Cover
Cover | Sep. 02, 2022 |
Document Type | 8-K |
Amendment Flag | false |
Entity Registrant Name | Comera Life Sciences Holdings, Inc. |
Entity Central Index Key | 0001907685 |
Entity Emerging Growth Company | true |
Entity Ex Transition Period | false |
Document Period End Date | Sep. 02, 2022 |
Entity Incorporation, State or Country Code | DE |
Entity File Number | 1-41403 |
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, State or Province | MA |
Entity Address, Postal Zip Code | 01801 |
City Area Code | 617 |
Local Phone Number | 871-2101 |
Written Communications | false |
Soliciting Material | false |
Pre-commencement Tender Offer | false |
Pre-commencement Issuer Tender Offer | false |
Common Stock [Member] | |
Title of 12(b) Security | Common Stock |
Trading Symbol | CMRA |
Security Exchange Name | NASDAQ |
Warrant [Member] | |
Title of 12(b) Security | Warrants |
Trading Symbol | CMRAW |
Security Exchange Name | NASDAQ |
Balance Sheets
Balance Sheets - USD ($) | Dec. 31, 2021 | Dec. 31, 2020 | |
Current assets: | |||
Cash and cash equivalents | $ 6,510,140 | $ 155,427 | |
Accounts receivable | 0 | 109,868 | |
Due from related parties | 286 | 5,400 | |
Prepaid expenses and other current assets | 270,648 | 39,693 | |
Total current assets | 6,781,074 | 310,388 | |
Restricted cash | 50,000 | 25,000 | |
Property and equipment, net | 234,167 | 178,290 | |
Right of use asset | 320,373 | 0 | |
Security deposit | 32,200 | 32,200 | |
Total assets | 7,417,814 | 545,878 | |
Current liabilities: | |||
Accounts payable | 416,941 | 97,616 | |
Accrued expenses and other current liabilities | 506,611 | 106,810 | |
Deferred revenue | 0 | 28,949 | |
Lease liability - current | 121,552 | 0 | |
Total current liabilities | 1,045,104 | 233,375 | |
Note payable | 0 | 160,588 | |
Lease liability - noncurrent | 201,504 | 0 | |
Total liabilities | 1,246,608 | 393,963 | |
Commitments and contingencies (Note 17) | |||
Convertible preferred stock (Note 9) | 20,857,453 | ||
Stockholders' deficit and members' equity(1): | |||
Capital units | [1] | 0 | 10,681,040 |
Common stock, $0.0001 par value; 150,000,000 shares authorized; 308,443 and no shares issued and outstanding as of December 31, 2021 and December 31, 2020, respectively | [1] | 31 | 0 |
Additional paid-in capital | [1] | 2,213,547 | 918,922 |
Accumulated deficit | [1] | (16,899,825) | (11,448,047) |
Total stockholders' deficit and members' equity | [1] | (14,686,247) | 151,915 |
Total liabilities, convertible preferred stock, stockholders' deficit and members' equity | 7,417,814 | 545,878 | |
Convertible Preferred Stock | |||
Current liabilities: | |||
Convertible preferred stock (Note 9) | $ 20,857,453 | $ 0 | |
[1]Retroactively adjusted for the reverse recapitalization as described in Note 1. |
Balance Sheets (Parenthetical)
Balance Sheets (Parenthetical) - $ / shares | Dec. 31, 2021 | Dec. 31, 2020 |
Statement of Financial Position [Abstract] | ||
Common stock, par value | $ 0.0001 | $ 0.0001 |
Common stock, shares authorized | 150,000,000 | 150,000,000 |
Common Stock, Shares, Issued | 308,443 | 0 |
Common Stock, Shares, Outstanding | 308,443 | 0 |
Statements of Operations and Co
Statements of Operations and Comprehensive Loss - USD ($) | 12 Months Ended | ||
Dec. 31, 2021 | Dec. 31, 2020 | ||
Income Statement [Abstract] | |||
Revenue | $ 319,832 | $ 442,919 | |
Cost of revenue | 161,008 | 104,407 | |
Operating expenses: | |||
Research and development | 1,752,669 | 1,261,747 | |
General and administrative | 3,941,783 | 1,204,285 | |
Total operating expenses | 5,694,452 | 2,466,032 | |
Loss from operations | (5,535,628) | (2,127,520) | |
Other income (expense), net: | |||
Gain on debt extinguishment | 160,588 | 0 | |
Change in fair value of convertible notes | (76,738) | 0 | |
Other income, net | 0 | 2,033 | |
Total other income, net | 83,850 | 2,033 | |
Net loss and comprehensive loss | $ (5,451,778) | $ (2,125,487) | |
Net loss per share or unit attributable to common stockholders or unit holders-basic | [1] | $ (1.81) | $ (0.25) |
Net loss per share or unit attributable to common stockholders or unit holders-diluted | [1] | $ (1.81) | $ (0.25) |
Weighted-average number of common shares or units used in computing net loss per share or unit attributable to common stockholders or unit holders - basic | [1] | 3,012,603 | 8,521,250 |
Weighted-average number of common shares or units used in computing net loss per share or unit attributable to common stockholders or unit holders - diluted | [1] | 3,012,603 | 8,521,250 |
[1]Retroactively adjusted for the reverse recapitalization as described in Note 1. |
Statements Of Convertible Prefe
Statements Of Convertible Preferred Stock, Stockholders' Deficit And Members' Equity - USD ($) | Total | Previously Reported | Convertible Preferred Stock | Common Stock | Capital Units | Capital Units Previously Reported | Incentive Units | Incentive Units Previously Reported | Additional Paid-in Capital | Additional Paid-in Capital Previously Reported | Accumulated Deficit | Accumulated Deficit Previously Reported | |||
Beginning Balance at Dec. 31, 2019 | $ 613,520 | $ 9,118,198 | $ 817,882 | $ (9,322,560) | |||||||||||
Beginning Balance, Shares at Dec. 31, 2019 | 8,748,276 | 1,823,017 | |||||||||||||
Issuance of capital units, net of issuance costs,Shares | 680,730 | ||||||||||||||
Issuance of capital units, net of issuance costs | 1,562,842 | $ 1,562,842 | |||||||||||||
Vesting of incentive units | $ 164,457 | ||||||||||||||
Stock-based compensation expense | 101,040 | 101,040 | |||||||||||||
Net loss | (2,125,487) | (2,125,487) | |||||||||||||
Ending Balance at Dec. 31, 2020 | $ 0 | ||||||||||||||
Ending Balance at Dec. 31, 2020 | 151,915 | [1] | $ 151,915 | $ 10,681,040 | $ 10,681,040 | $ 918,922 | $ (11,448,047) | ||||||||
Ending Balance, Shares at Dec. 31, 2020 | 9,429,006 | 9,429,006 | 1,987,474 | ||||||||||||
Issuance of common stock upon exercise of stock options | [1] | $ 180,000 | $ 31 | 179,969 | |||||||||||
Common stock exercised | 308,443 | 308,443 | [1] | ||||||||||||
Issuance of convertible preferred stock, net of issuance costs | $ 10,176,413 | ||||||||||||||
Issuance of convertible preferred stock, net of issuance costs, Shares | 4,373,752 | ||||||||||||||
Vesting of incentive units | $ 32,939 | ||||||||||||||
Conversion of capital units into convertible preferred stock, Temporary equity value | $ (10,681,040) | $ 10,681,040 | $ (10,681,040) | ||||||||||||
Conversion of capital units into convertible preferred stock, Temporary equity shares | 9,429,006 | (9,429,006) | |||||||||||||
Cancellation of incentive units upon corporate reorganization, Shares | (2,020,413) | ||||||||||||||
Stock-based compensation expense | 1,114,656 | 1,114,656 | |||||||||||||
Net loss | (5,451,778) | (5,451,778) | |||||||||||||
Ending Balance at Dec. 31, 2021 | $ 20,857,453 | $ 20,857,453 | |||||||||||||
Ending Balance, Shares at Dec. 31, 2021 | 13,802,758 | 13,802,758 | |||||||||||||
Ending Balance at Dec. 31, 2021 | $ (14,686,247) | [1] | $ 31 | $ 0 | $ 2,213,547 | $ (16,899,825) | |||||||||
Ending Balance, Shares at Dec. 31, 2021 | 308,443 | 0 | |||||||||||||
[1]Retroactively adjusted for the reverse recapitalization as described in Note 1. |
Statements Of Convertible Pre_2
Statements Of Convertible Preferred Stock, Stockholders' Deficit And Members' Equity (Parenthetical) - USD ($) | 12 Months Ended | |
Dec. 31, 2021 | Dec. 31, 2020 | |
Convertible Preferred Stock | ||
Share issuance costs | $ 60,327 | |
Capital Units [Member] | ||
Share issuance costs | $ 50,068 |
Statements of Cash Flows
Statements of Cash Flows - USD ($) | 12 Months Ended | |
Dec. 31, 2021 | Dec. 31, 2020 | |
Cash flows from operating activities: | ||
Net loss | $ (5,451,778) | $ (2,125,487) |
Adjustments to reconcile net loss to net cash used in operating activities: | ||
Stock-based compensation expense | 1,114,656 | 101,040 |
Depreciation expense | 86,136 | 89,749 |
Loss on disposal of equipment | 1,392 | |
Noncash consulting expense | 171,100 | |
Noncash lease expense | 2,683 | |
Gain on debt extinguishment | (160,588) | 0 |
Change in fair value of convertible notes | 76,738 | 0 |
Changes in operating assets and liabilities: | ||
Accounts receivable | 109,868 | (113,068) |
Prepaid expenses and other current assets | (230,955) | (583) |
Due from related parties | 5,114 | (5,400) |
Accounts payable | 319,325 | 20,981 |
Accrued expenses and other current liabilities | 399,801 | 82,223 |
Deferred revenue | (28,949) | (26,051) |
Net cash used in operating activities | (3,757,949) | (1,804,104) |
Cash flows from investing activities: | ||
Purchases of property and equipment | (142,013) | (12,366) |
Net cash used in investing activities | (142,013) | (12,366) |
Cash flows from financing activities: | ||
Proceeds from issuance of capital units, net of issuance costs | 1,391,742 | |
Proceeds from issuance of convertible preferred stock, net of issuance costs | 9,349,675 | |
Proceeds from issuance of promissory note | 160,588 | |
Proceeds from issuance of convertible notes | 750,000 | |
Proceeds from exercise of stock options | 180,000 | |
Net cash provided by financing activities | 10,279,675 | 1,552,330 |
Net increase (decrease) in cash, cash equivalents and restricted cash | 6,379,713 | (264,140) |
Cash, cash equivalents and restricted cash at beginning of year | 180,427 | 444,567 |
Cash, cash equivalents, and restricted cash at end of year | 6,560,140 | 180,427 |
Supplemental disclosures of noncash activities: | ||
Issuance of capital units in exchange for services | $ 171,100 | |
Conversion of capital units into convertible preferred stock | 10,681,040 | |
Settlement of convertible notes for convertible preferred stock | $ 826,738 |
Organization
Organization | 12 Months Ended |
Dec. 31, 2021 | |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | |
Organization | 1. Organization Formation and Organization Comera Life Sciences, Inc. (“Comera” or “Company”) was formed in the state of Delaware on January 2, 2014 as ReForm Biologics, LLC. On April 30, 2021, the Company 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 the Company as of the date of the Reorganization was exchanged for shares of convertible preferred stock and previously outstanding incentive units of the Company were cancelled. On January 7, 2022, the Company changed its name to Comera Life Sciences, Inc. to emphasize the Company’s vision of a compassionate new era in medicine. Comera is a biotechnology company dedicated to promoting a compassionate new era in medicine. The Company applies a deep knowledge of formulation science and technology to transform essential biologic medicines from 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 while simultaneously lowering healthcare costs. To accomplish this, Comera is developing an internal portfolio of proprietary therapeutics that incorporate the Company’s innovative proprietary formulation platform, SQore ™ ™ Reverse Recapitalization Comera Life Sciences Holdings, Inc. (“CLS Holdings”) was incorporated in Delaware on January 25, 2022 as a wholly-owned subsidiary of Comera Life Sciences, Inc. for the purpose of effecting the Transaction (as defined below). On May 19, 2022 (the “Closing Date”), CLS Holdings consummated the acquisition of all the issued and outstanding shares of OTR Acquisition Corp. (“OTR”) and Comera (the “Transaction”), in accordance with the Business Combination Agreement dated January 31, 2022 (as amended May 19, 2022, the “Business Combination Agreement”) by and among CLS Holdings, 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 Comera was effected through the merger of OTR Merger Sub with and into OTR, with OTR surviving the merger as a wholly-owned subsidiary of CLS Holdings, and through a merger of Comera Merger Sub with and into Comera, with Comera 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, with OTR being treated as the “acquired” company and Comera being treated as the “acquirer” for accounting purposes based upon the pre-merger Under the reverse recapitalization model, the Transaction was treated as Comera issuing equity for the net assets of OTR goodwill or intangible assets recorded. All common stock instruments, prior to the Transaction, have been retroactively adjusted to share amounts reflecting the capital structure of CLS Holdings following the Transaction, including adjustments based on the exchange ratio (the “Exchange Ratio”). Accordingly, certain amounts have been retroactively adjusted to reflect the reverse recapitalization pursuant to the Transaction for all periods presented within the balance sheets and statements of convertible preferred stock, stockholders’ deficit and members’ capital. Additionally, the net loss per share or unit and weighted-average number of common shares or units used in computing net loss per share or unit attributable to common stockholders or unit holders, prior to the Transaction, have been retroactively adjusted to amounts reflecting the Exchange Ratio established in the Transaction. |
Basis of Presentation and Signi
Basis of Presentation and Significant Accounting Policies | 12 Months Ended |
Dec. 31, 2021 | |
