Document and Entity Information
Document and Entity Information - shares | 6 Months Ended | |
Jun. 30, 2023 | Aug. 09, 2023 | |
Document Information [Line Items] | ||
Document Type | 10-Q | |
Amendment Flag | false | |
Document Period End Date | Jun. 30, 2023 | |
Document Fiscal Year Focus | 2023 | |
Document Fiscal Period Focus | Q2 | |
Document Quarterly Report | true | |
Document Transition Report | false | |
Entity File Number | 1-41403 | |
Entity Registrant Name | Comera Life Sciences Holdings, Inc. | |
Entity Central Index Key | 0001907685 | |
Entity Incorporation, State or Country Code | DE | |
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 Current Reporting Status | Yes | |
Entity Interactive Data Current | Yes | |
Current Fiscal Year End Date | --12-31 | |
Entity Filer Category | Non-accelerated Filer | |
Entity Common Stock, Shares Outstanding | 27,175,945 | |
Entity Small Business | true | |
Entity Emerging Growth Company | true | |
Entity Ex Transition Period | false | |
Entity Shell Company | false | |
Common Stock | ||
Document Information [Line Items] | ||
Title of 12(b) Security | Common Stock | |
Trading Symbol | CMRA | |
Security Exchange Name | NASDAQ | |
Warrants | ||
Document Information [Line Items] | ||
Title of 12(b) Security | Warrants | |
Trading Symbol | CMRAW | |
Security Exchange Name | NASDAQ |
Consolidated Balance sheets (Un
Consolidated Balance sheets (Unaudited) - USD ($) | Jun. 30, 2023 | Dec. 31, 2022 |
Current assets: | ||
Cash and cash equivalents | $ 476,302 | $ 446,607 |
Restricted cash - current | 1,505,625 | |
Accounts receivable | 250,000 | 34,320 |
Deferred issuance costs | 25,013 | 90,047 |
Prepaid expenses and other current assets | 1,072,719 | 986,499 |
Total current assets | 1,824,034 | 3,063,098 |
Restricted cash - non-current | 50,000 | 50,000 |
Property and equipment, net | 209,732 | 257,186 |
Right of use asset | 213,206 | 313,629 |
Security deposit | 43,200 | 43,200 |
Total assets | 2,340,172 | 3,727,113 |
Current liabilities: | ||
Accounts payable | 2,150,774 | 1,458,267 |
Accrued expenses and other current liabilities | 959,773 | 1,295,764 |
Insurance premium financing | 584,809 | 455,562 |
Deposit liability | 1,505,625 | |
Deferred revenue | 36,310 | 144,280 |
Lease liability - current | 221,879 | 199,184 |
Total current liabilities | 3,953,545 | 5,058,682 |
Derivative warrant liabilities | 46,591 | 277,507 |
Lease liability - noncurrent | 120,302 | |
Total liabilities | 4,000,136 | 5,456,491 |
Commitments and contingencies (Note 15) | ||
Stockholders' equity (deficit): | ||
Common stock, $0.0001 par value; 150,000,000 shares authorized; 19,155,138 and 16,709,221 shares issued and outstanding at June 30, 2023 and December 31, 2022, respectively | 1,915 | 1,671 |
Additional paid-in capital | 32,444,578 | 28,655,164 |
Accumulated deficit | (38,796,855) | (34,903,923) |
Total stockholders' deficit | (6,350,362) | (6,247,088) |
Total liabilities, convertible preferred stock and stockholders' deficit | 2,340,172 | 3,727,113 |
Series A Convertible Preferred Stock | ||
Current liabilities: | ||
Preferred stock, $0.0001 par value; 1,000,000 shares authorized; 4,305 shares designated Series A convertible preferred stock; 4,305 shares issued and outstanding at June 30, 2023 and December 31, 2022 | $ 4,690,398 | $ 4,517,710 |
Consolidated Balance sheets (_2
Consolidated Balance sheets (Unaudited) (Parenthetical) - $ / shares | Jun. 30, 2023 | Dec. 31, 2022 |
Common stock, par value | $ 0.0001 | $ 0.0001 |
Common stock, shares authorized | 150,000,000 | 150,000,000 |
Common Stock, Shares, Issued | 19,155,138 | 16,709,221 |
Common Stock, Shares, Outstanding | 19,155,138 | 16,709,221 |
Convertible preferred stock, par value | $ 0.0001 | |
Convertible preferred stock, shares authorized | 1,000,000 | 1,000,000 |
Series A Convertible Preferred Stock | ||
Convertible preferred stock, par value | $ 0.0001 | $ 0.0001 |
Convertible preferred stock, shares authorized | 4,305 | 4,305 |
Convertible preferred stock, shares issued | 4,305 | 4,305 |
Convertible preferred stock, shares outstanding | 4,305 | 4,305 |
Consolidated Statements of Oper
Consolidated Statements of Operations and Comprehensive Loss (Unaudited) - USD ($) | 3 Months Ended | 6 Months Ended | ||
Jun. 30, 2023 | Jun. 30, 2022 | Jun. 30, 2023 | Jun. 30, 2022 | |
Income Statement [Abstract] | ||||
Revenue | $ 315,055 | $ 146,726 | $ 707,970 | $ 242,060 |
Cost of revenue | 56,040 | 54,543 | 172,559 | 99,067 |
Operating expenses: | ||||
Research and development | 235,696 | 368,553 | 579,401 | 855,770 |
General and administrative | 1,503,553 | 3,696,517 | 3,936,700 | 5,712,762 |
Total operating expenses | 1,739,249 | 4,065,070 | 4,516,101 | 6,568,532 |
Loss from operations | (1,480,234) | (3,972,887) | (3,980,690) | (6,425,539) |
Other income (expense), net: | ||||
Change in fair value of derivative warrant liabilities | 72,591 | 1,454,440 | 99,353 | 1,454,440 |
Reverse recapitalization issuance costs in excess of gross proceeds | (6,566,821) | (6,566,821) | ||
Interest expense | (3,977) | (11,595) | (77) | |
Other expense, net | (426,666) | |||
Total other income (expense), net | 68,614 | (5,112,381) | 87,758 | (5,539,124) |
Net loss and comprehensive loss | (1,411,620) | (9,085,268) | (3,892,932) | (11,964,663) |
Less: accretion of convertible preferred stock to redemption value | (85,872) | (201,168) | (172,688) | (201,168) |
Net loss attributable to common stockholders | $ (1,497,492) | $ (9,286,436) | $ (4,065,620) | $ (12,165,831) |
Net loss per share attributable to common stockholders - basic | $ (0.08) | $ (1.14) | $ (0.21) | $ (2.75) |
Net loss per share attributable to common stockholders - diluted | $ (0.08) | $ (1.14) | $ (0.21) | $ (2.75) |
Weighted-average number of common shares used in computing net loss per share attributable to common stockholders - basic | 19,154,681 | 8,142,383 | 19,094,394 | 4,430,401 |
Weighted-average number of common shares used in computing net loss per share attributable to common stockholders - diluted | 19,154,681 | 8,142,383 | 19,094,394 | 4,430,401 |
Consolidated Statements of Conv
Consolidated Statements of Convertible Preferred Stock and Stockholders' Deficit (Unaudited) - USD ($) | Total | January 2023 PIPE | Arena purchase agreement | Series A Convertible Preferred Stock | Convertible Preferred Stock | Common Stock | Common Stock January 2023 PIPE | Common Stock Arena purchase agreement | Additional Paid-in Capital | Additional Paid-in Capital January 2023 PIPE | Additional Paid-in Capital Arena purchase agreement | Accumulated Deficit |
Beginning Balance at Dec. 31, 2021 | $ 20,857,453 | |||||||||||
Beginning Balance, Shares at Dec. 31, 2021 | 13,802,758 | |||||||||||
Beginning Balance at Dec. 31, 2021 | $ (14,686,247) | $ 31 | $ 2,213,547 | $ (16,899,825) | ||||||||
Beginning Balance, Shares at Dec. 31, 2021 | 308,443 | |||||||||||
Issuance of common stock upon exercise of stock options | 429,430 | $ 74 | 429,356 | |||||||||
Common stock exercised | 735,859 | |||||||||||
Stock-based compensation expense | 42,556 | 42,556 | ||||||||||
Net loss | (2,879,395) | (2,879,395) | ||||||||||
Ending Balance at Mar. 31, 2022 | $ 20,857,453 | |||||||||||
Ending Balance, Shares at Mar. 31, 2022 | 13,802,758 | |||||||||||
Ending Balance at Mar. 31, 2022 | (17,093,656) | $ 105 | 2,685,459 | (19,779,220) | ||||||||
Ending Balance, Shares at Mar. 31, 2022 | 1,044,302 | |||||||||||
Beginning Balance at Dec. 31, 2021 | $ 20,857,453 | |||||||||||
Beginning Balance, Shares at Dec. 31, 2021 | 13,802,758 | |||||||||||
Beginning Balance at Dec. 31, 2021 | (14,686,247) | $ 31 | 2,213,547 | (16,899,825) | ||||||||
Beginning Balance, Shares at Dec. 31, 2021 | 308,443 | |||||||||||
Net loss | (11,964,663) | |||||||||||
Ending Balance at Jun. 30, 2022 | $ 4,345,022 | |||||||||||
Ending Balance, Shares at Jun. 30, 2022 | 4,305 | |||||||||||
Ending Balance at Jun. 30, 2022 | (1,792,079) | $ 1,594 | 27,070,815 | (28,864,488) | ||||||||
Ending Balance, Shares at Jun. 30, 2022 | 15,937,185 | |||||||||||
Beginning Balance at Mar. 31, 2022 | $ 20,857,453 | |||||||||||
Beginning Balance, Shares at Mar. 31, 2022 | 13,802,758 | |||||||||||
Beginning Balance at Mar. 31, 2022 | (17,093,656) | $ 105 | 2,685,459 | (19,779,220) | ||||||||
Beginning Balance, Shares at Mar. 31, 2022 | 1,044,302 | |||||||||||
Issuance of common stock upon exercise of stock options, net of shares withheld to settle tax withholding requirements | 230,071 | $ 68 | 230,003 | |||||||||
Issuance of common stock upon exercise of stock options, net of shares withheld to settle tax withholding requirements, Shares | 679,265 | |||||||||||
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 | $ 201,168 | |||||||||||
Accretion of convertible preferred stock to redemption value | (201,168) | (201,168) | ||||||||||
Stock-based compensation expense | 56,739 | 56,739 | ||||||||||
Net loss | (9,085,268) | (9,085,268) | ||||||||||
Ending Balance at Jun. 30, 2022 | $ 4,345,022 | |||||||||||
Ending Balance, Shares at Jun. 30, 2022 | 4,305 | |||||||||||
