0001104659-21-139116 | 10-Q | XBRL Viewer | Transcode Therapeutics INC

STATEMENTS OF OPERATIONS - USD ($)	3 Months Ended		9 Months Ended
STATEMENTS OF OPERATIONS - USD ($)	Sep. 30, 2021	Sep. 30, 2020	Sep. 30, 2021	Sep. 30, 2020
Operating expenses
Research and development	$ 992,946	$ 53,936	$ 1,468,457	$ 132,636
General and administrative	1,366,963	185,555	1,696,444	214,967
Total operating expenses	2,359,909	239,491	3,164,901	347,603
Operating loss	(2,359,909)	(239,491)	(3,164,901)	(347,603)
Other income (expense)
Change in fair value of derivative liabilities		(840,000)	(867,000)	(840,000)
Change in fair market value of warrant liability	(1,340)	(14,164)	(6,109)	(14,164)
Grant income	31,735		88,786
Interest expense	(333)	(280,277)	(95,070)	(340,709)
Interest income	141	28	154	114
Total other income (expense)	30,203	(1,134,413)	(879,239)	(1,194,759)
Net loss	$ (2,329,706)	$ (1,373,904)	$ (4,044,140)	$ (1,542,362)
Weighted-average common shares outstanding	11,526,514	4,636,216	6,932,982	4,636,216
Net loss per share	$ (0.20)	$ (0.30)	$ (0.58)	$ (0.33)

Summary of Significant Accounting Policies (Policies)	9 Months Ended
Summary of Significant Accounting Policies (Policies)	Sep. 30, 2021
Summary of Significant Accounting Policies
Basis of Presentation	(a) Basis of Presentation The interim financial statements included herein are unaudited. These financial statements have been prepared in conformity with U.S. generally accepted accounting principles (U.S. GAAP) and the rules and regulations of the U.S. Securities and Exchange Commission (“SEC”). Any reference in these notes to applicable guidance is meant to refer to U.S. GAAP as found in the Accounting Standards Codification (ASC) and Accounting Standards Update (ASU) of the Financial Accounting Standards Board (FASB). In the opinion of management, these statements include all adjustments, consisting only of normal, recurring adjustments, necessary for a fair presentation of the financial position of TransCode Therapeutics, Inc. at September 30, 2021, and its results of operations and its cash flows for the three and nine months ended September 30, 2021 and 2020. The interim results of operations are not necessarily indicative of the results to be expected for a full year. These interim financial statements should be read in conjunction with the audited financial statements for the year ended December 31, 2020, and notes thereto contained in the Company’s prospectus dated July 8, 2021, filed with the SEC. Certain information and note disclosures normally included in financial statements prepared in accordance with U.S. GAAP have been omitted pursuant to such rules and regulations relating to interim financial statements.
Use of Estimates	(b) Use of Estimates The preparation of financial statements in conformity with U.S. GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities, including disclosure of contingent assets and liabilities, at the date of the financial statements, and the reported amounts of revenues and expenses during the reporting period. Due to the uncertainty of factors surrounding the estimates or judgments used in the preparation of the financial statements, actual results may materially vary from these estimates. Significant items subject to such estimates and assumptions include the valuation of share-based compensation, derivative liabilities, and warrant liability. Future events and their effects cannot be predicted with certainty; accordingly, accounting estimates require the exercise of judgment. Accounting estimates used in the preparation of these financial statements change as new events occur, as more experience is acquired, as additional information is obtained and as the operating environment changes.
Basic and Diluted Earnings (Loss) per Share	(c) Basic and Diluted Earnings (Loss) per Share Basic net earnings (loss) per share is determined by dividing the net income (loss) attributable to common stockholders by the weighted average number of shares of common stock outstanding during the period. Diluted net earnings (loss) per share includes the effect, if any, from the potential conversion, vesting or exercise of securities (Contingent Securities) such as convertible promissory notes and stock options, which would result in the issuance of incremental shares of common stock. The computation of diluted net earnings (loss) per shares does not include the conversion or exercise of Contingent Securities that would be antidilutive. The basic and diluted computations of net loss per share for the three and nine months ended September 30, 2021 and 2020, are the same because the effect of the Contingent Securities, if applicable, was antidilutive.
Cash and Cash Equivalents	(d) Cash and Cash Equivalents The Company classifies deposits in banks, money market funds and cash invested temporarily in various instruments with original maturities of three months or less as cash and cash equivalents. At times, the Company’s cash balances in U.S. banks may exceed the levels of insured amounts under the Federal Deposit Insurance Corporation (FDIC). The Company’s cash balances at September 30, 2021, were $22,499,856.