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 financial statements have been prepared 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 Update (“ASU”) of the Financial Accounting Standards Board (“FASB”). Risks and Uncertainties The Company is subject to risks and uncertainties common to early-stage companies in the biotechnology industry, including but not limited to, risks associated with completing preclinical studies and clinical trials, receiving regulatory approvals for product candidates, development by competitors of new biopharmaceutical products, dependence on key personnel, protection of proprietary technology, compliance with government regulations and the ability to secure additional capital to fund operations. Significant discovery, research and development efforts, including clinical testing and regulatory approval, are required prior to commercialization of any potential product candidates. These efforts require significant amounts of additional capital, adequate personnel and infrastructure and extensive compliance-reporting capabilities. Even if the Company’s product development efforts are successful, it is uncertain when, if ever, the Company will realize revenue from product sales. Through December 31, 2021, the Company has funded its operations primarily with proceeds from the issuance of capital units, convertible notes, and preferred stock. The Company has incurred recurring losses since its inception, including net losses of $5.5 million and $2.1 million for the years ended December 31, 2021 and 2020, respectively. In addition, as of December 31, 2021, the Company had an accumulated deficit of $16.9 million. The Company expects to continue to generate operating losses for the near future. The future viability of the Company is dependent on its ability to raise additional capital to finance its operations. The Company’s inability to raise capital as and when needed could have a negative impact on its financial condition and ability to pursue its business strategies. There can be no assurance that the current operating plan will be achieved or that additional funding will be available on terms acceptable to the Company, or at all. The Company does not believe the cash and cash equivalents on hand as of December 31, 2021 of $6.5 million will be sufficient to fund its operations and capital expenditure requirements for the next twelve months from the date the financial statements are issued. The Company will be required to raise additional capital to continue to fund operations and capital expenditures. 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 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. COVID-19 In March 2020, COVID-19 COVID-19 The Company plans to continue to closely monitor the ongoing impact of the COVID-19 on-site in-person COVID-19 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 financial statements include, but are not limited to, the valuation of the Company’s common stock, capital and incentive units and stock-based compensation. Changes in estimates are recorded in the period in which they become known. Due to the risks and uncertainties involved in the Company’s business and evolving market conditions and, given the subjective element of the estimates and assumptions made, actual results may differ from estimated results. Fair Value Measurements The framework for measuring fair value provides a fair value hierarchy that prioritizes the inputs to valuation techniques used to measure fair value. The hierarchy gives the highest priority to unadjusted quoted prices in active markets for identical assets or liabilities (Level 1 measurements) and the lowest priority to unobservable inputs (Level 3 measurements). The three levels of the fair value hierarchy are described as follows: Level 1 - Inputs to the valuation methodology are unadjusted quoted prices for identical assets or liabilities in active markets that the Company has the ability to access. Level 2 - Inputs to the valuation methodology observable inputs, other than those in Level 1, such as quoted prices for similar assets or liabilities in active markets, quoted prices for identical or similar assets or liabilities in inactive markets, or other inputs that are observable or that can be corroborated by observable market data. Level 3 - Inputs to the valuation methodology are unobservable and significant to the fair value measurement. Due primarily to their short-term nature, certain financial instruments have fair values that approximate their carrying values. These instruments include accounts receivable, due from related parties, accounts payable, and accrued expenses. The fair value of long-term debt approximates its carrying value and has been estimated based on interest rates being offered for similar debt having the same or similar remaining maturities and terms of repayment. Concentrations of Credit Risk The Company has no significant off-balance Segments Operating segments are defined as components of an entity for which separate discrete financial information is made available and that is regularly evaluated by the chief operating decision maker, or CODM, in making decisions regarding resource allocation and assessing performance. The Company’s CODM is the chief executive officer and our operations are managed as a single segment for the purposes of assessing performance and making operating decisions. Cash and Cash Equivalents The Company considers all highly liquid investments with original maturities of three months or less at acquisition to be cash equivalents. The Company maintains its cash and cash equivalents at accredited financial institutions, in amounts that may exceed federally insured limits. Restricted Cash Restricted cash relates to amounts that are held on deposit by a financial institution for a specific purpose and are not available to the Company for immediate or general business use. Amounts are reported as current or noncurrent based on when the cash is expected to become available to the Company for its general business use. Accounts Receivable Accounts receivable are stated at the amount management expects to collect from outstanding balances. An allowance for credit losses is provided for amounts considered to be uncollectible based upon management’s assessment of the collectability, which considers historical write-off Property and Equipment Property and equipment are recorded at cost. Depreciation is computed using the straight-line method over the estimated useful lives of the related assets, as follows: Laboratory equipment 5 years Leasehold improvements Lesser of lease term or 10 years Computer equipment 3 years Other equipment 5 years Impairment of Long-Lived Assets The Company evaluates long-lived assets, which consist of property and equipment, for impairment whenever events or changes in circumstances indicate that the carrying amount of such assets may not be recoverable. Factors that the Company considers in deciding when to perform an impairment review include significant underperformance of the business in relation to expectations, significant negative industry or economic trends and significant changes or planned changes in the use of the assets. If an impairment review is performed to evaluate a long-lived asset group for recoverability, the Company compares forecasts of undiscounted cash flows expected to result from the use and eventual disposition of the long-lived asset group to its carrying value. An impairment loss would be recognized when estimated undiscounted future cash flows expected to result from the use of an asset group are less than its carrying amount. The impairment loss would be based on the excess of the carrying value of the impaired asset group over its fair value, determined based on discounted cash flows. The Company did not record any impairment loss during the years ended December 31, 2021 and 2020. Leases Effective January 1, 2021, the Company adopted ASU 2016-02, Leases right-of-use Right of use assets represent the Company’s right to use an underlying asset for the lease term and lease liabilities represent the Company’s obligation to make lease payments arising from the lease. Operating lease right of use assets and liabilities are recognized at commencement date based on the present value of lease payments over the lease term. The Company uses the implicit rate when readily determinable or an incremental borrowing rate applicable to the Company based on the information available at the commencement date, if an implicit rate is not readily available, in determining the present value of lease payments. As the Company has no existing or proposed collateralized borrowing arrangements, to determine a reasonable incremental borrowing rate, the Company considers collateral assumptions, the lease term, the Company’s current credit risk profile, and rates for existing borrowing arrangements for comparable peer companies. The Company accounts for the lease and fixed non-lease Fair Value Option for Convertible Notes As permitted under ASC 825, Financial Instruments Convertible Preferred Stock The Company accounts for convertible preferred stock subject to possible redemption in accordance with the guidance in ASC 480, Distinguishing Liabilities from Equity Income Taxes From inception through April 30, 2021, the Company was a Delaware limited liability company for federal and state tax purposes and, therefore, all items of income or loss through April 30, 2021 flowed through to the members of the limited liability company. Accordingly, the Company did not record deferred tax assets or liabilities or have net operating loss carryforwards. Effective April 30, 2021, the Company converted from an LLC to a C corporation for federal and state income tax purposes. The Company accounts for income taxes using the asset and liability method in accordance with ASC Topic 740, Income Taxes The Company assesses the recording of uncertain tax positions by evaluating the minimum recognition threshold and measurement requirements a tax position must meet before being recognized as a benefit in the financial statements. The Company’s policy is to recognize interest and penalties accrued on any uncertain tax positions as a component of income tax expense, if any, in the Company’s statements of operations and comprehensive loss. Revenue and Contract Balances Effective January 1, 2019 and January 1, 2021, the Company adopted FASB ASU No. 2014-09 Revenue from Contracts with Customers No. 2018-18, Clarifying the Interaction between Topic 808 (Collaborative Arrangements) and Topic 606 (Revenue from Contracts with Customers) At inception, management determines whether contracts are within the scope of ASC 606 or other topics, including ASC 808, Collaborative Arrangements Identification of Performance Obligations. Transaction Price. Research and Development Services. co-development ASC 606. Customer Options. If an arrangement is determined to contain customer options that allow the customer to acquire additional goods or services, the goods and services underlying the customer options that are not determined to be material rights are not considered to be performance obligations at the outset of the arrangement, as they are contingent upon option exercise. The Company evaluates the customer options for material rights, or options to acquire additional goods or services for free or at a discount. If the customer options are determined to represent a material right, the material right is recognized as a separate performance obligation at the outset of the arrangement. The Company allocates the transaction price to material rights based on the relative standalone selling price, which is determined based on the identified discount and the probability that the customer will exercise the option. Amounts allocated to a material right are not recognized as revenue until, at the earliest, the option is exercised. Contract Balances. contract-by-contract Cost of Revenue Cost of revenue primarily represents payroll and related personnel costs as well as allocated overhead, including occupancy and information technology expenses. Research and Development Expense Research and development costs are expensed as incurred. Research and development expenses consist of costs incurred in performing research and development activities, including salaries, stock-based compensation and benefits, facilities costs, depreciation, and external costs of outside vendors. Non-refundable The Company has entered into various research and development related contracts. The Company records accrued liabilities for estimated ongoing research costs. When evaluating the adequacy of the accrued liabilities, the Company analyzes progress of the underlying activities. Stock-Based Compensation Expense Stock-based payments are accounted for in accordance with the provisions of ASC 718, Compensation – Stock Compensation The Company classifies stock-based compensation expense in its statements of operations and comprehensive loss in the same manner in which the award recipient’s cash compensation costs are classified. Given the absence of an active market for the Company’s equity, the Company and the board of directors were required to estimate the fair value of the Company’s common stock and incentive units at the time of each grant. The Company and the board of directors determined the estimated fair value of the Company’s equity instruments based on a number of factors, including external market conditions affecting the biotechnology industry sector. The Company and the board of directors utilized various valuation methodologies in accordance with the framework of the American Institute of Certified Public Accountants’ Technical Practice Aid, Valuation of Privately-Held Company Equity Securities Issued as Compensation Comprehensive Loss Comprehensive loss is defined as the change in equity from transactions and other events or circumstances from non-owner Net Loss per Share or Unit The Company calculates basic and diluted net loss per share or unit in conformity with the two-class two-class Diluted net loss per unit is computed using the more dilutive of (a) the two-class (c) if-converted “if-converted” Subsequent Event Considerations The Company considers events or transactions that occur after the balance sheet date but prior to the date the financial statements are issued to provide additional evidence for certain estimates or to identify matters that require additional disclosure. Subsequent events have been evaluated as required. Recently Adopted Accounting Pronouncements In February 2016, the FASB issued ASU 2016-02, Leases (Topic 842) 2016-02”). 2016-02 right-of 2016-02, 2016-02, In June 2016, the FASB issued ASU No. 2016-13, Financial Instruments—Credit Losses (Topic 326)—Measurement of Credit Losses on Financial Instruments 2016-13”). 2016-13 2016-13, In November 2018, the FASB issued ASU 2018-18, Collaborative Arrangements (Topic 808): Clarifying the Interaction between Topic 808 and Topic 606 2018-18”). 2018-18 In August 2020, the FASB issued ASU 2020-06, Debt - Debt with Conversion and Other Options (Subtopic 470-20) 815-40): 2020-06”). 2020-06, if-converted 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 financial statements and disclosures. Reclassification of Prior Year Presentation Certain immaterial prior year amounts have been reclassified for consistency with the current year presentation. These reclassifications had no effect on the reported results of operations. |
Fair Value of Financial Assets
Fair Value of Financial Assets and Liabilities | 12 Months Ended |
Dec. 31, 2021 | |
Fair Value Disclosures [Abstract] | |
Fair Value of Financial Assets and Liabilities | 3. Fair Value of Financial Assets and Liabilities As of December 31, 2021 and 2020, the Company did not hold any financial assets or liabilities that were measured at fair value on a recurring or nonrecurring basis. There were no assets or liabilities for which fair value was required to be disclosed. During the years ended December 31, 2021 and 2020, there were no transfers between Level 1, Level 2 and Level 3. Valuation of Convertible Notes During the year ended December 31, 2021, the Company issued convertible notes to certain existing investors. The Company has elected to account for these instruments utilizing the fair value option as permitted under ASC 825. Management believes the fair value option more closely reflects the economics of the transaction from the perspective of the counterparties. At issuance the Notes were considered to have a fair value equal to the principal of the Notes and at settlement the Notes were considered to have a fair value equal to the fair value of the convertible preferred stock that was issued in settlement of the Notes. The fair value of the convertible preferred stock that was issued in settlement of the Notes was based on an option pricing model. The option pricing model utilized an enterprise value that was determined utilizing a backsolve method based on the issuance of a new class of preferred stock in an arms-length transaction. The enterprise value was then allocated to the various outstanding classes of equity. This model utilizes unobservable inputs. The change in fair value for the year ended December 31, 2021 was $77 thousand which was recorded as change in fair value of convertible notes in the Company’s statements of operations and comprehensive loss. The following table sets forth a summ a Convertible Notes Value as of December 31, 2020 $ — Issuance of convertible notes 750,000 Change in fair value of convertible notes 76,738 Settlement into convertible preferred stock (826,738 ) Value as of December 31, 2021 $ — |