Ending Balance at Jun. 30, 2022 | (1,792,079) | $ 1,594 | 27,070,815 | (28,864,488) | ||||||||
Ending Balance, Shares at Jun. 30, 2022 | 15,937,185 | |||||||||||
Beginning Balance at Dec. 31, 2022 | $ 4,517,710 | |||||||||||
Beginning Balance, Shares at Dec. 31, 2022 | 4,305 | |||||||||||
Beginning Balance at Dec. 31, 2022 | (6,247,088) | $ 1,671 | 28,655,164 | (34,903,923) | ||||||||
Beginning Balance, Shares at Dec. 31, 2022 | 16,709,221 | |||||||||||
Issuance of common stock | $ 3,200,449 | $ 49,158 | $ 240 | $ 4 | $ 3,200,209 | $ 49,154 | ||||||
Issuance of common stock, shares | 2,406,242 | 37,230 | ||||||||||
Accretion of convertible preferred stock to redemption value | $ 86,816 | |||||||||||
Accretion of convertible preferred stock to redemption value | (86,816) | (86,816) | ||||||||||
Stock-based compensation expense | 300,765 | 300,765 | ||||||||||
Net loss | (2,481,312) | (2,481,312) | ||||||||||
Ending Balance at Mar. 31, 2023 | $ 4,604,526 | |||||||||||
Ending Balance, Shares at Mar. 31, 2023 | 4,305 | |||||||||||
Ending Balance at Mar. 31, 2023 | (5,264,844) | $ 1,915 | 32,118,476 | (37,385,235) | ||||||||
Ending Balance, Shares at Mar. 31, 2023 | 19,152,693 | |||||||||||
Beginning Balance at Dec. 31, 2022 | $ 4,517,710 | |||||||||||
Beginning Balance, Shares at Dec. 31, 2022 | 4,305 | |||||||||||
Beginning Balance at Dec. 31, 2022 | $ (6,247,088) | $ 1,671 | 28,655,164 | (34,903,923) | ||||||||
Beginning Balance, Shares at Dec. 31, 2022 | 16,709,221 | |||||||||||
Common stock exercised | 2,445 | |||||||||||
Net loss | $ (3,892,932) | |||||||||||
Ending Balance at Jun. 30, 2023 | $ 4,690,398 | |||||||||||
Ending Balance, Shares at Jun. 30, 2023 | 4,305 | |||||||||||
Ending Balance at Jun. 30, 2023 | (6,350,362) | $ 1,915 | 32,444,578 | (38,796,855) | ||||||||
Ending Balance, Shares at Jun. 30, 2023 | 19,155,138 | |||||||||||
Beginning Balance at Mar. 31, 2023 | $ 4,604,526 | |||||||||||
Beginning Balance, Shares at Mar. 31, 2023 | 4,305 | |||||||||||
Beginning Balance at Mar. 31, 2023 | (5,264,844) | $ 1,915 | 32,118,476 | (37,385,235) | ||||||||
Beginning Balance, Shares at Mar. 31, 2023 | 19,152,693 | |||||||||||
Issuance of common stock upon exercise of stock options | 1,443 | 1,443 | ||||||||||
Common stock exercised | 2,445 | |||||||||||
Accretion of convertible preferred stock to redemption value | $ 85,872 | |||||||||||
Accretion of convertible preferred stock to redemption value | (85,872) | (85,872) | ||||||||||
Conversion of Private Warrants to Public Warrants | 131,562 | 131,562 | ||||||||||
Stock-based compensation expense | 278,969 | 278,969 | ||||||||||
Net loss | (1,411,620) | (1,411,620) | ||||||||||
Ending Balance at Jun. 30, 2023 | $ 4,690,398 | |||||||||||
Ending Balance, Shares at Jun. 30, 2023 | 4,305 | |||||||||||
Ending Balance at Jun. 30, 2023 | $ (6,350,362) | $ 1,915 | $ 32,444,578 | $ (38,796,855) | ||||||||
Ending Balance, Shares at Jun. 30, 2023 | 19,155,138 |
Consolidated Statements of Co_2
Consolidated Statements of Convertible Preferred Stock and Stockholders' Deficit (Unaudited) (Parenthetical) | 3 Months Ended |
Jun. 30, 2022 USD ($) | |
Share issuance costs | $ 7,500,000 |
Series A Convertible Preferred Stock | |
Share issuance costs | $ 161,535 |
Consolidated Statements of Cash
Consolidated Statements of Cash Flows (Unaudited) - USD ($) | 3 Months Ended | 6 Months Ended | ||
Jun. 30, 2023 | Jun. 30, 2022 | Jun. 30, 2023 | Jun. 30, 2022 | |
Cash flows from operating activities: | ||||
Net loss | $ (1,411,620) | $ (9,085,268) | $ (3,892,932) | $ (11,964,663) |
Adjustments to reconcile net loss to net cash used in operating activities: | ||||
Stock-based compensation expense | 278,969 | 56,739 | 579,734 | 99,295 |
Depreciation expense | 25,000 | 22,000 | 53,104 | 46,394 |
Noncash lease expense | 2,816 | 358 | ||
Reverse recapitalization issuance costs in excess of gross proceeds | 6,566,821 | 6,566,821 | ||
Change in fair value of derivative warrant liabilities | (72,591) | (1,454,440) | (99,353) | (1,454,440) |
Changes in operating assets and liabilities: | ||||
Accounts receivable | (215,680) | (100,000) | ||
Prepaid expenses and other current assets | 561,579 | (101,413) | ||
Due from related parties | 286 | |||
Accounts payable | 487,297 | 983,634 | ||
Accrued expenses and other current liabilities | (267,866) | 400,166 | ||
Security deposits | (11,000) | |||
Deferred revenue | (107,970) | |||
Net cash used in operating activities | (2,899,271) | (5,534,562) | ||
Cash flows from investing activities: | ||||
Purchases of property and equipment | (94,009) | (3,453) | ||
Net cash flows used in investing activities | (94,009) | (3,453) | ||
Cash flows from financing activities: | ||||
Proceeds from January 2023 PIPE, net of issuance costs | 1,985,301 | |||
Net proceeds from Transaction and Maxim Private Placement | 3,307,162 | |||
Proceeds from the Arena Purchase Agreement | 49,158 | |||
Repayment of insurance premium financing | (518,552) | |||
Proceeds from exercise of stock options | 1,443 | 659,501 | ||
Net cash provided by financing activities | 1,517,350 | 3,966,663 | ||
Net decrease in cash, cash equivalents and restricted cash | (1,475,930) | (1,571,352) | ||
Cash, cash equivalents and restricted cash at beginning of period | 2,002,232 | 6,560,140 | ||
Cash, cash equivalents, and restricted cash at end of period | 526,302 | 4,988,788 | 526,302 | 4,988,788 |
Supplemental information: | ||||
Cash and cash equivalents | 476,302 | 4,938,788 | 476,302 | 4,938,788 |
Restricted cash | 50,000 | 50,000 | 50,000 | 50,000 |
Total cash, cash equivalents, and restricted cash shown in statements of cash flows | $ 526,302 | $ 4,988,788 | 526,302 | 4,988,788 |
Supplemental disclosure of noncash investing and financing activities: | ||||
Fixed asset additions in accounts payable | 25,154 | |||
Stock issuance costs in accounts payable and accrued expenses and other current liabilities | 383,616 | |||
Acquisition of right-of-use asset | 162,634 | |||
Conversion of convertible preferred stock into common stock | 20,857,453 | |||
Financing of insurance premiums | 647,799 | 1,516,000 | ||
Issuance of common stock to settle stock issuance costs | 3,443,750 | |||
Issuance of common stock in exchange for services by the Company's Board of Directors | 68,125 | |||
Issuance of Series A preferred stock to settle stock issuance costs | 910,000 | |||
Accretion on convertible preferred stock | $ 172,688 | 201,168 | ||
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 | 6 Months Ended |
Jun. 30, 2023 | |
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 pre-clinical 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. 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 | 6 Months Ended |
Jun. 30, 2023 | |
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 condensed 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”). The condensed consolidated financial statements do not include all the information and footnotes required by GAAP for complete financial statements and should be read in conjunction with the Company’s consolidated financial statements and related notes for the years ended December 31, 2022 and 2021 included in the Form 10-K filed with the SEC on March 17, 2023 (the “2022 Annual Report”). The financial information as of June 30, 2023, and for the three and six months ended June 30, 2023 and 2022, is unaudited. In the opinion of management, all adjustments, consisting only of normal recurring adjustments considered necessary for the fair presentation of financial position, results of operations, and cash flows at the dates and for the periods presented, have been included. The balance sheet data as of December 31, 2022 was derived from audited consolidated financial statements. The results of the Company’s operations for any interim periods are not necessarily indicative of the results that may be expected for any other interim period or for a full fiscal year. 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 June 30, 2023, the Company has funded its operations primarily with proceeds from the issuance of equity instruments and convertible notes. The Company has incurred recurring losses since its inception, including a net loss of $ 3.9 million and $ 12.0 million for the six months ended June 30, 2023 and 2022, respectively. In addition, as of June 30, 2023, the Company had an accumulated deficit of $ 38.8 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 June 30, 2023 of $ 0.5 million and subsequent proceeds from the July 2023 private investment in public equity ("PIPE") Financing, refer to Note 16 for details, will be sufficient to fund its operations and capital expenditure requirements for the next twelve months from the date the condensed 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 condensed 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 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 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 condensed consolidated financial statements include, but are not limited to, the 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. Summary of Significant Accounting Policies The significant accounting policies of the Company are set forth in Note 2, Basis of Presentation and Significant Accounting Policies , of the consolidated financial statements included in the 2022 Annual Report. During the three and six months ended June 30, 2023 the Company did not make any changes to its significant accounting policies. Recently Issued 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. |
