Area Code | 617 |
Local Phone Number | 871-2101 |
Balance Sheets
Balance Sheets - USD ($) | Dec. 31, 2022 | Dec. 31, 2021 |
Current assets: | ||
Cash and cash equivalents | $ 446,607 | $ 6,510,140 |
Restricted cash - current | 1,505,625 | |
Accounts receivable | 34,320 | |
Due from related parties | 286 | |
Deferred issuance costs | 90,047 | |
Prepaid expenses and other current assets | 986,499 | 270,648 |
Total current assets | 3,063,098 | 6,781,074 |
Restricted cash - noncurrent | 50,000 | 50,000 |
Property and equipment, net | 257,186 | 234,167 |
Right of use asset | 313,629 | 320,373 |
Security deposit | 43,200 | 32,200 |
Total assets | 3,727,113 | 7,417,814 |
Current liabilities: | ||
Accounts payable | 1,458,267 | 416,941 |
Accrued expenses and other current liabilities | 1,295,764 | 506,611 |
Insurance premium financing | 455,562 | |
Deposit liability | 1,505,625 | |
Deferred revenue | 144,280 | |
Lease liability - current | 199,184 | 121,552 |
Total current liabilities | 5,058,682 | 1,045,104 |
Derivative warrant liabilities | 277,507 | |
Lease liability - noncurrent | 120,302 | 201,504 |
Total liabilities | 5,456,491 | 1,246,608 |
Commitments and contingencies (Note 17) | ||
Stockholders' deficit: | ||
Common stock, $0.0001 par value; 150,000,000 shares authorized; 16,709,221 and 308,443 shares issued and outstanding as of December 31, 2022 and December 31, 2021, respectively | 1,671 | 31 |
Additional paid-in capital | 28,655,164 | 2,213,547 |
Accumulated deficit | (34,903,923) | (16,899,825) |
Total stockholders' deficit | (6,247,088) | (14,686,247) |
Total liabilities, convertible preferred stock and stockholders' deficit | 3,727,113 | 7,417,814 |
Series A Convertible Preferred Stock | ||
Current liabilities: | ||
Convertible preferred stock | $ 4,517,710 | |
Convertible Preferred Stock | ||
Current liabilities: | ||
Convertible preferred stock | $ 20,857,453 |
Balance Sheets (Parenthetical)
Balance Sheets (Parenthetical) - $ / shares | Dec. 31, 2022 | Dec. 31, 2021 |
Statement of Financial Position [Abstract] | ||
Common stock, par value | $ 0.0001 | $ 0.0001 |
Common stock, shares authorized | 150,000,000 | 150,000,000 |
Common Stock, Shares, Issued | 16,709,221 | 308,443 |
Common Stock, Shares, Outstanding | 16,709,221 | 308,443 |
Consolidated Statements of Oper
Consolidated Statements of Operations and Comprehensive Loss - USD ($) | 12 Months Ended | |
Dec. 31, 2022 | Dec. 31, 2021 | |
Income Statement [Abstract] | ||
Revenue | $ 633,102 | $ 319,832 |
Cost of revenue | 210,390 | 161,008 |
Operating expenses: | ||
Research and development | 1,739,833 | 1,752,669 |
General and administrative | 10,652,894 | 3,941,783 |
Total operating expenses | 12,392,727 | 5,694,452 |
Loss from operations | (11,970,015) | (5,535,628) |
Other income (expense), net: | ||
Change in fair value of derivative warrant liabilities | 2,008,872 | |
Reverse recapitalization issuance costs in excess of gross proceeds | (6,566,821) | |
Common stock purchase agreement issuance costs | (1,029,077) | |
Gain on debt extinguishment | 160,588 | |
Change in fair value of convertible notes | (76,738) | |
Interest expense | (20,391) | |
Other expense, net | (426,666) | |
Total other (expense) income, net | (6,034,083) | 83,850 |
Net loss and comprehensive loss | (18,004,098) | (5,451,778) |
Less: accretion of convertible preferred stock to redemption value | (373,856) | |
Net loss attributable to common stockholders or unit holders | $ (18,377,954) | $ (5,451,778) |
Net loss per share or unit attributable to common stockholders or unit holders-basic | $ (1.76) | $ (1.81) |
Net loss per share or unit attributable to common stockholders or unit holders-diluted | $ (1.76) | $ (1.81) |
Weighted-average number of common shares or units used in computing net loss per share or unit attributable to common stockholders or unit holders - basic | 10,452,697 | 3,012,603 |
Weighted-average number of common shares or units used in computing net loss per share or unit attributable to common stockholders or unit holders - diluted | 10,452,697 | 3,012,603 |
Consolidated Statements of Conv
Consolidated Statements of Convertible Preferred Stock, Stockholders' Deficit and Members' Equity - USD ($) | Total | Previously Reported | Series A Convertible Preferred Stock | Convertible Preferred Stock | Common Stock | Capital Units | Capital Units Previously Reported | Incentive Units | Incentive Units Previously Reported | Additional Paid-in Capital | Additional Paid-in Capital Previously Reported | Accumulated Deficit | Accumulated Deficit Previously Reported |
Beginning Balance at Dec. 31, 2020 | $ 151,915 | $ 10,681,040 | $ 918,922 | $ (11,448,047) | |||||||||
Beginning Balance, Shares at Dec. 31, 2020 | 9,429,006 | 1,987,474 | |||||||||||
Issuance of common stock upon exercise of stock options | $ 180,000 | $ 31 | $ 179,969 | ||||||||||
Common stock exercised | 308,443 | ||||||||||||
Issuance of convertible preferred stock, net of issuance costs | $ 10,176,413 | ||||||||||||
Issuance of convertible preferred stock, net of issuance costs, Shares | 4,373,752 | ||||||||||||
Vesting of incentive units, Shares | 32,939 | ||||||||||||
Conversion of capital units into convertible preferred stock, Temporary equity value | $ 10,681,040 | ||||||||||||
Conversion of capital units into convertible preferred stock, Temporary equity shares | 9,429,006 | ||||||||||||
Conversion of capital units into convertible preferred stock, Value | (10,681,040) | $ (10,681,040) | |||||||||||
Conversion of capital units into convertible preferred stock, Shares | (9,429,006) | ||||||||||||
Cancellation of incentive units upon corporate reorganization, Shares | (2,020,413) | ||||||||||||
Stock-based compensation expense | 1,114,656 | 1,114,656 | |||||||||||
Net loss | (5,451,778) | $ (5,451,778) | |||||||||||
Ending Balance at Dec. 31, 2021 | $ 20,857,453 | ||||||||||||
Ending Balance, Shares at Dec. 31, 2021 | 13,802,758 | ||||||||||||
Ending Balance at Dec. 31, 2021 | $ (14,686,247) | $ 31 | 2,213,547 | (16,899,825) | |||||||||
Ending Balance, Shares at Dec. 31, 2021 | 308,443 | ||||||||||||
Common stock exercised | 1,385,310 | ||||||||||||
Issuance of common stock upon exercise of stock options, net of shares withheld to settle tax withholding requirements | $ 659,501 | $ 142 | 659,359 | ||||||||||
Issuance of common stock upon exercise of stock options, net of shares withheld to settle tax withholding requirements, Shares | 1,415,124 | ||||||||||||
Issuance of common stock upon exercise of Public Warrants, Shares | 100 | ||||||||||||
Issuance of common stock upon exercise of Public Warrants | 1,150 | 1,150 | |||||||||||
Issuance of common stock in connection with common stock purchase agreement | 829,469 | $ 48 | 829,421 | ||||||||||
Issuance of common stock in connection with common stock purchase agreement, Shares | 475,755 | ||||||||||||
Issuance of Commitment Shares, Shares | 296,181 | ||||||||||||
Issuance of Commitment Shares | 650,000 | $ 29 | 649,971 | ||||||||||
Conversion of convertible preferred stock, Temporary equity values | $ (20,857,453) | ||||||||||||
Conversion of convertible preferred stock, Temporary equity shares | (13,802,758) | ||||||||||||
Conversion of convertible preferred stock, Value | 20,857,453 | $ 1,064 | 20,856,389 | ||||||||||
Conversion of convertible preferred stock, Shares | 10,643,403 | ||||||||||||
Issuance of common stock in connection with the Transaction and Maxim Private Placement, net of redemptions, net tangible assets, and issuance costs, Value | 3,443,750 | $ 357 | 3,443,393 | ||||||||||
Issuance of common stock in connection with the Transaction and Maxim Private Placement, net of redemptions, net tangible assets, and issuance costs, Shares | 3,570,215 | ||||||||||||
Issuance of convertible preferred stock, net of issuance costs | $ 4,143,854 | ||||||||||||
Issuance of convertible preferred stock, net of issuance costs, Shares | 4,305 | ||||||||||||
Accretion of convertible preferred stock to redemption value | $ 373,856 | ||||||||||||
Accretion of convertible preferred stock to redemption value | 373,856 | 373,856 | |||||||||||
Stock-based compensation expense | 375,790 | 375,790 | |||||||||||
Net loss | (18,004,098) | (18,004,098) | |||||||||||
Ending Balance at Dec. 31, 2022 | $ 4,517,710 | ||||||||||||
Ending Balance, Shares at Dec. 31, 2022 | 4,305 | ||||||||||||
Ending Balance at Dec. 31, 2022 | $ (6,247,088) | $ 1,671 | $ 28,655,164 | $ (34,903,923) | |||||||||
Ending Balance, Shares at Dec. 31, 2022 | 16,709,221 |
Consolidated Statements of Co_2
Consolidated Statements of Convertible Preferred Stock, Stockholders' Deficit and Members' Equity (Parenthetical) - USD ($) | 12 Months Ended | |
Dec. 31, 2022 | Dec. 31, 2021 | |
Share issuance costs | $ 7,500,000 | |
Series A Convertible Preferred Stock | ||
Share issuance costs | $ 161,535 | |
Convertible Preferred Stock | ||
Share issuance costs | $ 60,327 |
Consolidated Statements of Cash
Consolidated Statements of Cash Flows | 12 Months Ended | |
Dec. 31, 2022 USD ($) | Dec. 31, 2021 USD ($) | |
Cash flows from operating activities: | ||
Net loss | $ (18,004,098) | $ (5,451,778) |
Adjustments to reconcile net loss to net cash used in operating activities: | ||
Stock-based compensation expense | 375,790 | 1,114,656 |
Depreciation expense | 93,947 | 86,136 |
Noncash lease expense | 3,174 | 2,683 |
Gain on debt extinguishment | (160,588) | |
Change in fair value of convertible notes | 76,738 | |
Reverse recapitalization issuance costs in excess of gross proceeds | 6,566,821 | |
Noncash common stock purchase agreement issuance costs | 650,000 | |
Change in fair value of derivative warrant liabilities | (2,008,872) | |
Changes in operating assets and liabilities: | ||
Accounts receivable | (34,320) | 109,868 |
Prepaid expenses and other current assets | 800,149 | (230,955) |
Due from related parties | 286 | 5,114 |
Accounts payable | 862,920 | 319,325 |
Accrued expenses and other current liabilities | 789,153 | 399,801 |
Security deposits | (11,000) | |
Deferred revenue | 144,280 | (28,949) |
Net cash used in operating activities | (9,771,770) | (3,757,949) |
Cash flows from investing activities: | ||
Purchases of property and equipment | (28,607) | (142,013) |
Net cash flows used in investing activities | (28,607) | (142,013) |
Cash flows from financing activities: | ||
Proceeds from issuance of preferred stock, net of issuance costs | 9,349,675 | |
Net proceeds from Transaction and Maxim Private Placement | 3,307,162 | |
Advance deposits related to proceeds from issuances of January 2023 PIPE Financing | 1,505,625 | |
Repayment of insurance premium financing | (1,060,438) | |
Proceeds from issuance of convertible notes | 750,000 | |
Proceeds from common stock purchase agreement | 829,469 | |
Proceeds from exercise of public warrants | 1,150 | |
Proceeds from exercise of stock options | 659,501 | 180,000 |
Net cash provided by financing activities | 5,242,469 | 10,279,675 |
Cash, Cash Equivalents, Restricted Cash, and Restricted Cash Equivalents, Period Increase (Decrease), Including Exchange Rate Effect, Total | (4,557,908) | 6,379,713 |
Cash, cash equivalents, and restricted cash at beginning of year | 6,560,140 | 180,427 |
Cash, cash equivalents, and restricted cash at end of year | 2,002,232 | 6,560,140 |
Supplemental information: | ||
Cash and cash equivalents | 446,607 | 6,510,140 |
Restricted cash - current | 1,505,625 | |
Restricted cash - noncurrent | 50,000 | 50,000 |
Total cash, cash equivalents, and restricted cash shown in consolidated statements of cash flows | 2,002,232 | 6,560,140 |
Supplemental disclosure of noncash investing and financing activities: | ||
Property and equipment purchases in accounts payable | 88,359 | |
Right-of-use asset obtained in exchange for lease liability | 162,634 | 404,625 |
Financing of insurance premiums | 1,516,000 | |
January 2023 PIPE deferred issuance costs in accounts payable | 90,047 | |
Conversion of capital units into convertible preferred stock | 10,681,040 | |
Conversion of convertible preferred stock into common stock | 20,857,453 | |
Settlement of convertible notes for convertible preferred stock | $ 826,738 | |
Issuance of common stock to settle success fee | 3,443,750 | |
Issuance of Series A preferred stock to settle stock issuance costs | 910,000 | |
Accretion on convertible preferred stock | 373,856 | |
Issuance of Series A preferred stock to settle underwriting fees payable assumed in Transaction | 3,395,389 | |
Derivative warrant liabilities assumed in Transaction | $ 2,286,379 |
Organization
Organization | 12 Months Ended |
Dec. 31, 2022 | |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | |
Organization | 1. Organization Formation and Organization Comera Life Sciences Holdings, Inc. (“CLS Holdings”, “Comera” or the “Company”) was incorporated in Delaware on January 25, 2022 as a wholly-owned subsidiary of Comera Life Sciences, Inc. (“Legacy Comera”) for the purpose of effecting the Transaction (as defined below). Legacy Comera was formed in the state of Delaware on January 2, 2014 as ReForm Biologics, LLC. On April 30, 2021, Legacy Comera completed a corporate reorganization (the “Reorganization”) and changed its name to ReForm Biologics, Inc. As part of the Reorganization, each issued and outstanding capital unit of Legacy Comera as of the date of the Reorganization was exchanged for shares of convertible preferred stock of Legacy Comera and previously outstanding incentive units of Legacy Comera were cancelled. On January 7, 2022, Legacy Comera changed its name to Comera Life Sciences, Inc. to emphasize Comera’s vision of a compassionate new era in medicine. On May 19, 2022, in connection with the closing of the Transaction, Legacy Comera became a wholly-owned subsidiary of CLS Holdings. Comera is a biotechnology company dedicated to promoting a compassionate new era in medicine. The Company applies a deep knowledge of formulation science and technology to transform essential biologic medicines from intravenous (“IV”) to subcutaneous (“SQ”) forms. This revolutionary technology provides patients and families with the freedom of self-injectable care, allowing them to realize the potential of these life changing therapies, and to unlock the vast potential of their own lives. To accomplish this, Comera is developing an internal portfolio of proprietary therapeutics that incorporate Comera’s innovative proprietary formulation platform, SQore. Comera also collaborates with pharmaceutical and biotechnology companies, applying the SQore platform to Comera’s partners’ biologic medicines to deliver enhanced formulations that facilitate self-injectable care. Transaction On May 19, 2022 (the “Closing Date”), the Company consummated the acquisition of all of the issued and outstanding shares of OTR Acquisition Corp. (“OTR”) and Legacy Comera (the “Transaction”), in accordance with the Business Combination Agreement dated January 31, 2022 (as amended on May 19, 2022, the “Business Combination Agreement”) by and among the Company, Legacy Comera, OTR, CLS Sub Merger 1 Corp., a Delaware corporation, (“Comera Merger Sub”), and CLS Sub Merger 2 Corp., a Delaware corporation (“OTR Merger Sub”). Pursuant to the terms of the Business Combination Agreement, a transaction between OTR and Legacy Comera was effected through the merger of Comera Merger Sub with and into Legacy Comera, with Legacy Comera surviving the merger as a wholly-owned subsidiary of CLS Holdings, and through a merger of OTR Merger Sub with and into OTR, with OTR surviving the merger as a wholly-owned subsidiary of CLS Holdings. OTR was formed in the state of Delaware for the purpose of effecting a merger, share exchange, asset acquisition, stock purchase, recapitalization, reorganization or other similar business combination with one or more businesses or entities. As further described in Note 3, the Transaction was accounted for as a reverse recapitalization because Legacy Comera has been determined to be the accounting acquirer. Under the reverse recapitalization model, the Transaction treated Legacy Comera as issuing equity for the net assets of OTR, with no goodwill or intangible assets recorded. |
Basis of Presentation and Signi
Basis of Presentation and Significant Accounting Policies | 12 Months Ended |
Dec. 31, 2022 | |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | |
Basis of Presentation and Significant Accounting Policies | 2. Basis of Presentation and Significant Accounting Policies Basis of Presentation The accompanying consolidated financial statements have been prepared pursuant to the rules and regulations of the Securities and Exchange Commission (the “SEC”) and in conformity with accounting principles generally accepted in the United States of America (“GAAP”). Any reference in these notes to applicable guidance is meant to refer to the authoritative United States generally accepted accounting principles as found in the Accounting Standards Codification (“ASC”) and Accounting Standards Updates (“ASU”) of the Financial Accounting Standards Board (“FASB”). Risks and Uncertainties The Company is subject to risks and uncertainties common to early-stage companies in the biotechnology industry, including but not limited to, risks associated with completing preclinical studies and clinical trials, receiving regulatory approvals for product candidates, development by competitors of new biopharmaceutical products, dependence on key personnel, protection of proprietary technology, compliance with government regulations and the ability to secure additional capital to fund operations. Significant discovery, research and development efforts, including clinical testing and regulatory approval, are required prior to commercialization of any potential product candidates. These efforts require significant amounts of additional capital, adequate personnel and infrastructure and extensive compliance-reporting capabilities. Even if the Company’s product development efforts are successful, it is uncertain when, if ever, the Company will realize revenue from product sales. Through December 31, 2022, the Company has funded its operations primarily with proceeds from the issuance of capital units, convertible notes, common stock, and preferred stock. The Company has incurred recurring losses since its inception, including net losses of $ 18.0 million and $ 5.5 million for the years ended December 31, 2022 and 2021, respectively. In addition, as of December 31, 2022, the Company had an accumulated deficit of $ 34.9 million . The Company expects to continue to generate operating losses for the near future. The future viability of the Company is dependent on its ability to raise additional capital to finance its operations. The Company’s inability to raise capital as and when needed could have a negative impact on its financial condition and ability to pursue its business strategies. There can be no assurance that the current operating plan will be achieved or that additional funding will be available on terms acceptable to the Company, or at all. The Company does not believe the cash, cash equivalents, and restricted cash on hand as of December 31, 2022 of $ 2.0 million , and subsequent proceeds from the January 2023 PIPE Financing will be sufficient to fund its operations for the next twelve months from the date the consolidated financial statements are issued. The Company will be required to raise additional capital to continue to fund its operations. Such funding may not be available on acceptable terms, or at all. If the Company is unable to access additional funds when needed, it may not be able to continue operations or the Company may be required to delay, scale back or eliminate some or all of its ongoing research and development efforts and other operations. The Company’s ability to access capital when needed is not assured and, if not achieved on a timely basis, will materially harm its business, financial condition and results of operations. These uncertainties create substantial doubt about the Company’s ability to continue as a going concern. The accompanying consolidated financial statements have been prepared on a basis which assumes that the Company will continue as a going concern, which contemplates the realization of assets and the satisfaction of liabilities and commitments in the normal course of business. Use of Estimates The preparation of consolidated financial statements in accordance with GAAP requires management to make estimates and assumptions, based on judgments considered reasonable, which affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the consolidated financial statements and the reported amounts of expenses during the reporting periods. The Company bases its estimates and assumptions on historical experience, known trends and events and various other factors that management believes to be reasonable under the circumstances, the results of which form the basis for making judgments about the carrying value of assets and liabilities that are not readily apparent from other sources. Significant estimates and assumptions reflected in these consolidated financial statements include, but are not limited to, the valuation of derivative warrant liabilities, valuation of earn-out shares, and revenue recognition. Changes in estimates are recorded in the period in which they become known. Due to the risks and uncertainties involved in the Company’s business and evolving market conditions and, given the subjective element of the estimates and assumptions made, actual results may differ from estimated results. Fair Value Measurements The framework for measuring fair value provides a fair value hierarchy that prioritizes the inputs to valuation techniques used to measure fair value. The hierarchy gives the highest priority to unadjusted quoted prices in active markets for identical assets or liabilities (Level 1 measurements) and the lowest priority to unobservable inputs (Level 3 measurements). The three levels of the fair value hierarchy are described as follows: Level 1 - Inputs to the valuation methodology are unadjusted quoted prices for identical assets or liabilities in active markets that the Company has the ability to access. Level 2 - Inputs to the valuation methodology observable inputs, other than those in Level 1, such as quoted prices for similar assets or liabilities in active markets, quoted prices for identical or similar assets or liabilities in inactive markets, or other inputs that are observable or that can be corroborated by observable market data. Level 3 - Inputs to the valuation methodology are unobservable and significant to the fair value measurement. Due primarily to their short-term nature, certain financial instruments have fair values that approximate their carrying values. These instruments include restricted cash - current, accounts receivable, due from related parties, accounts payable, accrued expenses, deposit liability, and insurance premium financing. Concentrations of Credit Risk The Company has no significant off-balance sheet risk, such as foreign exchange contracts, option contacts, or other foreign hedging arrangements. Financial instruments that potentially subject the Company to concentration of credit risk consist primarily of cash, cash equivalents, restricted cash and accounts receivable. The Company maintains its cash, cash equivalents and restricted