Cash, Cash Equivalents and Rest
Cash, Cash Equivalents and Restricted Cash | 12 Months Ended |
Dec. 31, 2021 | |
Cash and Cash Equivalents [Abstract] | |
Cash, Cash Equivalents and Restricted Cash | 4. Cash, Cash Equivalents and Restricted Cash The following table provides a reconciliation of cash, cash equivalents and restricted cash reported within the balance sheet and included in the statement of cash flows: December 31, 2021 2020 Cash and cash equivalents $ 6,510,140 $ 155,427 Restricted cash 50,000 25,000 Cash, cash equivalents, and restricted cash $ 6,560,140 $ 180,427 Amounts included in restricted cash as of December 31, 2021 and 2020 consist of cash held to collateralize a letter of credit issued as a security deposit in connection with the Company’s lease on its corporate facility and for certain credit cards. |
Prepaid Expenses and Other Curr
Prepaid Expenses and Other Current Assets | 12 Months Ended |
Dec. 31, 2021 | |
Deferred Costs, Capitalized, Prepaid, and Other Assets Disclosure [Abstract] | |
Prepaid Expenses and Other Current Assets | 5. Prepaid Expenses and Other Current Assets Prepaid expenses and other current assets consisted of the following: December 31, 2021 2020 Contract assets $ 85,018 $ — Insurance recovery receivable 136,250 Prepaid employee benefits 2,000 10,722 Prepaid rent — 11,201 Other 47,380 17,770 Prepaid expenses and other current assets $ 270,648 $ 39,693 |
Property and Equipment, Net
Property and Equipment, Net | 12 Months Ended |
Dec. 31, 2021 | |
Property, Plant and Equipment [Abstract] | |
Property and Equipment, Net | 6. Property and Equipment, Net Property and equipment, net consisted of the following: December 31, 2021 2020 Lab equipment $ 587,650 $ 463,817 Leasehold improvements 17,973 11,258 Computer equipment 21,747 10,282 Other equipment 9,411 9,411 636,781 494,768 Less accumulated depreciation (402,614 ) (316,478 ) Property and equipment, net $ 234,167 $ 178,290 Depreciation expense for the years ended December 31, 2021 and 2020 was $86 thousand and $90 thousand, respectively. |
Accrued Expenses and Other Curr
Accrued Expenses and Other Current Liabilities | 12 Months Ended |
Dec. 31, 2021 | |
Payables and Accruals [Abstract] | |
Accrued Expenses and Other Current Liabilities | 7. Accrued Expenses and Other Current Liabilities Accrued expenses and other current liabilities consisted of the following: December 31, 2021 2020 Accrued bonus $ 349,000 $ — Professional fees 123,756 85,088 Accrued vacation 25,945 20,328 Other 7,910 1,394 Accrued expenses and other current liabilities $ 506,611 $ 106,810 |
Members' Equity And Corporate R
Members' Equity And Corporate Reorganization | 12 Months Ended |
Dec. 31, 2021 | |
Equity [Abstract] | |
Members' Equity and Corporate Reorganization | 8. Members’ Equity and Corporate Reorganization On April 30, 2021, the Company completed the Reorganization. As part of the Reorganization each issued and outstanding capital unit of ReForm Biologics, LLC as of the date of the Reorganization was exchanged for shares of convertible preferred stock and previously outstanding incentive units of ReForm Biologics, LLC were cancelled. The financial statements as of and for the year ended December 31, 2021, reflect the exchange of capital units to convertible preferred stock. The following summarizes the activity of Capital Units for the year ended December 31, 2021: Class A1 Capital Units Class B1 Capital Units Class B1-A Capital Units Total Capital Units Units Amount Units Amount Units Amount Units Amount Balance as of December 31, 2020 8,811,088 $ 9,289,298 514,932 $ 1,329,024 102,986 $ 62,718 9,429,006 $ 10,681,040 Conversion of capital units into (8,811,088 ) (9,289,298 ) (514,932 ) (1,329,024 ) (102,986 ) (62,718 ) (9,429,006 ) (10,681,040 ) Balance as of December 31, 2021 — $ — — $ — — $ — — $ — The following summarizes the activity of Capital Units for the year ended December 31, 2020: Class A1 Capital Units Class B1 Capital Units Class B1-A Capital Units Total Capital Units Units Amount Units Amount Units Amount Units Amount Balance as of January 1, 2020 8,748,276 $ 9,118,198 — $ — — $ — 8,748,276 $ 9,118,198 Issuance of capital units, net of issuance costs of 62,812 171,100 514,932 1,329,024 102,986 62,718 680,730 1,562,842 Balance as of December 31, 2020 8,811,088 $ 9,289,298 514,932 $ 1,329,024 102,986 $ 62,718 9,429,006 $ 10,681,040 During 2020, the Company issued an aggregate of 62,812 Class A Capital Units in exchange for services rendered in the amount of $171 thousand. Additionally, during 2020 the Company issued 514,932 Class B1 Capital Units and 102,986 Class B1-A B1-A |
Convertible Preferred Stock
Convertible Preferred Stock | 12 Months Ended |
Dec. 31, 2021 | |
Temporary Equity Disclosure [Abstract] | |
Convertible Preferred Stock | 9. Convertible Preferred Stock As of December 31, 2021, the authorized capital stock of the Company included 14,051,702 shares of $0.001 par value preferred stock, of which 9,429,006 shares have been designated as series A convertible preferred stock (“Series A Preferred Stock”) and 4,622,696 shares have been designated as series B convertible preferred stock (“Series B Preferred Stock”). Convertible preferred stock consisted of the following as of December 31, 2021: Par Shares Shares Carrying Liquidation Common Series A-1 $ 0.001 6,000,000 6,000,000 $ 2,972,028 $ 18,000,000 6,000,000 Series A-2 $ 0.001 1,266,667 1,266,667 $ 1,865,374 $ 3,800,001 1,266,667 Series A-3 $ 0.001 527,752 527,752 $ 1,416,519 $ 1,583,256 527,752 Series A-4 $ 0.001 1,016,669 1,016,669 $ 3,035,377 $ 3,050,007 1,016,669 Series A-5 $ 0.001 514,932 514,932 $ 1,329,024 $ 2,162,714 514,932 Series A-6 $ 0.001 102,986 102,986 $ 62,718 $ 144,180 102,986 Series B-1 $ 0.001 4,219,409 3,970,465 $ 9,352,627 $ 9,410,002 3,970,465 Series B-2 $ 0.001 403,287 403,287 $ 823,786 $ 766,245 403,287 14,051,702 13,802,758 $ 20,857,453 $ 38,916,405 13,802,758 The following summarizes the activity of the Series A convertible preferred stock for the year ended December 31 , 2021: Series A-1 Series A-2 Series A-3 Series A-4 Series A-5 Series A-6 Shares Amount Shares Amount Shares Amount Shares Amount Shares Amount Shares Amount Balance as of December 31, — $ — — $ — — $ — — $ — — $ — — $ — Conversion of capital units 6,000,000 2,972,028 1,266,667 1,865,374 527,752 1,416,519 1,016,669 3,035,377 514,932 1,329,024 102,986 62,718 Balance as of December 6,000,000 $ 2,972,028 1,266,667 $ 1,865,374 527,752 $ 1,416,519 1,016,669 $ 3,035,377 514,932 $ 1,329,024 102,986 $ 62,718 The following summarizes the activity of the Series B convertible preferred stock for the year ended December 31, 2021: Series B-1 Convertible Preferred Stock Series B-2 Convertible Preferred Stock Shares Amount Shares Amount Balance as of December 31, 2020 — $ — — $ — Issuance of convertible preferred stock, net of issuance costs of $60,327 3,970,465 9,352,627 403,287 823,786 Balance as of December 31, 2021 3,970,465 $ 9,352,627 403,287 $ 823,786 In April 2021, the Company issued 6,000,000, 1,266,667, 527,752, 1,016,669, 514,932, and 102,986 shares of Series A-1, A-2, A-3, A-4, A-5, A-6 In connection with the series B preferred stock purchase agreement dated May 26, 2021 (the “Series B Purchase Agreement”), the Company initially issued 2,240,507 shares of Series B-1 B-1 B-2 B-1 shares. In a second B-1 B-1 As of December 31, 2021, the holders of the preferred stock have the following rights and preferences: Voting Rights— The holders of the preferred stock are entitled to vote, together with the holders of common stock, on all matters submitted to the stockholders for a vote and are entitled to the number of votes equal to the number of whole shares of common stock into which such holders of preferred stock could convert on the record date for determination of stockholders entitled to vote. Except for the actions requiring the approval or consent of the holders of preferred stock, the holders of preferred stock shall vote together with the holders of common stock and vote as a single class. Dividends— The holders of the preferred stock are entitled to receive dividends when, as and if declared by the Board. The Company may not pay any dividends on shares of common stock of the Company unless the holders of preferred stock also receive a corresponding dividend. As of December 31, 2021, no cash dividends have been declared or paid. Liquidation Rights— In the event of any voluntary or involuntary liquidation event, dissolution, winding up of the Company or upon the occurrence of certain events considered to be a deemed liquidation events, each holder of the then outstanding Series B Preferred Stock will be entitled to receive a preferential payment, prior and in preference to any distributions to the holders of the Series A Preferred Stock and common stock. After payments have been made in full to the holders of the Series B Preferred Stock, then, to the extent available, each holder of the then outstanding Series A Preferred Stock will be entitled to receive a preferential payment, prior and in preference to any distributions to the holders common stock. After payments have been made in full to the holders of the preferred stock, then, to the extent available, the remaining amounts will be distributed among the holders of the preferred stock and common stock, pro rata based on the number of shares held by each holder. Conversion— Each share of preferred stock is convertible into common stock, at any time, at the option of the holder, and without the payment of additional consideration, at the applicable conversion ratio then in effect for each series of preferred stock, initially set at the initial issuance price (i.e., one-for-one), The Company evaluated each series of its preferred stock and determined that each individual series is considered an equity host. In making this determination, the Company’s analysis followed the whole instrument approach which compares an individual feature against the entire preferred stock instrument which includes that feature. The Company’s analysis was based on a consideration of the economic characteristics and risks of each series of preferred stock. More specifically, the Company evaluated all of the stated and implied substantive terms and features, including: (1) whether the preferred stock included redemption features, (2) how and when any redemption features could be exercised, (3) whether the holders of preferred stock were entitled to dividends, (4) the voting rights of the preferred stock and (5) the existence and nature of any conversion rights. As a result of the Company’s conclusion that the preferred stock represents an equity host, the conversion feature of all series of preferred stock is considered to be clearly and closely related to the associated preferred stock host instrument. Accordingly, the conversion feature of all series of preferred stock is not considered an embedded derivative that requires bifurcation. Redemption— The preferred stock is only redeemable upon the occurrence of certain deemed liquidation events, as discussed above. As the preferred stock is considered to be contingently redeemable, the preferred stock has been classified outside of permanent equity. The preferred stock will be accreted to its redemption value if the deemed liquidation events are considered probable of occurring. Through December 31, 2021, the deemed liquidation events have not been considered probable of occurring, and therefore the preferred stock has not been accreted. |
Common Stock
Common Stock | 12 Months Ended |
Dec. 31, 2021 | |
Stockholders' Equity Note [Abstract] | |
Common Stock | 10. Common Stock All common stock share amounts have been retroactively adjusted to reflect the Transaction and reverse recapitalization as described in Note 1. Following the closing of the Transaction, the Company is authorized to issue 150,000,000 shares of common stock, $0.0001 par value. The voting, dividend and liquidation rights of the holders of the Company’s common stock are subject to and qualified by the rights, powers and preferences of the holders of the preferred stock. Each share of common stock entitles the holder to one vote, together with the holders of the preferred stock, on all matters submitted to the stockholders for a vote. Common stockholders are entitled to receive dividends, as may be declared by the Board, if any, subject to the preferential dividend rights of the preferred stock. Through December 31, 2021, no cash dividends have been declared or paid. As of December 31 2021, the Company has reserved the following shares of common stock for future issuance: Shares reserved for conversion of preferred stock 10,835,366 Shares reserved for exercise of outstanding stock options 2,689,935 Shares reserved for issuance under equity compensation plans 262,616 Total shares of authorized common stock reserved for future issuance 13,787,917 |
Stock-Based Compensation
Stock-Based Compensation | 12 Months Ended |
Dec. 31, 2021 | |
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items] | |
Stock-Based Compensation | 11. Stock-Based Compensation All common stock share and per share amounts related to the Company’s incentive plans have been retroactively adjusted to reflect the Transaction and reverse recapitalization as described in Note 1. 2014 Restricted Unit Plan On March 4, 2014, the Company established the 2014 Restricted Unit Plan (the “2014 Plan”). A total of 2,500,000 incentive units were authorized as part of the 2014 Plan, under which participants would receive membership interests in the Company. Under the terms of the 2014 Plan, Incentive Units could be granted to a participant by the Company’s board of directors. The strike price of the Incentive Units is determined by the Company’s board of directors at the time of grant. The Company has certain repurchase rights for issued Incentive Units in the event of termination of the participant’s employment or consulting relationship. As of December 31, 2020, there were 82,563 Incentive Units available for future grant. The plan was extinguished on April 30, 2021 as a result of the Reorganization. 2021 Stock Option and Grant Plan On April 30, 2021, the Company established the 2021 Stock Option and Grant Plan (the “2021 Plan”), which provides for the Company to issue restricted stock awards, unrestricted stock awards and restricted stock units, or to grant incentive stock options or non-statutory non-statutory The total number of common shares authorized to be issued under the 2021 Plan was 3,260,994 shares as of December 31, 2021, of which 262,616 shares remained available for future grant. 