Fair Value of Financial Assets
Fair Value of Financial Assets and Liabilities | 6 Months Ended |
Jun. 30, 2023 | |
Fair Value Disclosures [Abstract] | |
Fair Value of Financial Assets and Liabilities | 3. 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 June 30, 2023 and December 31, 2022: Fair Value Measurements at June 30, 2023 Using: Level 1 Level 2 Level 3 Total Liabilities: Derivative warrant liabilities $ — $ 46,591 $ — $ 46,591 Fair Value Measurements at December 31, 2022 Using: Level 1 Level 2 Level 3 Total Liabilities: Derivative warrant liabilities $ — $ 277,507 $ — $ 277,507 There were no assets for which fair value was required to be disclosed as of June 30, 2023 or December 31, 2022 . Refer to Note 11 for details of the partial reclassification of Level 2 derivative warrant liabilities in May 2023. |
Prepaid Expenses and Other Curr
Prepaid Expenses and Other Current Assets | 6 Months Ended |
Jun. 30, 2023 | |
Deferred Costs, Capitalized, Prepaid, and Other Assets Disclosure [Abstract] | |
Prepaid Expenses and Other Current Assets | 4. Prepaid Expenses and Other Current Assets Prepaid expenses and other current assets consisted of the following: June 30, December 31, Prepaid insurance $ 1,013,874 $ 913,611 Other 58,845 72,888 Prepaid expenses and other current assets $ 1,072,719 $ 986,499 |
Property and Equipment, Net
Property and Equipment, Net | 6 Months Ended |
Jun. 30, 2023 | |
Property, Plant and Equipment [Abstract] | |
Property and Equipment, Net | 5. Property and Equipment, Net Property and equipment, net consisted of the following: June 30, December 31, Lab equipment $ 676,010 $ 587,650 Leasehold improvements 36,149 36,149 Computer equipment 35,002 32,178 Other equipment 9,411 9,411 Construction in progress 2,825 88,359 759,397 753,747 Less accumulated depreciation ( 549,665 ) ( 496,561 ) Property and equipment, net $ 209,732 $ 257,186 Depreciation expense for the three months ended June 30, 2023 and 2022 was $ 25 thousand and $ 22 thousand, respectively. Depreciation expense for the six months ended June 30, 2023 and 2022 was $ 53 thousand and $ 46 thousand, respectively. |
Accrued Expenses and Other Curr
Accrued Expenses and Other Current Liabilities | 6 Months Ended |
Jun. 30, 2023 | |
Payables and Accruals [Abstract] | |
Accrued Expenses and Other Current Liabilities | 6. Accrued Expenses and Other Current Liabilities Accrued expenses and other current liabilities consisted of the following: June 30, December 31, Accrued bonus $ 446,783 $ 767,093 Professional fees 228,569 282,454 Accrued compensation 118,080 — Accrued vacation 47,090 21,194 Other 119,251 225,023 Accrued expenses and other current liabilities $ 959,773 $ 1,295,764 |
Insurance Premium Financing
Insurance Premium Financing | 6 Months Ended |
Jun. 30, 2023 | |
Insurance Premium Financing [Abstract] | |
Insurance Premium Financing | 7. 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 was $ 1.5 million at an interest rate of 4.00 %. The Company was required to make monthly payments of $ 154 thousand through March 2023 . The Company entered into a renewal with First Insurance Funding in May 2023, financing $ 648 thousand at a rate of 7.30 %. The Company is required to make monthly payments of $ 67 thousand through April 2024 . The outstanding balance as of June 30, 2023 was $ 585 thousand. |
Legacy Comera Convertible Prefe
Legacy Comera Convertible Preferred Stock | 6 Months Ended |
Jun. 30, 2023 | |
Temporary Equity [Line Items] | |
Convertible Preferred Stock | 8. Convertible Preferred Stock As of June 30, 2023 , 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 Convertible Preferred Stock, par value $ 0.0001 per share (“Series A Preferred Stock”). Convertible preferred stock consisted of the following as of June 30, 2023: Par Value Shares Authorized Shares Issued and Carrying Value Liquidation Common Stock Series A Preferred Stock $ 0.0001 4,305 4,305 $ 4,690,398 $ 4,690,398 342,754 In May 2022, the Company issued 4,305 shares of Series A Preferred Stock. The Series A Preferred Stock was issued in connection with the Transaction and the Settlement and Release Agreement (“Settlement Agreement”) in settlement of $ 4.3 million of advisory fees owed to Maxim Group LLC (“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. The holders of Series A 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 June 30, 2023 , no cash dividends have been declared or paid and the Company has $ 386 thousand of cumulative dividends in arrears. As the preferred stock is considered to be contingently redeemable, the preferred stock 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 $ 86 and $ 173 thousand during the three and six months ended June 30, 2023 , respectively, which is considered a deemed dividend. |
Convertible Preferred Stock
Convertible Preferred Stock | 6 Months Ended |
Jun. 30, 2023 | |
Temporary Equity Disclosure [Abstract] | |
Convertible Preferred Stock | 8. Convertible Preferred Stock As of June 30, 2023 , 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 Convertible Preferred Stock, par value $ 0.0001 per share (“Series A Preferred Stock”). Convertible preferred stock consisted of the following as of June 30, 2023: Par Value Shares Authorized Shares Issued and Carrying Value Liquidation Common Stock Series A Preferred Stock $ 0.0001 4,305 4,305 $ 4,690,398 $ 4,690,398 342,754 In May 2022, the Company issued 4,305 shares of Series A Preferred Stock. The Series A Preferred Stock was issued in connection with the Transaction and the Settlement and Release Agreement (“Settlement Agreement”) in settlement of $ 4.3 million of advisory fees owed to Maxim Group LLC (“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. The holders of Series A 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 June 30, 2023 , no cash dividends have been declared or paid and the Company has $ 386 thousand of cumulative dividends in arrears. As the preferred stock is considered to be contingently redeemable, the preferred stock 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 $ 86 and $ 173 thousand during the three and six months ended June 30, 2023 , respectively, which is considered a deemed dividend. |
Common Stock
Common Stock | 6 Months Ended |
Jun. 30, 2022 | |
Stockholders' Equity Note [Abstract] | |
Common Stock | 9. Common Stock As of June 30, 2023 , the authorized capital stock of the Company included 150,000,000 shares of common stock, $ 0.0001 par value per share. 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 Series A Preferred Stock. Each share of common stock entitles the holder to one vote , together with the holders of the preferred stock on an as converted to common stock basis, on all matters submitted to the stockholders for a vote. Common stockholders are entitled to receive dividends, as may be declared by the board of directors, if any, subject to the preferential dividend rights of the preferred stock. Through June 30, 2023 , no cash dividends have been declared or paid. As of June 30, 2023, the Company has reserved the following shares of common stock for future issuance: Exercise of outstanding stock options 2,758,104 Available for issuance under equity compensation plans 243,658 Exercise of outstanding common stock warrants 15,853,816 Conversion of Series A Preferred Stock 1,028,262 Reserved for issuance pursuant to the Arena Purchase Agreement 4,204,644 Total shares of authorized common stock reserved for future issuance 24,088,484 January 2023 PIPE On January 2, 2023, the Company entered into a securities purchase agreement (the “Securities Purchase Agreement”) with a select group of existing shareholders and members of the Company's board of directors (the “Purchasers”), pursuant to which the Company agreed to issue and sell to the Purchasers in a private placement (the “January 2023 PIPE”) an aggregate of 2,406,242 units (collectively, the “Units”), each Unit consisting of (i) one share of common stock, and (ii) one warrant (the “January 2023 PIPE Warrants”) to purchase two shares of 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 PIPE Warrant. The financing closed on January 4, 2023 (the “January 2023 PIPE”), resulting in net proceeds of $ 3.2 million, after deducting offering costs of $ 361 thousand. The gross proceeds net of advanced deposits of $ 1.5 million received in December and $ 68 thousand of non-cash proceeds for board compensation reconciles to the $ 2.0 million proceeds from January 2023 PIPE, net of issuance costs on the statement of cash flows. 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 volume weighted average price (“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 Purchase Agreement. The $ 650 thousand fair value of the Commitment Shares along with $ 379 thousand of other issuance costs related to the Purchase Agreement were recognized as a loss within other expense, net in the year ended December 31, 2022. During the six months ended June 30, 2023 , the Company sold 37,230 shares of common stock at a weighted-average price of $ 1.32 per share, resulting in net proceeds of $ 49 thousand. |