cash with high-credit quality financial institutions which, at times, may exceed federally insured limits. The Company believes it is not exposed to any significant losses due to credit risk on cash, cash equivalents and restricted cash. Accounts receivable are stated at the amount management expects to collect from outstanding balances. The Company performs ongoing credit evaluations of the Company’s customers and generally requires no collateral to secure accounts receivable. The Company maintains an allowance for credit losses for accounts receivable. Consequently, the Company believes that its exposure to losses due to credit risk on net accounts receivable is limited. Segments Operating segments are defined as components of an entity for which separate discrete financial information is made available and that is regularly evaluated by the chief operating decision maker, or CODM, in making decisions regarding resource allocation and assessing performance. The Company’s CODM is the chief executive officer and our operations are managed as a single segment for the purposes of assessing performance and making operating decisions. Cash and Cash Equivalents The Company considers all highly liquid investments with original maturities of three months or less at acquisition to be cash equivalents. The Company maintains its cash and cash equivalents at accredited financial institutions, in amounts that may exceed federally insured limits. Restricted Cash Restricted cash relates to amounts that are held on deposit by a financial institution for a specific purpose and are not available to the Company for immediate or general business use. The restricted cash as of December 31, 2022 is primarily associated with $ 1.5 million of advance deposits received in connection with the January 2023 PIPE Financing prior to the execution of the agreement. Amounts are reported as current or noncurrent based on when the cash is expected to become available to the Company for its general business use. Accounts Receivable Accounts receivable are stated at the amount management expects to collect from outstanding balances. An allowance for credit losses is provided for amounts considered to be uncollectible based upon management’s assessment of the collectability, which considers historical write-off experience and any specific risks identified in customer collection matters. Credit losses are written off against the allowance when identified. As of December 31, 2022 and 2021 , there was no allowance for credit losses. Property and Equipment Property and equipment are recorded at cost. Depreciation is computed using the straight-line method over the estimated useful lives of the related assets, as follows: Laboratory equipment 5 years Leasehold improvements Lesser of lease term or 10 years Computer equipment 3 years Other equipment 5 years Impairment of Long-Lived Assets The Company evaluates long-lived assets, which consist of property and equipment and right-of-use assets, for impairment whenever events or changes in circumstances indicate that the carrying amount of such assets may not be recoverable. Factors that the Company considers in deciding when to perform an impairment review include significant underperformance of the business in relation to expectations, significant negative industry or economic trends and significant changes or planned changes in the use of the assets. If an impairment review is performed to evaluate a long-lived asset group for recoverability, the Company compares forecasts of undiscounted cash flows expected to result from the use and eventual disposition of the long-lived asset group to its carrying value. An impairment loss would be recognized when estimated undiscounted future cash flows expected to result from the use of an asset group are less than its carrying amount. The impairment loss would be based on the excess of the carrying value of the impaired asset group over its fair value, determined based on discounted cash flows. The Company did no t record any impairment loss during the years ended December 31, 2022 and 2021 . Leases The Company determines if an arrangement is a lease at inception and the classification of such lease. Operating leases include right-of-use assets and operating lease liabilities, which are recorded in the Company’s balance sheets. Right-of-use assets represent the Company’s right to use an underlying asset for the lease term and lease liabilities represent the Company’s obligation to make lease payments arising from the lease. Operating lease right-of-use assets and liabilities are recognized at commencement date based on the present value of lease payments over the lease term. The Company uses the implicit rate when readily determinable or an incremental borrowing rate applicable to the Company based on the information available at the commencement date, if an implicit rate is not readily available, in determining the present value of lease payments. As the Company has no existing or proposed collateralized borrowing arrangements, to determine a reasonable incremental borrowing rate, the Company considers collateral assumptions, the lease term, the Company’s current credit risk profile, and rates for existing borrowing arrangements for comparable peer companies. The Company accounts for the lease and fixed non-lease components as a single lease component for real estate leases. Lease expense for operating lease payments is recognized on a straight-line basis over the lease term. Fair Value Option for Convertible Notes As permitted under ASC 825, Financial Instruments (“ASC 825”), the Company elected the fair value option to account for its convertible notes issued during 2021 (the “Notes”). The Company recorded the convertible notes at fair value subsequently remeasured them to fair value at each reporting date and upon settlement. Changes in fair value were recognized as a component of other (expense) income, net in the consolidated statements of operations and comprehensive loss. As a result of applying the fair value option, direct costs and fees related to the issuance of the convertible notes were recognized as expense as incurred in 2021. Convertible Preferred Stock The Company accounts for convertible preferred stock subject to possible redemption in accordance with the guidance in ASC 480, Distinguishing Liabilities from Equity (”ASC 480”). The Series A Preferred Stock is redeemable at the option of the holder upon the occurrence of a qualified financing. As the Series A Preferred Stock is considered to be contingently redeemable, it has been classified outside of permanent equity. The Series A Preferred Stock has been accreted to its redemption value since the contingent event is considered probable of occurring. Reverse Recapitalization The Transaction was accounted for as a reverse recapitalization, with OTR being treated as the “acquired” company and Legacy Comera being treated as the “acquirer” for accounting purposes based upon the pre-merger shareholders of Legacy Comera holding the majority of the voting interests of CLS Holdings, Legacy Comera’s existing management team serving as the initial management team of CLS Holdings, Legacy Comera’s appointment of the majority of the initial board of directors of CLS Holdings, and Legacy Comera’s operations comprising the ongoing operations of the Company. The Transaction was accounted for as the equivalent of Legacy Comera issuing stock for the net assets of OTR, accompanied by a reverse recapitalization. Accordingly, all historical financial information presented in these consolidated financial statements represents the accounts of CLS Holdings and Legacy Comera “as if” CLS Holdings and Legacy Comera, both entities under common control, are the predecessor. The net loss per share or unit, prior to the Transaction, has been adjusted to share amounts reflecting the Exchange Ratio established in the Transaction. Derivative Warrant Liabilities The Company classifies as equity any warrants that (i) require physical settlement or net-share settlement or (ii) provide the Company with a choice of net-cash settlement or settlement in its own shares (physical settlement or net-share settlement). The Company classifies as assets or liabilities any warrants that (i) require net-cash settlement (including a requirement to net cash settle the contract if an event occurs and if that event is outside the company’s control), (ii) gives the counterparty a choice of net-cash settlement or settlement in shares (physical settlement or net-share settlement) or (iii) that contain reset provisions that do not qualify for the scope exception. The Company assesses classification of its common stock warrants and other freestanding warrant instrument at each reporting date to determine whether a change in classification between assets and liabilities is required. The Company’s freestanding warrant instruments consist of private placement warrants to purchase shares of common stock (“Private Placement Warrants”) and public warrants to purchase shares of common stock (“Public Warrants”) that were converted in connection with the Transaction. Following the Transaction, the Public Warrants are considered equity classified instruments since the shares underlying the Public Warrants are not redeemable and the Company has one single class of voting common stock, which does not preclude them from being considered indexed to the Company’s equity and allows the Public Warrants to meet the criteria for equity classification per ASC 815, Derivatives and Hedging (“ASC 815”). Warrants that are determined to require equity classification are measured at fair value upon issuance and are not subsequently remeasured unless they are required to be reclassified. The Private Placement Warrants are considered liability classified instruments because their settlement amount differs depending on the identity of the holder which precludes them from being considered indexed to the Company’s equity. Accordingly, the Company recognizes the Private Placement Warrants as liabilities at fair value and adjusts the instruments to fair value using quoted prices of instruments with similar terms. The liabilities are subject to re-measurement at each balance sheet date until exercised, and any change in fair value is recognized in the Company’s consolidated statements of operations and comprehensive loss. Income Taxes From inception through April 30, 2021, the Company was a Delaware limited liability company for federal and state tax purposes and, therefore, all items of income or loss through April 30, 2021 flowed through to the members of the limited liability company. Accordingly, the Company did not record deferred tax assets or liabilities or have net operating loss carryforwards. Effective April 30, 2021, the Company converted from an LLC to a C corporation for federal and state income tax purposes. The Company accounts for income taxes using the asset and liability method in accordance with ASC 740, Income Taxes (“ASC 740”), which requires the recognition of deferred tax assets and liabilities for the expected future tax consequences of events that have been recognized in the consolidated financial statements or in the Company’s tax returns. Deferred tax assets and liabilities are determined on the basis of the differences between the financial statement and tax basis of assets and liabilities using enacted tax rates in effect for the year in which the differences are expected to reverse. Changes in deferred tax assets and liabilities are recorded in the provision for income taxes. The Company assesses the likelihood that its deferred tax assets will be recovered from future taxable income and, to the extent it believes, based upon the weight of available evidence, that it is more likely than not that all or a portion of the deferred tax assets will not be realized, a valuation allowance is established through a charge to income tax expense. Potential for recovery of deferred tax assets is evaluated by estimating the future taxable profits expected and considering prudent and feasible tax planning strategies. At December 31, 2022 and 2021, the Company has concluded that a full valuation allowance is necessary for its deferred tax assets. The Company assesses the recording of uncertain tax positions by evaluating the minimum recognition threshold and measurement requirements a tax position must meet before being recognized as a benefit in the consolidated financial statements. The Company’s policy is to recognize interest and penalties accrued on any uncertain tax positions as a component of income tax expense, if any, in the Company’s statements of operations and comprehensive loss. Revenue and Contract Balances The Company’s principal sources of revenue during the years ended December 31, 2022 and 2021, were derived from research and development service agreements with customers. At inception, management determines whether contracts are within the scope of ASC 606, Revenue from Contracts with Customers (“ASC 606”), or other topics, including ASC 808, Collaborative Arrangements (“ASC 808”). For contracts or units of account that are determined to be within the scope of ASC 606, revenue is recognized when a customer obtains control of promised goods or services. The amount of revenue recognized reflects the consideration to which management expects to be entitled to receive in exchange for these goods and services. To achieve this core principle, management applies the following five steps (i) identify the contract with the customer; (ii) identify the performance obligations in the contract; (iii) determine the transaction price; (iv) allocate the transaction price to the performance obligations in the contract; and (v) recognize revenue when or as a performance obligation is satisfied. The Company only applies the five-step model to contracts when it is probable that the Company will collect the consideration it is entitled to in exchange for the goods or services it transfers to the customer. Identification of Performance Obligations. Performance obligations promised in a contract are identified at contract inception based on the goods and services that are both capable of being distinct and are distinct in the context of the contract. To the extent a contract includes multiple promised goods and services, the Company applies judgment to determine whether promised goods and services are both capable of being distinct and distinct in the context of the contract. If these criteria are not met, the promised goods and services are accounted for as a combined performance obligation. In general, the Company’s contracts typically contain one performance obligation to perform research services on behalf of its customers, which are generally performed over a short period of time, typically less than twelve months. These contracts typically include rights to negotiate for a license or other products and services upon completion of the research services. Transaction Price. The transaction price is determined based on the consideration to which the Company will be entitled in exchange for transferring goods and services to the customer. The Company’s contracts typically contain upfront payments or fees for research services. Research and Development Services. The promises under the Company’s arrangements generally include research and development services to be performed by the Company on behalf of the counterparty. Payments or reimbursements from customers resulting from the Company’s research and development efforts are recognized as the services are performed and presented on a gross basis because the Company is the principal for such efforts. The Company uses an input method, according to the ratio of direct labor hours incurred to the total direct labor hours expected to be incurred in the future to satisfy the performance obligation. In management’s judgment, this input method is the best measure of the transfer of control of the performance obligation. Reimbursements from and payments to the counterparty that are the result of a collaborative relationship, instead of a customer relationship, such as co-development activities, are recognized as the services are performed and presented as a reduction to research and development expense. To date, the Company has determined that all arrangements which include research and development services have been transacted with customers and recognized on a gross basis using ASC 606. Customer Options. If an arrangement is determined to contain customer options that allow the customer to acquire additional goods or services, the goods and services underlying the customer options that are not determined to be material rights are not considered to be performance obligations at the outset of the arrangement, as they are contingent upon option exercise. The Company evaluates the customer options for material rights, or options to acquire additional goods or services for free or at a discount. If the customer options are determined to represent a material right, the material right is recognized as a separate performance obligation at the outset of the arrangement. The Company allocates the transaction price to material rights based on the relative standalone selling price, which is determined based on the identified discount and the probability that the customer will exercise the option. Amounts allocated to a material right are not recognized as revenue until, at the earliest, the option is exercised. Contract Balances. The Company classifies the right to consideration in exchange for deliverables as either a receivable or a contract asset. A receivable is a right to consideration that is unconditional (i.e., only the passage of time is required before payment is due). Such receivables are presented in accounts receivable in the accompanying balance sheets at their net estimated realizable value. An allowance for credit losses is maintained to provide for the estimated amount of receivables and contract assets that may not be collected. The allowance is based upon an assessment of customer creditworthiness, historical payment experience, the age of outstanding receivables and other applicable factors. Contract assets and liabilities are reported in a net position on a contract-by-contract basis at the end of each reporting period. Contract assets include unbilled amounts from contracts when revenue recognized exceeds the amount billed to the customer, and right to payment is not solely subject to the passage of time. Contract assets are included in prepaid expenses and other current assets in the accompanying balance sheets. Contract liabilities, which are presented as deferred revenue, consist of advance payments and billings in excess of revenue recognized. Amounts expected to be recognized as revenue within the 12 months following the balance sheet date are classified as current portion of deferred revenue in the accompanying balance sheets. Amounts not expected to be recognized as revenue within the 12 months following the balance sheet date are classified as deferred revenue, net of current portion. Cost of Revenue Cost of revenue primarily represents payroll and related personnel costs as well as allocated overhead, including occupancy and information technology expenses. Research and Development Expense Research and development costs are expensed as incurred. Research and development expenses consist of costs incurred in performing research and development activities, including salaries, stock-based compensation and benefits, facilities costs, depreciation, and external costs of outside vendors. Non-refundable prepayments for goods or services that will be used or rendered for future research and development activities are deferred and capitalized. Such amounts are recognized as an expense as the goods are delivered or the related services are performed or until it is no longer expected that the goods will be delivered or the services rendered. The Company has entered into various research and development related contracts. The Company records accrued liabilities for estimated ongoing research costs. When evaluating the adequacy of the accrued liabilities, the Company analyzes progress of the underlying activities. Stock-Based Compensation Expense Stock-based payments are accounted for in accordance with the provisions of ASC 718, Compensation – Stock Compensation . The Company measures the estimated fair value of the stock-based award on the date of grant and recognizes compensation expense for those awards over the requisite service period, which is generally the vesting period of the respective award. The Company issues stock options, and formerly incentive units, with only service-based vesting conditions and records the expense for these awards using the straight-line method. The Company has not issued any stock-based awards with performance- or market-based vesting conditions. The Company accounts for forfeitures as they occur. The Company classifies stock-based compensation expense in its consolidated statements of operations and comprehensive loss in the same manner in which the award recipient’s cash compensation costs are classified. Given the absence of an active market for Legacy Comera’s common stock, prior to the Transaction, the Company and the board of directors were required to estimate the fair value of Legacy Comera’s common stock and incentive units at the time of each grant. The Company and the board of directors determined the estimated fair value of Legacy Comera’s equity instruments based on a number of factors, including external market conditions affecting the biotechnology industry sector. The Company and the board of directors utilized various valuation methodologies in accordance with the framework of the American Institute of Certified Public Accountants’ Technical Practice Aid, Valuation of Privately-Held Company Equity Securities Issued as Compensation , to estimate the fair value of its equity instrument. Each valuation methodology includes estimates and assumptions that require the Company’s judgment. Comprehensive Loss Comprehensive loss is defined as the change in equity from transactions and other events or circumstances from non-owner sources. Comprehensive loss includes net loss as well as other changes in stockholders’ deficit and members’ equity that result from transactions and economic events other than those with stockholders and members. For the years ended December 31, 2022 and 2021 , comprehensive loss is equal to net loss. Net Loss per Share or Unit The Company calculates basic and diluted net loss per share or unit in conformity with the two-class method required for participating securities. Under the two-class method, net loss is allocated between common stock or member units and other participating securities based on their participation rights. Diluted net loss per unit is computed using the more dilutive of (a) the two-class method, (b) treasury stock method, or (c) if-converted method, as applicable, for potentially dilutive instruments. Potentially dilutive instruments consist of unvested incentive units and the potential issuance of common stock upon exercise of outstanding stock options or conversion of preferred stock. The dilutive effect of the convertible preferred stock is assessed by application of the “if-converted” method in periods where such application would be dilutive. Recent Accounting Pronouncements From time to time, new accounting pronouncements are issued by the FASB or other standard setting bodies and adopted by us as of the specified effective date. Unless otherwise discussed, the Company believes that the impact of recently issued standards that are not yet effective will not have a material impact on the Company’s consolidated financial statements and disclosures. |