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 2021 Plan without having been fully exercised will be available for future awards. Incentive Unit Valuation Each Incentive Unit represents a non-voting The Company measures and records the expense related to Incentive Units based on the fair value of those awards as determined on the date of grant. The Company used an option pricing model (OPM) to determine the total equity value of the Company at various dates and allocated that value to the outstanding Units, including Incentive Units. The OPM requires the use of subjective assumptions, which determine the fair value of equity-based awards, including the value of the Company’s equity, volatility, time to liquidity and risk-free rate. Once the enterprise value has been allocated to each class of Unit, the value attributed to the Incentive Units is then discounted for a lack of marketability. The Company and the board of directors considers changes in facts and circumstances between valuation dates to determine the fair value of Incentive Units on each date of grant. The following table summarizes the inputs used in the OPM: Year Ended 2020 Company equity value (in millions) $3.6 - $10.7 Volatility 90.00% Time to liquidity (years) 3.0 Risk-free rate 0.15% - 0.22% Incentive Unit Activity The following table summarizes the Company’s Incentive Unit activity for the year ended December 31, 2021: Unvested Weighted- Average Unvested as of December 31, 2020 429,963 $ 0.19 Vested (32,939 ) 0.43 Forfeited (4,428 ) 0.66 Cancelled (392,596 ) 0.10 Unvested as of December 31, 2021 — $ — Stock Option Valuation The assumptions that the Company used to determine the grant-date fair value of stock options granted were as follows, presented on a weighted-average basis: Year Ended 2021 Expected option life (years) 5.6 Risk-free interest rate 0.90 % Expected volatility 62.84 % Expected dividend yield — % Stock Option Activity The following table summarizes the Company’s stock option activity for the year ended December 31, 2021: Number of Weighted- Weighted- Aggregate Outstanding as of December 31, 2020 — $ — $ — Granted 3,052,355 0.59 Exercised (308,443 ) 0.59 88 Cancelled or forfeited (53,977 ) 0.59 Outstanding as of December 31, 2021 2,689,935 $ 0.59 9.5 $ 767 Exercisable as of December 31, 2021 1,637,156 $ 0.59 9.4 $ 467 The aggregate intrinsic value of stock options is calculated as the difference between the exercise price of the underlying stock options and the estimated fair value of the Company’s common stock for those stock options that had exercise prices lower than the estimated fair value of the Company’s common stock. The weighted-average grant-date fair value of the Company’s stock options granted during the year ended December 31, 2021 was $0.53. As of December 31, 2021, total unrecognized compensation cost related to the unvested stock options was $569 thousand, which is expected to be recognized over a weighted-average period of 3.5 years. Stock-Based Compensation Stock-based compensation expense was allocated as follows: Year Ended December 31, 2021 2020 Cost of revenue $ 19,876 $ 2,924 Research and development 414,322 36,961 General and administrative 680,458 61,155 Total stock-based compensation $ 1,114,656 $ 101,040 |
Related Party Transactions
Related Party Transactions | 12 Months Ended |
Dec. 31, 2021 | |
Related Party Transactions [Abstract] | |
Related Party Transactions | 12. Related Party Transactions The Company provides administrative services to certain related parties that are affiliated entities through common equity ownership with financial and operational interests in the Company. During the years ended December 31, 2021 and 2020, the Company recognized $5 thousand and $21 thousand as a reduction to general and administrative expense related to these contracts, respectively. As of December 31, 2021, the Company had a minimal amount of receivables related to these arrangements. As of December 31, 2020, the Company had $5 thousand of receivables related to these arrangements. |
Concentrations of Risk
Concentrations of Risk | 12 Months Ended |
Dec. 31, 2021 | |
Risks and Uncertainties [Abstract] | |
Concentrations of Risk | 13. Concentrations of Risk The Company has certain customers whose revenue individually represented 10% or more of the Company’s total revenue or whose accounts receivable balances individually represented 10% or more of the Company’s total accounts receivable. For the years ended December 31, 2021 and 2020, two customers accounted for all revenue recognized in the period. As of December 31, 2021, there were no customer concentrations in accounts receivable. As of December 31, 2020, one customer accounted for 97% of accounts receivable. |
Note Payable
Note Payable | 12 Months Ended |
Dec. 31, 2021 | |
Notes Payable [Abstract] | |
Note Payable | 14. Note Payable On April 24, 2020, the Company executed a promissory note pursuant to which it received proceeds of $161 thousand under the Paycheck Protection Program. The program was established as part of the Coronavirus Aid, Relief and Economic Security Act and is administered by the U.S. Small Business Administration. The note had a two-year six-month Under the terms of the program, the Company could |
Income Taxes
Income Taxes | 12 Months Ended |
Dec. 31, 2021 | |
Income Tax Disclosure [Abstract] | |
Income Taxes | 15. Income Tax From inception through April 30, 2021, the Company was a Delaware limited liability company for federal and state tax purposes and, therefore, all items of income or loss through April 30, 2021 flowed through to the members of the limited liability company. Accordingly, the Company did not record deferred tax assets or liabilities or have net operating loss carryforwards. Effective April 30, 2021, the Company converted from an LLC to a C corporation for federal and state income tax purposes. For the period from May 1, 2021 to December 31, 2021, the Company did not record a current or deferred income tax expense or benefit due to current and historical losses incurred by the Company. The Company’s operations are based in the United States. A reconciliation of income tax expense computed at the statutory federal income tax rate to the Company’s effective tax rate as reflected in the financial statements is as follows: Year Ended 2021 Income tax at federal statutory tax rate 21.0 % State income taxes, net of federal benefit 5.3 % Income tax rate differential (3.0 )% Stock-based compensation (0.9 )% Permanent differences (0.3 )% Research and development tax credits 0.9 % Change in valuation allowance (23.0 )% Effective income tax rate — % Deferred taxes are recognized for temporary differences between the basis of assets and liabilities for financial statement and income tax purposes. The significant components of the Company’s deferred tax assets and liabilities are comprised of the following: December 31, 2021 Deferred tax assets: Net operating loss carryforwards $ 885,617 R&D credit carryforwards 63,406 Lease liabilities 88,259 Stock-based compensation 173,069 Accrued expenses and other 176,231 1,386,582 Valuation allowance (1,235,082 ) 151,500 Deferred tax liabilities: Property and equipment and right of use assets (151,500 ) Net deferred tax assets $ — The Company ha s As of December 31, 2021, the Company had U.S. federal and state net operating loss carryforwards of $3.2 million, that may be available to offset future income tax liabilities. The U.S. federal tax operating loss carryforwards are not subject to expiration and can be carried forward indefinitely while the state net operating loss carryforwards begin to expire in 2042. As of December 31, 2021, the Company has federal and state research and development tax credit carryforwards of $48 thousand and $15 thousand, respectively. The Company generated research credits but has not conducted a study to document the qualified activities. This study may result in an adjustment to the Company’s research and development credit carryforwards. Under The Company follows the provisions of ASC 740-10, Accounting for Uncertainty in Income Taxes, estimated interest or penalties were recognized on uncertain tax positions The Company’s corporate tax returns for the year ended December 31, 2021 remain open and subject to examination by the Internal Revenue Service and state taxing authorities. |
Net Loss per Share or Unit - Ba
Net Loss per Share or Unit - Basic and Diluted | 12 Months Ended |
Dec. 31, 2021 | |
Earnings Per Share [Abstract] | |
Net Loss per Share or Unit - Basic and Diluted | 16. Net Loss per Share or Unit – Basic and Diluted As the Transaction has been accounted for as a reverse recapitalization, as described in Note 1, the net loss per share or unit information prior to the Transaction, has been retroactively adjusted to amounts reflecting the Exchange Ratio established in the Transaction. For the years ended December 31, 2021 and 2020, basic net loss per share or unit was computed by dividing the net loss attributable to common stockholders or unit holders by the weighted average number of common shares and member units outstanding. Prior to April 30, 2021, undistributed losses were allocated equally to each class of member units, including vested incentive units, since they share equally in the residual net assets of the Company upon liquidation, subject to their different distribution participation rights. Subsequent to April 30, 2021, the Company did not have any participating securities as the convertible preferred stock is not required to share in the losses of the Company. For the years ended December 31, 2021 and 2020, diluted net loss per share or unit is the same as basic net loss per share or unit since the effect of considering unvested incentive units, stock options, and convertible preferred stock in the calculation would be anti-dilutive. The following potentially dilutive common stock or member unit equivalents, presented based on amounts outstanding at each year end, were excluded from the computation of diluted net loss per share or unit because including them would have had an anti-dilutive effect: Year Ended December 31, 2021 2020 Options to purchase common stock 2,689,935 — Unvested incentive units — 331,547 Convertible preferred stock (as converted to common stock) 10,643,403 — The following table sets forth the calculation of basic and diluted net loss per share or unit: Year Ended December 31, 2021 2020 Net loss available to common stockholders or members — basic and diluted $ (5,451,778 ) $ (2,125,487 ) Weighted-average number of common shares or units used in computing net loss 3,012,603 8,521,250 Net loss per share or unit attributable to common stockholders or unit $ (1.81 ) $ (0.25 ) |
Commitments and Contingencies
Commitments and Contingencies | 12 Months Ended |
Dec. 31, 2021 | |
Commitments and Contingencies Disclosure [Abstract] | |
Commitments and Contingencies | 17. Commitments and Contingencies Leases On March 8, 2018, the Company entered into a noncancelable operating lease agreement for office and laboratory space in Woburn, Massachusetts. The lease agreement required monthly lease payments as well as payment of a proportional share of operating costs. On March 10, 2021, the Company extended the lease agreement through June 30, 2024 at a monthly lease rate of $12 thousand, subject to annual increases in January based on changes in the consumer price index. The maturities and balance sheet presentation under all non-cancelable Operating Leases Maturity of lease liabilities 2022 $ 143,004 2023 143,004 2024 71,502 Total lease liabilities 357,510 Less: imputed interest (34,454 ) Present value of operating lease liability as of December 31, 2021 $ 323,056 Reported as of December 31, 2021 Lease liabilities — current $ 121,552 Lease liabilities — noncurrent 201,504 $ 323,056 As of December 31, 2021, the Company maintained a Right-Of-Use $323 Leases Legal Proceedings The Company, from time to time, may be party to litigation arising in the ordinary course of business. The Company was not subject to any material legal proceedings during the years ended December 31, 2021 and 2020, and, to the best of the Company’s knowledge, no material legal proceedings are currently pending or threatened. Indemnification Agreements The Company enters into standard indemnification agreements in the ordinary course of business. Pursuant to the agreements, the Company agrees to indemnify, hold harmless, and to reimburse the indemnified party for losses suffered or incurred by the indemnified party, generally the Company’s business partners, in connection with any U.S. patent or any copyright or other intellectual property infringement claim by any third-party with respect to the Company’s products. The term of these indemnification agreements is generally perpetual any time after execution of the agreement. The maximum potential amount of future payments the Company could be required to make under these indemnification agreements is unlimited. Through December 31, 2021, the Company had t experienced any losses related to these indemnification agreements and no material claims were outstanding. Other Matters In February 2022, the Company determined it was affected by a business email compromise fraud which resulted in a diversion of the Company’s capital to unknown parties. This incident led to a loss of $136 thousand of cash for the year ended December 31, 2021 which was recorded within other income, net in the Company’s statements of operations and comprehensive loss. Subsequent to December 31, 2021, an additional $590 thousand of cash was lost through the same incident. The Company implemented a variety of measures to further enhance its cybersecurity protections and minimize the impact of any future cyber incidents. The Company has insurance related to this event and expects to recover $300 thousand of losses in total. As of and for the year ended December 31, 2021, the Company recorded a $136 thousand insurance recovery receivable within prepaid expenses and other current assets in the Company’s balance sheet and a corresponding recovery of losses which offset the loss within other income, net in the Company’s statement of operations and comprehensive loss since the recovery of losses was considered probable. The remaining insurance recovery amount of $164 thousand relates to losses incurred subsequent to year end and will be recorded in the Company’s financial statements for the year ending December 31, 2022. |
Subsequent Events
Subsequent Events | 12 Months Ended |
Dec. 31, 2021 | |
Subsequent Events [Abstract] | |
Subsequent Events | 18. Subsequent Events The Company has completed an evaluation of all subsequent events after the balance sheet date of December 31, 2021 through March 8, 2022, the date the financial statements were issued, to ensure that these financial statements include appropriate disclosure of events both recognized in the financial statements as of December 31, 2021, and events which occurred subsequently but were not recognized in the financial statements. The Company has concluded that no subsequent events have occurred that require disclosure, except as disclosed within the financial statements. (a) Stock-based Compensation Activity Through the date the financial statements were issued, the Company has issued 693,330 shares of common stock in connection with exercises of stock options for gross proceeds of $404 thousand. (b) Business Combination Agreement On January 31, 2022, Comera, OTR, CLS Holdings, Comera Merger Sub and OTR Merger Sub, entered into an agreement and plan of merger (the “Business Combination Agreement”), pursuant to which (i) Comera Merger Sub will be merged with and into Comera (the “Comera Merger”), with Comera surviving the Comera Merger as a direct wholly-owned subsidiary of CLS Holdings and (ii) immediately following the consummation of the Comera Merger, OTR Merger Sub will be merged with and into OTR (the “OTR Merger”), with OTR surviving the OTR Merger as a direct wholly-owned subsidiary of CLS Holdings. The Business Combination Agreement contains customary representations and warranties, covenants, closing conditions and other terms relating to the Comera Merger and OTR Merger and the other transactions contemplated thereby which are expected to close in May 2022, contingent upon approval of OTR stockholders. Upon the closing of the Transaction (the “Closing”), by virtue of the Comera Merger, all shares of Comera common stock, par value $0.001 per share (“Comera Common Stock”), issued and outstanding immediately prior to the Closing (including shares of Comera Common Stock issued upon conversion of Comera preferred stock immediately prior to the Closing) will be canceled and converted into the right to receive shares of CLS Holdings common stock, par value $0.0001 per share (“CLS Holdings Common Stock”) and all outstanding Comera unvested stock options and Comera vested incentive stock options will be converted into options to purchase shares of CLS Holdings Common Stock, all Comera vested in-the-money non-qualified shares In addition and as part of the overall consideration payable to the Company’s stockholders, CLS Holdings shall place 3,150,000 shares of CLS Holdings Common Stock (the “Earn-Out Earn-out |