Fair Value of Financial Instruments	(e) Fair Value of Financial Instruments The Company’s financial instruments at September 30, 2021, and December 31, 2020, included cash and cash equivalents, accounts payable, accrued expenses, convertible notes, derivative liabilities related to the convertible notes and the warrant liability. Cash and cash equivalents and the derivative liabilities are reported at fair value. The recorded carrying amount of accounts payable and accrued expenses reflect their fair value due to their short-term nature. The carrying value of the interest-bearing convertible notes approximates fair value based upon the borrowing rates currently available to the Company for loans with similar terms and maturities.
Research and Development	(f) Research and Development Research and development costs are expensed as incurred and primarily comprise expenses to discover, research and develop therapeutic candidates. These expenses may include personnel costs, stock-based compensation expense, materials and supplies, allocated facility-related and depreciation expenses, third-party license fees, and costs under arrangements with third party vendors, such as contract research organizations (“CROs”), contract manufacturing organizations (“CMOs”), and consultants. Non-refundable prepayments for goods or services that will be used or rendered for future research and development activities are recorded as prepaid expenses. Such amounts are recognized as expenses as the goods are delivered or the related services are performed, or until it is no longer expected that the goods will be delivered or the services rendered. At September 30, 2021, and December 31, 2020, the Company’s outstanding payables to CROs or CMOs were $101,124 and $31,346, respectively. The Company has entered into various research and development-related contracts with companies both inside and outside of the United States. The related costs are recorded as research and development expenses as incurred. The Company records accruals for estimated ongoing research costs. When evaluating the adequacy of the accrued liabilities, the Company analyzes progress of the studies, including the phase or completion of events, invoices received and contracted costs. Significant judgments and estimates are made in determining the accrued balances at the end of any reporting period. Actual results could differ materially from the Company’s estimates. Patent Costs All legal fees and expenses and costs related to patent-related filings with governmental authorities incurred in connection with filing and prosecuting patent applications are expensed as incurred due to the uncertainty about the recovery of the expenditure. Amounts incurred are classified as general and administrative expenses.
Grant Income	(g) Grant Income Funds from grants are recognized as grant income in the statements of operations as and when earned for the specific research and development projects for which the grants are designated. Grant payments received are recorded as deferred grant income on the Company’s balance sheet until the related income has been earned. Grant income earned in excess of grant payments received is recorded as grant receivable on the Company’s balance sheet.
Share-Based Compensation	(h) Share-Based Compensation Share-based compensation, if any, for employees and non-employees is measured at the grant date based on the fair value of the award. The Company recognizes compensation expense, if any, for awards to employees and directors over the requisite service period, which is generally the vesting period of the respective award, and for awards to nonemployees over the period during which services are rendered by such nonemployees until completed. Generally, the Company issues awards with only service-based vesting conditions and records the expense for these awards using the straight-line method. The Company classifies share-based compensation expense in its statements of operations in the same manner in which the award recipient’s payroll costs are classified or in which the award recipient’s service payments are classified. Forfeitures are accounted for as they occur. Because prior to the IPO, there was no public market for the Company’s common stock, the estimated fair value of the common stock was determined by the Company’s board of directors (the “Board”) as of the date of each award, with input from management, considering, when available, third-party valuations of the Company’s common stock as well as the Board’s assessment of additional objective and subjective factors that it believed were relevant and which may have changed between the date of the most recent third-party valuation and the date of the grant. The assumptions used in calculating the fair value of share-based awards represent management’s best estimates and involve inherent uncertainties and the application of management’s judgment. As a result, if factors change and management uses different assumptions, share-based compensation expense could be materially different. The fair value of future awards will be determined using the closing price of the Company’s common stock on the date of grant. Certain stock appraisal methodologies utilize, among other variables, the volatility of the stock price. As an historically private company, the Company has lacked company-specific historical and implied volatility information for its stock. Therefore, it has estimated its expected stock price volatility based on the historical volatility of publicly traded peer companies and expects to continue to do so until such time, if ever, as it has adequate historical data regarding the volatility of its own traded stock price. The expected life of options awarded was estimated using the simplified method because the Company has limited historical information on which to base reasonable expectations about future exercise patterns and post-vesting employment. The risk-free interest rate is determined by reference to the U.S. Treasury yield curve in effect at the time of grant of the award for time periods approximately equal to the expected term of the award. Expected dividend yield is based on the fact that the Company has never paid cash dividends on its common stock and does not expect to pay cash dividends in the foreseeable future.