Transaction and Reverse Recapit
Transaction and Reverse Recapitalization | 12 Months Ended |
Dec. 31, 2022 | |
Business Combinations [Abstract] | |
Transaction and Reverse Recapitalization | 3. Transaction and Reverse Recapitalization On May 19, 2022 , the Company consummated the acquisition of all of the issued and outstanding shares of OTR Acquisition Corp. and Comera Life Sciences, Inc., in accordance with the Business Combination Agreement. Upon closing (i) Comera Merger Sub merged with and into Legacy Comera, with Legacy Comera surviving such merger as a direct wholly-owned subsidiary of CLS Holdings (the “Comera Merger”) and (ii) OTR Merger Sub merged with and into OTR, with OTR surviving such merger as a direct wholly-owned subsidiary of CLS Holdings (the “OTR Merger”). At the closing of the Transaction (the “Closing”), by virtue of the Comera Merger, all shares of Legacy Comera common stock, par value $ 0.001 per share (“Legacy Comera Common Stock”), issued and outstanding immediately prior to the Closing (including shares of Legacy Comera Common Stock issued upon conversion of Legacy Comera preferred stock immediately prior to the Closing) were canceled and converted into the right to receive shares of CLS Holdings common stock, par value $ 0.0001 per share (“CLS Holdings Common Stock”) and all outstanding Legacy Comera unvested stock options and Legacy Comera vested incentive stock options were converted into options to purchase shares of CLS Holdings Common Stock, all Legacy Comera vested in-the-money non-qualified stock options outstanding were net exercised for shares of Legacy Comera Common Stock and, upon the Closing as described above, those shares of Legacy Comera Common Stock were converted into the right to receive shares of CLS Holdings Common Stock. In addition, at the Closing, CLS Holdings placed 3,150,000 shares of CLS Holdings Common Stock (the “Earn-Out Shares”) into escrow. If, at any time during the period beginning on the Closing Date and expiring at the close of business on the second anniversary of the Closing Date (the “Earn-Out Period”), the volume-weighted average price of CLS Holdings Common Stock is equal to or greater than $ 12.50 for any 20 trading days within a period of 30 consecutive trading days (the “Earn-Out Trigger”), then within 10 business days following the achievement of the Earn-Out Trigger, the Earn-Out Shares will be released to the former holders of Legacy Comera Common Stock on a pro rata basis. If a change of control occurs during the Earn-Out Period that results in the holders of shares of CLS Holdings Common Stock receiving consideration equal to or in excess of $ 12.50 per share, then the Earn-Out Trigger shall be deemed to be satisfied if (i) the aggregate proceeds paid to, or in the event of an asset sale, available for distribution to, stockholders of CLS Holdings in such change of control transaction divided by (ii) (a) the number of outstanding shares of CLS Holdings Common Stock immediately prior to the consummation of such change of control transaction plus (b) Earn-Out Shares, is equal to or exceeds $ 12.50 . Upon the Closing, by virtue of the OTR Merger, all shares of common stock of OTR issued and outstanding immediately prior to the Closing were converted on a one -to-one basis into the right to receive shares of CLS Holdings Common Stock and all warrants of OTR outstanding were converted into warrants to purchase shares of CLS Holdings Common Stock. Holders of OTR Common Stock included in the units sold in the initial public offering of OTR were entitled to exercise redemption rights in connection with the Transaction. Holders of 9,769,363 shares of OTR Common Stock exercised their right to have their shares redeemed which resulted in the issuance of 3,472,654 shares of CLS Holdings Common Stock in the Transaction to the former stockholders of OTR. In connection with the Transaction, CLS Holdings, Legacy Comera, OTR and Maxim Group LLC (“Maxim”) entered into a Settlement and Release Agreement (“Settlement Agreement”) pursuant to which CLS Holdings, Legacy Comera, OTR and Maxim agreed, among other things that (1) all deferred underwriting fees owed to Maxim pursuant to the underwriting agreement between OTR and Maxim dated November 17, 2020 (the “Underwriting Agreement”) would be satisfied by the issuance by CLS Holdings to Maxim of 3,395 shares of CLS Holdings Series A Convertible Perpetual Preferred Stock, par value $ 0.0001 per share (“Series A Preferred Stock”) equal in value to $ 3.4 million; (2) Maxim would waive its right of first refusal contained in the Underwriting Agreement to act for OTR, or any successor, in future public and private offerings; (3) certain fees owed to Maxim under the advisory agreement between Legacy Comera and Maxim, dated October 13, 2020, as amended on August 16, 2021 and January 25, 2022 (the “Comera Advisory Agreement”) would be satisfied by the issuance by CLS Holdings to Maxim of 910 shares of Series A Preferred Stock equal in value to $ 910 thousand; (4) Maxim would invest $ 1.0 million in a private placement of CLS Holdings Common Stock (the “Maxim Private Placement”) at a value of $ 10.25 per share for 97,561 shares, which shares would receive certain registration rights under a separate registration rights agreement (the “Maxim Registration Rights Agreement”), (5) the 344,375 shares of CLS Holdings Common Stock issued to Maxim as a success fee for the Transaction under the Comera Advisory Agreement which were previously registered, would be unrestricted and freely tradable; and (6) certain of Maxim’s rights to fees for transactions and financings consummated after the Transaction would be limited to transactions and financings with four specified counterparties previously introduced by Maxim. The following summarizes the shares of CLS Holdings Common Stock issued and outstanding immediately following the Transaction as of May 19, 2022: Shares % Legacy Comera Stockholders 12,022,595 76 % OTR Public Stockholders 677,987 4 % OTR Founders 2,611,838 16 % Maxim (1) 624,765 4 % Total (2) 15,937,185 100 % (1) Represents (i) 97,561 shares of the CLS Holdings Common Stock purchased by Maxim in a private placement, (ii) 344,375 shares of the CLS Holdings Common Stock issued to Maxim by the Legacy Comera shareholders to settle Maxim’s success fee, and (iii) 182,829 shares of the CLS Holdings Common Stock issued to Maxim in exchange for a like number of shares of OTR common stock received in connection with OTR’s initial public offering. (2) Excludes 3,150,000 Earn-Out Shares. The following table presents the net tangible assets acquired from OTR and reconciles the elements of the Transaction to the consolidated statements of cash flows: Transaction Cash $ 5,643,508 Deferred underwriting fee payable ( 3,395,389 ) Derivative warrant liabilities ( 2,286,379 ) Net tangible assets acquired from OTR ( 38,260 ) Cash proceeds received from Maxim Private Placement 1,000,000 Gross proceeds from Transaction and Maxim Private Placement 961,740 Less: total issuance costs ( 7,528,561 ) Reverse recapitalization issuance costs in excess of gross proceeds ( 6,566,821 ) Add: derivative warrant liabilities assumed 2,286,379 Add: issuance of common stock to settle success fee 3,443,750 Add: issuance of Series A preferred stock to settle stock issuance costs and underwriting fees payable 4,305,389 Less: Series A preferred stock issuance costs ( 161,535 ) Net cash proceeds from Transaction and Maxim Private Placement $ 3,307,162 The following table presents the net cash proceeds from the Transaction and Maxim Private Placement and reconciles the elements of the Transaction to the consolidated statements of convertible preferred stock, stockholders’ deficit and members’ equity: Transaction Net cash proceeds from Transaction and Maxim Private Placement $ 3,307,162 Add: Series A preferred stock issuance costs 161,535 Add: reverse recapitalization issuance costs in excess of gross proceeds 6,566,821 Less: derivative warrant liabilities assumed ( 2,286,379 ) Less: issuance of Series A preferred stock to settle stock issuance costs and underwriting fees payable ( 4,305,389 ) Issuance of common stock in connection with the Transaction and Maxim Private Placement, net of redemptions, net tangible assets, and issuance costs $ 3,443,750 The Transaction was accounted for as a reverse recapitalization because Legacy Comera was determined to be the accounting acquirer. Under the reverse recapitalization model, the Transaction was treated as Comera issuing equity for the net assets of OTR, with no goodwill or intangible assets recorded. All outstanding common stock instruments, prior to the Transaction, have been retroactively adjusted to share amounts reflecting the Company’s current capital structure, including adjustments based on the Exchange Ratio. Accordingly, certain amounts have been reclassified and retroactively adjusted to reflect the reverse recapitalization pursuant to the Transaction for all periods presented within the consolidated balance sheets and statements of convertible preferred stock, stockholders’ deficit and members’ equity. Earn-Out Shares The estimated fair value of the Earn-Out Shares at the Closing Date was approximately $ 8.63 per share, or $ 27.2 million in the aggregate. If the Earn-Out Trigger is not achieved for the two-year period following the Closing Date, the Earn-Out Shares will be cancelled and returned to treasury. The contingent obligation to issue Earn-Out Shares to Legacy Comera stockholders is considered indexed to the Company’s own stock and meets the equity classification under ASC 815. While the Earn-Out Shares are legally issued and placed into escrow, they are not considered outstanding for accounting purposes until resolution of the earn-out contingency. The estimated acquisition-date fair value of the Earn-Out Shares was determined using a Monte Carlo simulation valuation model using a distribution of potential outcomes on a weekly basis over the Earn-Out Period using the most reliable information available. Assumptions used in the valuation at the Closing Date were as follows: Assumptions Fair value of common stock $ 9.91 Selected volatility 90.00 % Risk-free interest rate 2.60 % Contractual term (years) 2.0 Transaction Costs In connection with the Transaction, the Company incurred direct and incremental costs of approximately $ 7.5 million related to the equity issuance, including $ 4.4 million of noncash expenses related to common stock and Series A Preferred Stock issued to Maxim, consisting primarily of investment banking and other professional fees. The costs related to the equity issuance were recorded to additional paid-in capital as a reduction of gross proceeds from the Transaction and Maxim Private Placement. The costs related to the equity issuance which exceeded gross proceeds received from the Transaction and Maxim Private Placement were recognized as a loss within other (expense) income, net. The Company incurred approximately $ 1.5 million of expenses primarily related to advisory, legal, and accounting fees in conjunction with the Transaction, which were recorded in general and administrative expenses in the consolidated statements of operations and comprehensive loss. |
Fair Value of Financial Assets
Fair Value of Financial Assets and Liabilities | 12 Months Ended |
Dec. 31, 2022 | |
Fair Value Disclosures [Abstract] | |
Fair Value of Financial Assets and Liabilities | 4. Fair Value of Financial Assets and Liabilities The following table presents the Company’s fair value hierarchy for its liabilities, which are measured at fair value on a recurring basis as of December 31, 2022: Fair Value Measurements at December 31, Level 1 Level 2 Level 3 Total Liabilities: Derivative warrant liabilities $ — $ 277,507 $ — $ 277,507 There were no assets or liabilities for which fair value was required to be disclosed as of December 31, 2021. During the year ended December 31, 2022 , there were no transfers between Level 1, Level 2 and Level 3. |
Prepaid Expenses and Other Curr
Prepaid Expenses and Other Current Assets | 12 Months Ended |
Dec. 31, 2022 | |
Deferred Costs, Capitalized, Prepaid, and Other Assets Disclosure [Abstract] | |
Prepaid Expenses and Other Current Assets | 5. Prepaid Expenses and Other Current Assets Prepaid expenses and other current assets consisted of the following: December 31, 2022 2021 Prepaid insurance $ 913,611 $ — Contract assets — 85,018 Insurance recovery receivable — 136,250 Other 72,888 49,380 Prepaid expenses and other current assets $ 986,499 $ 270,648 |
Property and Equipment, Net
Property and Equipment, Net | 12 Months Ended |
Dec. 31, 2022 | |
Property, Plant and Equipment [Abstract] | |
Property and Equipment, Net | 6. Property and Equipment, Net Property and equipment, net consisted of the following: December 31, 2022 2021 Lab equipment $ 587,650 $ 587,650 Leasehold improvements 9,411 17,973 Computer equipment 32,178 21,747 Other equipment 36,149 9,411 Construction in Progress 88,359 — 753,747 636,781 Less accumulated depreciation ( 496,561 ) ( 402,614 ) Property and equipment, net $ 257,186 $ 234,167 Depreciation expense for the years ended December 31, 2022 and 2021 was $ 94 thousand and $ 86 thousand, respectively. |
Accrued Expenses and Other Curr
Accrued Expenses and Other Current Liabilities | 12 Months Ended |
Dec. 31, 2022 | |
Payables and Accruals [Abstract] | |
Accrued Expenses and Other Current Liabilities | 7. Accrued Expenses and Other Current Liabilities Accrued expenses and other current liabilities consisted of the following: December 31, 2022 2021 Accrued bonus $ 767,093 $ 349,000 Professional fees 282,454 123,756 Accrued vacation 21,194 25,945 Other 225,023 7,910 Accrued expenses and other current liabilities $ 1,295,764 $ 506,611 |
Insurance Premium Financing
Insurance Premium Financing | 12 Months Ended |
Dec. 31, 2022 | |
Insurance Premium Financing [Abstract] | |
Insurance Premium Financing | 8. Insurance Premium Financing In May 2022, the Company entered into a finance agreement with First Insurance Funding in order to fund a portion of its insurance policies. The amount financed is $ 1.5 million and incurs interest at a rate of 4.00 %. The Company is required to make monthly payments of $ 154 thousand through March 2023 . The outstanding balance as of December 31, 2022 was $ 0.5 million . |
Legacy Comera Convertible Prefe
Legacy Comera Convertible Preferred Stock | 12 Months Ended |
Dec. 31, 2022 | |
Temporary Equity [Line Items] | |
Convertible Preferred Stock | 10. Convertible Preferred Stock As of December 31, 2022 , the Company’s amended and restated certificate of incorporation (the “Articles”) provides for a class of authorized stock known as preferred stock, consisting of 1,000,000 shares, $ 0.0001 par value per share, issuable from time to time in one or more series. In connection with the Transaction, a certificate of designation was filed to designate and authorize the issuance of up to 4,305 shares of Series A Preferred Stock. Convertible preferred stock consisted of the following as of December 31, 2022: Par Value Shares Authorized Shares Issued and Carrying Value Liquidation Common Stock Series A Preferred Stock $ 0.0001 4,305 4,305 $ 4,517,710 $ 4,517,710 342,754 In May 2022, the Company issued 4,305 shares of Series A Preferred Stock (“the Preferred Stock”). The Preferred Stock was issued in connection with the Transaction and the Settlement Agreement (Note 3) in settlement of $ 4.3 million of underwriting and advisory fees owed to Maxim with an original purchase price of $ 1,000 per share (the “Series A Original Purchase Price”). The Company incurred $ 162 thousand of issuance costs in connection with the Series A Preferred Stock. As of December 31, 2022, the holders of the Preferred Stock have the following rights and preferences: Voting Rights— The holders of the Preferred Stock are entitled to vote, together with the holders of common stock, on all matters submitted to the stockholders for a vote and are entitled to the number of votes equal to the number of whole shares of common stock into which such holders of preferred stock could convert on the record date for determination of stockholders entitled to vote. Except for the actions requiring the approval or consent of the holders of preferred stock, the holders of preferred stock shall vote together with the holders of common stock and vote as a single class. Dividends— The holders of the Preferred Stock shall be entitled to receive, prior and in preference to the declaration or payment of any dividend on any other currently-outstanding capital stock, dividends when, as and if declared by the Board of Directors, payable quarterly on January 1, April 1, July 1 and October 1 of each calendar year (each date a “Series A Quarterly Dividend Payment Date”), commencing on and including July 1, 2022, which dividends shall be paid in cash at a rate of 8.0 % per annum on the Series A Original Purchase Price for the first six Series A Quarterly Dividend Payment Dates, which shall increase by 2 % per annum from and after each successive Series A Quarterly Dividend Payment Date, up to a maximum of 18 %. Such dividends shall cumulate quarterly at the Series A Dividend Rate if not declared and paid on a Series A Quarterly Dividend Payment Date. As of December 31, 2022 , no cash dividends have been declared or paid and the Company has $ 213 thousand of cumulative dividends in arrears. Liquidation Rights— In the event of any voluntary or involuntary liquidation event, dissolution, winding up of the Company or upon the occurrence of certain events considered to be deemed liquidation events, each holder of the then outstanding Series A Preferred Stock will be entitled to receive a preferential payment equal to the Series A Original Purchase Price plus the aggregate amount of dividends then accrued, prior and in preference to any distributions to the holders of the common stock. After payments have been made in full to the holders of the Series A Preferred Stock, then, to the extent available, the remaining amounts will be distributed among the holders of the common stock, pro rata based on the number of shares of common stock held by each holder. Conversion— Each share of preferred stock is convertible into common stock, at any time, at the option of the holder, and without the payment of additional consideration, determined by dividing the Series A Original Issuance Price by $ 12.56 (as may be adjusted for stock splits, dilutive issuances and the like, the “Series A Conversion Price”); provided, however, in no event shall outstanding shares of the Preferred Stock be converted into more than 19.99 % of the outstanding shares of common stock. The Company shall at all times reserve and keep available out of its authorized but unissued shares of common stock to effect the conversion of three hundred percent ( 300 %) of all shares of the Preferred Stock then outstanding . The Company evaluated its preferred stock and determined that its the Preferred Stock is considered an equity host. In making this determination, the Company’s analysis followed the whole instrument approach which compares an individual feature against the entire preferred stock instrument which includes that feature. The Company’s analysis was based on a consideration of the economic characteristics and risks of the preferred stock. More specifically, the Company evaluated all of the stated and implied substantive terms and features, including: (1) whether the preferred stock included redemption features, (2) how and when any redemption features could be exercised, (3) whether the holders of preferred stock were entitled to dividends, (4) the voting rights of the preferred stock and (5) the existence and nature of any conversion rights. As a result of the Company’s conclusion that the preferred stock represents an equity host, the conversion feature for the Preferred Stock is considered to be clearly and closely related to the preferred stock host instrument. Accordingly, the conversion feature for the Preferred Stock is not considered an embedded derivative that requires bifurcation. Redemption— The Preferred Stock is redeemable upon the occurrence of certain deemed liquidation events, as discussed above. In addition, the Company, may at any time, redeem the whole or any part of the outstanding Preferred Stock at a redemption price of $ 1,000 per share, subject to adjustment, plus all accumulated and unpaid dividends (the “Series A Redemption Price”). Further, if the Company closes on the issuance or sale of common stock or equivalents, including, without limitation, pursuant to an equity line of credit facility, a registered offering, a private investment in public equity or otherwise, resulting in net proceeds to the Company of at least $ 5,000,000 , each holder of Series A Preferred Stock shall have the right to cause the Company to apply up to 30 % of the aggregate proceeds from such issuance or sale in excess of $ 5,000,000 , to the redemption of any or all of such holder’s Series A Preferred Stock at the Series A Redemption Price. As the preferred stock is considered to be contingently redeemable, it has been classified outside of permanent equity. Since the contingent redemption is considered probable, the Series A Preferred Stock will be accreted to its redemption value at each reporting date. The Company recorded accretion of $ 0.4 million , inclusive of $ 161 thousand of issuance costs, for the year ended December 31, 2022 , which is considered a deemed dividend. |
Legacy Comera | |
Temporary Equity [Line Items] | |
Convertible Preferred Stock | 9. Legacy Comera Convertible Preferred Stock As of December 31, 2021 and prior to the Transaction, the authorized capital stock of Legacy Comera included 14,051,702 shares of $ 0.001 par value preferred stock, of which 9,429,006 shares were designated as Series A Convertible Preferred Stock (“Legacy Comera Series A Preferred Stock”) and 4,622,696 shares were designated as Series B Convertible Preferred Stock (“Legacy Comera Series B Preferred Stock”). In April 2021, Legacy Comera issued 6,000,000 , 1,266,667 , 527,752 , 1,016,669 , 514,932 , and 102,986 shares of Series A-1, A-2, A-3, A-4, A-5, and A-6 Preferred Stock, respectively. The Legacy Comera Series A Preferred Stock was issued in settlement of previously outstanding capital units of ReForm Biologics, LLC as part of the Reorganization. During the year ended December 31, 2021, the Company issued 3,970,465 shares of Series B convertible preferred stock for net cash proceeds of $ 9.4 million and 403,287 shares of Series B convertible preferred stock to settle convertible notes originally issued to certain existing investors with a value of $ 827 thousand. Immediately prior to the Transaction, all issued and outstanding shares of Legacy Comera Series A and B Preferred Stock were converted into Legacy Comera Common Stock. |