Basis of Presentation and Sig_2
Basis of Presentation and Significant Accounting Policies (Policies) | 12 Months Ended |
Dec. 31, 2021 | |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | |
Basis of Presentation | Basis of Presentation The accompanying financial statements have been prepared 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 Update (“ASU”) of the Financial Accounting Standards Board (“FASB”). |
Risks and Uncertainties | Risks and Uncertainties The Company is subject to risks and uncertainties common to early-stage companies in the biotechnology industry, including but not limited to, risks associated with completing preclinical studies and clinical trials, receiving regulatory approvals for product candidates, development by competitors of new biopharmaceutical products, dependence on key personnel, protection of proprietary technology, compliance with government regulations and the ability to secure additional capital to fund operations. Significant discovery, research and development efforts, including clinical testing and regulatory approval, are required prior to commercialization of any potential product candidates. These efforts require significant amounts of additional capital, adequate personnel and infrastructure and extensive compliance-reporting capabilities. Even if the Company’s product development efforts are successful, it is uncertain when, if ever, the Company will realize revenue from product sales. Through December 31, 2021, the Company has funded its operations primarily with proceeds from the issuance of capital units, convertible notes, and preferred stock. The Company has incurred recurring losses since its inception, including net losses of $5.5 million and $2.1 million for the years ended December 31, 2021 and 2020, respectively. In addition, as of December 31, 2021, the Company had an accumulated deficit of $16.9 million. The Company expects to continue to generate operating losses for the near future. The future viability of the Company is dependent on its ability to raise additional capital to finance its operations. The Company’s inability to raise capital as and when needed could have a negative impact on its financial condition and ability to pursue its business strategies. There can be no assurance that the current operating plan will be achieved or that additional funding will be available on terms acceptable to the Company, or at all. The Company does not believe the cash and cash equivalents on hand as of December 31, 2021 of $6.5 million will be sufficient to fund its operations and capital expenditure requirements for the next twelve months from the date the financial statements are issued. The Company will be required to raise additional capital to continue to fund operations and capital expenditures. 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 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. |
COVID-19 | COVID-19 In March 2020, COVID-19 COVID-19 The Company plans to continue to closely monitor the ongoing impact of the COVID-19 on-site in-person COVID-19 |
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 financial statements include, but are not limited to, the valuation of the Company’s common stock, capital and incentive units and stock-based compensation. Changes in estimates are recorded in the period in which they become known. Due to the risks and uncertainties involved in the Company’s business and evolving market conditions and, given the subjective element of the estimates and assumptions made, actual results may differ from estimated results. |
Fair Value Measurements | Fair Value Measurements The framework for measuring fair value provides a fair value hierarchy that prioritizes the inputs to valuation techniques used to measure fair value. The hierarchy gives the highest priority to unadjusted quoted prices in active markets for identical assets or liabilities (Level 1 measurements) and the lowest priority to unobservable inputs (Level 3 measurements). The three levels of the fair value hierarchy are described as follows: Level 1 - Inputs to the valuation methodology are unadjusted quoted prices for identical assets or liabilities in active markets that the Company has the ability to access. Level 2 - Inputs to the valuation methodology observable inputs, other than those in Level 1, such as quoted prices for similar assets or liabilities in active markets, quoted prices for identical or similar assets or liabilities in inactive markets, or other inputs that are observable or that can be corroborated by observable market data. Level 3 - Inputs to the valuation methodology are unobservable and significant to the fair value measurement. Due primarily to their short-term nature, certain financial instruments have fair values that approximate their carrying values. These instruments include accounts receivable, due from related parties, accounts payable, and accrued expenses. The fair value of long-term debt approximates its carrying value and has been estimated based on interest rates being offered for similar debt having the same or similar remaining maturities and terms of repayment. |
Concentrations of Credit Risk | Concentrations of Credit Risk The Company has no significant off-balance |
Segments | Segments Operating segments are defined as components of an entity for which separate discrete financial information is made available and that is regularly evaluated by the chief operating decision maker, or CODM, in making decisions regarding resource allocation and assessing performance. The Company’s CODM is the chief executive officer and our operations are managed as a single segment for the purposes of assessing performance and making operating decisions. |
Cash and Cash Equivalents | Cash and Cash Equivalents The Company considers all highly liquid investments with original maturities of three months or less at acquisition to be cash equivalents. The Company maintains its cash and cash equivalents at accredited financial institutions, in amounts that may exceed federally insured limits. |
Restricted Cash | Restricted Cash Restricted cash relates to amounts that are held on deposit by a financial institution for a specific purpose and are not available to the Company for immediate or general business use. Amounts are reported as current or noncurrent based on when the cash is expected to become available to the Company for its general business use. |
Accounts Receivable | Accounts Receivable Accounts receivable are stated at the amount management expects to collect from outstanding balances. An allowance for credit losses is provided for amounts considered to be uncollectible based upon management’s assessment of the collectability, which considers historical write-off |
Property and Equipment | Property and Equipment Property and equipment are recorded at cost. Depreciation is computed using the straight-line method over the estimated useful lives of the related assets, as follows: Laboratory equipment 5 years Leasehold improvements Lesser of lease term or 10 years Computer equipment 3 years Other equipment 5 years |
Impairment of Long-Lived Assets | Impairment of Long-Lived Assets The Company evaluates long-lived assets, which consist of property and equipment, for impairment whenever events or changes in circumstances indicate that the carrying amount of such assets may not be recoverable. Factors that the Company considers in deciding when to perform an impairment review include significant underperformance of the business in relation to expectations, significant negative industry or economic trends and significant changes or planned changes in the use of the assets. If an impairment review is performed to evaluate a long-lived asset group for recoverability, the Company compares forecasts of undiscounted cash flows expected to result from the use and eventual disposition of the long-lived asset group to its carrying value. An impairment loss would be recognized when estimated undiscounted future cash flows expected to result from the use of an asset group are less than its carrying amount. The impairment loss would be based on the excess of the carrying value of the impaired asset group over its fair value, determined based on discounted cash flows. The Company did not record any impairment loss during the years ended December 31, 2021 and 2020. |
Leases | Leases Effective January 1, 2021, the Company adopted ASU 2016-02, Leases right-of-use Right of use assets represent the Company’s right to use an underlying asset for the lease term and lease liabilities represent the Company’s obligation to make lease payments arising from the lease. Operating lease right of use assets and liabilities are recognized at commencement date based on the present value of lease payments over the lease term. The Company uses the implicit rate when readily determinable or an incremental borrowing rate applicable to the Company based on the information available at the commencement date, if an implicit rate is not readily available, in determining the present value of lease payments. As the Company has no existing or proposed collateralized borrowing arrangements, to determine a reasonable incremental borrowing rate, the Company considers collateral assumptions, the lease term, the Company’s current credit risk profile, and rates for existing borrowing arrangements for comparable peer companies. The Company accounts for the lease and fixed non-lease |
Fair Value Option for Convertible Notes | Fair Value Option for Convertible Notes As permitted under ASC 825, Financial Instruments |
Convertible Preferred Stock | Convertible Preferred Stock The Company accounts for convertible preferred stock subject to possible redemption in accordance with the guidance in ASC 480, Distinguishing Liabilities from Equity |
Income Taxes | Income Taxes From inception through April 30, 2021, the Company was a Delaware limited liability company for federal and state tax purposes and, therefore, all items of income or loss through April 30, 2021 flowed through to the members of the limited liability company. Accordingly, the Company did not record deferred tax assets or liabilities or have net operating loss carryforwards. Effective April 30, 2021, the Company converted from an LLC to a C corporation for federal and state income tax purposes. The Company accounts for income taxes using the asset and liability method in accordance with ASC Topic 740, Income Taxes The Company assesses the recording of uncertain tax positions by evaluating the minimum recognition threshold and measurement requirements a tax position must meet before being recognized as a benefit in the financial statements. The Company’s policy is to recognize interest and penalties accrued on any uncertain tax positions as a component of income tax expense, if any, in the Company’s statements of operations and comprehensive loss. |
Revenue and Contract Balances | Revenue and Contract Balances Effective January 1, 2019 and January 1, 2021, the Company adopted FASB ASU No. 2014-09 Revenue from Contracts with Customers No. 2018-18, Clarifying the Interaction between Topic 808 (Collaborative Arrangements) and Topic 606 (Revenue from Contracts with Customers) At inception, management determines whether contracts are within the scope of ASC 606 or other topics, including ASC 808, Collaborative Arrangements Identification of Performance Obligations. Transaction Price. Research and Development Services. co-development ASC 606. Customer Options. If an arrangement is determined to contain customer options that allow the customer to acquire additional goods or services, the goods and services underlying the customer options that are not determined to be material rights are not considered to be performance obligations at the outset of the arrangement, as they are contingent upon option exercise. The Company evaluates the customer options for material rights, or options to acquire additional goods or services for free or at a discount. If the customer options are determined to represent a material right, the material right is recognized as a separate performance obligation at the outset of the arrangement. The Company allocates the transaction price to material rights based on the relative standalone selling price, which is determined based on the identified discount and the probability that the customer will exercise the option. Amounts allocated to a material right are not recognized as revenue until, at the earliest, the option is exercised. Contract Balances. contract-by-contract |
Cost of Revenue | Cost of Revenue Cost of revenue primarily represents payroll and related personnel costs as well as allocated overhead, including occupancy and information technology expenses. Research and Development Expense |
Research and Development Expense | Research and development costs are expensed as incurred. Research and development expenses consist of costs incurred in performing research and development activities, including salaries, stock-based compensation and benefits, facilities costs, depreciation, and external costs of outside vendors. Non-refundable The Company has entered into various research and development related contracts. The Company records accrued liabilities for estimated ongoing research costs. When evaluating the adequacy of the accrued liabilities, the Company analyzes progress of the underlying activities. Stock-Based Compensation Expense |
Stock-Based Compensation Expense | Stock-based payments are accounted for in accordance with the provisions of ASC 718, Compensation – Stock Compensation The Company classifies stock-based compensation expense in its statements of operations and comprehensive loss in the same manner in which the award recipient’s cash compensation costs are classified. Given the absence of an active market for the Company’s equity, the Company and the board of directors were required to estimate the fair value of the Company’s common stock and incentive units at the time of each grant. The Company and the board of directors determined the estimated fair value of the Company’s equity instruments based on a number of factors, including external market conditions affecting the biotechnology industry sector. The Company and the board of directors utilized various valuation methodologies in accordance with the framework of the American Institute of Certified Public Accountants’ Technical Practice Aid, Valuation of Privately-Held Company Equity Securities Issued as Compensation |