Income Taxes	(i) Income Taxes The Company provides for income taxes using the asset and liability approach. Deferred tax assets and liabilities are recorded based on the differences between the financial statement and tax bases of assets and liabilities and the tax rates in effect when these differences are expected to reverse. Deferred tax assets are reduced by a valuation allowance if, based on the weight of available evidence, it is more likely than not that some or all of the deferred tax assets will not be realized. As of September 30, 2021, and December 31, 2020, the Company had a full valuation allowance against deferred tax assets. The Company is subject to the provisions of ASC 740-10-25, Income Taxes (ASC 740). ASC 740 prescribes a more likely-than-not threshold for the financial statement recognition of uncertain tax positions. ASC 740 clarifies the accounting for income taxes by prescribing a minimum recognition threshold and measurement attribute for the financial statement recognition and measurement of a tax position taken or expected to be taken in a tax return. There are currently no open Federal or State tax audits. The Company has not recorded any liability for uncertain tax positions at September 30, 2021, or December 31, 2020.
Concentrations of Credit Risk	(j) Concentrations of Credit Risk Financial instruments that potentially expose the Company to concentrations of credit risk consist primarily of cash. The Company generally maintains balances in various accounts at one or more U.S. banks in amounts that may exceed federally insured limits. The Company has not experienced any losses related to its cash and does not believe that it is subject to unusual credit risk beyond the normal credit risk associated with commercial banking balances.
Derivative Liabilities	(k) Derivative Liabilities The Company does not use derivative instruments to hedge exposures to interest rate, market, or foreign currency risks. The Company evaluates all of its financial instruments, including convertible promissory notes, to determine if such instruments contain features that meet the definition of embedded derivatives. Embedded derivatives must be separately measured from the host contract if all the requirements for bifurcation are met. The assessment of the conditions surrounding the bifurcation of embedded derivatives depends on the nature of the host contract. Bifurcated embedded derivatives are recognized at fair value, with changes in fair value recognized in the statement of operations each period. Bifurcated embedded derivatives are classified with the related host contract in the Company’s balance sheet. In connection with the Company’s convertible promissory notes, the Company identified certain embedded and freestanding derivatives which it recorded as liabilities on the balance sheets and remeasured to fair value at each reporting date until the derivative was settled. Changes in the fair value of the derivative liabilities are recognized in the statements of operations.
Deferred Offering Costs	(l) Deferred Offering Costs The Company capitalizes certain legal, professional accounting and other third-party fees that are directly associated with in-process capital stock financings as deferred offering costs until such financings are consummated. After consummation of the financing, these costs are recorded in stockholders’ equity (deficit) as a reduction of additional paid-in capital generated as a result of the offering. Should a planned equity financing be abandoned, the deferred offering costs would be expensed immediately as a charge to operating expenses in the statements of operations. As of September 30, 2021, and December 31, 2020, the balances of deferred offering costs were $0 and $224,153, respectively, incurred in connection with the Company’s IPO and reported as long-term assets on the accompanying balance sheets. Total deferred offering costs of $934,427 were offset against proceeds received from the IPO and charged to additional paid-in capital.
Emerging Growth Company Status	(m) Emerging Growth Company Status The Company is an “emerging growth company” (“EGC”) as defined in the Jumpstart Our Business Startups Act (“JOBS Act”) and may take advantage of certain exemptions from various reporting requirements that are applicable to public companies that are not EGCs. The Company may take advantage of these exemptions until it is no longer an EGC under Section 107 of the JOBS Act and has elected to use the extended transition period for complying with new or revised accounting standards. As a result of this election, the Company’s financial statements may not be comparable to companies that comply with public company Financial Accounting Standards Board (“FASB”) standards’ effective dates. The Company may take advantage of these exemptions up until the last day of the fiscal year following the fifth anniversary of a public offering or such earlier time that it is no longer an EGC.