Convertible Preferred Stock
Convertible Preferred Stock | 12 Months Ended |
Dec. 31, 2022 | |
Temporary Equity Disclosure [Abstract] | |
Convertible Preferred Stock | 10. Convertible Preferred Stock As of December 31, 2022 , the Company’s amended and restated certificate of incorporation (the “Articles”) provides for a class of authorized stock known as preferred stock, consisting of 1,000,000 shares, $ 0.0001 par value per share, issuable from time to time in one or more series. In connection with the Transaction, a certificate of designation was filed to designate and authorize the issuance of up to 4,305 shares of Series A Preferred Stock. Convertible preferred stock consisted of the following as of December 31, 2022: Par Value Shares Authorized Shares Issued and Carrying Value Liquidation Common Stock Series A Preferred Stock $ 0.0001 4,305 4,305 $ 4,517,710 $ 4,517,710 342,754 In May 2022, the Company issued 4,305 shares of Series A Preferred Stock (“the Preferred Stock”). The Preferred Stock was issued in connection with the Transaction and the Settlement Agreement (Note 3) in settlement of $ 4.3 million of underwriting and advisory fees owed to Maxim with an original purchase price of $ 1,000 per share (the “Series A Original Purchase Price”). The Company incurred $ 162 thousand of issuance costs in connection with the Series A Preferred Stock. As of December 31, 2022, the holders of the Preferred Stock have the following rights and preferences: Voting Rights— The holders of the Preferred Stock are entitled to vote, together with the holders of common stock, on all matters submitted to the stockholders for a vote and are entitled to the number of votes equal to the number of whole shares of common stock into which such holders of preferred stock could convert on the record date for determination of stockholders entitled to vote. Except for the actions requiring the approval or consent of the holders of preferred stock, the holders of preferred stock shall vote together with the holders of common stock and vote as a single class. Dividends— The holders of the Preferred Stock shall be entitled to receive, prior and in preference to the declaration or payment of any dividend on any other currently-outstanding capital stock, dividends when, as and if declared by the Board of Directors, payable quarterly on January 1, April 1, July 1 and October 1 of each calendar year (each date a “Series A Quarterly Dividend Payment Date”), commencing on and including July 1, 2022, which dividends shall be paid in cash at a rate of 8.0 % per annum on the Series A Original Purchase Price for the first six Series A Quarterly Dividend Payment Dates, which shall increase by 2 % per annum from and after each successive Series A Quarterly Dividend Payment Date, up to a maximum of 18 %. Such dividends shall cumulate quarterly at the Series A Dividend Rate if not declared and paid on a Series A Quarterly Dividend Payment Date. As of December 31, 2022 , no cash dividends have been declared or paid and the Company has $ 213 thousand of cumulative dividends in arrears. Liquidation Rights— In the event of any voluntary or involuntary liquidation event, dissolution, winding up of the Company or upon the occurrence of certain events considered to be deemed liquidation events, each holder of the then outstanding Series A Preferred Stock will be entitled to receive a preferential payment equal to the Series A Original Purchase Price plus the aggregate amount of dividends then accrued, prior and in preference to any distributions to the holders of the common stock. After payments have been made in full to the holders of the Series A Preferred Stock, then, to the extent available, the remaining amounts will be distributed among the holders of the common stock, pro rata based on the number of shares of common stock held by each holder. Conversion— Each share of preferred stock is convertible into common stock, at any time, at the option of the holder, and without the payment of additional consideration, determined by dividing the Series A Original Issuance Price by $ 12.56 (as may be adjusted for stock splits, dilutive issuances and the like, the “Series A Conversion Price”); provided, however, in no event shall outstanding shares of the Preferred Stock be converted into more than 19.99 % of the outstanding shares of common stock. The Company shall at all times reserve and keep available out of its authorized but unissued shares of common stock to effect the conversion of three hundred percent ( 300 %) of all shares of the Preferred Stock then outstanding . The Company evaluated its preferred stock and determined that its the Preferred Stock is considered an equity host. In making this determination, the Company’s analysis followed the whole instrument approach which compares an individual feature against the entire preferred stock instrument which includes that feature. The Company’s analysis was based on a consideration of the economic characteristics and risks of the preferred stock. More specifically, the Company evaluated all of the stated and implied substantive terms and features, including: (1) whether the preferred stock included redemption features, (2) how and when any redemption features could be exercised, (3) whether the holders of preferred stock were entitled to dividends, (4) the voting rights of the preferred stock and (5) the existence and nature of any conversion rights. As a result of the Company’s conclusion that the preferred stock represents an equity host, the conversion feature for the Preferred Stock is considered to be clearly and closely related to the preferred stock host instrument. Accordingly, the conversion feature for the Preferred Stock is not considered an embedded derivative that requires bifurcation. Redemption— The Preferred Stock is redeemable upon the occurrence of certain deemed liquidation events, as discussed above. In addition, the Company, may at any time, redeem the whole or any part of the outstanding Preferred Stock at a redemption price of $ 1,000 per share, subject to adjustment, plus all accumulated and unpaid dividends (the “Series A Redemption Price”). Further, if the Company closes on the issuance or sale of common stock or equivalents, including, without limitation, pursuant to an equity line of credit facility, a registered offering, a private investment in public equity or otherwise, resulting in net proceeds to the Company of at least $ 5,000,000 , each holder of Series A Preferred Stock shall have the right to cause the Company to apply up to 30 % of the aggregate proceeds from such issuance or sale in excess of $ 5,000,000 , to the redemption of any or all of such holder’s Series A Preferred Stock at the Series A Redemption Price. As the preferred stock is considered to be contingently redeemable, it has been classified outside of permanent equity. Since the contingent redemption is considered probable, the Series A Preferred Stock will be accreted to its redemption value at each reporting date. The Company recorded accretion of $ 0.4 million , inclusive of $ 161 thousand of issuance costs, for the year ended December 31, 2022 , which is considered a deemed dividend. |
Common Stock
Common Stock | 12 Months Ended |
Dec. 31, 2022 | |
Stockholders' Equity Note [Abstract] | |
Common Stock | 11. Common Stock All common stock share amounts have been retroactively adjusted to reflect the Transaction and reverse recapitalization as described in Note 3. Following the closing of the Transaction, the Company is authorized to issue 150,000,000 shares of common stock, $ 0.0001 par value. The voting, dividend and liquidation rights of the holders of the Company’s common stock are subject to and qualified by the rights, powers and preferences of the holders of the preferred stock. Each share of common stock entitles the holder to one vote , together with the holders of the preferred stock, on all matters submitted to the stockholders for a vote. Common stockholders are entitled to receive dividends, as may be declared by the Board, if any, subject to the preferential dividend rights of the preferred stock. Through December 31, 2022 , no cash dividends have been declared or paid. As of December 31, 2022, the Company has reserved the following shares of common stock for future issuance: Exercise of outstanding stock options 2,152,641 Available for issuance under equity compensation plans 57,198 Exercise of outstanding stock warrants 11,041,332 Conversion of Series A Preferred Stock 1,028,262 Reserved for issuance pursuant to the Arena Purchase Agreement 4,228,064 Total shares of authorized common stock reserved for future issuance 18,507,497 Common Stock Purchase Agreement On August 31, 2022, the Company entered into a purchase agreement (the “Arena Purchase Agreement”) with Arena Business Solutions Global SPC II, Ltd. (“Arena”), pursuant to which Arena has committed to purchase up to $ 15.0 million (the “Commitment Amount”) of the Company’s common stock, subject to an increase, at the Company's option, to $ 30.0 million of the Company's common stock (the “Additional Commitment Amount”). Under the terms and subject to the conditions of the Arena Purchase Agreement, the Company has the right, but not the obligation, to sell to Arena, and Arena is obligated to purchase up to $ 15.0 million of the Company’s common stock, subject to increase at the Company's option by the Additional Commitment Amount. Such sales of common stock by the Company will be subject to certain limitations, and may occur from time to time, at the Company’s sole discretion, over the approximately 36-month period commencing on the date of the Purchase Agreement, provided that the registration statement (the “Registration Statement”) covering the resale by Arena of the shares of the Company’s common stock purchased under the Purchase Agreement remains effective, and the other conditions set forth in the Arena Purchase Agreement are satisfied. The purchase price of the shares of the Company’s common stock will be equal to 96 % of the simple average of the daily VWAP of the Company’s common stock immediately preceding the time of sale as computed under the Arena Purchase Agreement. The Company determined that its right to sell shares of the Company’s common stock to Arena represents a freestanding put option under ASC 815, but has a fair value of zero, and therefore no additional accounting was required. The Company issued 296,181 shares of common stock (the “Commitment Shares”) to Arena as a commitment fee in connection with entering into the Arena Purchase Agreement. The $ 650 thousand fair value of the Commitment Shares along with $ 379 thousand of other issuance costs related to the Arena Purchase Agreement were recognized as a loss within other expense, net. As of December 31, 2022 , the Company had sold 475,755 shares of common stock under the Arena Purchase Agreement at a weighted-average price of $ 1.74 p er share, resulting in net proceeds of $ 0.8 million for the year ended December 31, 2022 . |
Stock-Based Compensation
Stock-Based Compensation | 12 Months Ended |
Dec. 31, 2022 | |
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items] | |
Stock-Based Compensation | 12. Stock-Based Compensation All common stock share and per share amounts related to the Company's incentive plans have been retroactively adjusted to reflect the Transaction and reverse recapitalization as described in Note 3. 2014 Restricted Unit Plan On March 4, 2014, Legacy Comera established the 2014 Restricted Unit Plan (the “2014 Plan”). A total of 2,500,000 incentive units were authorized as part of the 2014 Plan, under which participants would receive membership interests in Legacy Comera. The 2014 Plan was extinguished on April 30, 2021 as a result of the Reorganization. 2021 Stock Option and Grant Plan On April 30, 2021, Legacy Comera established the 2021 Stock Option and Grant Plan (the “2021 Plan”), which provided for the grant of incentive stock options, non-statutory stock options, restricted stock awards, unrestricted stock awards and restricted stock units. In connection with the closing of the Transaction, option awards outstanding under the 2021 Plan were exchanged for options to purchase shares of CLS Holdings Common Stock (the “Exchanged Options”), with proportional adjustments to the number of shares underlying the options and the exercise price of the options approved by the compensation committee and board of directors of Legacy Comera. Other than with respect to the exercise price and the number of shares of CLS Holdings Common Stock underlying the Exchanged Options, the Exchanged Options remain subject to the terms and conditions of the Legacy Comera option awards issued pursuant to the 2021 Plan. The Exchanged Options are outstanding under and count against the number of shares reserved for issuance pursuant to the 2022 Equity and Incentive Plan (the “2022 Plan”). Following the closing of the Transaction, no additional awards may be granted under the 2021 Plan. As of December 31, 2022 , there are 1,168,441 Exchanged Options outstanding, included in the 2,152,641 shares per the table in Note 11, which are potentially exercisable for 1,168,441 shares of CLS Holdings Common Stock at a weighted-average exercise price of $ 0.59 per share. 2022 Equity and Incentive Plan On May 10, 2022, the Company established the 2022 Plan, which provides for the grant of incentive stock options, non-statutory stock options, restricted stock awards, unrestricted stock awards, restricted stock units, stock appreciation rights, cash awards and dividend equivalent rights. Incentive stock options may be granted only to the Company’s employees, including officers. Non-statutory options, restricted stock awards, unrestricted stock awards, restricted stock units, stock appreciation rights, cash awards and dividend equivalent rights may be granted to employees, directors, consultants and key persons of the Company. The total number of common shares authorized to be issued under the 2022 Plan was 2,059,839 . The share pool will automatically increase on January 1 of each year by four percent of the number of shares of Stock outstanding on the immediately preceding December 31, or such lesser number of shares as approved by the board of directors. As of December 31, 2022 , there were 2,152,641 options outstanding with a weighted-average exercise price of $ 1.67 and 57,198 shares available for future grants under the 2022 Plan. Shares underlying awards that are forfeited, cancelled, reacquired by the Company prior to vesting, satisfied without the issuance of common stock, or are otherwise terminated under the 2022 Plan without having been fully exercised (including the Exchanged Options) will be available for future awards. Stock Option Valuation The assumptions that the Company used to determine the grant-date fair value of stock options granted were as follows, presented on a weighted-average basis: Year Ended December 31, 2022 2021 Expected option life (years) 6.1 5.6 Risk-free interest rate 3.37 % 0.90 % Expected volatility 64.20 % 62.84 % Expected dividend yield — % — % Stock Option Activity The following table summarizes the Company’s stock option activity for the year ended December 31, 2022: Number of Weighted- Weighted- Aggregate Outstanding as of December 31, 2021 2,689,935 $ 0.59 $ 767 Granted 984,200 2.96 Exercised ( 1,385,310 ) 0.59 Cancelled or forfeited ( 136,184 ) 0.59 Outstanding as of December 31, 2022 2,152,641 $ 1.67 9.1 $ 748 Exercisable as of December 31, 2022 484,444 $ 0.59 8.5 $ 310 The aggregate intrinsic value of stock options is calculated as the difference between the exercise price of the underlying stock options and the estimated fair value of the Company’s common stock for those stock options that had exercise prices lower than the estimated fair value of the Company’s common stock. The weighted-average grant-date fair value of the Company’s stock options granted during the years ended December 31, 2022 and 2021 was $ 1.79 and $ 0.41 , respectively. As of December 31, 2022 , total unrecognized compensation cost related to the unvested stock options was $ 1.9 million, which is expected to be recognized over a weighted-average period of 3.3 years. Stock-Based Compensation Stock-based compensation expense was allocated as follows: Year Ended December 31, 2022 2021 Cost of revenue $ 1,776 $ 19,876 Research and development 11,608 414,322 General and administrative 362,406 680,458 Total stock-based compensation $ 375,790 $ 1,114,656 |
Common Stock Warrants
Common Stock Warrants | 12 Months Ended |
Dec. 31, 2022 | |
Warrants and Rights Note Disclosure [Abstract] | |
Common Stock Warrants | 13. Common Stock Warrants During the year ended December 31, 2022 , there were 100 Public Warrants exercised, resulting in proceeds of $ 1,150 . There were no warrants issued or expired during the same period. The warrants were assumed as part of the Transaction and the following represents a summary of the warrants outstanding and exercisable at December 31, 2022: Number of Shares Underlying Warrants Description Issue Date Classification Exercise Price Expiration Date Outstanding Shares Exercisable Shares Private Placement Warrants Nov 17, 2020 Liability $ 11.50 May 19, 2027 5,817,757 5,817,757 Public Warrants Nov 17, 2020 Equity $ 11.50 May 19, 2027 5,223,575 5,223,575 11,041,332 11,041,332 Public Warrants Public Warrants may only be exercised for a whole number of shares. No fractional shares will be issued upon exercise of the Public Warrants. The Public Warrants were assumed in connection with the Transaction and became exercisable on June 19, 2022. The Public Warrants are redeemable at the option of the Company, in whole and not in part, at a price of $ 0.01 per underlying share, provided that the last reported sales price of the Company's common stock has been at least $ 18.00 per share (subject to adjustment), on each of twenty ( 20 ) trading days within the thirty ( 30 ) trading-day period ending on the third trading day prior to the date on which notice of the redemption is given. Private Placement Warrants The Private Placement Warrants are identical to the Public Warrants, except that (i) the Private Placement Warrants will be exercisable on a cashless basis and be non-redeemable so long as they are held by the initial purchasers or their permitted transferees and (ii) the Private Placement Warrants and the common stock issuable upon exercise of the Private Placement Warrants will be entitled to registration rights. If the Private Placement Warrants are held by someone other than the initial purchasers or their permitted transferees, the Private Placement Warrants will be redeemable by the Company on the same basis as the Public Warrants. |
Concentrations of Risk
Concentrations of Risk | 12 Months Ended |
Dec. 31, 2022 | |
Risks and Uncertainties [Abstract] | |
Concentrations of Risk | 14. Concentrations of Risk The Company has certain customers whose revenue individually represented 10% or more of the Company’s total revenue or whose accounts receivable balances individually represented 10% or more of the Company’s total accounts receivable. For the years ended December 31, 2022 and 2021 , three and two customers, respectively, accounted for 100 % of revenue recognized in the period. As of December 31, 2022 one customer accounted for 100 % of accounts receivable. There were no customer concentrations in the prior year, as there was no accounts receivable as of December 31, 2021 . |
Income Taxes
Income Taxes | 12 Months Ended |
Dec. 31, 2022 | |
Income Tax Disclosure [Abstract] | |
Income Taxes | 15. Income Tax From inception through April 30, 2021, the Company was a Delaware limited liability company for federal and state tax purposes and, therefore, all items of income or loss through April 30, 2021 flowed through to the members of the limited liability company. Accordingly, the Company did not record deferred tax assets or liabilities or have net operating loss carryforwards. Effective April 30, 2021, the Company converted from an LLC to a C corporation (the “Reorganization”) for federal and state income tax purposes. The Company had no income tax expense due to operating losses incurred for the years ended December 31, 2022 and 2021. The effective income tax rate differed from the amount computed by applying the federal statutory rate to the Company’s loss before income taxes as follows: Year Ended December 31, 2022 2021 Tax effected at statutory rate 21.0 % 21.0 % State taxes 4.7 % 5.3 % Stock compensation 0.4 % ( 0.9 ) % Non-Deductible Expenses ( 8.9 ) % ( 3.3 ) % Warrant Revaluation 2.3 % — % Federal research and development credits 0.7 % 0.9 % Change in valuation allowance ( 20.2 ) % ( 23.0 ) % Effective income tax rate — % — % Deferred taxes are recognized for temporary differences between the basis of assets and liabilities for financial statement and income tax purposes. The significant components of the Company’s deferred tax assets and liabilities are comprised of the following: December 31, 2022 2021 Total deferred tax assets: Federal net operating loss carryforward $ 4,103,247 $ 885,617 R&D credit carryforward 239,905 63,406 Capitalized R&D 299,449 — Accruals and reserves 215,975 176,231 Lease liability 87,284 88,259 Stock-based compensation 10,864 173,069 Total deferred tax assets 4,956,724 1,386,582 Valuation allowance ( 4,858,529 ) ( 1,235,082 ) 98,195 151,500 Total deferred tax liabilities: Property and equipment and right-of-use asset ( 98,195 ) ( 151,500 ) Total net deferred tax assets $ — $ — The Company has had no income tax expense due to operating losses incurred since inception. ASC 740 requires a valuation allowance to reduce the deferred tax assets reported if, based on the weight of the evidence, it is more-likely-than-not that some portion or all of the deferred tax assets will not be realized. The Company has evaluated the positive and negative evidence bearing upon the realizability of its deferred tax assets. Based on this, the Company has provided a valuation allowance for the full amount of the net deferred tax assets as the realization of the deferred tax assets is not determined to be more likely than not. During 2022, the valuation allowance increased by $ 3.6 million primarily due to the increase in the Company's book loss reported in the period. Beginning in 2022, Tax Cuts and Jobs Act (TCJA) amended Section 174 and now requires U.S.-based and non-U.S-based research and experimental (R&E) expenditures to be capitalized and amortized over a period of five or 15 years , respectively, for amounts paid in tax years starting after December 31, 2021. Prior to the TCJA amendment, Section 174 allowed taxpayers to immediately deduct R&E expenditures in the year paid or incurred. The Company has applied this required change in accounting method beginning in 2022 and the computation may be adjusted pending future IRS guidance. As of December 31, 2022 , the Company had approximately $ 15.0 million and $ 15.0 million of Federal & State operating loss carryforwards respectively. The Federal net operating losses are not subject to expiration and the state net operating losses begin to expire in 2041 . These loss carryforwards are available to reduce future federal taxable income, if any. As of December 31, 2022 , the Company also has federal and state research and development tax credit carryforwards of approximately $ 0.2 million and $ 0.1 million respectively, to offset future income taxes, which will begin to expire beginning in December 2036 . These loss carryforwards are subject to review and possible adjustment by the appropriate taxing authorities. The amount of loss carryforwards that may be utilized in any future period may be limited based upon changes in the ownership of the company's ultimate parent. The Company follows the provisions of ASC 740-10, Accounting for Uncertainty in Income Taxes , which specifies how tax benefits for uncertain tax positions are to be recognized, measured, and recorded in financial statements; requires certain disclosures of uncertain tax matters; specifies how reserves for uncertain tax positions should be classified on the balance sheet; and provides transition and interim period guidance, among other provisions. As of December 31, 2022, and 2021, the Company has not recorded tax reserves associated with any unrecognized tax benefits. The Company’s policy is to recognize interest and penalties accrued on any uncertain tax positions as a component of income tax expense, if any, in its consolidated statements of operations and comprehensive loss. As of December 31, 2022, and 2021 , the Company had no reserves for uncertain tax positions. For the years ended December 31, 2022 and 2021 , no estimated interest or penalties were recognized on uncertain tax positions. The Company has not conducted a study of its research and development credit carryforwards. This study may result in an adjustment to research and development credit carryforwards; however, until a study is completed and any adjustment is known, no amounts are being presented as an uncertain tax position. A full valuation allowance has been provided against the Company’s research and development credits and, if an adjustment is required, this adjustment would be offset by an adjustment to the valuation allowance. Thus, there would be no impact to the consolidated balance sheets or consolidated statements of operations and comprehensive loss if an adjustment were required. The Company's federal and Massachusetts income tax returns for the years ended December 31, 2021 to December 31, 2022 remain open and are subject to examination by the Internal Revenue Service and state taxing authorities. |