Comprehensive Loss | Comprehensive Loss Comprehensive loss is defined as the change in equity from transactions and other events or circumstances from non-owner |
Net Loss per Share or Unit | Net Loss per Share or Unit The Company calculates basic and diluted net loss per share or unit in conformity with the two-class two-class Diluted net loss per unit is computed using the more dilutive of (a) the two-class (c) if-converted “if-converted” |
Subsequent Event Considerations | Subsequent Event Considerations The Company considers events or transactions that occur after the balance sheet date but prior to the date the financial statements are issued to provide additional evidence for certain estimates or to identify matters that require additional disclosure. Subsequent events have been evaluated as required. |
Recently Adopted Accounting Pronouncements | Recently Adopted Accounting Pronouncements In February 2016, the FASB issued ASU 2016-02, Leases (Topic 842) 2016-02”). 2016-02 right-of 2016-02, 2016-02, In June 2016, the FASB issued ASU No. 2016-13, Financial Instruments—Credit Losses (Topic 326)—Measurement of Credit Losses on Financial Instruments 2016-13”). 2016-13 2016-13, In November 2018, the FASB issued ASU 2018-18, Collaborative Arrangements (Topic 808): Clarifying the Interaction between Topic 808 and Topic 606 2018-18”). 2018-18 In August 2020, the FASB issued ASU 2020-06, Debt - Debt with Conversion and Other Options (Subtopic 470-20) 815-40): 2020-06”). 2020-06, if-converted |
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 financial statements and disclosures. |
Reclassification of Prior Year Presentation | Reclassification of Prior Year Presentation Certain immaterial prior year amounts have been reclassified for consistency with the current year presentation. These reclassifications had no effect on the reported results of operations. |
Basis of Presentation and Sig_3
Basis of Presentation and Significant Accounting Policies (Tables) | 12 Months Ended |
Dec. 31, 2021 | |
Property, Plant and Equipment [Abstract] | |
Summary of Estimated Useful Lives of Property and Equipment | Property and equipment are recorded at cost. Depreciation is computed using the straight-line method over the estimated useful lives of the related assets, as follows: Laboratory equipment 5 years Leasehold improvements Lesser of lease term or 10 years Computer equipment 3 years Other equipment 5 years |
Fair Value of Financial Asset_2
Fair Value of Financial Assets and Liabilities (Tables) | 12 Months Ended |
Dec. 31, 2021 | |
Fair Value Disclosures [Abstract] | |
Summary of Liabilities Measured on Recurring Basis, Unobservable Input Reconciliation | The following table sets forth a summ a Convertible Notes Value as of December 31, 2020 $ — Issuance of convertible notes 750,000 Change in fair value of convertible notes 76,738 Settlement into convertible preferred stock (826,738 ) Value as of December 31, 2021 $ — |
Cash, Cash Equivalents and Re_2
Cash, Cash Equivalents and Restricted Cash (Tables) | 12 Months Ended |
Dec. 31, 2021 | |
Cash and Cash Equivalents [Abstract] | |
Summary of Reconciliation of Cash And Cash Equivalents And Restricted Cash | The following table provides a reconciliation of cash, cash equivalents and restricted cash reported within the balance sheet and included in the statement of cash flows: December 31, 2021 2020 Cash and cash equivalents $ 6,510,140 $ 155,427 Restricted cash 50,000 25,000 Cash, cash equivalents, and restricted cash $ 6,560,140 $ 180,427 |
Prepaid Expenses and Other Cu_2
Prepaid Expenses and Other Current Assets (Tables) | 12 Months Ended |
Dec. 31, 2021 | |
Deferred Costs, Capitalized, Prepaid, and Other Assets Disclosure [Abstract] | |
Summary of Prepaid Expenses and Other Current Assets | Prepaid expenses and other current assets consisted of the following: December 31, 2021 2020 Contract assets $ 85,018 $ — Insurance recovery receivable 136,250 Prepaid employee benefits 2,000 10,722 Prepaid rent — 11,201 Other 47,380 17,770 Prepaid expenses and other current assets $ 270,648 $ 39,693 |
Property and Equipment, Net (Ta
Property and Equipment, Net (Tables) | 12 Months Ended |
Dec. 31, 2021 | |
Property, Plant and Equipment [Abstract] | |
Schedule of Property and Equipment, Net | Property and equipment, net consisted of the following: December 31, 2021 2020 Lab equipment $ 587,650 $ 463,817 Leasehold improvements 17,973 11,258 Computer equipment 21,747 10,282 Other equipment 9,411 9,411 636,781 494,768 Less accumulated depreciation (402,614 ) (316,478 ) Property and equipment, net $ 234,167 $ 178,290 |
Accrued Expenses and Other Cu_2
Accrued Expenses and Other Current Liabilities (Tables) | 12 Months Ended |
Dec. 31, 2021 | |
Payables and Accruals [Abstract] | |
Schedule of Accrued Expenses and Other Current Liabilities | Accrued expenses and other current liabilities consisted of the following: December 31, 2021 2020 Accrued bonus $ 349,000 $ — Professional fees 123,756 85,088 Accrued vacation 25,945 20,328 Other 7,910 1,394 Accrued expenses and other current liabilities $ 506,611 $ 106,810 |
Members' Equity And Corporate_2
Members' Equity And Corporate Reorganization (Tables) | 12 Months Ended |
Dec. 31, 2021 | |
Equity [Abstract] | |
Schedule of Capital Units | The following summarizes the activity of Capital Units for the year ended December 31, 2021: Class A1 Capital Units Class B1 Capital Units Class B1-A Capital Units Total Capital Units Units Amount Units Amount Units Amount Units Amount Balance as of December 31, 2020 8,811,088 $ 9,289,298 514,932 $ 1,329,024 102,986 $ 62,718 9,429,006 $ 10,681,040 Conversion of capital units into (8,811,088 ) (9,289,298 ) (514,932 ) (1,329,024 ) (102,986 ) (62,718 ) (9,429,006 ) (10,681,040 ) Balance as of December 31, 2021 — $ — — $ — — $ — — $ — The following summarizes the activity of Capital Units for the year ended December 31, 2020: Class A1 Capital Units Class B1 Capital Units Class B1-A Capital Units Total Capital Units Units Amount Units Amount Units Amount Units Amount Balance as of January 1, 2020 8,748,276 $ 9,118,198 — $ — — $ — 8,748,276 $ 9,118,198 Issuance of capital units, net of issuance costs of 62,812 171,100 514,932 1,329,024 102,986 62,718 680,730 1,562,842 Balance as of December 31, 2020 8,811,088 $ 9,289,298 514,932 $ 1,329,024 102,986 $ 62,718 9,429,006 $ 10,681,040 |
Convertible Preferred Stock (Ta
Convertible Preferred Stock (Tables) | 12 Months Ended |
Dec. 31, 2021 | |
Temporary Equity [Line Items] | |
Schedule of Convertible Preferred Stock | Convertible preferred stock consisted of the following as of December 31, 2021: Par Shares Shares Carrying Liquidation Common Series A-1 $ 0.001 6,000,000 6,000,000 $ 2,972,028 $ 18,000,000 6,000,000 Series A-2 $ 0.001 1,266,667 1,266,667 $ 1,865,374 $ 3,800,001 1,266,667 Series A-3 $ 0.001 527,752 527,752 $ 1,416,519 $ 1,583,256 527,752 Series A-4 $ 0.001 1,016,669 1,016,669 $ 3,035,377 $ 3,050,007 1,016,669 Series A-5 $ 0.001 514,932 514,932 $ 1,329,024 $ 2,162,714 514,932 Series A-6 $ 0.001 102,986 102,986 $ 62,718 $ 144,180 102,986 Series B-1 $ 0.001 4,219,409 3,970,465 $ 9,352,627 $ 9,410,002 3,970,465 Series B-2 $ 0.001 403,287 403,287 $ 823,786 $ 766,245 403,287 14,051,702 13,802,758 $ 20,857,453 $ 38,916,405 13,802,758 |
Series A Convertible Preferred Stock [Member] | |
Temporary Equity [Line Items] | |
Schedule of Convertible Preferred Stock | The following summarizes the activity of the Series A convertible preferred stock for the year ended December 31 , 2021: Series A-1 Series A-2 Series A-3 Series A-4 Series A-5 Series A-6 Shares Amount Shares Amount Shares Amount Shares Amount Shares Amount Shares Amount Balance as of December 31, — $ — — $ — — $ — — $ — — $ — — $ — Conversion of capital units 6,000,000 2,972,028 1,266,667 1,865,374 527,752 1,416,519 1,016,669 3,035,377 514,932 1,329,024 102,986 62,718 Balance as of December 6,000,000 $ 2,972,028 1,266,667 $ 1,865,374 527,752 $ 1,416,519 1,016,669 $ 3,035,377 514,932 $ 1,329,024 102,986 $ 62,718 |
Series B Convertible Preferred Stock [Member] | |
Temporary Equity [Line Items] | |
Schedule of Convertible Preferred Stock | The following summarizes the activity of the Series B convertible preferred stock for the year ended December 31, 2021: Series B-1 Convertible Preferred Stock Series B-2 Convertible Preferred Stock Shares Amount Shares Amount Balance as of December 31, 2020 — $ — — $ — Issuance of convertible preferred stock, net of issuance costs of $60,327 3,970,465 9,352,627 403,287 823,786 Balance as of December 31, 2021 3,970,465 $ 9,352,627 403,287 $ 823,786 |
Common Stock (Tables)
Common Stock (Tables) | 12 Months Ended |
Dec. 31, 2021 | |
Stockholders' Equity Note [Abstract] | |
Schedule of common stock reserved for future issuance | As of December 31 2021, the Company has reserved the following shares of common stock for future issuance: Shares reserved for conversion of preferred stock 10,835,366 Shares reserved for exercise of outstanding stock options 2,689,935 Shares reserved for issuance under equity compensation plans 262,616 Total shares of authorized common stock reserved for future issuance 13,787,917 |
Stock-Based Compensation (Table
Stock-Based Compensation (Tables) | 12 Months Ended |
Dec. 31, 2021 | |
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items] | |
Summary of Incentive Unit Activity | The following table summarizes the Company’s Incentive Unit activity for the year ended December 31, 2021: Unvested Weighted- Average Unvested as of December 31, 2020 429,963 $ 0.19 Vested (32,939 ) 0.43 Forfeited (4,428 ) 0.66 Cancelled (392,596 ) 0.10 Unvested as of December 31, 2021 — $ — |
Summary of Grant-date Fair Value of Stock Options Granted | The assumptions that the Company used to determine the grant-date fair value of stock options granted were as follows, presented on a weighted-average basis: Year Ended 2021 Expected option life (years) 5.6 Risk-free interest rate 0.90 % Expected volatility 62.84 % Expected dividend yield — % |
Summary of Stock Option Activity | The following table summarizes the Company’s stock option activity for the year ended December 31, 2021: Number of Weighted- Weighted- Aggregate Outstanding as of December 31, 2020 — $ — $ — Granted 3,052,355 0.59 Exercised (308,443 ) 0.59 88 Cancelled or forfeited (53,977 ) 0.59 Outstanding as of December 31, 2021 2,689,935 $ 0.59 9.5 $ 767 Exercisable as of December 31, 2021 1,637,156 $ 0.59 9.4 $ 467 |
Summary of Stock-based Compensation Expense | Stock-based compensation expense was allocated as follows: Year Ended December 31, 2021 2020 Cost of revenue $ 19,876 $ 2,924 Research and development 414,322 36,961 General and administrative 680,458 61,155 Total stock-based compensation $ 1,114,656 $ 101,040 |
OPM [Member] | |
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items] | |
Summary of Grant-date Fair Value of Stock Options Granted | The following table summarizes the inputs used in the OPM: Year Ended 2020 Company equity value (in millions) $3.6 - $10.7 Volatility 90.00% Time to liquidity (years) 3.0 Risk-free rate 0.15% - 0.22% |
Income Taxes (Tables)
Income Taxes (Tables) | 12 Months Ended |
Dec. 31, 2021 | |
Income Tax Disclosure [Abstract] | |
Summary of Effective Income Tax Rate Reconciliation | Year Ended 2021 Income tax at federal statutory tax rate 21.0 % State income taxes, net of federal benefit 5.3 % Income tax rate differential (3.0 )% Stock-based compensation (0.9 )% Permanent differences (0.3 )% Research and development tax credits 0.9 % Change in valuation allowance (23.0 )% Effective income tax rate — % |
Summary of Deferred Tax Assets and Liabilities | December 31, 2021 Deferred tax assets: Net operating loss carryforwards $ 885,617 R&D credit carryforwards 63,406 Lease liabilities 88,259 Stock-based compensation 173,069 Accrued expenses and other 176,231 1,386,582 Valuation allowance (1,235,082 ) 151,500 Deferred tax liabilities: Property and equipment and right of use assets (151,500 ) Net deferred tax assets $ — |
Net Loss per Share or Unit - _2
Net Loss per Share or Unit - Basic and Diluted (Tables) | 12 Months Ended |
Dec. 31, 2021 | |
Earnings Per Share [Abstract] | |
Schedule of Potentially Dilutive Common Stock Excluded from Computation of Diluted Net Loss Per Share | The following potentially dilutive common stock or member unit equivalents, presented based on amounts outstanding at each year end, were excluded from the computation of diluted net loss per share or unit because including them would have had an anti-dilutive effect: Year Ended December 31, 2021 2020 Options to purchase common stock 2,689,935 — Unvested incentive units — 331,547 Convertible preferred stock (as converted to common stock) 10,643,403 — |
Schedule of Calculation of Basic and Diluted Net Loss Per Share or Unit | The following table sets forth the calculation of basic and diluted net loss per share or unit: Year Ended December 31, 2021 2020 Net loss available to common stockholders or members — basic and diluted $ (5,451,778 ) $ (2,125,487 ) Weighted-average number of common shares or units used in computing net loss 3,012,603 8,521,250 Net loss per share or unit attributable to common stockholders or unit $ (1.81 ) $ (0.25 ) |
Commitments and Contingencies (
Commitments and Contingencies (Tables) | 12 Months Ended |
Dec. 31, 2021 | |
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 Maturity of lease liabilities 2022 $ 143,004 2023 143,004 2024 71,502 Total lease liabilities 357,510 Less: imputed interest (34,454 ) Present value of operating lease liability as of December 31, 2021 $ 323,056 Reported as of December 31, 2021 Lease liabilities — current $ 121,552 Lease liabilities — noncurrent 201,504 $ 323,056 |
Organization - Additional Infor
Organization - Additional Information (Details) - USD ($) | 12 Months Ended | |
Sep. 02, 2022 | Dec. 31, 2021 | |
Collaborative Arrangement and Arrangement Other than Collaborative [Line Items] | ||
Date of Incorporation | Jan. 25, 2022 | |
OTR Acquisition Corp | ||
Collaborative Arrangement and Arrangement Other than Collaborative [Line Items] | ||
Date of acquisition | May 19, 2022 | |
Reverse Recapitalization Transaction | ||
Collaborative Arrangement and Arrangement Other than Collaborative [Line Items] | ||
Goodwill recorded | $ 0 | |
Intangible assets recorded | $ 0 |
Basis of Presentation and Sig_4
Basis of Presentation and Significant Accounting Policies - Summary of Estimated Useful Lives of Property and Equipment (Details) | 12 Months Ended |
Dec. 31, 2021 | |
Laboratory Equipment [Member] | |
Property, Plant and Equipment [Line Items] | |
Property, Plant and Equipment, Useful Life | 5 years |
Leasehold Improvements [Member] | |
Property, Plant and Equipment [Line Items] | |
Property, Plant and Equipment, Estimated Useful Lives | Lesser of lease term or 10 years |
Computer Equipment [Member] | |
Property, Plant and Equipment [Line Items] | |
Property, Plant and Equipment, Useful Life | 3 years |
Other Machinery and Equipment [Member] | |
Property, Plant and Equipment [Line Items] | |
Property, Plant and Equipment, Useful Life | 5 years |
Basis of Presentation and Sig_5
Basis of Presentation and Significant Accounting Policies - Additional Information (Details) - USD ($) | 12 Months Ended | ||
Dec. 31, 2021 | Dec. 31, 2020 | ||
Product Information [Line Items] | |||