Recent Accounting Pronouncements	(n) Recent Accounting Pronouncements In August 2020, the FASB issued ASU No. 2020-06, Debt — Debt with Conversion and Other Options (Subtopic 470-20) and Derivatives and Hedging — Contracts in Entity’s Own Equity (Subtopic 815-40). ASU 2020-06 simplifies accounting for convertible instruments by removing major separation models required under current GAAP. The ASU also simplifies the diluted earnings per share (EPS) calculation in certain areas. The ASU is effective for public business entities that meet the definition of a Securities and Exchange Commission (SEC) filer, excluding entities eligible to be smaller reporting companies as defined by the SEC, for fiscal years beginning after December 15, 2021, including interim periods within those fiscal years. For all other entities, the standard will be effective for fiscal years beginning after December 15, 2023, including interim periods within those fiscal years. Early adoption is permitted. The Company is currently evaluating ASU 2020-06 and assessing the impact of its adoption on its financial statements. In December 2019, the FASB issued ASU No. 2019-12, Income Taxes (Topic 740): Simplifying the Accounting for Income Taxes. The amendments in ASU 2019-12 simplify the accounting for income taxes by removing certain exceptions to the general principles in Topic 740 and clarifying and amending existing guidance. The new standard is effective for fiscal years, and interim periods within those fiscal years, beginning after December 15, 2020, with early adoption permitted. The Company is currently evaluating ASU 2019-12 but does not believe the adoption of this standard will have a significant impact on its financial statements. In February 2016, the FASB issued ASU No. 2016-02, Leases (Topic 842), which supersedes the existing guidance for lease accounting (“Topic 842”). The FASB has issued several updates to the standard which: (i) clarify how to apply certain aspects of the new standard; (ii) provide an additional transition method for adoption of the new standard; (iii) provide a practical expedient for certain lessor accounting; and (iv) amend certain narrow aspects of the guidance. Topic 842 requires the identification of arrangements that should be accounted for as leases by lessees. In general, for lease arrangements exceeding a twelve- month term, these arrangements must be recognized as assets and liabilities on the balance sheet of the lessee. Under Topic 842, a right-of-use asset and lease obligation will be recorded for all leases, whether operating or financing, while the income statement will reflect lease expense for operating leases and amortization/ interest expense for financing leases. The balance sheet amount recorded for existing leases at the date of adoption of Topic 842 is calculated using the applicable incremental borrowing rate at the date of adoption. While Topic 842 is effective for the Company, the Company has no long-term leases requiring consideration under Topic 842.
Reverse Stock Split	(o) Reverse Stock Split On March 22, 2021, the Board and shareholders of the Company approved a reverse stock split of the Company’s common stock at a ratio of one share for every 1.6486484 shares previously held. All common stock share and per share data and conversion or exercise price data for applicable common stock equivalents included in these financial statements have been retroactively adjusted to reflect the reverse stock split.

STATEMENTS OF STOCKHOLDERS' EQUITY (DEFICIT) - USD ($)	Common Stock	Additional Paid-in Capital	Subscription Receivable	Accumulated Deficit	Total
Balance, beginning of period at Dec. 31, 2019	$ 464	$ 20,014	$ (12,272)	$ (1,117,989)	$ (1,109,783)
Balance, beginning of period (in shares) at Dec. 31, 2019	4,636,216
Increase (Decrease) in Stockholders' Equity [Roll Forward]
Net income (loss)				(41,260)	(41,260)
Interest on subscription receivable		123	(123)
Share based compensation		698			698
Balance, end of period at Mar. 31, 2020	$ 464	20,835	(12,395)	(1,159,249)	(1,150,345)
Balance, end of period (in shares) at Mar. 31, 2020	4,636,216
Balance, beginning of period at Dec. 31, 2019	$ 464	20,014	(12,272)	(1,117,989)	(1,109,783)
Balance, beginning of period (in shares) at Dec. 31, 2019	4,636,216
Increase (Decrease) in Stockholders' Equity [Roll Forward]
Net income (loss)					(1,542,362)
Interest on subscription receivable					368
Balance, end of period at Sep. 30, 2020	$ 464	53,162	(12,640)	(2,660,351)	(2,619,365)
Balance, end of period (in shares) at Sep. 30, 2020	4,636,216
Balance, beginning of period at Mar. 31, 2020	$ 464	20,835	(12,395)	(1,159,249)	(1,150,345)
Balance, beginning of period (in shares) at Mar. 31, 2020	4,636,216
Increase (Decrease) in Stockholders' Equity [Roll Forward]
Net income (loss)				(127,198)	(127,198)
Interest on subscription receivable		245	(245)
Share based compensation		699			699
Balance, end of period at Jun. 30, 2020	$ 464	21,779	(12,640)	(1,286,447)	(1,276,844)