Net Loss per Share or Unit - Ba
Net Loss per Share or Unit - Basic and Diluted | 12 Months Ended |
Dec. 31, 2022 | |
Earnings Per Share [Abstract] | |
Net Loss per Share or Unit - Basic and Diluted | 16. Net Loss per Share or Unit – Basic and Diluted For the years ended December 31, 2022 and 2021, basic net loss per share or unit was computed by dividing the net loss attributable to common stockholders or unit holders by the weighted average number of common shares or units outstanding. Prior to April 30, 2021, undistributed losses were allocated equally to each class of member units, including vested incentive units, since they shared equally in the residual net assets of Legacy Comera upon liquidation, subject to their different distribution participation rights. Subsequent to April 30, 2021, undistributed losses were allocated entirely to common stockholders since neither the convertible preferred stock nor the contingently returnable Earn-Out Shares are required to share in the losses of the Company. As the Transaction has been accounted for as a reverse recapitalization, as described in Note 3, the net loss per share or unit information prior to the Transaction, has been retroactively adjusted to amounts reflecting the Exchange Ratio established in the Transaction. For the years ended December 31, 2022 and 2021, diluted net loss per share or unit is the same as basic net loss per share or unit since the effect of considering unvested incentive units, stock options, and convertible preferred stock in the calculation would be anti-dilutive. The following potentially dilutive common stock or member unit equivalents, presented based on amounts outstanding at each year end, were excluded from the computation of diluted net loss per share or unit because including them would have had an anti-dilutive effect: Year Ended December 31, 2022 2021 Options to purchase common stock 2,152,641 2,689,935 Earn-Out Shares 3,150,000 — Convertible preferred stock (as converted to common stock) 342,754 10,643,403 Warrants to purchase common stock 11,041,332 — The following table sets forth the calculation of basic and diluted net loss per share or unit: Year Ended December 31, 2022 2021 Net loss available to common stockholders or members — basic and $ ( 18,377,954 ) $ ( 5,451,778 ) Weighted-average number of common shares or units used in 10,452,697 3,012,603 Net loss per share or unit attributable to common stockholders or unit $ ( 1.76 ) $ ( 1.81 ) |
Commitments and Contingencies
Commitments and Contingencies | 12 Months Ended |
Dec. 31, 2022 | |
Commitments and Contingencies Disclosure [Abstract] | |
Commitments and Contingencies | 17. Commitments and Contingencies Leases On March 8, 2018, the Company entered into a non-cancelable operating lease agreement for office and laboratory space in Woburn, Massachusetts. The lease agreement required monthly lease payments as well as payment of a proportional share of operating costs. On March 10, 2021, the Company extended the lease agreement through June 30, 2024 at a monthly lease rate of $ 12 thousand, subject to annual increases in January based on changes in the consumer price index. On March 4, 2022, the Company executed the first amendment to the Woburn Lease (the “Amendment”) which increased the size of the leased office and laboratory space with an aggregate monthly lease payment to $ 18 thousand, subject to annual increases beginning in November 2022 based on the consumer price index , in addition to payment of a proportional share of operating costs. The maturities and balance sheet presentation under all non-cancelable operating leases as of December 31, 2022, are as follows: Operating Leases Maturity of lease liabilities 2023 $ 217,545 2024 123,077 Total lease liabilities 340,622 Less: imputed interest ( 21,136 ) Present value of operating lease liability as of December 31, 2022 $ 319,486 Reported as of December 31, 2022 Lease liabilities — current $ 199,184 Lease liabilities — noncurrent 120,302 $ 319,486 As the Company’s leases do not provide an implicit rate, the Company estimated its incremental borrowing rate based on the information available at each lease commencement date in determining the present value of the lease payments. The weighted-average discount rate used for leases as of December 31, 2022 is 8.0 %. The weighted-average lease term as of December 31, 2022 is 1.5 years. During the years ended December 31, 2022 and 2021 operating cash flows used for operating leases was $ 196 thousand and $ 136 thousand, respectively. During the years ended December 31, 2022 and 2021 , lease cost was $ 201 thousand and $ 139 thousand, respectively. Legal Proceedings The Company, from time to time, may be party to litigation arising in the ordinary course of business. The Company was not subject to any material legal proceedings during the years ended December 31, 2022 and 2021, and, to the best of the Company’s knowledge, no material legal proceedings are currently pending or threatened. Indemnification Agreements The Company enters into standard indemnification agreements in the ordinary course of business. Pursuant to the agreements, the Company agrees to indemnify, hold harmless, and to reimburse the indemnified party for losses suffered or incurred by the indemnified party, generally the Company’s business partners, in connection with any U.S. patent or any copyright or other intellectual property infringement claim by any third-party with respect to the Company’s products. The term of these indemnification agreements is generally perpetual any time after execution of the agreement. The maximum potential amount of future payments the Company could be required to make under these indemnification agreements is unlimited. Through December 31, 2022 , the Company had no t experienced any losses related to these indemnification agreements and no material claims were outstanding. Other Matters In February 2022, the Company determined it was affected by a business email compromise fraud which resulted in a diversion of the Company’s capital to unknown parties . This incident led to a loss of $ 136 thousand of cash for the year ended December 31, 2021, and an additional $ 590 thousand in the year ended December 31, 2022 which was recorded as other expense, net in the Company’s consolidated statements of operations and comprehensive loss. The Company has insurance related to this event which fully offset the loss recorded during the year ended December 31, 2021, and partially offset the loss recorded during the year ended December 31, 2022 , resulting in a net loss of $ 426 thousand. The Company implemented a variety of measures to further enhance its cybersecurity protections and minimize the impact of any future cyber incidents. |
Subsequent Events
Subsequent Events | 12 Months Ended |
Dec. 31, 2022 | |
Subsequent Events [Abstract] | |
Subsequent Events | 18. Subsequent Events The Company has completed an evaluation of all subsequent events after the consolidated balance sheet date of December 31, 2022 through March 17, 2023, the date the financial statements were issued, to ensure that these consolidated financial statements include appropriate disclosure of events both recognized in the consolidated financial statements as of December 31, 2022 and events which occurred subsequently but were not recognized in the consolidated financial statements. The Company has concluded that no subsequent events have occurred that require disclosure, except as disclosed within the consolidated financial statements, as follows: January 2023 PIPE Financing On January 2, 2023, the Company entered into the Securities Purchase Agreement (the “2023 PIPE Purchase Agreement,” and the transactions contemplated t hereby, the “January 2023 PIPE Financing”) with the purchasers party thereto (“the Purchasers”), pursuant to which we agreed to issue and sell to the Purchasers in the January 2023 PIPE Financing an aggregate of 2,406,242 units (the “Units,” and each, a “Unit”), each consisting of (i) one share of the Company’s common stock and (ii) one warrant (the “2023 PIPE Warrants”) to purchase two shares of the Company’s common stock (the “Warrant Shares”) at an exercise price of $ 1.23 per Warrant Share, for an aggregate purchase price of approximately $ 3.6 million, consisting of $ 1.48 per Unit, inclusive of $ 0.25 per 2023 Private Placement Warrant. The Company received $ 1.5 million of advanced deposits in December, prior to the execution of the January 2023 PIPE Financing, and incurred $ 90 thousand of deferred issuance costs. The $ 1.5 million of advanced deposits are classified as current restricted cash, with a corresponding liability classified as deposit liability. The 2023 PIPE Warrants are immediately exercisable and will expire five ( 5 ) years from the date of issuance. The closing of the January 2023 PIPE Financing was subject to customary representations and warranties and closing conditions and took place on January 4, 2023. The Company intends to use the proceeds from the January 2023 PIPE Financing for working capital and general corporate purposes. |
Basis of Presentation and Sig_2
Basis of Presentation and Significant Accounting Policies (Policies) | 12 Months Ended |
Dec. 31, 2022 | |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | |
Basis of Presentation | Basis of Presentation The accompanying consolidated financial statements have been prepared pursuant to the rules and regulations of the Securities and Exchange Commission (the “SEC”) and in conformity with accounting principles generally accepted in the United States of America (“GAAP”). Any reference in these notes to applicable guidance is meant to refer to the authoritative United States generally accepted accounting principles as found in the Accounting Standards Codification (“ASC”) and Accounting Standards Updates (“ASU”) of the Financial Accounting Standards Board (“FASB”). |
Risks and Uncertainties | Risks and Uncertainties The Company is subject to risks and uncertainties common to early-stage companies in the biotechnology industry, including but not limited to, risks associated with completing preclinical studies and clinical trials, receiving regulatory approvals for product candidates, development by competitors of new biopharmaceutical products, dependence on key personnel, protection of proprietary technology, compliance with government regulations and the ability to secure additional capital to fund operations. Significant discovery, research and development efforts, including clinical testing and regulatory approval, are required prior to commercialization of any potential product candidates. These efforts require significant amounts of additional capital, adequate personnel and infrastructure and extensive compliance-reporting capabilities. Even if the Company’s product development efforts are successful, it is uncertain when, if ever, the Company will realize revenue from product sales. Through December 31, 2022, the Company has funded its operations primarily with proceeds from the issuance of capital units, convertible notes, common stock, and preferred stock. The Company has incurred recurring losses since its inception, including net losses of $ 18.0 million and $ 5.5 million for the years ended December 31, 2022 and 2021, respectively. In addition, as of December 31, 2022, the Company had an accumulated deficit of $ 34.9 million . The Company expects to continue to generate operating losses for the near future. The future viability of the Company is dependent on its ability to raise additional capital to finance its operations. The Company’s inability to raise capital as and when needed could have a negative impact on its financial condition and ability to pursue its business strategies. There can be no assurance that the current operating plan will be achieved or that additional funding will be available on terms acceptable to the Company, or at all. The Company does not believe the cash, cash equivalents, and restricted cash on hand as of December 31, 2022 of $ 2.0 million , and subsequent proceeds from the January 2023 PIPE Financing will be sufficient to fund its operations for the next twelve months from the date the consolidated financial statements are issued. The Company will be required to raise additional capital to continue to fund its operations. Such funding may not be available on acceptable terms, or at all. If the Company is unable to access additional funds when needed, it may not be able to continue operations or the Company may be required to delay, scale back or eliminate some or all of its ongoing research and development efforts and other operations. The Company’s ability to access capital when needed is not assured and, if not achieved on a timely basis, will materially harm its business, financial condition and results of operations. These uncertainties create substantial doubt about the Company’s ability to continue as a going concern. The accompanying consolidated financial statements have been prepared on a basis which assumes that the Company will continue as a going concern, which contemplates the realization of assets and the satisfaction of liabilities and commitments in the normal course of business. |
Use of Estimates | Use of Estimates The preparation of consolidated financial statements in accordance with GAAP requires management to make estimates and assumptions, based on judgments considered reasonable, which affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the consolidated financial statements and the reported amounts of expenses during the reporting periods. The Company bases its estimates and assumptions on historical experience, known trends and events and various other factors that management believes to be reasonable under the circumstances, the results of which form the basis for making judgments about the carrying value of assets and liabilities that are not readily apparent from other sources. Significant estimates and assumptions reflected in these consolidated financial statements include, but are not limited to, the valuation of derivative warrant liabilities, valuation of earn-out shares, and revenue recognition. Changes in estimates are recorded in the period in which they become known. Due to the risks and uncertainties involved in the Company’s business and evolving market conditions and, given the subjective element of the estimates and assumptions made, actual results may differ from estimated results. |
Fair Value Measurements | Fair Value Measurements The framework for measuring fair value provides a fair value hierarchy that prioritizes the inputs to valuation techniques used to measure fair value. The hierarchy gives the highest priority to unadjusted quoted prices in active markets for identical assets or liabilities (Level 1 measurements) and the lowest priority to unobservable inputs (Level 3 measurements). The three levels of the fair value hierarchy are described as follows: Level 1 - Inputs to the valuation methodology are unadjusted quoted prices for identical assets or liabilities in active markets that the Company has the ability to access. Level 2 - Inputs to the valuation methodology observable inputs, other than those in Level 1, such as quoted prices for similar assets or liabilities in active markets, quoted prices for identical or similar assets or liabilities in inactive markets, or other inputs that are observable or that can be corroborated by observable market data. Level 3 - Inputs to the valuation methodology are unobservable and significant to the fair value measurement. Due primarily to their short-term nature, certain financial instruments have fair values that approximate their carrying values. These instruments include restricted cash - current, accounts receivable, due from related parties, accounts payable, accrued expenses, deposit liability, and insurance premium financing. |
Concentrations of Credit Risk | Concentrations of Credit Risk The Company has no significant off-balance sheet risk, such as foreign exchange contracts, option contacts, or other foreign hedging arrangements. Financial instruments that potentially subject the Company to concentration of credit risk consist primarily of cash, cash equivalents, restricted cash and accounts receivable. The Company maintains its cash, cash equivalents and restricted cash with high-credit quality financial institutions which, at times, may exceed federally insured limits. The Company believes it is not exposed to any significant losses due to credit risk on cash, cash equivalents and restricted cash. Accounts receivable are stated at the amount management expects to collect from outstanding balances. The Company performs ongoing credit evaluations of the Company’s customers and generally requires no collateral to secure accounts receivable. The Company maintains an allowance for credit losses for accounts receivable. Consequently, the Company believes that its exposure to losses due to credit risk on net accounts receivable is limited. |
Segments | Segments Operating segments are defined as components of an entity for which separate discrete financial information is made available and that is regularly evaluated by the chief operating decision maker, or CODM, in making decisions regarding resource allocation and assessing performance. The Company’s CODM is the chief executive officer and our operations are managed as a single segment for the purposes of assessing performance and making operating decisions. |
Cash and Cash Equivalents | Cash and Cash Equivalents The Company considers all highly liquid investments with original maturities of three months or less at acquisition to be cash equivalents. The Company maintains its cash and cash equivalents at accredited financial institutions, in amounts that may exceed federally insured limits. |
Restricted Cash | Restricted Cash Restricted cash relates to amounts that are held on deposit by a financial institution for a specific purpose and are not available to the Company for immediate or general business use. The restricted cash as of December 31, 2022 is primarily associated with $ 1.5 million of advance deposits received in connection with the January 2023 PIPE Financing prior to the execution of the agreement. Amounts are reported as current or noncurrent based on when the cash is expected to become available to the Company for its general business use. |
Accounts Receivable | Accounts Receivable Accounts receivable are stated at the amount management expects to collect from outstanding balances. An allowance for credit losses is provided for amounts considered to be uncollectible based upon management’s assessment of the collectability, which considers historical write-off experience and any specific risks identified in customer collection matters. Credit losses are written off against the allowance when identified. As of December 31, 2022 and 2021 , there was no allowance for credit losses. |
Property and Equipment | Property and Equipment Property and equipment are recorded at cost. Depreciation is computed using the straight-line method over the estimated useful lives of the related assets, as follows: Laboratory equipment 5 years Leasehold improvements Lesser of lease term or 10 years Computer equipment 3 years Other equipment 5 years |
Impairment of Long-Lived Assets | Impairment of Long-Lived Assets The Company evaluates long-lived assets, which consist of property and equipment and right-of-use assets, for impairment whenever events or changes in circumstances indicate that the carrying amount of such assets may not be recoverable. Factors that the Company considers in deciding when to perform an impairment review include significant underperformance of the business in relation to expectations, significant negative industry or economic trends and significant changes or planned changes in the use of the assets. If an impairment review is performed to evaluate a long-lived asset group for recoverability, the Company compares forecasts of undiscounted cash flows expected to result from the use and eventual disposition of the long-lived asset group to its carrying value. An impairment loss would be recognized when estimated undiscounted future cash flows expected to result from the use of an asset group are less than its carrying amount. The impairment loss would be based on the excess of the carrying value of the impaired asset group over its fair value, determined based on discounted cash flows. The Company did no t record any impairment loss during the years ended December 31, 2022 and 2021 . |