Net loss | $ 5,451,778 | $ 2,125,487 | |
Accumulated deficit | [1] | 16,899,825 | 11,448,047 |
Cash and cash equivalents on hand | 6,510,140 | 155,427 | |
Allowance for doubtful accounts receivable | 0 | 0 | |
Impairment of long lived assets | $ 0 | $ 0 | |
[1]Retroactively adjusted for the reverse recapitalization as described in Note 1. |
Fair Value of Financial Asset_3
Fair Value of Financial Assets and Liabilities - Summary of Liabilities Measured on Recurring Basis, Unobservable Input Reconciliation (Details) - Fair Value, Inputs, Level 3 [Member] | 12 Months Ended |
Dec. 31, 2021 USD ($) | |
Fair Value, Liabilities Measured on Recurring Basis, Unobservable Input Reconciliation [Line Items] | |
Value as of December 31, 2020 | $ 0 |
Issuance of convertible notes | 750,000 |
Change in fair value of convertible notes | 76,738 |
Settlement into convertible preferred stock | (826,738) |
Value as of December 31, 2021 | $ 0 |
Cash, Cash Equivalents and Re_3
Cash, Cash Equivalents and Restricted Cash - Summary of Reconciliation of Cash And Cash Equivalents And Restricted Cash (Details) - USD ($) | Dec. 31, 2021 | Dec. 31, 2020 | Dec. 31, 2019 |
Cash and Cash Equivalents [Abstract] | |||
Cash and cash equivalents | $ 6,510,140 | $ 155,427 | |
Restricted cash | 50,000 | 25,000 | |
Cash, cash equivalents, and restricted cash | $ 6,560,140 | $ 180,427 | $ 444,567 |
Prepaid Expenses and Other Cu_3
Prepaid Expenses and Other Current Assets - Summary of Prepaid Expenses and Other Current Assets (Details) - USD ($) | Dec. 31, 2021 | Dec. 31, 2020 |
Deferred Costs, Capitalized, Prepaid, and Other Assets Disclosure [Abstract] | ||
Contract assets | $ 85,018 | $ 0 |
Insurance recovery receivable | 136,250 | |
Prepaid employee benefits | 2,000 | 10,722 |
Prepaid rent | 0 | 11,201 |
Other | 47,380 | 17,770 |
Prepaid expenses and other current assets | $ 270,648 | $ 39,693 |
Property and Equipment, Net - S
Property and Equipment, Net - Schedule of Property and Equipment, Net (Details) - USD ($) | Dec. 31, 2021 | Dec. 31, 2020 |
Property, Plant and Equipment [Line Items] | ||
Property and equipment, gross | $ 636,781 | $ 494,768 |
Less accumulated depreciation | (402,614) | (316,478) |
Property and equipment, net | 234,167 | 178,290 |
Lab Equipment | ||
Property, Plant and Equipment [Line Items] | ||
Property and equipment, gross | 587,650 | 463,817 |
Leasehold Improvements | ||
Property, Plant and Equipment [Line Items] | ||
Property and equipment, gross | 17,973 | 11,258 |
Computer Equipment | ||
Property, Plant and Equipment [Line Items] | ||
Property and equipment, gross | 21,747 | 10,282 |
Other Equipment | ||
Property, Plant and Equipment [Line Items] | ||
Property and equipment, gross | $ 9,411 | $ 9,411 |
Property and Equipment, Net - A
Property and Equipment, Net - Additional Information (Details) - USD ($) | 12 Months Ended | |
Dec. 31, 2021 | Dec. 31, 2020 | |
Property, Plant and Equipment [Abstract] | ||
Depreciation expense | $ 86,136 | $ 89,749 |
Accrued Expenses and Other Cu_3
Accrued Expenses and Other Current Liabilities - Schedule of Accrued Expenses and Other Current Liabilities (Details) - USD ($) | Dec. 31, 2021 | Dec. 31, 2020 |
Payables and Accruals [Abstract] | ||
Accrued bonus | $ 349,000 | $ 0 |
Professional fees | 123,756 | 85,088 |
Accrued vacation | 25,945 | 20,328 |
Other | 7,910 | 1,394 |
Accrued expenses and other current liabilities | $ 506,611 | $ 106,810 |
Members' Equity And Corporate_3
Members' Equity And Corporate Reorganization - Schedule of Capital Units (Details) - USD ($) | 12 Months Ended | |||
Dec. 31, 2021 | Dec. 31, 2020 | |||
Capital Unit [Line Items] | ||||
Beginning Balance | $ 151,915 | [1] | $ 613,520 | |
Issuance of capital units, net of issuance costs | 1,562,842 | |||
Ending Balance | [1] | $ (14,686,247) | $ 151,915 | |
Capital Units [Member] | ||||
Capital Unit [Line Items] | ||||
Beginning Balance, Shares | 9,429,006 | 8,748,276 | ||
Beginning Balance | $ 10,681,040 | $ 9,118,198 | ||
Conversion of capital units into convertible preferred stock, Shares | (9,429,006) | |||
Conversion of capital units into convertible preferred stock, Value | $ (10,681,040) | |||
Issuance of capital units, net of issuance costs,Shares | 680,730 | |||
Issuance of capital units, net of issuance costs | $ 1,562,842 | |||
Ending Balance, Shares | 0 | 9,429,006 | ||
Ending Balance | $ 0 | $ 10,681,040 | ||
Class A1 Capital Units | ||||
Capital Unit [Line Items] | ||||
Beginning Balance, Shares | 8,811,088 | 8,748,276 | ||
Beginning Balance | $ 9,289,298 | $ 9,118,198 | ||
Conversion of capital units into convertible preferred stock, Shares | (8,811,088) | |||
Conversion of capital units into convertible preferred stock, Value | $ (9,289,298) | |||
Issuance of capital units, net of issuance costs,Shares | 62,812 | |||
Issuance of capital units, net of issuance costs | $ 171,100 | |||
Ending Balance, Shares | 0 | 8,811,088 | ||
Ending Balance | $ 0 | $ 9,289,298 | ||
Class B1 Capital Units | ||||
Capital Unit [Line Items] | ||||
Beginning Balance, Shares | 514,932 | 0 | ||
Beginning Balance | $ 1,329,024 | $ 0 | ||
Conversion of capital units into convertible preferred stock, Shares | (514,932) | |||
Conversion of capital units into convertible preferred stock, Value | $ (1,329,024) | |||
Issuance of capital units, net of issuance costs,Shares | 514,932 | |||
Issuance of capital units, net of issuance costs | $ 1,329,024 | |||
Ending Balance, Shares | 0 | 514,932 | ||
Ending Balance | $ 0 | $ 1,329,024 | ||
Class B1-A Capital Units | ||||
Capital Unit [Line Items] | ||||
Beginning Balance, Shares | 102,986 | 0 | ||
Beginning Balance | $ 62,718 | $ 0 | ||
Conversion of capital units into convertible preferred stock, Shares | (102,986) | |||
Conversion of capital units into convertible preferred stock, Value | $ (62,718) | |||
Issuance of capital units, net of issuance costs,Shares | 102,986 | |||
Issuance of capital units, net of issuance costs | $ 62,718 | |||
Ending Balance, Shares | 0 | 102,986 | ||
Ending Balance | $ 0 | $ 62,718 | ||
[1]Retroactively adjusted for the reverse recapitalization as described in Note 1. |
Members' Equity And Corporate_4
Members' Equity And Corporate Reorganization - Schedule of Capital Units (Details) (Parenthetical) | 12 Months Ended |
Dec. 31, 2020 USD ($) | |
Capital Units [Member] | |
Capital Unit [Line Items] | |
Share issuance costs | $ 50,068 |
Members' Equity And Corporate_5
Members' Equity And Corporate Reorganization - Additional Information (Details) | 12 Months Ended |
Dec. 31, 2020 USD ($) shares | |
Issuance of capital units, net of issuance costs | $ | $ 1,562,842 |
Capital Units [Member] | |
Gross cash proceeds | $ | $ 1,400,000 |
Class A One Capital Units [Member] | |
Number of common stock sold | shares | 62,812 |
Issuance of capital units, net of issuance costs | $ | $ 171,100 |
Class B1 Capital Units [Member] | |
Number of common stock sold | shares | 514,932 |
Class B1A Capital Units [Member] | |
Number of common stock sold | shares | 102,986 |
Convertible Preferred Stock - S
Convertible Preferred Stock - Schedule of Convertible Preferred Stock (Details) - USD ($) | 12 Months Ended | |
Dec. 31, 2021 | Apr. 30, 2021 | |
Temporary Equity [Line Items] | ||
Par Value | $ 0.001 | |
Shares Authorized | 14,051,702 | |
Shares Issued | 13,802,758 | |
Shares Outstanding | 13,802,758 | |
Carrying Value | $ 20,857,453 | |
Liquidation Preference | $ 38,916,405 | |
Common Stock Issuable Upon Conversion | 13,802,758 | |
Conversion of capital units into convertible preferred stock, Temporary equity value | $ (10,681,040) | |
Ending Balance, Shares | 13,802,758 | |
Ending Balance | $ 20,857,453 | |
Series A-1 Convertible Preferred Stock | ||
Temporary Equity [Line Items] | ||
Par Value | $ 0.001 | |
Shares Authorized | 6,000,000 | |
Shares Issued | 6,000,000 | 6,000,000 |
Shares Outstanding | 6,000,000 | |
Carrying Value | $ 2,972,028 | |
Liquidation Preference | $ 18,000,000 | |
Common Stock Issuable Upon Conversion | 6,000,000 | |
Beginning Balance, Shares | 0 | |
Beginning Balance | $ 0 | |
Conversion of capital units into convertible preferred stock, Temporary equity shares | 6,000,000 | |
Conversion of capital units into convertible preferred stock, Temporary equity value | $ 2,972,028 | |
Ending Balance, Shares | 6,000,000 | |
Ending Balance | $ 2,972,028 | |
Series A-2 Convertible Preferred Stock | ||
Temporary Equity [Line Items] | ||
Par Value | $ 0.001 | |
Shares Authorized | 1,266,667 | |
Shares Issued | 1,266,667 | 1,266,667 |
Shares Outstanding | 1,266,667 | |
Carrying Value | $ 1,865,374 | |
Liquidation Preference | $ 3,800,001 | |
Common Stock Issuable Upon Conversion | 1,266,667 | |
Beginning Balance, Shares | 0 | |
Beginning Balance | $ 0 | |
Conversion of capital units into convertible preferred stock, Temporary equity shares | 1,266,667 | |
Conversion of capital units into convertible preferred stock, Temporary equity value | $ 1,865,374 | |
Ending Balance, Shares | 1,266,667 | |
Ending Balance | $ 1,865,374 | |
Series A-3 Convertible Preferred Stock | ||
Temporary Equity [Line Items] | ||
Par Value | $ 0.001 | |
Shares Authorized | 527,752 | |
Shares Issued | 527,752 | 527,752 |
Shares Outstanding | 527,752 | |
Carrying Value | $ 1,416,519 | |
Liquidation Preference | $ 1,583,256 | |
Common Stock Issuable Upon Conversion | 527,752 | |
Beginning Balance, Shares | 0 | |
Beginning Balance | $ 0 | |
Conversion of capital units into convertible preferred stock, Temporary equity shares | 527,752 | |
Conversion of capital units into convertible preferred stock, Temporary equity value | $ 1,416,519 | |
Ending Balance, Shares | 527,752 | |
Ending Balance | $ 1,416,519 | |
Series A-4 Convertible Preferred Stock | ||
Temporary Equity [Line Items] | ||
Par Value | $ 0.001 | |
Shares Authorized | 1,016,669 | |
Shares Issued | 1,016,669 | 1,016,669 |
Shares Outstanding | 1,016,669 | |
Carrying Value | $ 3,035,377 | |
Liquidation Preference | $ 3,050,007 | |
Common Stock Issuable Upon Conversion | 1,016,669 | |
Beginning Balance, Shares | 0 | |
Beginning Balance | $ 0 | |
Conversion of capital units into convertible preferred stock, Temporary equity shares | 1,016,669 | |
Conversion of capital units into convertible preferred stock, Temporary equity value | $ 3,035,377 | |
Ending Balance, Shares | 1,016,669 | |
Ending Balance | $ 3,035,377 | |
Series A-5 Convertible Preferred Stock | ||
Temporary Equity [Line Items] | ||
Par Value | $ 0.001 | |
Shares Authorized | 514,932 | |
Shares Issued | 514,932 | 514,932 |
Shares Outstanding | 514,932 | |
Carrying Value | $ 1,329,024 | |
Liquidation Preference | $ 2,162,714 | |
Common Stock Issuable Upon Conversion | 514,932 | |
Beginning Balance, Shares | 0 | |
Beginning Balance | $ 0 | |
Conversion of capital units into convertible preferred stock, Temporary equity shares | 514,932 | |
Conversion of capital units into convertible preferred stock, Temporary equity value | $ 1,329,024 | |
Ending Balance, Shares | 514,932 | |
Ending Balance | $ 1,329,024 | |
Series A-6 Convertible Preferred Stock | ||
Temporary Equity [Line Items] | ||
Par Value | $ 0.001 | |
Shares Authorized | 102,986 | |
Shares Issued | 102,986 | 102,986 |
Shares Outstanding | 102,986 | |
Carrying Value | $ 62,718 | |
Liquidation Preference | $ 144,180 | |
Common Stock Issuable Upon Conversion | 102,986 | |
Beginning Balance, Shares | 0 | |
Beginning Balance | $ 0 | |
Conversion of capital units into convertible preferred stock, Temporary equity shares | 102,986 | |
Conversion of capital units into convertible preferred stock, Temporary equity value | $ 62,718 | |
Ending Balance, Shares | 102,986 | |
Ending Balance | $ 62,718 | |
Series B-1 Convertible Preferred Stock | ||
Temporary Equity [Line Items] | ||
Par Value | $ 0.001 | |
Shares Authorized | 4,219,409 | |
Shares Issued | 3,970,465 | 2,240,507 |
Shares Outstanding | 3,970,465 | |
Carrying Value | $ 9,352,627 | |
Liquidation Preference | $ 9,410,002 | |
Common Stock Issuable Upon Conversion | 3,970,465 | |
Beginning Balance, Shares | 0 | |
Beginning Balance | $ 0 | |
Ending Balance, Shares | 3,970,465 | |
Ending Balance | $ 9,352,627 | |
Issuance of convertible preferred stock, net of issuance costs, Shares | 3,970,465 | |
Issuance of convertible preferred stock, net of issuance costs | $ 9,352,627 | |
Series B-2 Convertible Preferred Stock | ||
Temporary Equity [Line Items] | ||
Par Value | $ 0.001 | |
Shares Authorized | 403,287 | |
Shares Issued | 403,287 | |
Shares Outstanding | 403,287 | |
Carrying Value | $ 823,786 | |
Liquidation Preference | $ 766,245 | |
Common Stock Issuable Upon Conversion | 403,287 | |
Beginning Balance, Shares | 0 | |
Beginning Balance | $ 0 | |
Ending Balance, Shares | 403,287 | |
Ending Balance | $ 823,786 | |
Issuance of convertible preferred stock, net of issuance costs, Shares | 403,287 | |
Issuance of convertible preferred stock, net of issuance costs | $ 823,786 |
Convertible Preferred Stock -_2
Convertible Preferred Stock - Schedule of Convertible Preferred Stock (Details) (Parenthetical) | 12 Months Ended |
Dec. 31, 2021 USD ($) | |
Convertible Preferred Stock [Member] | |
Temporary Equity [Line Items] | |
Share Issuance Costs | $ 60,327 |
Convertible Preferred Stock - A
Convertible Preferred Stock - Additional Information (Details) - USD ($) | 12 Months Ended | ||||
Jul. 31, 2021 | Jun. 30, 2021 | Apr. 30, 2021 | Dec. 31, 2021 | Dec. 31, 2020 | |
Temporary Equity [Line Items] | |||||
Convertible preferred stock, shares authorized | 14,051,702 | ||||
Temporary Equity Par Share Value | $ 0.001 | ||||
Temporary Equity Shares Issued | 13,802,758 | ||||
Proceeds From Issuance Of Convertible Preferred Stock | $ 9,349,675 | ||||
Series A Preferred Stock | |||||
Temporary Equity [Line Items] | |||||
Convertible preferred stock, shares authorized | 9,429,006 | ||||
Series A One Convertible Preferred Stock [Member] | |||||
Temporary Equity [Line Items] | |||||
Convertible preferred stock, shares authorized | 6,000,000 | ||||
Temporary Equity Par Share Value | $ 0.001 | ||||
Temporary Equity Shares Issued | 6,000,000 | 6,000,000 | |||
Series A Two Convertible Preferred Stock [Member] | |||||
Temporary Equity [Line Items] | |||||
Convertible preferred stock, shares authorized | 1,266,667 | ||||
Temporary Equity Par Share Value | $ 0.001 | ||||
Temporary Equity Shares Issued | 1,266,667 | 1,266,667 | |||
Series A Three Convertible Preferred Stock [Member] | |||||
Temporary Equity [Line Items] | |||||
Convertible preferred stock, shares authorized | 527,752 | ||||
Temporary Equity Par Share Value | $ 0.001 | ||||
Temporary Equity Shares Issued | 527,752 | 527,752 | |||
Series A Four Convertible Preferred Stock [Member] | |||||
Temporary Equity [Line Items] | |||||
Convertible preferred stock, shares authorized | 1,016,669 | ||||
Temporary Equity Par Share Value | $ 0.001 | ||||
Temporary Equity Shares Issued | 1,016,669 | 1,016,669 | |||
Series A Five Convertible Preferred Stock [Member] | |||||
Temporary Equity [Line Items] | |||||
Convertible preferred stock, shares authorized | 514,932 | ||||
Temporary Equity Par Share Value | $ 0.001 | ||||
Temporary Equity Shares Issued | 514,932 | 514,932 | |||
Series A Six Convertible Preferred Stock [Member] | |||||
Temporary Equity [Line Items] | |||||
Convertible preferred stock, shares authorized | 102,986 | ||||
Temporary Equity Par Share Value | $ 0.001 | ||||
Temporary Equity Shares Issued | 102,986 | 102,986 | |||