Stock-Based Compensation
Stock-Based Compensation | 6 Months Ended |
Jun. 30, 2023 | |
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items] | |
Stock-Based Compensation | 10. Stock-Based Compensation 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 the Company's 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 underlying number of shares of the Company's common stock, 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 June 30, 2023 , there were 1,157,489 Exchanged Options outstanding, included in the 2,758,104 shares per the table in Note 9, which are potentially exercisable for 1,157,489 shares of 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 2,059,838 . 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. The pool increased by 794,368 shares on January 1, 2023. As of June 30, 2023 , there were 2,758,104 options outstanding, including 150,000 options related to an employee inducement grant in November 2022 as well as the Exchanged Options, with a weighted-average exercise price of $ 1.54 and 243,658 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 Activity The following table summarizes the Company’s stock option activity for the six months ended June 30, 2023: Number of Weighted- Weighted- Aggregate Outstanding as of December 31, 2022 2,152,641 $ 1.67 $ 748 Granted 616,415 1.06 Exercised ( 2,445 ) 0.59 Cancelled or forfeited ( 8,507 ) 0.59 Outstanding as of June 30, 2023 2,758,104 $ 1.54 8.8 $ — Exercisable as of June 30, 2023 992,118 $ 0.98 8.6 $ — 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 options granted during the six months ended June 30, 2023 was $ 0.68 . As of June 30, 2023 , 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 2.9 years. Stock-Based Compensation Stock-based compensation expense was allocated as follows: Three Months Ended June 30, Six months ended June 30, 2023 2022 2023 2022 Cost of revenue $ 1,177 $ 511 $ 3,060 $ 925 Research and development 7,909 2,212 12,849 6,010 General and administrative 269,883 54,016 563,825 92,360 Total stock-based compensation $ 278,969 $ 56,739 $ 579,734 $ 99,295 |
Common Stock Warrants
Common Stock Warrants | 6 Months Ended |
Jun. 30, 2023 | |
Warrants and Rights Note Disclosure [Abstract] | |
Common Stock Warrants | 11. Common Stock Warrants During the six months ended June 30, 2023 , there were 4,812,484 warrants issued. There were no warrants exercised or expired. The following represents a summary of the warrants outstanding and exercisable at June 30, 2023: Number of Shares Underlying Warrants Description Issue Date Classification Exercise Price Expiration Date Outstanding Shares Exercisable Shares 2020 Private Placement Warrants Nov 17, 2020 Liability $ 11.50 May 19, 2027 1,719,212 1,719,212 Public Warrants Nov 17, 2020 Equity $ 11.50 May 19, 2027 9,322,120 9,322,120 January 2023 PIPE Warrants Jan 4, 2023 Equity $ 1.23 Jan 4, 2028 4,812,484 4,812,484 15,853,816 15,853,816 The following table summarizes warrant activity for the six months ended June 30, 2023: Number of Common Warrants Weighted Average Exercise Price Weighted Average Remaining Contractual Term (Years) Aggregate Intrinsic Value Outstanding as of December 31, 2022 11,041,332 $ 11.50 4.38 $ — Warrants issued 4,812,484 $ 1.23 4.51 Outstanding as of June 30, 2023 15,853,816 $ 8.38 4.08 $ — The Company’s freestanding warrant instruments consist of private placement warrants to purchase shares of common stock (the “2020 Private Placement Warrants”) and public warrants to purchase shares of common stock (the “Public Warrants”) that were assumed as part of the Transaction. A portion of the private placement warrants, which were previously accounted for as derivative warrant liabilities, were reclassified as Public Warrants and are now freely tradeable as a result of transfers from the original warrant holders within the sponsor group and the lockup period restriction expiring in May 2023. The Company also issued the January 2023 PIPE Warrants in connection with the January 2023 PIPE. The January 2023 PIPE Warrants are considered freestanding instruments and are immediately exercisable for two shares of the Company's common stock at an exercise price of $ 1.23 per Warrant Share for an aggregate of 4,812,484 Warrant Shares. The January 2023 PIPE Warrants are indexed to the Company's common stock and meet the equity classification criteria. |
Concentrations of Risk
Concentrations of Risk | 6 Months Ended |
Jun. 30, 2023 | |
Risks and Uncertainties [Abstract] | |
Concentrations of Risk | 12. 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 in the six months ended June 30, 2023 and 2022. For the six months ended June 30, 2023 , one customer accounted for all revenue and accounts receivable. For the six months ended June 30, 2022 , two customers accounted for 95 % of revenue. For the year ended December 31, 2022 , one customer accounted for all accounts receivable. |
Income Taxes
Income Taxes | 6 Months Ended |
Jun. 30, 2023 | |
Income Tax Disclosure [Abstract] | |
Income Taxes | 13. Income Taxes The Company had no income tax expense due to operating losses incurred for the three and six months ended June 30, 2023 and 2022. Management of the Company evaluated the positive and negative evidence bearing upon the realizability of its deferred tax assets and determined that it is more likely than not that the Company will not recognize the benefits of the deferred tax assets. As a result, a full valuation allowance was recorded as of June 30, 2023. The Company applies ASC 740, Income Taxes , for the financial statement recognition, measurement, presentation, and disclosure of uncertain tax positions taken or expected to be taken in income tax returns. Unrecognized tax benefits represent tax positions for which reserves have been established. A full valuation allowance has been provided against the Company’s deferred tax assets, so that the effect of the unrecognized tax benefits is to reduce the gross amount of the deferred tax asset and the corresponding valuation allowance. The Company has no material uncertain tax positions as of June 30, 2023 . The Company has never been examined by the Internal Revenue Service, or any other jurisdiction, for any tax years and, as such, all years within the applicable statutes of limitations are potentially subject to audit. |
Net Loss per Share - Basic and
Net Loss per Share - Basic and Diluted | 6 Months Ended |
Jun. 30, 2023 | |
Earnings Per Share [Abstract] | |
Net Loss per Share - Basic and Diluted | 14. Net Loss per Share – Basic and Diluted For the three and six months ended June 30, 2023 and 2022, basic net loss per share is computed by dividing the net loss attributable to common stockholders by the weighted average number of common shares. Undistributed losses were allocated entirely to common stockholders since neither the convertible preferred stock nor the contingently returnable earn-out shares from the Transaction (the “Earn-Out Shares”) are required to share in the losses of the Company. For the three and six months ended June 30, 2023 and 2022, diluted net loss per share is the same as basic net loss per share since the effect of considering options to purchase common stock, warrants to purchase common stock, Earn-Out Shares, and convertible preferred stock in the calculation would be antidilutive. The following potentially dilutive common stock instruments presented based on amounts outstanding at each period end, were excluded from the computation of diluted net loss per share because including them would have had an antidilutive effect: Six months ended June 30, 2023 2022 Options to purchase common stock 2,758,104 1,618,441 Earn-Out Shares 3,150,000 3,150,000 Convertible preferred stock (as converted to common stock) 342,754 342,754 Warrants to purchase common stock 15,853,816 11,041,432 The following table sets forth the calculation of basic and diluted net loss per share: Three Months Ended June 30, Six Months Ended June 30, 2023 2022 2023 2022 Net loss available to common stockholders — basic and diluted $ ( 1,497,492 ) $ ( 9,286,436 ) $ ( 4,065,620 ) $ ( 12,165,831 ) Weighted-average number of common shares used in 19,154,681 8,142,383 19,094,394 4,430,401 Net loss per share attributable to common $ ( 0.08 ) $ ( 1.14 ) $ ( 0.21 ) $ ( 2.75 ) |
Commitments and Contingencies
Commitments and Contingencies | 6 Months Ended |
Jun. 30, 2023 | |
Commitments and Contingencies Disclosure [Abstract] | |