Leases | Leases The Company determines if an arrangement is a lease at inception and the classification of such lease. Operating leases include right-of-use assets and operating lease liabilities, which are recorded in the Company’s balance sheets. Right-of-use assets represent the Company’s right to use an underlying asset for the lease term and lease liabilities represent the Company’s obligation to make lease payments arising from the lease. Operating lease right-of-use assets and liabilities are recognized at commencement date based on the present value of lease payments over the lease term. The Company uses the implicit rate when readily determinable or an incremental borrowing rate applicable to the Company based on the information available at the commencement date, if an implicit rate is not readily available, in determining the present value of lease payments. As the Company has no existing or proposed collateralized borrowing arrangements, to determine a reasonable incremental borrowing rate, the Company considers collateral assumptions, the lease term, the Company’s current credit risk profile, and rates for existing borrowing arrangements for comparable peer companies. The Company accounts for the lease and fixed non-lease components as a single lease component for real estate leases. Lease expense for operating lease payments is recognized on a straight-line basis over the lease term. |
Fair Value Option for Convertible Notes | Fair Value Option for Convertible Notes As permitted under ASC 825, Financial Instruments (“ASC 825”), the Company elected the fair value option to account for its convertible notes issued during 2021 (the “Notes”). The Company recorded the convertible notes at fair value subsequently remeasured them to fair value at each reporting date and upon settlement. Changes in fair value were recognized as a component of other (expense) income, net in the consolidated statements of operations and comprehensive loss. As a result of applying the fair value option, direct costs and fees related to the issuance of the convertible notes were recognized as expense as incurred in 2021. |
Convertible Preferred Stock | Convertible Preferred Stock The Company accounts for convertible preferred stock subject to possible redemption in accordance with the guidance in ASC 480, Distinguishing Liabilities from Equity (”ASC 480”). The Series A Preferred Stock is redeemable at the option of the holder upon the occurrence of a qualified financing. As the Series A Preferred Stock is considered to be contingently redeemable, it has been classified outside of permanent equity. The Series A Preferred Stock has been accreted to its redemption value since the contingent event is considered probable of occurring. |
Reverse Recapitalization | Reverse Recapitalization The Transaction was accounted for as a reverse recapitalization, with OTR being treated as the “acquired” company and Legacy Comera being treated as the “acquirer” for accounting purposes based upon the pre-merger shareholders of Legacy Comera holding the majority of the voting interests of CLS Holdings, Legacy Comera’s existing management team serving as the initial management team of CLS Holdings, Legacy Comera’s appointment of the majority of the initial board of directors of CLS Holdings, and Legacy Comera’s operations comprising the ongoing operations of the Company. The Transaction was accounted for as the equivalent of Legacy Comera issuing stock for the net assets of OTR, accompanied by a reverse recapitalization. Accordingly, all historical financial information presented in these consolidated financial statements represents the accounts of CLS Holdings and Legacy Comera “as if” CLS Holdings and Legacy Comera, both entities under common control, are the predecessor. The net loss per share or unit, prior to the Transaction, has been adjusted to share amounts reflecting the Exchange Ratio established in the Transaction. |
Derivative Warrant Liabilities | Derivative Warrant Liabilities The Company classifies as equity any warrants that (i) require physical settlement or net-share settlement or (ii) provide the Company with a choice of net-cash settlement or settlement in its own shares (physical settlement or net-share settlement). The Company classifies as assets or liabilities any warrants that (i) require net-cash settlement (including a requirement to net cash settle the contract if an event occurs and if that event is outside the company’s control), (ii) gives the counterparty a choice of net-cash settlement or settlement in shares (physical settlement or net-share settlement) or (iii) that contain reset provisions that do not qualify for the scope exception. The Company assesses classification of its common stock warrants and other freestanding warrant instrument at each reporting date to determine whether a change in classification between assets and liabilities is required. The Company’s freestanding warrant instruments consist of private placement warrants to purchase shares of common stock (“Private Placement Warrants”) and public warrants to purchase shares of common stock (“Public Warrants”) that were converted in connection with the Transaction. Following the Transaction, the Public Warrants are considered equity classified instruments since the shares underlying the Public Warrants are not redeemable and the Company has one single class of voting common stock, which does not preclude them from being considered indexed to the Company’s equity and allows the Public Warrants to meet the criteria for equity classification per ASC 815, Derivatives and Hedging (“ASC 815”). Warrants that are determined to require equity classification are measured at fair value upon issuance and are not subsequently remeasured unless they are required to be reclassified. The Private Placement Warrants are considered liability classified instruments because their settlement amount differs depending on the identity of the holder which precludes them from being considered indexed to the Company’s equity. Accordingly, the Company recognizes the Private Placement Warrants as liabilities at fair value and adjusts the instruments to fair value using quoted prices of instruments with similar terms. The liabilities are subject to re-measurement at each balance sheet date until exercised, and any change in fair value is recognized in the Company’s consolidated statements of operations and comprehensive loss. |
Income Taxes | Income Taxes From inception through April 30, 2021, the Company was a Delaware limited liability company for federal and state tax purposes and, therefore, all items of income or loss through April 30, 2021 flowed through to the members of the limited liability company. Accordingly, the Company did not record deferred tax assets or liabilities or have net operating loss carryforwards. Effective April 30, 2021, the Company converted from an LLC to a C corporation for federal and state income tax purposes. The Company accounts for income taxes using the asset and liability method in accordance with ASC 740, Income Taxes (“ASC 740”), which requires the recognition of deferred tax assets and liabilities for the expected future tax consequences of events that have been recognized in the consolidated financial statements or in the Company’s tax returns. Deferred tax assets and liabilities are determined on the basis of the differences between the financial statement and tax basis of assets and liabilities using enacted tax rates in effect for the year in which the differences are expected to reverse. Changes in deferred tax assets and liabilities are recorded in the provision for income taxes. The Company assesses the likelihood that its deferred tax assets will be recovered from future taxable income and, to the extent it believes, based upon the weight of available evidence, that it is more likely than not that all or a portion of the deferred tax assets will not be realized, a valuation allowance is established through a charge to income tax expense. Potential for recovery of deferred tax assets is evaluated by estimating the future taxable profits expected and considering prudent and feasible tax planning strategies. At December 31, 2022 and 2021, the Company has concluded that a full valuation allowance is necessary for its deferred tax assets. The Company assesses the recording of uncertain tax positions by evaluating the minimum recognition threshold and measurement requirements a tax position must meet before being recognized as a benefit in the consolidated financial statements. The Company’s policy is to recognize interest and penalties accrued on any uncertain tax positions as a component of income tax expense, if any, in the Company’s statements of operations and comprehensive loss. |
Revenue and Contract Balances | Revenue and Contract Balances The Company’s principal sources of revenue during the years ended December 31, 2022 and 2021, were derived from research and development service agreements with customers. At inception, management determines whether contracts are within the scope of ASC 606, Revenue from Contracts with Customers (“ASC 606”), or other topics, including ASC 808, Collaborative Arrangements (“ASC 808”). For contracts or units of account that are determined to be within the scope of ASC 606, revenue is recognized when a customer obtains control of promised goods or services. The amount of revenue recognized reflects the consideration to which management expects to be entitled to receive in exchange for these goods and services. To achieve this core principle, management applies the following five steps (i) identify the contract with the customer; (ii) identify the performance obligations in the contract; (iii) determine the transaction price; (iv) allocate the transaction price to the performance obligations in the contract; and (v) recognize revenue when or as a performance obligation is satisfied. The Company only applies the five-step model to contracts when it is probable that the Company will collect the consideration it is entitled to in exchange for the goods or services it transfers to the customer. Identification of Performance Obligations. Performance obligations promised in a contract are identified at contract inception based on the goods and services that are both capable of being distinct and are distinct in the context of the contract. To the extent a contract includes multiple promised goods and services, the Company applies judgment to determine whether promised goods and services are both capable of being distinct and distinct in the context of the contract. If these criteria are not met, the promised goods and services are accounted for as a combined performance obligation. In general, the Company’s contracts typically contain one performance obligation to perform research services on behalf of its customers, which are generally performed over a short period of time, typically less than twelve months. These contracts typically include rights to negotiate for a license or other products and services upon completion of the research services. Transaction Price. The transaction price is determined based on the consideration to which the Company will be entitled in exchange for transferring goods and services to the customer. The Company’s contracts typically contain upfront payments or fees for research services. Research and Development Services. The promises under the Company’s arrangements generally include research and development services to be performed by the Company on behalf of the counterparty. Payments or reimbursements from customers resulting from the Company’s research and development efforts are recognized as the services are performed and presented on a gross basis because the Company is the principal for such efforts. The Company uses an input method, according to the ratio of direct labor hours incurred to the total direct labor hours expected to be incurred in the future to satisfy the performance obligation. In management’s judgment, this input method is the best measure of the transfer of control of the performance obligation. Reimbursements from and payments to the counterparty that are the result of a collaborative relationship, instead of a customer relationship, such as co-development activities, are recognized as the services are performed and presented as a reduction to research and development expense. To date, the Company has determined that all arrangements which include research and development services have been transacted with customers and recognized on a gross basis using ASC 606. Customer Options. If an arrangement is determined to contain customer options that allow the customer to acquire additional goods or services, the goods and services underlying the customer options that are not determined to be material rights are not considered to be performance obligations at the outset of the arrangement, as they are contingent upon option exercise. The Company evaluates the customer options for material rights, or options to acquire additional goods or services for free or at a discount. If the customer options are determined to represent a material right, the material right is recognized as a separate performance obligation at the outset of the arrangement. The Company allocates the transaction price to material rights based on the relative standalone selling price, which is determined based on the identified discount and the probability that the customer will exercise the option. Amounts allocated to a material right are not recognized as revenue until, at the earliest, the option is exercised. Contract Balances. The Company classifies the right to consideration in exchange for deliverables as either a receivable or a contract asset. A receivable is a right to consideration that is unconditional (i.e., only the passage of time is required before payment is due). Such receivables are presented in accounts receivable in the accompanying balance sheets at their net estimated realizable value. An allowance for credit losses is maintained to provide for the estimated amount of receivables and contract assets that may not be collected. The allowance is based upon an assessment of customer creditworthiness, historical payment experience, the age of outstanding receivables and other applicable factors. Contract assets and liabilities are reported in a net position on a contract-by-contract basis at the end of each reporting period. Contract assets include unbilled amounts from contracts when revenue recognized exceeds the amount billed to the customer, and right to payment is not solely subject to the passage of time. Contract assets are included in prepaid expenses and other current assets in the accompanying balance sheets. Contract liabilities, which are presented as deferred revenue, consist of advance payments and billings in excess of revenue recognized. Amounts expected to be recognized as revenue within the 12 months following the balance sheet date are classified as current portion of deferred revenue in the accompanying balance sheets. Amounts not expected to be recognized as revenue within the 12 months following the balance sheet date are classified as deferred revenue, net of current portion. Cost of Revenue Cost of revenue primarily represents payroll and related personnel costs as well as allocated overhead, including occupancy and information technology expenses. |
Research and Development Expense | Research and Development Expense Research and development costs are expensed as incurred. Research and development expenses consist of costs incurred in performing research and development activities, including salaries, stock-based compensation and benefits, facilities costs, depreciation, and external costs of outside vendors. Non-refundable prepayments for goods or services that will be used or rendered for future research and development activities are deferred and capitalized. Such amounts are recognized as an expense as the goods are delivered or the related services are performed or until it is no longer expected that the goods will be delivered or the services rendered. The Company has entered into various research and development related contracts. The Company records accrued liabilities for estimated ongoing research costs. When evaluating the adequacy of the accrued liabilities, the Company analyzes progress of the underlying activities. |
Stock-Based Compensation Expense | Stock-Based Compensation Expense Stock-based payments are accounted for in accordance with the provisions of ASC 718, Compensation – Stock Compensation . The Company measures the estimated fair value of the stock-based award on the date of grant and recognizes compensation expense for those awards over the requisite service period, which is generally the vesting period of the respective award. The Company issues stock options, and formerly incentive units, with only service-based vesting conditions and records the expense for these awards using the straight-line method. The Company has not issued any stock-based awards with performance- or market-based vesting conditions. The Company accounts for forfeitures as they occur. The Company classifies stock-based compensation expense in its consolidated statements of operations and comprehensive loss in the same manner in which the award recipient’s cash compensation costs are classified. Given the absence of an active market for Legacy Comera’s common stock, prior to the Transaction, the Company and the board of directors were required to estimate the fair value of Legacy Comera’s common stock and incentive units at the time of each grant. The Company and the board of directors determined the estimated fair value of Legacy Comera’s equity instruments based on a number of factors, including external market conditions affecting the biotechnology industry sector. The Company and the board of directors utilized various valuation methodologies in accordance with the framework of the American Institute of Certified Public Accountants’ Technical Practice Aid, Valuation of Privately-Held Company Equity Securities Issued as Compensation , to estimate the fair value of its equity instrument. Each valuation methodology includes estimates and assumptions that require the Company’s judgment. |
Comprehensive Loss | Comprehensive Loss Comprehensive loss is defined as the change in equity from transactions and other events or circumstances from non-owner sources. Comprehensive loss includes net loss as well as other changes in stockholders’ deficit and members’ equity that result from transactions and economic events other than those with stockholders and members. For the years ended December 31, 2022 and 2021 , comprehensive loss is equal to net loss. |
Net Loss per Share or Unit | Net Loss per Share or Unit The Company calculates basic and diluted net loss per share or unit in conformity with the two-class method required for participating securities. Under the two-class method, net loss is allocated between common stock or member units and other participating securities based on their participation rights. Diluted net loss per unit is computed using the more dilutive of (a) the two-class method, (b) treasury stock method, or (c) if-converted method, as applicable, for potentially dilutive instruments. Potentially dilutive instruments consist of unvested incentive units and the potential issuance of common stock upon exercise of outstanding stock options or conversion of preferred stock. The dilutive effect of the convertible preferred stock is assessed by application of the “if-converted” method in periods where such application would be dilutive. |
Recently Issued Accounting Pronouncements | Recent Accounting Pronouncements From time to time, new accounting pronouncements are issued by the FASB or other standard setting bodies and adopted by us as of the specified effective date. Unless otherwise discussed, the Company believes that the impact of recently issued standards that are not yet effective will not have a material impact on the Company’s consolidated financial statements and disclosures. |
Basis of Presentation and Sig_3
Basis of Presentation and Significant Accounting Policies (Tables) | 12 Months Ended |
Dec. 31, 2022 | |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | |
Summary of Estimated Useful Lives of Related Assets Used in Computation of Depreciation | Depreciation is computed using the straight-line method over the estimated useful lives of the related assets, as follows: Laboratory equipment 5 years Leasehold improvements Lesser of lease term or 10 years Computer equipment 3 years Other equipment 5 years |
Transaction and Reverse Recap_2
Transaction and Reverse Recapitalization (Tables) | 12 Months Ended |
Dec. 31, 2022 | |
Business Combinations [Abstract] | |
Summary of Common Stock Issued and Outstanding | The following summarizes the shares of CLS Holdings Common Stock issued and outstanding immediately following the Transaction as of May 19, 2022: Shares % Legacy Comera Stockholders 12,022,595 76 % OTR Public Stockholders 677,987 4 % OTR Founders 2,611,838 16 % Maxim (1) 624,765 4 % Total (2) 15,937,185 100 % (1) Represents (i) 97,561 shares of the CLS Holdings Common Stock purchased by Maxim in a private placement, (ii) 344,375 shares of the CLS Holdings Common Stock issued to Maxim by the Legacy Comera shareholders to settle Maxim’s success fee, and (iii) 182,829 shares of the CLS Holdings Common Stock issued to Maxim in exchange for a like number of shares of OTR common stock received in connection with OTR’s initial public offering. (2) Excludes 3,150,000 Earn-Out Shares. |
Summary of Net Tangible Assets Acquired and Reconciles Element of Transaction to Consolidated Statement of Cash flows | The following table presents the net tangible assets acquired from OTR and reconciles the elements of the Transaction to the consolidated statements of cash flows: Transaction Cash $ 5,643,508 Deferred underwriting fee payable ( 3,395,389 ) Derivative warrant liabilities ( 2,286,379 ) Net tangible assets acquired from OTR ( 38,260 ) Cash proceeds received from Maxim Private Placement 1,000,000 Gross proceeds from Transaction and Maxim Private Placement 961,740 Less: total issuance costs ( 7,528,561 ) Reverse recapitalization issuance costs in excess of gross proceeds ( 6,566,821 ) Add: derivative warrant liabilities assumed 2,286,379 Add: issuance of common stock to settle success fee 3,443,750 Add: issuance of Series A preferred stock to settle stock issuance costs and underwriting fees payable 4,305,389 Less: Series A preferred stock issuance costs ( 161,535 ) Net cash proceeds from Transaction and Maxim Private Placement $ 3,307,162 |
Summary of Net Proceeds and Reconciles Elements of Transaction to Consolidated Statements of Convertible Preferred Stock, Stockholders' Deficit and Members' Equity | The following table presents the net cash proceeds from the Transaction and Maxim Private Placement and reconciles the elements of the Transaction to the consolidated statements of convertible preferred stock, stockholders’ deficit and members’ equity: Transaction Net cash proceeds from Transaction and Maxim Private Placement $ 3,307,162 Add: Series A preferred stock issuance costs 161,535 Add: reverse recapitalization issuance costs in excess of gross proceeds 6,566,821 Less: derivative warrant liabilities assumed ( 2,286,379 ) Less: issuance of Series A preferred stock to settle stock issuance costs and underwriting fees payable ( 4,305,389 ) Issuance of common stock in connection with the Transaction and Maxim Private Placement, net of redemptions, net tangible assets, and issuance costs $ 3,443,750 |