Series B One Convertible Preferred Stock [Member] | |||||
Temporary Equity [Line Items] | |||||
Convertible preferred stock, shares authorized | 4,219,409 | ||||
Temporary Equity Par Share Value | $ 0.001 | ||||
Temporary Equity Shares Issued | 2,240,507 | 3,970,465 | |||
Series B One Convertible Preferred Stock [Member] | Series B Purchase Agreement [Member] | |||||
Temporary Equity [Line Items] | |||||
Temporary Equity Par Share Value | $ 2.37 | ||||
Temporary Equity Shares Issued | 1,978,902 | ||||
Proceeds From Issuance Of Convertible Preferred Stock | $ 5,300,000 | ||||
Series B Two Convertible Preferred Stock [Member] | |||||
Temporary Equity [Line Items] | |||||
Convertible preferred stock, shares authorized | 403,287 | ||||
Temporary Equity Par Share Value | $ 0.001 | ||||
Temporary Equity Shares Issued | 403,287 | ||||
Series B Two Convertible Preferred Stock [Member] | Series B Purchase Agreement [Member] | |||||
Temporary Equity [Line Items] | |||||
Temporary Equity Shares Issued | 403,287 | ||||
Series B One Preferred Stock [Member] | |||||
Temporary Equity [Line Items] | |||||
Temporary Equity Par Share Value | $ 2.37 | ||||
Temporary Equity Shares Issued | 886,076 | 843,882 | |||
Proceeds From Issuance Of Convertible Preferred Stock | $ 2,100,000 | $ 2,000,000 | |||
Series B Convertible Preferred Stock [Member] | |||||
Temporary Equity [Line Items] | |||||
Convertible preferred stock, shares authorized | 4,622,696 |
Common Stock - Additional Infor
Common Stock - Additional Information (Details) - USD ($) | 12 Months Ended | |
Dec. 31, 2021 | Dec. 31, 2020 | |
Subsidiary, Sale of Stock [Line Items] | ||
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 |
Common Stock - Schedule of Comm
Common Stock - Schedule of Common Stock Reserved for Future Issuance (Details) - shares | Dec. 31, 2021 | Dec. 31, 2020 |
Equity [Abstract] | ||
Shares reserved for conversion of preferred stock | 10,835,366 | |
Shares reserved for exercise of outstanding stock options | 2,689,935 | 0 |
Shares reserved for issuance under equity compensation plans | 262,616 | |
Total shares of authorized common stock reserved for future issuance | 13,787,917 |
Stock-Based Compensation - Addi
Stock-Based Compensation - Additional Information (Details) - USD ($) $ / shares in Units, $ in Thousands | 12 Months Ended | ||
Dec. 31, 2021 | Dec. 31, 2020 | Mar. 04, 2014 | |
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items] | |||
Share based compensation arrangement by share based payment award number of shares available for grant | 262,616 | ||
Share based compensation arrangement by share based payment award award vesting period | 4 years | ||
Weighted-average grant date fair value of options granted | $ 0.53 | ||
Unrecognized compensation cost | $ 569 | ||
Unrecognized compensation cost related to non-vested awards, expected period | 3 years 6 months | ||
2014 Restricted Unit Plan | |||
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items] | |||
Number of shares authorized for issuance | 2,500,000 | ||
Restricted unit plan, extinguished date | Apr. 30, 2021 | ||
Share based compensation arrangement by share based payment award number of shares available for grant | 82,563 | ||
2021 Stock option and Grant Plan | |||
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items] | |||
Number of shares authorized for issuance | 3,260,994 | ||
Share based compensation arrangement by share based payment award number of shares available for grant | 262,616 |
Stock-Based Compensation - Summ
Stock-Based Compensation - Summary of Grant-date Fair Value of Stock Options Granted (Details) - USD ($) $ in Millions | 12 Months Ended | |
Dec. 31, 2021 | Dec. 31, 2020 | |
Expected option life (years) | 5 years 7 months 6 days | 3 years |
Risk-free interest rate | 0.90% | |
Expected volatility | 62.84% | 90% |
Expected dividend yield | 0% | |
Minimum [Member] | ||
Risk-free interest rate | 0.15% | |
Company equity value | $ 3.6 | |
Maximum [Member] | ||
Risk-free interest rate | 0.22% | |
Company equity value | $ 10.7 |
Stock-Based Compensation - Su_2
Stock-Based Compensation - Summary of Incentive Unit Activity (Detail) | 12 Months Ended |
Dec. 31, 2021 $ / shares shares | |
Share-Based Payment Arrangement [Abstract] | |
Opening balance, Unvested incentive units | 429,963 |
Opening balance, Weighted-average grant date fair value per unit | $ / shares | $ 0.19 |
Unvested incentive units, Vested | (32,939) |
Weighted-average grant date fair value per unit, Vested | $ / shares | $ 0.43 |
Unvested incentive units, Forfeited | (4,428) |
Weighted-average grant date fair value per unit, Forfeited | $ / shares | $ 0.66 |
Unvested incentive units, Cancelled | (392,596) |
Weighted-average grant date fair value per unit, Cancelled | 0.10% |
Closing balance, Unvested incentive units | 0 |
Closing balance, Weighted-average grant date fair value per unit | $ / shares | $ 0 |
Stock-Based Compensation - Su_3
Stock-Based Compensation - Summary of Stock Option Activity (Details) - USD ($) | 2 Months Ended | 12 Months Ended |
Mar. 08, 2022 | Dec. 31, 2021 | |
Share-Based Compensation Arrangement by Share-Based Payment Award, Options, Outstanding [Roll Forward] | ||
Number of options, Outstanding beginning balance | 2,689,935 | 0 |
Number of options, Granted | 3,052,355 | |
Number of options, Exercised | (693,330) | (308,443) |
Number of options, Cancelled or forfeited | (53,977) | |
Number of options, Outstanding ending balance | 2,689,935 | |
Number of options, Exercisable | 1,637,156 | |
Share-Based Compensation Arrangement by Share-Based Payment Award, Options, Outstanding, Weighted Average Exercise Price [Abstract] | ||
Weighted-average exercise price, Outstanding beginning balance | $ 0.59 | $ 0 |
Share-Based Compensation Arrangements by Share-Based Payment Award, Options, Grants in Period, Weighted Average Exercise Price | 0.59 | |
Weighted-average exercise price, Exercised | 0.59 | |
Share-Based Compensation Arrangements by Share-Based Payment Award, Options, Forfeitures in Period, Weighted Average Exercise Price | 0.59 | |
Weighted-average exercise price, Outstanding ending balance | 0.59 | |
Weighted-average exercise price, Exercisable | $ 0.59 | |
Share Based Compensation Arrangement By Share Based Payment Award Options Weighted Average Remaining Contractual Term [Abstract] | ||
Weighted-average remaining contractual term (years), Outstanding | 9 years 6 months | |
Weighted-average remaining contractual term (years), Exercisable | 9 years 4 months 24 days | |
Share Based Compensation Arrangement By Share Based Payment Award Options Aggregate Intrinsic Value [Abstract] | ||
Aggregate intrinsic value, Outstanding beginning balance | $ 767 | $ 0 |
Aggregate intrinsic value, Exercised | 88,000 | |
Aggregate intrinsic value, Outstanding ending balance | 767 | |
Aggregate intrinsic value, Exercisable | $ 467,000 |
Stock-Based Compensation - Su_4
Stock-Based Compensation - Summary of Stock-based Compensation Expense (Details) - USD ($) | 12 Months Ended | |
Dec. 31, 2021 | Dec. 31, 2020 | |
Stock-based compensation expense | ||
Stock-based compensation expense | $ 1,114,656 | $ 101,040 |
Cost of Revenue | ||
Stock-based compensation expense | ||
Stock-based compensation expense | 19,876 | 2,924 |
Research and Development | ||
Stock-based compensation expense | ||
Stock-based compensation expense | 414,322 | 36,961 |
General and Administrative | ||
Stock-based compensation expense | ||
Stock-based compensation expense | $ 680,458 | $ 61,155 |
Related Party Transactions - Ad
Related Party Transactions - Additional Information (Detail) - USD ($) | 12 Months Ended | |
Dec. 31, 2021 | Dec. 31, 2020 | |
Related Party Transactions [Abstract] | ||
Related party transaction selling general and administrative expenses | $ 5,000 | $ 21,000 |
Due from related parties | $ 286 | $ 5,400 |
Concentrations of Risk (Additio
Concentrations of Risk (Additional Information) (Details) | 12 Months Ended | |
Dec. 31, 2021 | Dec. 31, 2020 | |
Accounts Receivable | Customer Concentration Risk | Customer One | ||
Concentration Risk [Line Items] | ||
Concentration risk | 0% | 97% |
Note Payable - Additional Infor
Note Payable - Additional Information (Detail) - USD ($) | 12 Months Ended | |||
Jan. 07, 2021 | Apr. 24, 2020 | Dec. 31, 2021 | Dec. 31, 2020 | |
Proceeds from notes payable | $ 160,588 | |||
Gains losses on extinguishment of debt | $ 160,588 | $ 0 | ||
Promissory Note [Member] | ||||
Proceeds from notes payable | $ 161,000 | |||
Debt instrument interest rate terms | 2 years | |||
Debt instrument interest rate stated percentage | 1% | |||
Debt instrument periodic payment | $ 0 | |||
Gains losses on extinguishment of debt | $ 161,000 |
Income Taxes - Additional Infor
Income Taxes - Additional Information (Detail) | 12 Months Ended |
Dec. 31, 2021 USD ($) | |
Deferred tax assets increase decrease in the valuation allowance | $ 1,200,000 |
Net operating loss carryforwards | $ 3,200,000 |
Net operating loss carryforwards year of expiration | 2042 |
Unrecognized tax penalties income tax penalties and interest expenses | $ 0 |
State and Local Jurisdiction [Member] | Research Tax Credit Carryforward [Member] | |
Research and development tax credit carry forwards | 15,000 |
Domestic Tax Authority [Member] | Research Tax Credit Carryforward [Member] | |
Research and development tax credit carry forwards | $ 48,000 |
Income Taxes - Summary of Effec
Income Taxes - Summary of Effective Income Tax Rate Reconciliation (Detail) | 12 Months Ended |
Dec. 31, 2021 | |
Income Tax Disclosure [Abstract] | |
Income tax at federal statutory tax rate | 21% |
State income taxes, net of federal benefit | 5.30% |
Income tax rate differential | (3.00%) |
Stock-based compensation | (0.90%) |
Permanent differences | (0.30%) |
Research and development tax credits | 0.90% |
Change in valuation allowance | (23.00%) |
Effective income tax rate | 0% |
Income Taxes - Summary of Defer
Income Taxes - Summary of Deferred Tax Assets and Liabilities (Detail) | Dec. 31, 2021 USD ($) |
Deferred tax assets: | |
Net operating loss carryforwards | $ 885,617 |
R&D credit carryforwards | 63,406 |
Lease liabilities | 88,259 |
Stock-based compensation | 173,069 |
Accrued expenses and other | 176,231 |
Total | 1,386,582 |
Valuation allowance | (1,235,082) |
Net of valuation allowance | 151,500 |
Deferred tax liabilities: | |
Property and equipment and right of use assets | (151,500) |
Net deferred tax assets | $ 0 |
Net Loss per Share or Unit - _3
Net Loss per Share or Unit - Basic and Diluted - Schedule of Potentially Dilutive Common Stock Excluded from Computation of Diluted Net Loss Per Share (Details) - shares | 12 Months Ended | |
Dec. 31, 2021 | Dec. 31, 2020 | |
Share-Based Payment Arrangement, Option [Member] | ||
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | ||
Antidilutive securities excluded from computation of earnings per share, amount | 2,689,935 | |
Unvested Incentive Units [Member] | ||
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | ||
Antidilutive securities excluded from computation of earnings per share, amount | 331,547 | |
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 | 10,643,403 |
Net Loss per Share or Unit - _4
Net Loss per Share or Unit - Basic and Diluted - Schedule of Calculation of Basic and Diluted Net Loss Per Share or Unit (Details) - USD ($) | 12 Months Ended | ||
Dec. 31, 2021 | Dec. 31, 2020 | ||
Earnings Per Share [Abstract] | |||
Net loss available to common stockholders or members | $ (5,451,778) | $ (2,125,487) | |
Weighted-average number of common shares or units used in computing net loss per share or unit attributable to common stockholders or unit holders - basic | [1] | 3,012,603 | 8,521,250 |
Weighted-average number of common shares or units used in computing net loss per share or unit attributable to common stockholders or unit holders - diluted | [1] | 3,012,603 | 8,521,250 |
Net loss per share or unit attributable to common stockholders or unit holders-basic | [1] | $ (1.81) | $ (0.25) |
Net loss per share or unit attributable to common stockholders or unit holders-diluted | [1] | $ (1.81) | $ (0.25) |
[1]Retroactively adjusted for the reverse recapitalization as described in Note 1. |
Commitments and Contingencies -
Commitments and Contingencies - Additional Information (Details) - USD ($) | 1 Months Ended | 2 Months Ended | 12 Months Ended | ||
Mar. 10, 2021 | Dec. 31, 2021 | Mar. 08, 2022 | Dec. 31, 2021 | Dec. 31, 2020 | |
Loss Contingencies [Line Items] | |||||
Operating lease, weighted average discount rate | 8% | 8% | |||
Operating lease, weighted average lease term | 2 years 6 months | 2 years 6 months | |||
Operating cash flows used for operating leases | $ 136,000 | ||||
Lease cost | 139,000 | ||||
Losses on indemnification agreement | $ 0 | ||||
Insurance recovery receivable | 136,250 | 136,250 | |||
Right of use asset corresponding with operating lease liability right of use asset | 323,000 | $ 323,000 | |||
Rent expenses | $ 134,000 | ||||
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 at a monthly lease rate of $12 thousand | ||||
Lessee, operating lease, existence of option to extend [true false] | true | ||||
Lease expiration date | Jun. 30, 2024 | ||||
Payments for Rent | $ 12,000 | ||||
Business Email Compromise Fraud | |||||
Loss Contingencies [Line Items] | |||||
Business email compromise fraud losses, period of occurrence | In February 2022, the Company determined it was affected by a business email compromise fraud which resulted in a diversion of the Company’s capital to unknown parties. | ||||
Loss on business email compromise fraud | $ 590,000 | $ 136,000 | |||
Insurance recovered | 300,000 | ||||
Insurance recovery receivable | $ 136,000 | 136,000 | |||
Remaining insurance proceeds | $ 164,000 |
Commitments and Contingencies_2
Commitments and Contingencies - Summary of Maturities and Balance Sheet Presentation Under All Non-cancelable Operating Leases (Details) - USD ($) | Dec. 31, 2021 | Dec. 31, 2020 |
Maturity of lease liabilities | ||
Maturity of lease liabilities 2022 | $ 143,004 | |
2023 | 143,004 | |
2024 | 71,502 | |
Total lease liabilities | 357,510 | |
Less: imputed interest | (34,454) | |
Present value of operating lease liability as of December 31, 2021 | 323,056 | |
Lease liabilities - current | 121,552 | $ 0 |
Lease liabilities - noncurrent | 201,504 | $ 0 |
Operating lease liability | $ 323,056 |
Subsequent Events - Additional
Subsequent Events - Additional Information (Detail) | 2 Months Ended | 12 Months Ended | ||
Jan. 31, 2022 Day $ / shares shares | Mar. 08, 2022 USD ($) shares | Dec. 31, 2021 USD ($) $ / shares shares | Dec. 31, 2020 USD ($) $ / shares | |
Subsequent Event [Line Items] | ||||
Stock issued during the period shares exercise of options | shares | 693,330 | 308,443 | ||
Proceeds from exercise of stock options | $ | $ 404,000 | $ 180,000 | ||
Common stock, par value | $ 0.0001 | $ 0.0001 | ||
Number of shares placed into escrow | shares | 3,150,000 | |||
Earn-out trigger, weighted average share price | $ 12.5 | |||
Earn-out trigger, threshold trading days | Day | 20 | |||
Earn-out trigger, threshold consecutive trading days | Day | 30 | |||
Common stock consideration per share | $ 12.5 | |||
Comera Merger [Member] | ||||
Subsequent Event [Line Items] | ||||
Common stock, par value | 0.0001 | |||
Comera Merger [Member] | Comera Life Sciences Inc [Member] | ||||
Subsequent Event [Line Items] | ||||
Common stock, par value | $ 0.001 |