Commitments and Contingencies | 15. 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. On March 10, 2021, the Company extended the lease agreement through June 30, 2024 with monthly payments 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 aggregate monthly payments of $ 18 thousand, subject to annual increases 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 June 30, 2023, are as follows: Operating Leases Maturity of lease liabilities 2023 $ 108,773 2024 123,077 Total lease liabilities 231,850 Less imputed interest ( 9,971 ) Present value of operating lease liability as of June 30, 2023 $ 221,879 Reported as of June 30, 2023 Lease liabilities — current $ 221,879 Lease liabilities — noncurrent — $ 221,879 As the Company’s lease agreements do not state 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 June 30, 2023 is 8.0 %. The weighted-average lease term as of June 30, 2023 is 1.0 year. During the six months ended June 30, 2023 and 2022 operating cash flows used for operating leases was $ 109 thousand and $ 88 thousand, respectively. During the six months ended June 30, 2023 and 2022 , lease cost was $ 112 thousand and $ 90 thousand, respectively. Amounts included in restricted cash as of June 30, 2023 and December 31, 2022 included $ 50 thousand held to collateralize a letter of credit issued as a security deposit in connection with the Company’s lease of its corporate facility and for certain credit cards. 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 as of June 30, 2023, 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. In addition, the Company has entered into indemnification agreements with members of its board of directors and its executive officers that will require the Company, among other things, to indemnify them against certain liabilities that may arise by reason of their status or service as directors or officers. In addition, the Company maintains officers and directors insurance coverage. The maximum potential amount of future payments the Company could be required to make under these indemnification agreements is unlimited. Through June 30, 2023 , the Company had no t experienced any losses related to these indemnification agreements and no material claims were outstanding. |
Subsequent Events
Subsequent Events | 6 Months Ended |
Jun. 30, 2023 | |
Subsequent Events [Abstract] | |
Subsequent Events | 16. Subsequent Events July 2023 PIPE Financing On July 31, 2023, the Company entered into a securities purchase agreement (the “July 2023 PIPE Purchase Agreement,” and the transactions contemplated t hereby, the “July 2023 PIPE Financing”) with certain purchasers (“the Purchasers” and each a "Purchaser"), pursuant to which the Company agreed to issue and sell to the Purchasers in the July 2023 PIPE Financing an aggregate of 7,960,867 shares (the "Shares") of the Company's common stock at a purchase price of $ 0.51125 per Share and accompanying warrants to purchase up to 19,902,191 shares of common stock (the "Warrant Shares") at an exercise price of $ 0.6135 per Warrant Share, for an aggregate purchase price of approximately $ 4.1 million. The July 2023 PIPE Financing will be consummated in two separate closings. The first closing was subject to customary representations and warranties and closing conditions and took place on July 31, 2023 and the Company sold an aggregate of 4,399,016 Shares and accompanying warrants to purchase up to 10,997,550 Warrant Shares for gross proceeds of $ 2.25 million. The second closing will include the sale and issuance of an additional 3,561,851 Shares and warrants to purchase up to an additional 8,904,641 Warrant Shares (the “Subsequent Closing”) for gross proceeds of $ 1.8 million. The second closing is conditioned upon, among other customary closing conditions, receipt of stockholder approval of the July 2023 PIPE Financing. If the stockholders do not approve the July 2023 PIPE Financing, the Subsequent Closing will not take place. The Company intends to use the proceeds from the July 2023 PIPE Financing for working capital and general corporate purposes. July 2023 Subscription Agreement On July 31, 2023, the Company entered into a Subscription Agreement (the “July 2023 Subscription Agreement”) with a third-party vendor pursuant to which it issued and sold a total of 388,486 shares of the Company’s common stock to the third-party vendor as partial consideration for services rendered, at a purchase price equal to $ 0.6135 per share, for an aggregate purchase price of approximately $ 0.2 million. |
Basis of Presentation and Sig_2
Basis of Presentation and Significant Accounting Policies (Policies) | 6 Months Ended |
Jun. 30, 2023 | |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | |
Basis of Presentation | Basis of Presentation The accompanying condensed 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”). The condensed consolidated financial statements do not include all the information and footnotes required by GAAP for complete financial statements and should be read in conjunction with the Company’s consolidated financial statements and related notes for the years ended December 31, 2022 and 2021 included in the Form 10-K filed with the SEC on March 17, 2023 (the “2022 Annual Report”). The financial information as of June 30, 2023, and for the three and six months ended June 30, 2023 and 2022, is unaudited. In the opinion of management, all adjustments, consisting only of normal recurring adjustments considered necessary for the fair presentation of financial position, results of operations, and cash flows at the dates and for the periods presented, have been included. The balance sheet data as of December 31, 2022 was derived from audited consolidated financial statements. The results of the Company’s operations for any interim periods are not necessarily indicative of the results that may be expected for any other interim period or for a full fiscal year. |
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 June 30, 2023, the Company has funded its operations primarily with proceeds from the issuance of equity instruments and convertible notes. The Company has incurred recurring losses since its inception, including a net loss of $ 3.9 million and $ 12.0 million for the six months ended June 30, 2023 and 2022, respectively. In addition, as of June 30, 2023, the Company had an accumulated deficit of $ 38.8 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 June 30, 2023 of $ 0.5 million and subsequent proceeds from the July 2023 private investment in public equity ("PIPE") Financing, refer to Note 16 for details, will be sufficient to fund its operations and capital expenditure requirements for the next twelve months from the date the condensed 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 condensed 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 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 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 condensed consolidated financial statements include, but are not limited to, the 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. |
Summary of Significant Accounting Policies | Summary of Significant Accounting Policies The significant accounting policies of the Company are set forth in Note 2, Basis of Presentation and Significant Accounting Policies , of the consolidated financial statements included in the 2022 Annual Report. During the three and six months ended June 30, 2023 the Company did not make any changes to its significant accounting policies. |
Recently Issued Accounting Pronouncements | Recently Issued 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. |
Fair Value of Financial Asset_2
Fair Value of Financial Assets and Liabilities (Tables) | 6 Months Ended |
Jun. 30, 2023 | |
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 June 30, 2023 and December 31, 2022: Fair Value Measurements at June 30, 2023 Using: Level 1 Level 2 Level 3 Total Liabilities: Derivative warrant liabilities $ — $ 46,591 $ — $ 46,591 Fair Value Measurements at December 31, 2022 Using: 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) | 6 Months Ended |
Jun. 30, 2023 | |
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: June 30, December 31, Prepaid insurance $ 1,013,874 $ 913,611 Other 58,845 72,888 Prepaid expenses and other current assets $ 1,072,719 $ 986,499 |
Property and Equipment, Net (Ta
Property and Equipment, Net (Tables) | 6 Months Ended |
Jun. 30, 2023 | |
Property, Plant and Equipment [Abstract] | |
Schedule of Property and Equipment, Net | Property and equipment, net consisted of the following: June 30, December 31, Lab equipment $ 676,010 $ 587,650 Leasehold improvements 36,149 36,149 Computer equipment 35,002 32,178 Other equipment 9,411 9,411 Construction in progress 2,825 88,359 759,397 753,747 Less accumulated depreciation ( 549,665 ) ( 496,561 ) Property and equipment, net $ 209,732 $ 257,186 |
Accrued Expenses and Other Cu_2
Accrued Expenses and Other Current Liabilities (Tables) | 6 Months Ended |
Jun. 30, 2023 | |
Payables and Accruals [Abstract] | |