Summary of Assumption Used in Valuation of Earn-Out Shares | Assumptions used in the valuation at the Closing Date were as follows: Assumptions Fair value of common stock $ 9.91 Selected volatility 90.00 % Risk-free interest rate 2.60 % Contractual term (years) 2.0 |
Fair Value of Financial Asset_2
Fair Value of Financial Assets and Liabilities (Tables) | 12 Months Ended |
Dec. 31, 2022 | |
Fair Value Disclosures [Abstract] | |
Schedule of Fair Value Hierarchy for Liabilities, Measured at Fair Value on a Recurring Basis | The following table presents the Company’s fair value hierarchy for its liabilities, which are measured at fair value on a recurring basis as of December 31, 2022: Fair Value Measurements at December 31, Level 1 Level 2 Level 3 Total Liabilities: Derivative warrant liabilities $ — $ 277,507 $ — $ 277,507 |
Prepaid Expenses and Other Cu_2
Prepaid Expenses and Other Current Assets (Tables) | 12 Months Ended |
Dec. 31, 2022 | |
Deferred Costs, Capitalized, Prepaid, and Other Assets Disclosure [Abstract] | |
Summary of Prepaid Expenses and Other Current Assets | Prepaid expenses and other current assets consisted of the following: December 31, 2022 2021 Prepaid insurance $ 913,611 $ — Contract assets — 85,018 Insurance recovery receivable — 136,250 Other 72,888 49,380 Prepaid expenses and other current assets $ 986,499 $ 270,648 |
Property and Equipment, Net (Ta
Property and Equipment, Net (Tables) | 12 Months Ended |
Dec. 31, 2022 | |
Property, Plant and Equipment [Abstract] | |
Schedule of Property and Equipment, Net | Property and equipment, net consisted of the following: December 31, 2022 2021 Lab equipment $ 587,650 $ 587,650 Leasehold improvements 9,411 17,973 Computer equipment 32,178 21,747 Other equipment 36,149 9,411 Construction in Progress 88,359 — 753,747 636,781 Less accumulated depreciation ( 496,561 ) ( 402,614 ) Property and equipment, net $ 257,186 $ 234,167 |
Accrued Expenses and Other Cu_2
Accrued Expenses and Other Current Liabilities (Tables) | 12 Months Ended |
Dec. 31, 2022 | |
Payables and Accruals [Abstract] | |
Schedule of Accrued Expenses and Other Current Liabilities | Accrued expenses and other current liabilities consisted of the following: December 31, 2022 2021 Accrued bonus $ 767,093 $ 349,000 Professional fees 282,454 123,756 Accrued vacation 21,194 25,945 Other 225,023 7,910 Accrued expenses and other current liabilities $ 1,295,764 $ 506,611 |
Convertible Preferred Stock (Ta
Convertible Preferred Stock (Tables) | 12 Months Ended |
Dec. 31, 2022 | |
Temporary Equity Disclosure [Abstract] | |
Schedule of Convertible Preferred Stock | Convertible preferred stock consisted of the following as of December 31, 2022: Par Value Shares Authorized Shares Issued and Carrying Value Liquidation Common Stock Series A Preferred Stock $ 0.0001 4,305 4,305 $ 4,517,710 $ 4,517,710 342,754 |
Common Stock (Tables)
Common Stock (Tables) | 12 Months Ended |
Dec. 31, 2022 | |
Stockholders' Equity Note [Abstract] | |
Schedule of common stock reserved for future issuance | As of December 31, 2022, the Company has reserved the following shares of common stock for future issuance: Exercise of outstanding stock options 2,152,641 Available for issuance under equity compensation plans 57,198 Exercise of outstanding stock warrants 11,041,332 Conversion of Series A Preferred Stock 1,028,262 Reserved for issuance pursuant to the Arena Purchase Agreement 4,228,064 Total shares of authorized common stock reserved for future issuance 18,507,497 |
Stock-Based Compensation (Table
Stock-Based Compensation (Tables) | 12 Months Ended |
Dec. 31, 2022 | |
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items] | |
Summary of Grant-date Fair Value of Stock Options Granted | The assumptions that the Company used to determine the grant-date fair value of stock options granted were as follows, presented on a weighted-average basis: Year Ended December 31, 2022 2021 Expected option life (years) 6.1 5.6 Risk-free interest rate 3.37 % 0.90 % Expected volatility 64.20 % 62.84 % Expected dividend yield — % — % |
Summary of Stock Option Activity | The following table summarizes the Company’s stock option activity for the year ended December 31, 2022: Number of Weighted- Weighted- Aggregate Outstanding as of December 31, 2021 2,689,935 $ 0.59 $ 767 Granted 984,200 2.96 Exercised ( 1,385,310 ) 0.59 Cancelled or forfeited ( 136,184 ) 0.59 Outstanding as of December 31, 2022 2,152,641 $ 1.67 9.1 $ 748 Exercisable as of December 31, 2022 484,444 $ 0.59 8.5 $ 310 |
Summary of Stock-based Compensation Expense | Stock-based compensation expense was allocated as follows: Year Ended December 31, 2022 2021 Cost of revenue $ 1,776 $ 19,876 Research and development 11,608 414,322 General and administrative 362,406 680,458 Total stock-based compensation $ 375,790 $ 1,114,656 |
Common Stock Warrants (Tables)
Common Stock Warrants (Tables) | 12 Months Ended |
Dec. 31, 2022 | |
Warrants and Rights Note Disclosure [Abstract] | |
Summary of Warrants Outstanding and Exercisable | The warrants were assumed as part of the Transaction and the following represents a summary of the warrants outstanding and exercisable at December 31, 2022: Number of Shares Underlying Warrants Description Issue Date Classification Exercise Price Expiration Date Outstanding Shares Exercisable Shares Private Placement Warrants Nov 17, 2020 Liability $ 11.50 May 19, 2027 5,817,757 5,817,757 Public Warrants Nov 17, 2020 Equity $ 11.50 May 19, 2027 5,223,575 5,223,575 11,041,332 11,041,332 |
Income Taxes (Tables)
Income Taxes (Tables) | 12 Months Ended |
Dec. 31, 2022 | |
Income Tax Disclosure [Abstract] | |
Summary of Recociliation of Statutory Federal Income Tax Rate to Effective Tax Rate | The effective income tax rate differed from the amount computed by applying the federal statutory rate to the Company’s loss before income taxes as follows: Year Ended December 31, 2022 2021 Tax effected at statutory rate 21.0 % 21.0 % State taxes 4.7 % 5.3 % Stock compensation 0.4 % ( 0.9 ) % Non-Deductible Expenses ( 8.9 ) % ( 3.3 ) % Warrant Revaluation 2.3 % — % Federal research and development credits 0.7 % 0.9 % Change in valuation allowance ( 20.2 ) % ( 23.0 ) % Effective income tax rate — % — % |
Summary of Components of Deferred Tax Assets and Tax Liabilities | Deferred taxes are recognized for temporary differences between the basis of assets and liabilities for financial statement and income tax purposes. The significant components of the Company’s deferred tax assets and liabilities are comprised of the following: December 31, 2022 2021 Total deferred tax assets: Federal net operating loss carryforward $ 4,103,247 $ 885,617 R&D credit carryforward 239,905 63,406 Capitalized R&D 299,449 — Accruals and reserves 215,975 176,231 Lease liability 87,284 88,259 Stock-based compensation 10,864 173,069 Total deferred tax assets 4,956,724 1,386,582 Valuation allowance ( 4,858,529 ) ( 1,235,082 ) 98,195 151,500 Total deferred tax liabilities: Property and equipment and right-of-use asset ( 98,195 ) ( 151,500 ) Total net deferred tax assets $ — $ — |
Net Loss per Share or Unit - _2
Net Loss per Share or Unit - Basic and Diluted (Tables) | 12 Months Ended |
Dec. 31, 2022 | |
Earnings Per Share [Abstract] | |
Schedule of Potentially Dilutive Common Stock Excluded from Computation of Diluted Net Loss Per Share | The following potentially dilutive common stock or member unit equivalents, presented based on amounts outstanding at each year end, were excluded from the computation of diluted net loss per share or unit because including them would have had an anti-dilutive effect: Year Ended December 31, 2022 2021 Options to purchase common stock 2,152,641 2,689,935 Earn-Out Shares 3,150,000 — Convertible preferred stock (as converted to common stock) 342,754 10,643,403 Warrants to purchase common stock 11,041,332 — |
Schedule of Calculation of Basic and Diluted Net Loss Per Share or Unit | The following table sets forth the calculation of basic and diluted net loss per share or unit: Year Ended December 31, 2022 2021 Net loss available to common stockholders or members — basic and $ ( 18,377,954 ) $ ( 5,451,778 ) Weighted-average number of common shares or units used in 10,452,697 3,012,603 Net loss per share or unit attributable to common stockholders or unit $ ( 1.76 ) $ ( 1.81 ) |
Commitments and Contingencies (
Commitments and Contingencies (Tables) | 12 Months Ended |
Dec. 31, 2022 | |
Commitments and Contingencies Disclosure [Abstract] | |
Summary of Maturities and Balance Sheet Presentation Under All Non-cancelable Operating Leases | The maturities and balance sheet presentation under all non-cancelable operating leases as of December 31, 2022, are as follows: Operating Leases Maturity of lease liabilities 2023 $ 217,545 2024 123,077 Total lease liabilities 340,622 Less: imputed interest ( 21,136 ) Present value of operating lease liability as of December 31, 2022 $ 319,486 Reported as of December 31, 2022 Lease liabilities — current $ 199,184 Lease liabilities — noncurrent 120,302 $ 319,486 |
Organization - Additional Infor
Organization - Additional Information (Details) | 12 Months Ended |
Dec. 31, 2022 USD ($) | |
Collaborative Arrangement and Arrangement Other than Collaborative [Line Items] | |
Date of Incorporation | Jan. 25, 2022 |
OTR Acquisition Corp | |
Collaborative Arrangement and Arrangement Other than Collaborative [Line Items] | |
Date of acquisition | May 19, 2022 |
Reverse Recapitalization Transaction | |
Collaborative Arrangement and Arrangement Other than Collaborative [Line Items] | |
Goodwill recorded | $ 0 |
Intangible assets recorded | $ 0 |
Basis of Presentation and Sig_4
Basis of Presentation and Significant Accounting Policies - Additional Information (Details) - USD ($) | 1 Months Ended | 12 Months Ended | ||
Dec. 31, 2022 | Dec. 31, 2022 | Dec. 31, 2021 | Dec. 31, 2020 | |
Product Information [Line Items] | ||||
Net loss | $ 18,004,098 | $ 5,451,778 | ||
Accumulated deficit | $ 34,903,923 | 34,903,923 | 16,899,825 | |
Cash, cash equivalents and restricted cash on hand | 2,002,232 | 2,002,232 | 6,560,140 | $ 180,427 |
Impairment loss | 0 | 0 | ||
Allowance for credit losses | 0 | 0 | $ 0 | |
Advance deposits received in connection with January 2023 PIPE financing | $ 1,500,000 | $ 1,505,625 |
Basis of Presentation and Sig_5
Basis of Presentation and Significant Accounting Policies - Summary of Estimated Useful Lives of Related Assets Used in Computation of Depreciation (Details) | 12 Months Ended |
Dec. 31, 2022 | |
Laboratory Equipment | |
Property, Plant and Equipment [Line Items] | |
Property plant and equipment, useful life | 5 years |
Leasehold Improvements | |
Property, Plant and Equipment [Line Items] | |
Property, plant and equipment, estimated useful lives | Lesser of lease term or 10 years |
Computer Equipment | |
Property, Plant and Equipment [Line Items] | |
Property plant and equipment, useful life | 3 years |
Other Equipment | |
Property, Plant and Equipment [Line Items] | |
Property plant and equipment, useful life | 5 years |
Transaction and Reverse Recap_3
Transaction and Reverse Recapitalization - Additional Information (Details) $ / shares in Units, $ in Thousands | 12 Months Ended | ||||
May 19, 2022 Days $ / shares shares | Nov. 17, 2020 USD ($) $ / shares shares | Oct. 13, 2020 USD ($) $ / shares shares | Dec. 31, 2022 USD ($) $ / shares shares | Dec. 31, 2021 $ / shares | |
Business Acquisition [Line Items] | |||||
Common stock, par value | $ 0.0001 | $ 0.0001 | |||
Number of shares placed into escrow | shares | 3,150,000 | 3,150,000 | |||
Earn-out trigger, weighted average share price | $ 12.50 | ||||
Earn-out trigger, threshold trading days | Days | 20 | ||||
Earn-out trigger, threshold consecutive trading days | Days | 30 | ||||
Number of business days for releasing earn-out shares following achievement of Earn-out trigger | 10 days | ||||
Number Of Busines Days For Releasing Earn-Out Shares Following Achievement Of Earn-Out Trigger | 10 days | ||||
Estimated fair value per share of Earn-Out Shares | $ 8.63 | ||||
Estimated fair value of Earn-Out Shares | $ | $ 27,200 | ||||
Earnout consideration description | If the Earn-Out Trigger is not achieved for the two-year period following the Closing Date, the Earn-Out Shares will be cancelled and returned to treasury. The contingent obligation to issue Earn-Out Shares to Legacy Comera stockholders is considered indexed to the Company’s own stock and meets the equity classification under ASC 815. | ||||
Common stock consideration per share | $ 12.50 | ||||
Common stock exercised | shares | 1,385,310 | ||||
Convertible preferred stock, par value | $ 0.0001 | ||||
Direct and incremental cost related to the equity issuance | $ | $ 7,500 | ||||
General and Administrative | |||||
Business Acquisition [Line Items] | |||||
Transaction costs incurred | $ | $ 1,500 | ||||
Maxim Group LLC. | |||||
Business Acquisition [Line Items] | |||||
Common stock issued for services | shares | 344,375 | ||||
Private Placement | Maxim Group LLC. | |||||
Business Acquisition [Line Items] | |||||
Maxim private placement, amount | $ | $ 1,000 | ||||
Maxim private placement, value per share | $ 10.25 | ||||
Maxim private placement, shares | shares | 97,561 | 97,561 | |||
Series A Convertible Preferred Stock | |||||
Business Acquisition [Line Items] | |||||
Convertible preferred stock, par value | $ 0.0001 | ||||
Transaction noncash expenses related to shares issued | $ | $ 4,400 | ||||
Underwriting Agreement | Series A Convertible Preferred Stock | |||||
Business Acquisition [Line Items] | |||||
Convertible preferred stock, par value | $ 0.0001 | ||||
Share issuance pursuant to services owed, value | $ | $ 3,400 | $ 910 | |||
Share issuance pursuant to services owed | shares | 3,395 | 910 | |||
Comera Merger | |||||
Business Acquisition [Line Items] | |||||
Common stock, par value | 0.0001 | ||||
Comera Merger | Comera Life Sciences, Inc. | |||||
Business Acquisition [Line Items] | |||||
Common stock, par value | $ 0.001 | ||||
OTR Merger | |||||
Business Acquisition [Line Items] | |||||
Conversion basis | Upon the Closing, by virtue of the OTR Merger, all shares of common stock of OTR issued and outstanding immediately prior to the Closing were converted on a one-to-one basis into the right to receive shares of CLS Holdings Common Stock | ||||
Conversion ratio | 1 | ||||
Common stock exercised | shares | 9,769,363 | ||||
Common stock issued | shares | 3,472,654 | ||||
OTR Acquisition Corp | |||||
Business Acquisition [Line Items] | |||||
Date of acquisition | May 19, 2022 |
Transaction and Reverse Recap_4
Transaction and Reverse Recapitalization - Summary of Common Stock Issued and Outstanding (Details) - shares | Dec. 31, 2022 | Dec. 31, 2021 |
Subsidiary, Sale of Stock [Line Items] | ||
Common stock, shares issued | 16,709,221 | 308,443 |
Common stock, shares outstanding | 16,709,221 | 308,443 |
CLS Holdings [Member] | ||
Subsidiary, Sale of Stock [Line Items] | ||
Common stock, shares outstanding | 15,937,185 | |
Ownership percentage | 100% | |
Legacy Comera Stockholders | CLS Holdings [Member] | ||
Subsidiary, Sale of Stock [Line Items] | ||
Common stock, shares issued | 12,022,595 | |
Ownership percentage | 76% | |
OTR Public Stockholders | CLS Holdings [Member] | ||
Subsidiary, Sale of Stock [Line Items] | ||
Common stock, shares outstanding | 677,987 | |
Ownership percentage | 4% | |
OTR Founders | CLS Holdings [Member] | ||
Subsidiary, Sale of Stock [Line Items] | ||
Common stock, shares outstanding | 2,611,838 | |
Ownership percentage | 16% | |
Maxim Group LLC. | CLS Holdings [Member] | ||
Subsidiary, Sale of Stock [Line Items] | ||
Common stock, shares outstanding | 624,765 | |
Ownership percentage | 4% |
Transaction and Reverse Recap_5
Transaction and Reverse Recapitalization - Summary of Common Stock Issued and Outstanding (Parenthetical) (Details) - shares | 12 Months Ended | ||
Oct. 13, 2020 | Dec. 31, 2022 | May 19, 2022 | |
Subsidiary, Sale of Stock [Line Items] | |||
Number of shares placed into escrow | 3,150,000 | 3,150,000 | |
Maxim Group LLC. | |||
Subsidiary, Sale of Stock [Line Items] | |||
Common stock issued for services | 344,375 | ||
Common stock issued upon conversion | 182,829 | ||
Maxim Group LLC. | Private Placement | |||
Subsidiary, Sale of Stock [Line Items] | |||
Maxim private placement, shares | 97,561 | 97,561 |
Transaction and Reverse Recap_6
Transaction and Reverse Recapitalization - Summary of Net Tangible Assets Acquired and Reconciles Element of Transaction to Consolidated Statement of Cash flows (Details) - USD ($) | 12 Months Ended | |
Dec. 31, 2022 | Dec. 31, 2021 | |
Business Acquisition [Line Items] | ||
Reverse recapitalization issuance costs in excess of gross proceeds | $ 6,566,821 | |
Less: Series A preferred stock issuance costs | $ 9,349,675 | |
Net cash proceeds from Transaction and Maxim Private Placement | 3,307,162 | |
OTR Acquisition Corp [Member] | ||
Business Acquisition [Line Items] | ||
Cash | 5,643,508 | |
Deferred underwriting fee payable | (3,395,389) | |
Derivative warrant liabilities | (2,286,379) | |
Net tangible assets acquired from OTR | (38,260) | |
Cash proceeds received from Maxim Private Placement | 1,000,000 | |
Gross proceeds from Transaction and Maxim Private Placement | 961,740 | |
Less: total issuance costs | (7,528,561) | |
Reverse recapitalization issuance costs in excess of gross proceeds | (6,566,821) | |
OTR Acquisition Corp [Member] | Cash Flow Adjustment [Member] | ||
Business Acquisition [Line Items] | ||
Add: derivative warrant liabilities assumed | 2,286,379 | |
Add: issuance of common stock to settle success fee | 3,443,750 | |
Add: issuance of Series A preferred stock to settle stock issuance costs and underwriting fees payable | 4,305,389 | |
Less: Series A preferred stock issuance costs | (161,535) | |
Net cash proceeds from Transaction and Maxim Private Placement | $ 3,307,162 |
Transaction and Reverse Recap_7
Transaction and Reverse Recapitalization - Summary of Net Proceeds and Reconciles Elements of Transaction to Consolidated Statements of Convertible Preferred Stock, Stockholders' Deficit and Members' Equity (Details) - USD ($) | 12 Months Ended | |
Dec. 31, 2022 | Dec. 31, 2021 | |
Business Acquisition [Line Items] | ||
Net cash proceeds from Transaction and Maxim Private Placement | $ 3,307,162 | |
Add: Series A preferred stock issuance costs | $ 9,349,675 | |
Add: reverse recapitalization issuance costs in excess of gross proceeds | 6,566,821 | |
Issuance of common stock in connection with the Transaction and Maxim Private Placement, net of redemptions, net tangible assets, and issuance costs | 3,443,750 | |
OTR Acquisition Corp | ||
Business Acquisition [Line Items] | ||
Add: reverse recapitalization issuance costs in excess of gross proceeds | (6,566,821) | |
Less: derivative warrant liabilities assumed | (2,286,379) | |
OTR Acquisition Corp | Acquisition-related Costs [Member] | ||
Business Acquisition [Line Items] | ||
Net cash proceeds from Transaction and Maxim Private Placement | 3,307,162 | |
Add: Series A preferred stock issuance costs | 161,535 | |
Add: reverse recapitalization issuance costs in excess of gross proceeds | 6,566,821 | |
Less: derivative warrant liabilities assumed | (2,286,379) | |
Less: issuance of Series A preferred stock to settle stock issuance costs and underwriting fees payable | (4,305,389) | |
Issuance of common stock in connection with the Transaction and Maxim Private Placement, net of redemptions, net tangible assets, and issuance costs | $ 3,443,750 |
Transaction and Reverse Recap_8
Transaction and Reverse Recapitalization - Summary of Assumption Used in Valuation of Earn-Out Shares (Details) | Dec. 31, 2022 yr |
Fair Value Measurement Inputs and Valuation Techniques [Line Items] | |
Earn-Out Shares measurement input | 9.91 |
Selected Volatility | |
Fair Value Measurement Inputs and Valuation Techniques [Line Items] | |
Earn-Out Shares measurement input | 90 |
Risk-free Interest Rate | |
Fair Value Measurement Inputs and Valuation Techniques [Line Items] | |
Earn-Out Shares measurement input | 2.60 |
Contractual Term (Years) | |
Fair Value Measurement Inputs and Valuation Techniques [Line Items] | |
Earn-Out Shares measurement input | 2 |
Fair Value of Financial Asset_3
Fair Value of Financial Assets and Liabilities - Schedule of Fair Value Hierarchy for Liabilities, Measured at Fair Value on a Recurring Basis (Details) - Recurring - Derivative warrant liabilities | Dec. 31, 2022 USD ($) |
Fair Value, Balance Sheet Grouping, Financial Statement Captions [Line Items] | |
Liabilities | $ 277,507 |
Level 2 | |
Fair Value, Balance Sheet Grouping, Financial Statement Captions [Line Items] | |
Liabilities | $ 277,507 |
Prepaid Expenses and Other Cu_3
Prepaid Expenses and Other Current Assets - Summary of Prepaid Expenses and Other Current Assets (Details) - USD ($) | Dec. 31, 2022 | Dec. 31, 2021 |
Deferred Costs, Capitalized, Prepaid, and Other Assets Disclosure [Abstract] | ||
Prepaid insurance | $ 913,611 | |
Contract assets | $ 85,018 | |
Insurance recovery receivable | 136,250 | |
Other | 72,888 | 49,380 |
Prepaid expenses and other current assets | $ 986,499 | $ 270,648 |
Property and Equipment, Net - S
Property and Equipment, Net - Schedule of Property and Equipment, Net (Details) - USD ($) | Dec. 31, 2022 | Dec. 31, 2021 |
Property, Plant and Equipment [Line Items] | ||
Property and equipment, gross | $ 753,747 | $ 636,781 |
Less accumulated depreciation | (496,561) | (402,614) |
Property and equipment, net | 257,186 | 234,167 |
Lab Equipment | ||
Property, Plant and Equipment [Line Items] | ||
Property and equipment, gross | 587,650 | 587,650 |
Leasehold Improvements | ||
Property, Plant and Equipment [Line Items] | ||
Property and equipment, gross | 9,411 | 17,973 |
Computer Equipment | ||
Property, Plant and Equipment [Line Items] | ||
Property and equipment, gross | 32,178 | 21,747 |
Other Equipment | ||
Property, Plant and Equipment [Line Items] | ||
Property and equipment, gross | 36,149 | $ 9,411 |
Construction in Progress | ||
Property, Plant and Equipment [Line Items] | ||
Property and equipment, gross | $ 88,359 |
Property and Equipment, Net - A
Property and Equipment, Net - Additional Information (Details) - USD ($) | 12 Months Ended | |
Dec. 31, 2022 | Dec. 31, 2021 | |
Property, Plant and Equipment [Abstract] | ||
Depreciation expense | $ 93,947 | $ 86,136 |
Accrued Expenses and Other Cu_3
Accrued Expenses and Other Current Liabilities - Schedule of Accrued Expenses and Other Current Liabilities (Details) - USD ($) | Dec. 31, 2022 | Dec. 31, 2021 |
Payables and Accruals [Abstract] | ||
Accrued bonus | $ 767,093 | $ 349,000 |
Professional fees | 282,454 | 123,756 |
Accrued vacation | 21,194 | 25,945 |
Other | 225,023 | 7,910 |
Accrued expenses and other current liabilities | $ 1,295,764 | $ 506,611 |
Insurance Premium Financing (Ad
Insurance Premium Financing (Additional Information) (Details) - USD ($) | 1 Months Ended | |
May 31, 2022 | Dec. 31, 2022 | |
Debt Instrument [Line Items] | ||
Outstanding balance | $ 455,562 | |
Finance Agreement | First Insurance Funding | ||
Debt Instrument [Line Items] | ||
Amount financed | $ 1,500,000 | |
Interest rate | 4% | |
Frequency of periodic payment | monthly | |
Monthly payment | $ 154,000 | |
Maturity date | Mar. 31, 2023 | |
Outstanding balance | $ 500,000 |
Legacy Comera Convertible Pre_2