Schedule of Accrued Expenses and Other Current Liabilities | Accrued expenses and other current liabilities consisted of the following: June 30, December 31, Accrued bonus $ 446,783 $ 767,093 Professional fees 228,569 282,454 Accrued compensation 118,080 — Accrued vacation 47,090 21,194 Other 119,251 225,023 Accrued expenses and other current liabilities $ 959,773 $ 1,295,764 |
Convertible Preferred Stock (Ta
Convertible Preferred Stock (Tables) | 6 Months Ended |
Jun. 30, 2023 | |
Temporary Equity Disclosure [Abstract] | |
Schedule of Convertible Preferred Stock | Convertible preferred stock consisted of the following as of June 30, 2023: Par Value Shares Authorized Shares Issued and Carrying Value Liquidation Common Stock Series A Preferred Stock $ 0.0001 4,305 4,305 $ 4,690,398 $ 4,690,398 342,754 |
Common Stock (Tables)
Common Stock (Tables) | 6 Months Ended |
Jun. 30, 2023 | |
Stockholders' Equity Note [Abstract] | |
Schedule of common stock reserved for future issuance | As of June 30, 2023, the Company has reserved the following shares of common stock for future issuance: Exercise of outstanding stock options 2,758,104 Available for issuance under equity compensation plans 243,658 Exercise of outstanding common stock warrants 15,853,816 Conversion of Series A Preferred Stock 1,028,262 Reserved for issuance pursuant to the Arena Purchase Agreement 4,204,644 Total shares of authorized common stock reserved for future issuance 24,088,484 |
Stock-Based Compensation (Table
Stock-Based Compensation (Tables) | 6 Months Ended |
Jun. 30, 2023 | |
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items] | |
Summary of Stock Option Activity | The following table summarizes the Company’s stock option activity for the six months ended June 30, 2023: Number of Weighted- Weighted- Aggregate Outstanding as of December 31, 2022 2,152,641 $ 1.67 $ 748 Granted 616,415 1.06 Exercised ( 2,445 ) 0.59 Cancelled or forfeited ( 8,507 ) 0.59 Outstanding as of June 30, 2023 2,758,104 $ 1.54 8.8 $ — Exercisable as of June 30, 2023 992,118 $ 0.98 8.6 $ — |
Summary of Stock-based Compensation Expense | Stock-based compensation expense was allocated as follows: Three Months Ended June 30, Six months ended June 30, 2023 2022 2023 2022 Cost of revenue $ 1,177 $ 511 $ 3,060 $ 925 Research and development 7,909 2,212 12,849 6,010 General and administrative 269,883 54,016 563,825 92,360 Total stock-based compensation $ 278,969 $ 56,739 $ 579,734 $ 99,295 |
Common Stock Warrants (Tables)
Common Stock Warrants (Tables) | 6 Months Ended |
Jun. 30, 2023 | |
Warrants and Rights Note Disclosure [Abstract] | |
Summary of Warrants Outstanding and Exercisable | The following represents a summary of the warrants outstanding and exercisable at June 30, 2023: Number of Shares Underlying Warrants Description Issue Date Classification Exercise Price Expiration Date Outstanding Shares Exercisable Shares 2020 Private Placement Warrants Nov 17, 2020 Liability $ 11.50 May 19, 2027 1,719,212 1,719,212 Public Warrants Nov 17, 2020 Equity $ 11.50 May 19, 2027 9,322,120 9,322,120 January 2023 PIPE Warrants Jan 4, 2023 Equity $ 1.23 Jan 4, 2028 4,812,484 4,812,484 15,853,816 15,853,816 |
Summarizes Warrant Activity | The following table summarizes warrant activity for the six months ended June 30, 2023: Number of Common Warrants Weighted Average Exercise Price Weighted Average Remaining Contractual Term (Years) Aggregate Intrinsic Value Outstanding as of December 31, 2022 11,041,332 $ 11.50 4.38 $ — Warrants issued 4,812,484 $ 1.23 4.51 Outstanding as of June 30, 2023 15,853,816 $ 8.38 4.08 $ — |
Net Loss per Share - Basic an_2
Net Loss per Share - Basic and Diluted (Tables) | 6 Months Ended |
Jun. 30, 2023 | |
Earnings Per Share [Abstract] | |
Schedule of Potentially Dilutive Common Stock Instruments Excluded from Computation of Diluted Net Loss Per Share | The following potentially dilutive common stock instruments presented based on amounts outstanding at each period end, were excluded from the computation of diluted net loss per share because including them would have had an antidilutive effect: Six months ended June 30, 2023 2022 Options to purchase common stock 2,758,104 1,618,441 Earn-Out Shares 3,150,000 3,150,000 Convertible preferred stock (as converted to common stock) 342,754 342,754 Warrants to purchase common stock 15,853,816 11,041,432 |
Schedule of Calculation of Basic and Diluted Net Loss Per Share | The following table sets forth the calculation of basic and diluted net loss per share: Three Months Ended June 30, Six Months Ended June 30, 2023 2022 2023 2022 Net loss available to common stockholders — basic and diluted $ ( 1,497,492 ) $ ( 9,286,436 ) $ ( 4,065,620 ) $ ( 12,165,831 ) Weighted-average number of common shares used in 19,154,681 8,142,383 19,094,394 4,430,401 Net loss per share attributable to common $ ( 0.08 ) $ ( 1.14 ) $ ( 0.21 ) $ ( 2.75 ) |
Commitments and Contingencies (
Commitments and Contingencies (Tables) | 6 Months Ended |
Jun. 30, 2023 | |
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 June 30, 2023, are as follows: Operating Leases Maturity of lease liabilities 2023 $ 108,773 2024 123,077 Total lease liabilities 231,850 Less imputed interest ( 9,971 ) Present value of operating lease liability as of June 30, 2023 $ 221,879 Reported as of June 30, 2023 Lease liabilities — current $ 221,879 Lease liabilities — noncurrent — $ 221,879 |
Organization - Additional Infor
Organization - Additional Information (Details) | 6 Months Ended |
Jun. 30, 2023 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_3
Basis of Presentation and Significant Accounting Policies - Additional Information (Details) - USD ($) | 3 Months Ended | 6 Months Ended | ||||||
Jun. 30, 2023 | Mar. 31, 2023 | Jun. 30, 2022 | Mar. 31, 2022 | Jun. 30, 2023 | Jun. 30, 2022 | Dec. 31, 2022 | Dec. 31, 2021 | |
Product Information [Line Items] | ||||||||
Net loss | $ 1,411,620 | $ 2,481,312 | $ 9,085,268 | $ 2,879,395 | $ 3,892,932 | $ 11,964,663 | ||
Accumulated deficit | 38,796,855 | 38,796,855 | $ 34,903,923 | |||||
Cash and cash equivalents on hand | 476,302 | 4,938,788 | 476,302 | 4,938,788 | 446,607 | |||
Cash, cash equivalents and restricted cash on hand | $ 526,302 | $ 4,988,788 | $ 526,302 | $ 4,988,788 | $ 2,002,232 | $ 6,560,140 | ||
Common stock, par value | $ 0.0001 | $ 0.0001 | $ 0.0001 |
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 - USD ($) | Jun. 30, 2023 | Dec. 31, 2022 |
Fair Value, Balance Sheet Grouping, Financial Statement Captions [Line Items] | ||
Liabilities | $ 46,591 | $ 277,507 |
Level 2 | ||
Fair Value, Balance Sheet Grouping, Financial Statement Captions [Line Items] | ||
Liabilities | $ 46,591 | $ 277,507 |
Prepaid Expenses and Other Cu_3
Prepaid Expenses and Other Current Assets - Summary of Prepaid Expenses and Other Current Assets (Details) - USD ($) | Jun. 30, 2023 | Dec. 31, 2022 |
Deferred Costs, Capitalized, Prepaid, and Other Assets Disclosure [Abstract] | ||
Prepaid insurance | $ 1,013,874 | $ 913,611 |
Other | 58,845 | 72,888 |
Prepaid expenses and other current assets | $ 1,072,719 | $ 986,499 |
Property and Equipment, Net - S
Property and Equipment, Net - Schedule of Property and Equipment, Net (Details) - USD ($) | Jun. 30, 2023 | Dec. 31, 2022 |
Property, Plant and Equipment [Line Items] | ||
Property and equipment, gross | $ 759,397 | $ 753,747 |
Less accumulated depreciation | (549,665) | (496,561) |
Property and equipment, net | 209,732 | 257,186 |
Lab Equipment | ||
Property, Plant and Equipment [Line Items] | ||
Property and equipment, gross | 676,010 | 587,650 |
Leasehold Improvements | ||
Property, Plant and Equipment [Line Items] | ||
Property and equipment, gross | 36,149 | 36,149 |
Computer Equipment | ||
Property, Plant and Equipment [Line Items] | ||
Property and equipment, gross | 35,002 | 32,178 |
Other Equipment | ||
Property, Plant and Equipment [Line Items] | ||
Property and equipment, gross | 9,411 | 9,411 |
Construction In Progress | ||
Property, Plant and Equipment [Line Items] | ||
Property and equipment, gross | $ 2,825 | $ 88,359 |
Property and Equipment, Net - A
Property and Equipment, Net - Additional Information (Details) - USD ($) | 3 Months Ended | 6 Months Ended | ||
Jun. 30, 2023 | Jun. 30, 2022 | Jun. 30, 2023 | Jun. 30, 2022 | |
Property, Plant and Equipment [Abstract] | ||||
Depreciation expense | $ 25,000 | $ 22,000 | $ 53,104 | $ 46,394 |
Accrued Expenses and Other Cu_3
Accrued Expenses and Other Current Liabilities - Schedule of Accrued Expenses and Other Current Liabilities (Details) - USD ($) | Jun. 30, 2023 | Dec. 31, 2022 |
Payables and Accruals [Abstract] | ||
Accrued bonus | $ 446,783 | $ 767,093 |
Professional fees | 228,569 | 282,454 |
Accrued compensation | 118,080 | |
Accrued vacation | 47,090 | 21,194 |
Other | 119,251 | 225,023 |
Accrued expenses and other current liabilities | $ 959,773 | $ 1,295,764 |
Insurance Premium Financing (Ad
Insurance Premium Financing (Additional Information) (Details) - USD ($) | 1 Months Ended | |||
May 31, 2023 | May 31, 2022 | Jun. 30, 2023 | Dec. 31, 2022 | |
Debt Instrument [Line Items] | ||||
Outstanding balance | $ 584,809 | $ 455,562 | ||
Finance Agreement | First Insurance Funding | ||||
Debt Instrument [Line Items] | ||||
Amount financed | $ 648,000 | $ 1,500,000 | ||
Interest rate | 7.30% | 4% | ||
Frequency of periodic payment | monthly | monthly | ||
Monthly payment | $ 67,000 | $ 154,000 | ||
Maturity date | Apr. 30, 2024 | Mar. 31, 2023 | ||
Outstanding balance | $ 585,000 |
Legacy Comera Convertible Pre_2
Legacy Comera Convertible Preferred Stock - Additional Information (Details) - $ / shares | Jun. 30, 2023 | Dec. 31, 2022 |
Temporary Equity [Line Items] | ||
Convertible preferred stock, shares authorized | 1,000,000 | 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 | 4,305 |
Convertible preferred stock, par value | $ 0.0001 | $ 0.0001 |
Convertible preferred stock, shares issued | 4,305 | 4,305 |
Convertible Preferred Stock - A
Convertible Preferred Stock - Additional Information (Details) - USD ($) $ / shares in Units, $ in Thousands | 1 Months Ended | 3 Months Ended | 6 Months Ended | ||
May 31, 2022 | Jun. 30, 2023 | Jun. 30, 2022 | Jun. 30, 2023 | Dec. 31, 2022 | |
Temporary Equity [Line Items] | |||||
Convertible preferred stock, shares authorized | 1,000,000 | 1,000,000 | 1,000,000 | ||
Convertible preferred stock, par value | $ 0.0001 | $ 0.0001 | |||
Accretion of preferred stock considered as deemed dividend | $ 86 | $ 173 | |||
Series A Preferred Stock | |||||
Temporary Equity [Line Items] | |||||
Convertible preferred stock, shares authorized | 4,305 | 4,305 | 4,305 | ||
Convertible preferred stock, par value | $ 0.0001 | $ 0.0001 | $ 0.0001 | ||
Convertible preferred stock, shares issued | 4,305 | ||||
Dividend payment terms, description | The holders of Series A 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%. | ||||
Cumulative dividends in arrears | $ 386 | ||||
Series A Preferred Stock | Transaction and Settlement Agreement | |||||
Temporary Equity [Line Items] | |||||
Convertible preferred stock, shares issued | 4,305 | ||||
Purchase price per share | $ 1,000 | ||||
Issuance costs for convertible preferred stock | $ 162 | ||||
Series A Preferred Stock | Transaction and Settlement Agreement | Maxim Group LLC. | |||||
Temporary Equity [Line Items] | |||||
Advisory fees | $ 4,300 |
Convertible Preferred Stock - S
Convertible Preferred Stock - Schedule of Convertible Preferred Stock (Details) - USD ($) | Jun. 30, 2023 | Mar. 31, 2023 | Dec. 31, 2022 | Jun. 30, 2022 |
Temporary Equity [Line Items] | ||||
Par Value | $ 0.0001 | |||
Shares Authorized | 1,000,000 | 1,000,000 | ||
Common Stock Issuable Upon Conversion | 1,028,262 | |||
Series A Preferred Stock | ||||
Temporary Equity [Line Items] | ||||
Par Value | $ 0.0001 | $ 0.0001 | ||
Shares Authorized | 4,305 | 4,305 | ||
Shares Issued | 4,305 | 4,305 | ||
Shares Outstanding | 4,305 | 4,305 | 4,305 | 4,305 |
Carrying Value | $ 4,690,398 | $ 4,604,526 | $ 4,517,710 | $ 4,345,022 |
Liquidation Preference | $ 4,690,398 | |||
Common Stock Issuable Upon Conversion | 342,754 |
Common Stock (Additional Inform
Common Stock (Additional Information) (Details) - USD ($) | 6 Months Ended | 12 Months Ended | |||
Jan. 04, 2023 | Jan. 02, 2023 | Aug. 31, 2022 | Jun. 30, 2023 | Dec. 31, 2022 | |
Subsidiary, Sale of Stock [Line Items] | |||||
Proceeds from issuance of common stock | $ 49,158 | ||||
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 | ||||
Excercise price of warrants | $ 8.38 | $ 11.5 | |||
Gross proceeds net of advanced deposits | $ 1,500,000 | ||||
Non-cash proceeds for board compensation | $ 68,000 | ||||
Proceeds from January 2023 PIPE, net of issuance costs | $ 1,985,301 | ||||
Purchase Agreement | Arena Business Solutions Global SPC II, Ltd. | Common Stock | |||||
Subsidiary, Sale of Stock [Line Items] | |||||
Number of common stock sold | 37,230 | ||||
Proceeds from issuance of common stock | $ 49,000 | ||||
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 | $ 1.32 | ||||
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 | ||||
2023 PIPE Purchase Agreement | |||||
Subsidiary, Sale of Stock [Line Items] | |||||
Net proceeds from issuance of common stock and warrants | $ 3,200,000 | ||||
Deferred offering costs paid in cash | $ 361,000 | ||||
Units issued | 2,406,242 | ||||
Price per unit | $ 1.48 | ||||
2023 Private Placement Warrant | |||||
Subsidiary, Sale of Stock [Line Items] | |||||
Excercise price of warrants | $ 1.23 | ||||
Issuance of common stock and warrants in connection with common stock purchase agreement | $ 3,600,000 | ||||
Price per unit | $ 0.25 |
Common Stock - Schedule of Comm
Common Stock - Schedule of Common Stock Reserved for Future Issuance (Details) - shares | Jun. 30, 2023 | Dec. 31, 2022 |
Equity [Abstract] | ||
Exercise of outstanding stock options | 2,758,104 | 2,152,641 |
Available for issuance under equity compensation plans | 243,658 | |
Exercise of outstanding common stock warrants | 15,853,816 | 11,041,332 |
Conversion of Series A Preferred Stock | 1,028,262 | |
Reserved for issuance pursuant to the Arena Purchase Agreement | 4,204,644 | |
Common Stock, Capital Shares Reserved for Future Issuance, Total | 24,088,484 |
Stock-Based Compensation - Addi
Stock-Based Compensation - Additional Information (Details) - USD ($) $ / shares in Units, $ in Millions | 6 Months Ended | ||
Jun. 30, 2023 | Jan. 01, 2023 | Dec. 31, 2022 | |
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items] | |||
Number of shares, exercisable | 992,118 | ||
Shares exercisable, weighted-average exercise price | $ 0.98 | ||
Number of options outstanding | 2,758,104 | 2,152,641 | |
Options outstanding, weighted-average exercise price | $ 1.54 | $ 1.67 | |
Shares available for future grant | 243,658 | ||
Weighted-average grant date fair value of options granted | $ 0.68 | ||
Unrecognized compensation cost | $ 1.9 | ||
Unrecognized compensation cost related to non-vested awards, expected period | 2 years 10 months 24 days | ||
2021 Stock option and Grant Plan | |||
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items] | |||
Number of shares, exercisable | 1,157,489 | ||
Shares exercisable, weighted-average exercise price | $ 0.59 | ||
Number of exchanged options | 1,157,489 | ||
2022 Equity and Incentive Plan | |||
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items] | |||
Number of shares authorized for issuance | 2,059,838 | ||
Percentage of increase in shares of stock outstanding | 4% | ||
Number of shares increased | 794,368 | ||
Number of options outstanding | 2,758,104 | ||
Options outstanding, weighted-average exercise price | $ 1.54 | ||
Shares available for future grant | 243,658 | ||
2022 Equity and Incentive Plan | Employee Inducement Grant November 2022 | |||
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items] | |||
Number of options outstanding | 150,000 |
Stock-Based Compensation - Summ
Stock-Based Compensation - Summary of Stock Option Activity (Details) - USD ($) $ / shares in Units, $ in Thousands | 6 Months Ended |
Jun. 30, 2023 | |
Share-Based Compensation Arrangement by Share-Based Payment Award, Options, Outstanding [Roll Forward] | |
Number of options, Outstanding beginning balance | 2,152,641 |
Number of options, Granted | 616,415 |
Number of options, Exercised | 2,445 |
Number of options, Cancelled or forfeited | (8,507) |
Number of options, Outstanding ending balance | 2,758,104 |
Number of options, Exercisable | 992,118 |
Share-Based Compensation Arrangement by Share-Based Payment Award, Options, Outstanding, Weighted Average Exercise Price [Abstract] | |
Weighted-average exercise price, Outstanding beginning balance | $ 1.67 |
Weighted-average exercise price, Granted | 1.06 |
Weighted-average exercise price, Exercised | 0.59 |
Weighted-average exercise price, Cancelled or forfeited | 0.59 |
Weighted-average exercise price, Outstanding ending balance | 1.54 |
Weighted-average exercise price, Exercisable | $ 0.98 |
Share Based Compensation Arrangement By Share Based Payment Award Options Weighted Average Remaining Contractual Term [Abstract] | |
Weighted-average remaining contractual term (years), Outstanding | 8 years 9 months 18 days |
Weighted-average remaining contractual term (years), Exercisable | 8 years 7 months 6 days |
Share Based Compensation Arrangement By Share Based Payment Award Options Aggregate Intrinsic Value [Abstract] | |
Aggregate intrinsic value, Outstanding beginning balance | $ 748 |
Stock-Based Compensation - Su_2
Stock-Based Compensation - Summary of Stock-based Compensation Expense (Details) - USD ($) | 3 Months Ended | 6 Months Ended | ||
Jun. 30, 2023 | Jun. 30, 2022 | Jun. 30, 2023 | Jun. 30, 2022 | |
Stock-based compensation expense | ||||
Stock-based compensation expense | $ 278,969 | $ 56,739 | $ 579,734 | $ 99,295 |
Cost of Revenue | ||||
Stock-based compensation expense | ||||
Stock-based compensation expense | 1,177 | 511 | 3,060 | 925 |
Research and Development | ||||
Stock-based compensation expense | ||||
Stock-based compensation expense | 7,909 | 2,212 | 12,849 | 6,010 |
General and Administrative | ||||
Stock-based compensation expense | ||||