Legacy Comera Convertible Preferred Stock - Additional Information (Details) - USD ($) $ / shares in Units, $ in Thousands | 12 Months Ended | |||
Dec. 31, 2021 | Dec. 31, 2022 | May 18, 2022 | Apr. 30, 2021 | |
Temporary Equity [Line Items] | ||||
Convertible preferred stock, shares authorized | 1,000,000 | |||
Convertible preferred stock, par value | $ 0.0001 | |||
Series A Convertible Preferred Stock | ||||
Temporary Equity [Line Items] | ||||
Convertible preferred stock, shares authorized | 4,305 | |||
Convertible preferred stock, par value | $ 0.0001 | |||
Preferred stock, shares issued | 4,305 | |||
Series B Convertible Preferred Stock | ||||
Temporary Equity [Line Items] | ||||
Preferred stock, shares issued | 3,970,465 | |||
Net cash proceeds | $ 9,400 | |||
Preferred stock issued to settle convertible notes, shares | 403,287 | |||
Preferred stock issued to settle convertible notes, value | $ 827 | |||
Legacy Comera | ||||
Temporary Equity [Line Items] | ||||
Convertible preferred stock, shares authorized | 14,051,702 | |||
Convertible preferred stock, par value | $ 0.001 | |||
Legacy Comera | Series A Convertible Preferred Stock | ||||
Temporary Equity [Line Items] | ||||
Convertible preferred stock, shares authorized | 9,429,006 | |||
Legacy Comera | Series B Convertible Preferred Stock | ||||
Temporary Equity [Line Items] | ||||
Convertible preferred stock, shares authorized | 4,622,696 | |||
Legacy Comera | Series A-1 Preferred Stock | ||||
Temporary Equity [Line Items] | ||||
Preferred stock, shares issued | 6,000,000 | |||
Legacy Comera | Series A-2 Preferred Stock | ||||
Temporary Equity [Line Items] | ||||
Preferred stock, shares issued | 1,266,667 | |||
Legacy Comera | Series A-3 Preferred Stock | ||||
Temporary Equity [Line Items] | ||||
Preferred stock, shares issued | 527,752 | |||
Legacy Comera | Series A-4 Preferred Stock | ||||
Temporary Equity [Line Items] | ||||
Preferred stock, shares issued | 1,016,669 | |||
Legacy Comera | Series A-5 Preferred Stock | ||||
Temporary Equity [Line Items] | ||||
Preferred stock, shares issued | 514,932 | |||
Legacy Comera | Series A-6 Preferred Stock | ||||
Temporary Equity [Line Items] | ||||
Preferred stock, shares issued | 102,986 |
Convertible Preferred Stock - A
Convertible Preferred Stock - Additional Information (Details) - USD ($) | 1 Months Ended | 12 Months Ended |
May 31, 2022 | Dec. 31, 2022 | |
Temporary Equity [Line Items] | ||
Convertible preferred stock, shares authorized | 1,000,000 | |
Convertible preferred stock, par value | $ 0.0001 | |
Issuance costs for convertible preferred stock | $ 161,000 | |
Proceeds from issuance of common stock | 829,469 | |
Accretion of preferred stock considered as deemed dividend | 400,000 | |
Minimum | ||
Temporary Equity [Line Items] | ||
Proceeds from issuance of common stock | $ 5,000,000 | |
Series A Preferred Stock | ||
Temporary Equity [Line Items] | ||
Convertible preferred stock, shares authorized | 4,305 | |
Convertible preferred stock, par value | $ 0.0001 | |
Convertible preferred stock, shares issued | 4,305 | |
Voting rights, description | The holders of the Preferred Stock are entitled to vote, together with the holders of common stock, on all matters submitted to the stockholders for a vote and are entitled to the number of votes equal to the number of whole shares of common stock into which such holders of preferred stock could convert on the record date for determination of stockholders entitled to vote. Except for the actions requiring the approval or consent of the holders of preferred stock, the holders of preferred stock shall vote together with the holders of common stock and vote as a single class. | |
Dividend payment terms, description | The holders of the Preferred Stock shall be entitled to receive, prior and in preference to the declaration or payment of any dividend on any other currently-outstanding capital stock, dividends when, as and if declared by the Board of Directors, payable quarterly on January 1, April 1, July 1 and October 1 of each calendar year (each date a “Series A Quarterly Dividend Payment Date”), commencing on and including July 1, 2022, which dividends shall be paid in cash at a rate of 8.0% per annum on the Series A Original Purchase Price for the first six Series A Quarterly Dividend Payment Dates, which shall increase by 2% per annum from and after each successive Series A Quarterly Dividend Payment Date, up to a maximum of 18%. | |
Percentage of increase in dividend rate per annum | 2% | |
Cash dividends declared or paid | $ 0 | |
Cumulative dividends in arrears | $ 213,000 | |
Description of conversion terms | Each share of preferred stock is convertible into common stock, at any time, at the option of the holder, and without the payment of additional consideration, determined by dividing the Series A Original Issuance Price by $12.56 (as may be adjusted for stock splits, dilutive issuances and the like, the “Series A Conversion Price”); provided, however, in no event shall outstanding shares of the Preferred Stock be converted into more than 19.99% of the outstanding shares of common stock. The Company shall at all times reserve and keep available out of its authorized but unissued shares of common stock to effect the conversion of three hundred percent (300%) of all shares of the Preferred Stock then outstanding. | |
Preferred stock, conversion price | $ 12.56 | |
Maximum percentage of outstanding shares of common stock convertible | 19.99% | |
Maximum percentage of reserve available of authorized but unissued shares of common stock to effect the conversion | 300% | |
Redemption price | $ 1,000 | |
Percentage of right on aggregate proceeds | 30% | |
Series A Preferred Stock | First Six Series A Quarterly Dividend Payment Dates | ||
Temporary Equity [Line Items] | ||
Dividends rate | 8% | |
Series A Preferred Stock | Maximum | ||
Temporary Equity [Line Items] | ||
Dividends rate | 18% | |
Series A Preferred Stock | Transaction and Settlement Agreement | ||
Temporary Equity [Line Items] | ||
Convertible preferred stock, shares issued | 4,305 | |
Original purchase price | $ 1,000 | |
Issuance costs for convertible preferred stock | $ 162,000 | |
Series A Preferred Stock | Transaction and Settlement Agreement | Maxim Group LLC. | ||
Temporary Equity [Line Items] | ||
Underwriting and advisory fees | $ 4,300,000 | |
Series A Preferred Stock | Minimum | ||
Temporary Equity [Line Items] | ||
Proceeds from issuance of common stock | $ 5,000,000 |
Convertible Preferred Stock - S
Convertible Preferred Stock - Schedule of Convertible Preferred Stock (Details) | Dec. 31, 2022 USD ($) $ / shares shares |
Temporary Equity [Line Items] | |
Par Value | $ / shares | $ 0.0001 |
Shares Authorized | 1,000,000 |
Common Stock Issuable Upon Conversion | 1,028,262 |
Series A Preferred Stock | |
Temporary Equity [Line Items] | |
Par Value | $ / shares | $ 0.0001 |
Shares Authorized | 4,305 |
Shares Issued | 4,305 |
Shares Outstanding | 4,305 |
Carrying Value | $ | $ 4,517,710 |
Liquidation Preference | $ | $ 4,517,710 |
Common Stock Issuable Upon Conversion | 342,754 |
Common Stock (Additional Inform
Common Stock (Additional Information) (Details) - USD ($) | 12 Months Ended | ||
Aug. 31, 2022 | Dec. 31, 2022 | Dec. 31, 2021 | |
Subsidiary, Sale of Stock [Line Items] | |||
Proceeds from issuance of common stock | $ 829,469 | ||
Common stock, shares authorized | 150,000,000 | 150,000,000 | |
Common stock, par value | $ 0.0001 | $ 0.0001 | |
Each common stock entitles voting right | one vote | ||
Cash dividends | $ 0 | ||
Purchase Agreement | Arena Business Solutions Global SPC II, Ltd. | Common Stock | |||
Subsidiary, Sale of Stock [Line Items] | |||
Number of common stock sold | 475,755 | ||
Proceeds from issuance of common stock | $ 800,000 | ||
Additional commitment amount | $ 30,000,000 | ||
Percentage of purchase price of shares equal to simple average of the daily VWAP | 96% | ||
Commitment shares | 296,181 | ||
Fair value of commitment shares | $ 650,000 | ||
Other issuance costs | 379,000 | ||
Weighted-average price | $ 1.74 | ||
Purchase Agreement | Arena Business Solutions Global SPC II, Ltd. | Common Stock | Maximum | |||
Subsidiary, Sale of Stock [Line Items] | |||
Commitment amount | 15,000,000 | ||
Obligated purchase amount | $ 15,000,000 |
Common Stock - Schedule of Comm
Common Stock - Schedule of Common Stock Reserved for Future Issuance (Details) - shares | Dec. 31, 2022 | Dec. 31, 2021 |
Equity [Abstract] | ||
Exercise of outstanding stock options | 2,152,641 | 2,689,935 |
Available for issuance under equity compensation plans | 57,198 | |
Exercise of outstanding stock warrants | 11,041,332 | |
Conversion of Series A Preferred Stock | 1,028,262 | |
Reserved for issuance pursuant to the Arena Purchase Agreement | 4,228,064 | |
Total shares of authorized common stock reserved for future issuance | 18,507,497 |
Stock-Based Compensation - Addi
Stock-Based Compensation - Additional Information (Details) - USD ($) $ / shares in Units, $ in Millions | 12 Months Ended | ||
Dec. 31, 2022 | Dec. 31, 2021 | Mar. 04, 2014 | |
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items] | |||
Number of shares, exercisable | 484,444 | ||
Shares exercisable, weighted-average exercise price | $ 0.59 | ||
Number of options outstanding | 2,152,641 | 2,689,935 | |
Options outstanding, weighted-average exercise price | $ 1.67 | $ 0.59 | |
Shares available for future grant | 57,198 | ||
Weighted-average grant-date fair value of stock options granted | $ 1.79 | $ 0.41 | |
Unrecognized compensation cost | $ 1.9 | ||
Unrecognized compensation cost related to non-vested awards, expected period | 3 years 3 months 18 days | ||
2014 Restricted Unit Plan | |||
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items] | |||
Number of shares authorized for issuance | 2,500,000 | ||
Restricted unit plan, extinguished date | Apr. 30, 2021 | ||
2021 Stock option and Grant Plan | |||
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items] | |||
Number of shares, exercisable | 1,168,441 | ||
Shares exercisable, weighted-average exercise price | $ 0.59 | ||
Number of options outstanding | 1,168,441 | ||
2022 Equity and Incentive Plan | |||
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items] | |||
Number of shares authorized for issuance | 2,059,839 | ||
Percentage of increase in shares of stock outstanding | 4% | ||
Number of options outstanding | 2,152,641 | ||
Options outstanding, weighted-average exercise price | $ 1.67 | ||
Shares available for future grant | 57,198 |
Stock-Based Compensation - Summ
Stock-Based Compensation - Summary of Grant-date Fair Value of Stock Options Granted (Details) | 12 Months Ended | |
Dec. 31, 2022 | Dec. 31, 2021 | |
Share-Based Compensation Arrangement by Share-Based Payment Award, Fair Value Assumptions and Methodology [Abstract] | ||
Expected option life (years) | 6 years 1 month 6 days | 5 years 7 months 6 days |
Risk-free interest rate | 3.37% | 0.90% |
Expected volatility | 64.20% | 62.84% |
Stock-Based Compensation - Su_2
Stock-Based Compensation - Summary of Stock Option Activity (Details) $ / shares in Units, $ in Thousands | 12 Months Ended |
Dec. 31, 2022 USD ($) $ / shares shares | |
Share-Based Compensation Arrangement by Share-Based Payment Award, Options, Outstanding [Roll Forward] | |
Number of options, Outstanding beginning balance | shares | 2,689,935 |
Number of options, Granted | shares | 984,200 |
Number of options, Exercised | shares | (1,385,310) |
Number of options, Cancelled or forfeited | shares | (136,184) |
Number of options, Outstanding ending balance | shares | 2,152,641 |
Number of options, Exercisable | shares | 484,444 |
Share-Based Compensation Arrangement by Share-Based Payment Award, Options, Outstanding, Weighted Average Exercise Price [Abstract] | |
Weighted-average exercise price, Outstanding beginning balance | $ / shares | $ 0.59 |
Weighted-average exercise price, Granted | $ / shares | 2.96 |
Weighted-average exercise price, Exercised | $ / shares | 0.59 |
Weighted-average exercise price, Cancelled or forfeited | $ / shares | 0.59 |
Weighted-average exercise price, Outstanding ending balance | $ / shares | 1.67 |
Weighted-average exercise price, Exercisable | $ / shares | $ 0.59 |
Share Based Compensation Arrangement By Share Based Payment Award Options Weighted Average Remaining Contractual Term [Abstract] | |
Weighted-average remaining contractual term (years), Outstanding | 9 years 1 month 6 days |
Weighted-average remaining contractual term (years), Exercisable | 8 years 6 months |
Share Based Compensation Arrangement By Share Based Payment Award Options Aggregate Intrinsic Value [Abstract] | |
Aggregate intrinsic value, Outstanding beginning balance | $ | $ 767 |
Aggregate intrinsic value, Outstanding ending balance | $ | 748 |
Aggregate intrinsic value, Exercisable | $ | $ 310 |
Stock-Based Compensation - Su_3
Stock-Based Compensation - Summary of Stock-based Compensation Expense (Details) - USD ($) | 12 Months Ended | |
Dec. 31, 2022 | Dec. 31, 2021 | |
Stock-based compensation expense | ||
Stock-based compensation expense | $ 375,790 | $ 1,114,656 |
Cost of Revenue | ||
Stock-based compensation expense | ||
Stock-based compensation expense | 1,776 | 19,876 |
Research and Development | ||
Stock-based compensation expense | ||
Stock-based compensation expense | 11,608 | 414,322 |
General and Administrative | ||
Stock-based compensation expense | ||
Stock-based compensation expense | $ 362,406 | $ 680,458 |
Common Stock Warrants - Additio
Common Stock Warrants - Additional Information (Details) | 12 Months Ended |
Dec. 31, 2022 USD ($) $ / shares shares | |
Class of Warrant or Right [Line Items] | |
Warrants issued | 0 |
Warrants exercised | 100 |
Warrants proceeds | $ | $ 1,150 |
Warrants expired | 0 |
Public Warrants | |
Class of Warrant or Right [Line Items] | |
Redemption price per public warrant | $ / shares | $ 0.01 |
Stock price trigger for redemption of public warrants | $ / shares | $ 18 |
Threshold trading days for redemption of public warrants | 20 days |
Threshold consecutive trading days for redemption of public warrants | 30 days |
Notice period | 3 days |
Common Stock Warrants - Summary
Common Stock Warrants - Summary of Warrants Outstanding and Exercisable (Details) | 12 Months Ended |
Dec. 31, 2022 $ / shares shares | |
Class of Warrant or Right [Line Items] | |
Number of Shares Underlying Warrants, Outstanding Shares | 11,041,332 |
Number of Shares Underlying Warrants, Exercisable Shares | 11,041,332 |
Private Placement Warrants | |
Class of Warrant or Right [Line Items] | |
Issue Date | Nov. 17, 2020 |
Classification | Liability |
Exercise Price | $ / shares | $ 11.50 |
Expiration Date | May 19, 2027 |
Number of Shares Underlying Warrants, Outstanding Shares | 5,817,757 |
Number of Shares Underlying Warrants, Exercisable Shares | 5,817,757 |
Public Warrants | |
Class of Warrant or Right [Line Items] | |
Issue Date | Nov. 17, 2020 |
Classification | Equity |
Exercise Price | $ / shares | $ 11.50 |
Expiration Date | May 19, 2027 |
Number of Shares Underlying Warrants, Outstanding Shares | 5,223,575 |
Number of Shares Underlying Warrants, Exercisable Shares | 5,223,575 |
Concentrations of Risk (Additio
Concentrations of Risk (Additional Information) (Details) - Customer Concentration Risk | 12 Months Ended | |
Dec. 31, 2022 | Dec. 31, 2021 | |
Accounts Receivable | Customer One | ||
Concentration Risk [Line Items] | ||
Concentration risk | 100% | |
Revenue | Customer Two | ||
Concentration Risk [Line Items] | ||
Concentration risk | 100% | |
Revenue | Customer Three | ||
Concentration Risk [Line Items] | ||
Concentration risk | 100% |
Income Taxes (Additional Inform
Income Taxes (Additional Information) (Details) - USD ($) | 12 Months Ended | |
Dec. 31, 2022 | Dec. 31, 2021 | |
Schedule Of Income Taxes [Line Items] | ||
Income tax expense | $ 0 | |
Valiation allowance increase amount | 3,600,000 | |
Federal operating loss carryforward | $ 4,103,247 | $ 885,617 |
Operating loss carryforwards expiration year | 2041 | |
R&D credit carryforward | $ 239,905 | 63,406 |
State tax credit expiration year | 2036 | |
Unrecognized tax benefits, income tax penalties and interest expense | $ 0 | 0 |
Reserve on uncertain tax positions | $ 0 | $ 0 |
Minimum | ||
Schedule Of Income Taxes [Line Items] | ||
Research and expirimental expenditure capitalized period | 5 years | |
Maximum | ||
Schedule Of Income Taxes [Line Items] | ||
Research and expirimental expenditure capitalized period | 15 years | |
Federal | ||
Schedule Of Income Taxes [Line Items] | ||
Federal operating loss carryforward | $ 15,000,000 | |
R&D credit carryforward | 200,000 | |
State | ||
Schedule Of Income Taxes [Line Items] | ||
State operating loss carryforward | 15,000,000 | |
R&D credit carryforward | $ 100,000 |
Income Taxes - Summary of Recon
Income Taxes - Summary of Reconciliation of Statutory Federal Income Tax Rate to Effective Tax Rate (Details) | 12 Months Ended | |
Dec. 31, 2022 | Dec. 31, 2021 | |
Income Tax Disclosure [Abstract] | ||
Tax effected at statutory rate | 21% | 21% |
State taxes | 4.70% | 5.30% |
Stock compensation | (0.40%) | (0.90%) |
Non-Deductible Expenses | (8.90%) | (3.30%) |
Warrant Revaluation | 2.30% | |
Federal research and development credits | 0.70% | 0.90% |
Change in valuation allowance | (20.20%) | (23.00%) |
Income Taxes - Summary of Compo
Income Taxes - Summary of Components of Deferred Tax Assets and Tax Liabilities (Details) - USD ($) | Dec. 31, 2022 | Dec. 31, 2021 |
Total deferred tax assets: | ||
Federal net operating loss carryforward | $ 4,103,247 | $ 885,617 |
R&D credit carryforward | 239,905 | 63,406 |
Capitalized R&D | 299,449 | |
Accruals and reserves | 215,975 | 176,231 |
Lease liability | 87,284 | 88,259 |
Stock-based compensation | 10,864 | 173,069 |
Total deferred tax assets | 4,956,724 | 1,386,582 |
Valuation allowance | (4,858,529) | (1,235,082) |
Subtotal | 98,195 | 151,500 |
Total deferred tax liabilities: | ||
Property and equipment and right-of-use asset | (98,195) | (151,500) |
Total net deferred tax assets | $ 0 | $ 0 |
Net Loss per Share or Unit - _3
Net Loss per Share or Unit - Basic and Diluted - Schedule of Potentially Dilutive Common Stock Excluded from Computation of Diluted Net Loss Per Share (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 | 3,150,000 | |
Share-Based Payment Arrangement, Option [Member] | ||
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | ||
Antidilutive securities excluded from computation of earnings per share, amount | 2,152,641 | 2,689,935 |
Convertible Debt Securities [Member] | ||
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | ||
Antidilutive securities excluded from computation of earnings per share, amount | 342,754 | 10,643,403 |
Warrant [Member] | ||
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | ||
Antidilutive securities excluded from computation of earnings per share, amount | 11,041,332 |
Net Loss per Share or Unit - _4
Net Loss per Share or Unit - Basic and Diluted - Schedule of Calculation of Basic and Diluted Net Loss Per Share or Unit (Details) - USD ($) | 12 Months Ended | |
Dec. 31, 2022 | Dec. 31, 2021 | |
Earnings Per Share [Abstract] | ||
Net loss available to common stockholders or members - basic and diluted | $ (18,377,954) | $ (5,451,778) |
Weighted-average number of common shares or units used in computing net loss per share or unit attributable to common stockholders or unit holders - basic | 10,452,697 | 3,012,603 |
Weighted-average number of common shares or units used in computing net loss per share or unit attributable to common stockholders or unit holders - diluted | 10,452,697 | 3,012,603 |
Net loss per share or unit attributable to common stockholders or unit holders-basic | $ (1.76) | $ (1.81) |
Net loss per share or unit attributable to common stockholders or unit holders-diluted | $ (1.76) | $ (1.81) |
Commitments and Contingencies -
Commitments and Contingencies - Additional Information (Details) - USD ($) | 1 Months Ended | 12 Months Ended | |||
Mar. 04, 2022 | Mar. 10, 2021 | Dec. 31, 2022 | Dec. 31, 2022 | Dec. 31, 2021 | |
Loss Contingencies [Line Items] | |||||
Operating lease, weighted average discount rate | 8% | 8% | |||
Operating lease, weighted average lease term | 1 year 6 months | 1 year 6 months | |||
Operating cash flows used for operating leases | $ 196,000 | $ 136,000 | |||
Lease cost | $ 201,000 | 139,000 | |||
Losses on indemnification agreement | $ 0 | ||||
Insurance recovery receivable | 136,250 | ||||
Woburn, Massachusetts | |||||
Loss Contingencies [Line Items] | |||||
Lessee, operating lease, option to extend | On March 10, 2021, the Company extended the lease agreement through June 30, 2024 at a monthly lease rate of $12 thousand, subject to annual increases in January based on changes in the consumer price index. On March 4, 2022, the Company executed the first amendment to the Woburn Lease (the “Amendment”) which increased the size of the leased office and laboratory space with an aggregate monthly lease payment to $18 thousand, subject to annual increases beginning in November 2022 based on the consumer price index | ||||
Lessee, operating lease, existence of option to extend [true false] | true | ||||
Lease expiration date | Jun. 30, 2024 | ||||
Monthly lease rate | $ 18,000 | $ 12,000 | |||
Business Email Compromise Fraud | |||||
Loss Contingencies [Line Items] | |||||
Business email compromise fraud losses, period of occurrence | In February 2022, the Company determined it was affected by a business email compromise fraud which resulted in a diversion of the Company’s capital to unknown parties | ||||
Loss on business email compromise fraud | $ 590,000 | $ 136,000 | |||
Business email compromise fraud, net loss | $ 426,000 |
Commitments and Contingencies_2
Commitments and Contingencies - Summary of Maturities and Balance Sheet Presentation Under All Non-cancelable Operating Leases (Details) - USD ($) | Dec. 31, 2022 | Dec. 31, 2021 |
Maturity of lease liabilities | ||
2023 | $ 217,545 | |
2024 | 123,077 | |
Total lease liabilities | 340,622 | |
Less: imputed interest | (21,136) | |
Present value of operating lease liability as of December 31, 2022 | 319,486 | |
Lease liabilities - current | 199,184 | $ 121,552 |
Lease liabilities - noncurrent | 120,302 | $ 201,504 |
Operating lease liability | $ 319,486 |
Subsequent Events - Additional
Subsequent Events - Additional Information (Details) - USD ($) | 1 Months Ended | 12 Months Ended | |
Jan. 02, 2023 | Dec. 31, 2022 | Dec. 31, 2022 | |
Subsequent Event [Line Items] | |||
Issuance of common stock in connection with common stock purchase agreement | $ 829,469 | ||
Advanced deposits received | $ 1,500,000 | ||
Deferred issuance costs | 90,047 | 90,047 | |
Advanced deposits classified as current restricted cash | $ 1,500,000 | $ 1,500,000 | |
Subsequent Event [Member] | 2023 Private Placement Warrant | |||
Subsequent Event [Line Items] | |||
Excercise price of warrants | $ 1.23 | ||
Issuance of common stock in connection with common stock purchase agreement | $ 3,600,000 | ||
Price per unit | $ 0.25 | ||
Subsequent Event [Member] | 2023 PIPE Purchase Agreement | |||
Subsequent Event [Line Items] | |||
Units issued | 2,406,242 | ||
Price per unit | $ 1.48 | ||
Subsequent Event [Member] | 2023 PIPE Warrant | |||
Subsequent Event [Line Items] | |||
Class of warrants or rights expiration period | 5 years |