Stock-based compensation expense | $ 269,883 | $ 54,016 | $ 563,825 | $ 92,360 |
Common Stock Warrants - Additio
Common Stock Warrants - Additional Information (Details) - $ / shares | 6 Months Ended | |
Jun. 30, 2023 | Dec. 31, 2022 | |
Class of Warrant or Right [Line Items] | ||
Warrants issued | 4,812,484 | |
Warrants exercised | 0 | |
Warrants expired | 0 | |
Excercise price of warrants | $ 8.38 | $ 11.5 |
January 2023 PIPE Warrants | ||
Class of Warrant or Right [Line Items] | ||
Number of securities called by each warrant or right | 2 | |
Excercise price of warrants | $ 1.23 | |
Number of warrants (in shares) | 4,812,484 |
Common Stock Warrants - Summary
Common Stock Warrants - Summary of Warrants Outstanding and Exercisable (Details) - $ / shares | 6 Months Ended | |
Jun. 30, 2023 | Dec. 31, 2022 | |
Class of Warrant or Right [Line Items] | ||
Exercise Price | $ 8.38 | $ 11.5 |
Number of Shares Underlying Warrants, Outstanding Shares | 15,853,816 | 11,041,332 |
Number of Shares Underlying Warrants, Exercisable Shares | 15,853,816 | |
2020 Private Placement Warrants | ||
Class of Warrant or Right [Line Items] | ||
Issue Date | Nov. 17, 2020 | |
Classification | Liability | |
Exercise Price | $ 11.5 | |
Expiration Date | May 19, 2027 | |
Number of Shares Underlying Warrants, Outstanding Shares | 1,719,212 | |
Number of Shares Underlying Warrants, Exercisable Shares | 1,719,212 | |
Public Warrants | ||
Class of Warrant or Right [Line Items] | ||
Issue Date | Nov. 17, 2020 | |
Classification | Equity | |
Exercise Price | $ 11.5 | |
Expiration Date | May 19, 2027 | |
Number of Shares Underlying Warrants, Outstanding Shares | 9,322,120 | |
Number of Shares Underlying Warrants, Exercisable Shares | 9,322,120 | |
January 2023 PIPE Warrants | ||
Class of Warrant or Right [Line Items] | ||
Issue Date | Jan. 04, 2023 | |
Classification | Equity | |
Exercise Price | $ 1.23 | |
Expiration Date | Jan. 04, 2028 | |
Number of Shares Underlying Warrants, Outstanding Shares | 4,812,484 | |
Number of Shares Underlying Warrants, Exercisable Shares | 4,812,484 |
Common Stock Warrants - Summari
Common Stock Warrants - Summarizes Warrant Activity (Details) - $ / shares | 6 Months Ended | 12 Months Ended |
Jun. 30, 2023 | Dec. 31, 2022 | |
Warrants and Rights Note Disclosure [Abstract] | ||
Number of Common Warrants, Outstanding, beginning balance | 11,041,332 | |
Number of Common Warrants, issued | 4,812,484 | |
Number of Common Warrants, Outstanding, ending balance | 15,853,816 | 11,041,332 |
Weighted Average Exercise Price, Outstanding beginning balance | $ 11.5 | |
Weighted Average Exercise Price | 1.23 | |
Weighted Average Exercise Price, Outstanding ending balance | $ 8.38 | $ 11.5 |
Weighted Average Remaining Contractual Term (Years), Outstanding | 4 years 29 days | 4 years 4 months 17 days |
Weighted Average Remaining Contractual Term (Years), Warrants issued | 4 years 6 months 3 days |
Concentrations of Risk (Additio
Concentrations of Risk (Additional Information) (Details) - Customer Concentration Risk - Customer - Customer | 6 Months Ended | 12 Months Ended | |
Jun. 30, 2023 | Jun. 30, 2022 | Dec. 31, 2022 | |
Revenue and Accounts Payable | |||
Concentration Risk [Line Items] | |||
Number of customer | 1 | ||
Accounts Receivable | |||
Concentration Risk [Line Items] | |||
Number of customer | 1 | ||
Revenue | |||
Concentration Risk [Line Items] | |||
Concentration risk | 95% | ||
Number of customer | 2 |
Income Taxes (Additional Inform
Income Taxes (Additional Information) (Details) - USD ($) | 3 Months Ended | 6 Months Ended | ||
Jun. 30, 2023 | Jun. 30, 2022 | Jun. 30, 2023 | Jun. 30, 2022 | |
Income Tax Disclosure [Abstract] | ||||
Income tax expense | $ 0 | $ 0 | $ 0 | $ 0 |
Net Loss per Share - Basic an_3
Net Loss per Share - Basic and Diluted - Schedule of Potentially Dilutive Common Stock Instruments Excluded from Computation of Diluted Net Loss Per Share (Details) - shares | 6 Months Ended | |
Jun. 30, 2023 | Jun. 30, 2022 | |
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | ||
Antidilutive securities excluded from computation of earnings per share, amount | 3,150,000 | 3,150,000 |
Employee Stock Option [Member] | ||
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | ||
Antidilutive securities excluded from computation of earnings per share, amount | 2,758,104 | 1,618,441 |
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 | 342,754 |
Warrant [Member] | ||
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | ||
Antidilutive securities excluded from computation of earnings per share, amount | 15,853,816 | 11,041,432 |
Net Loss per Share - Basic an_4
Net Loss per Share - Basic and Diluted - Schedule of Calculation of Basic and Diluted Net Loss Per Share (Details) - USD ($) | 3 Months Ended | 6 Months Ended | ||
Jun. 30, 2023 | Jun. 30, 2022 | Jun. 30, 2023 | Jun. 30, 2022 | |
Earnings Per Share [Abstract] | ||||
Net loss available to common stockholders - basic and diluted | $ (1,497,492) | $ (9,286,436) | $ (4,065,620) | $ (12,165,831) |
Weighted-average number of common shares used in computing net loss per share attributable to common stockholders - basic | 19,154,681 | 8,142,383 | 19,094,394 | 4,430,401 |
Weighted-average number of common shares used in computing net loss per share attributable to common stockholders - diluted | 19,154,681 | 8,142,383 | 19,094,394 | 4,430,401 |
Net loss per share attributable to common stockholders - basic | $ (0.08) | $ (1.14) | $ (0.21) | $ (2.75) |
Net loss per share attributable to common stockholders - diluted | $ (0.08) | $ (1.14) | $ (0.21) | $ (2.75) |
Commitments and Contingencies -
Commitments and Contingencies - Additional Information (Details) - USD ($) | 1 Months Ended | 6 Months Ended | |||||
Mar. 04, 2022 | Mar. 10, 2021 | Jun. 30, 2023 | Jun. 30, 2023 | Jun. 30, 2022 | Mar. 31, 2023 | Dec. 31, 2022 | |
Loss Contingencies [Line Items] | |||||||
Operating lease, weighted average discount rate | 8% | 8% | |||||
Operating lease, weighted average lease term | 1 year | 1 year | |||||
Operating cash flows used for operating leases | $ 109,000 | $ 88,000 | |||||
Lease cost | $ 112,000 | $ 90,000 | |||||
Losses on indemnification agreement | $ 0 | ||||||
Held to Collateral of letter of credit | $ 50,000 | $ 50,000 | |||||
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 with monthly payments 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 aggregate monthly payments of $18 thousand, subject to annual increases based on the consumer price index | ||||||
Lessee, operating lease, existence of option to extend [true false] | true | ||||||
Lease expiration date | Jun. 30, 2024 | ||||||
Lease payments | $ 18,000 | $ 12,000 |
Commitments and Contingencies_2
Commitments and Contingencies - Summary of Maturities and Balance Sheet Presentation Under All Non-cancelable Operating Leases (Details) - USD ($) | Jun. 30, 2023 | Dec. 31, 2022 |
Maturity of lease liabilities | ||
2023 | $ 108,773 | |
2024 | 123,077 | |
Total lease liabilities | 231,850 | |
Less imputed interest | (9,971) | |
Present value of operating lease liability as of March 31, 2023 | 221,879 | |
Lease liabilities - current | 221,879 | $ 199,184 |
Lease liabilities - noncurrent | $ 120,302 | |
Operating lease liability | $ 221,879 |
Subsequent Events - Additional
Subsequent Events - Additional Information (Details) - USD ($) | 6 Months Ended | ||
Jul. 31, 2023 | Jun. 30, 2023 | Dec. 31, 2022 | |
Subsequent Event [Line Items] | |||
Excercise price of warrants | $ 8.38 | $ 11.5 | |
Aggregate purchase price | $ 49,158 | ||
July 2023 PIPE Financing | Subsequent Event | |||
Subsequent Event [Line Items] | |||
Shares issued | 7,960,867 | ||
Excercise price of warrants | $ 0.6135 | ||
Issuance of common stock in connection with common stock purchase agreement | $ 4,100,000 | ||
Purchase price per share | $ 0.51125 | ||
July 2023 PIPE Financing | First Closing | Subsequent Event | |||
Subsequent Event [Line Items] | |||
Aggregate shares sold | 4,399,016 | ||
Issuance of common stock and warrants in connection with common stock purchase agreement | $ 2,250,000 | ||
July 2023 PIPE Financing | Second Closing | Subsequent Event | |||
Subsequent Event [Line Items] | |||
Sale and issuance of additional shares | 3,561,851 | ||
Issuance of common stock and warrants in connection with common stock purchase agreement | $ 1,800,000 | ||
July 2023 PIPE Financing | Maximum | Subsequent Event | |||
Subsequent Event [Line Items] | |||
Number of warrants purchased | 19,902,191 | ||
July 2023 PIPE Financing | Maximum | First Closing | Subsequent Event | |||
Subsequent Event [Line Items] | |||
Number of warrants purchased | 10,997,550 | ||
July 2023 PIPE Financing | Maximum | Second Closing | Subsequent Event | |||
Subsequent Event [Line Items] | |||
Additional warrants purchased | 8,904,641 | ||
July 2023 Subscription Agreement | Third Party Vendor | Subsequent Event | |||
Subsequent Event [Line Items] | |||
Number of shares issued and sold | 388,486 | ||
Purchase price per share | $ 0.6135 | ||
Aggregate purchase price | $ 200,000 |