Balance, end of period (in shares) at Jun. 30, 2020	4,636,216
Increase (Decrease) in Stockholders' Equity [Roll Forward]
Net income (loss)				(1,373,904)	(1,373,904)
Share based compensation		31,383			31,383
Balance, end of period at Sep. 30, 2020	$ 464	53,162	(12,640)	(2,660,351)	(2,619,365)
Balance, end of period (in shares) at Sep. 30, 2020	4,636,216
Balance, beginning of period at Dec. 31, 2020	$ 464	65,949	(12,763)	(3,461,882)	(3,408,232)
Balance, beginning of period (in shares) at Dec. 31, 2020	4,636,216
Increase (Decrease) in Stockholders' Equity [Roll Forward]
Net income (loss)				(4,485,338)	(4,485,338)
Interest on subscription receivable		128	(128)
Share based compensation		48,431			48,431
Balance, end of period at Mar. 31, 2021	$ 464	114,508	(12,891)	(7,947,220)	(7,845,139)
Balance, end of period (in shares) at Mar. 31, 2021	4,636,216
Balance, beginning of period at Dec. 31, 2020	$ 464	65,949	(12,763)	(3,461,882)	(3,408,232)
Balance, beginning of period (in shares) at Dec. 31, 2020	4,636,216
Increase (Decrease) in Stockholders' Equity [Roll Forward]
Net income (loss)					(4,044,140)
Interest on subscription receivable					323
Proceeds from subscription receivable					(3,640)
Balance, end of period at Sep. 30, 2021	$ 1,291	30,669,297	(9,446)	(7,506,022)	23,155,120
Balance, end of period (in shares) at Sep. 30, 2021	12,904,574
Balance, beginning of period at Mar. 31, 2021	$ 464	114,508	(12,891)	(7,947,220)	(7,845,139)
Balance, beginning of period (in shares) at Mar. 31, 2021	4,636,216
Increase (Decrease) in Stockholders' Equity [Roll Forward]
Net income (loss)				2,770,904	2,770,904
Interest on subscription receivable		103	(103)
Proceeds from subscription receivable			3,640		3,640
Share based compensation		34,514			34,514
Balance, end of period at Jun. 30, 2021	$ 464	149,125	(9,354)	(5,176,316)	(5,036,081)
Balance, end of period (in shares) at Jun. 30, 2021	4,636,216
Increase (Decrease) in Stockholders' Equity [Roll Forward]
Net income (loss)				(2,329,706)	(2,329,706)
Issuance of common stock in initial public offering, net of offering costs	$ 719	25,399,954			25,400,673
Issuance of common stock in initial public offering, net of offering costs ( in shares)	7,187,500
Conversion of convertible promissory notes, including embedded derivative, to common stock upon completion of initial public offering	$ 107	4,991,324			4,991,431
Conversion of convertible promissory notes, including embedded derivative, to common stock upon completion of initial public offering (in shares)	1,068,135
Exercise of warrants	$ 1	64,751			64,752
Exercise of warrants (in shares)	12,723
Interest on subscription receivable		92	(92)
Share based compensation		64,051			64,051
Balance, end of period at Sep. 30, 2021	$ 1,291	$ 30,669,297	$ (9,446)	$ (7,506,022)	$ 23,155,120
Balance, end of period (in shares) at Sep. 30, 2021	12,904,574

Commitments and Contingencies - License Agreement (Details) - USD ($)			1 Months Ended					9 Months Ended
	Nov. 08, 2021	Feb. 15, 2021	Aug. 31, 2021	Jul. 31, 2021	Nov. 30, 2020	Oct. 31, 2020	Nov. 30, 2018	Sep. 30, 2021	Dec. 31, 2020
Loss Contingencies [Line Items]
One-time non-refundable fee of license agreement							$ 50,000
Reimbursement of Licensor's patent costs at execution of the License							145,000
Minimum annual license fee							$ 25,000
Period within each anniversary of the effective date of the License that minimum annual license fee must be paid							60 days
Accrued license payments								$ 3,570	$ 42,300
Maximum total milestone payments								$ 1,550,000
Period within which the milestone payments should be paid upon achievement of the milestone								60 days
Milestone payment due when enrollment of first patient in a phase II clinical trial of a therapeutic product or process								$ 100,000
Milestone payment due when enrollment of first patient in a phase III clinical trial of a therapeutic product or process								200,000
Milestone payment due when first commercial sale of a therapeutic product or process								1,000,000
Milestone payment due when filing of an application for regulatory approval of a clinical diagnostic product or process								100,000
Milestone payment due when first regulatory approval of a clinical diagnostic product or process								$ 150,000
Royalties calculated as a percentage to on net sales of licensed products for therapeutic products or processes								3.00%
Royalties calculated as a percentage to on net sales of licensed products for clinical diagnostic products and processes								6.00%
Royalties calculated as a percentage of any and all sublicense income								30.00%
Notice period for terminating License								90 days
Period after the first commercial sale that the License shall continue if not terminated by the company								10 years
Royalty percentage beyond the term of the License								1.50%
Minimum annual license fee for Patent Family 1					$ 30,000	$ 25,000
Minimum annual license fee related to Patent Family 2								$ 10,000
Cost of option agreement		$ 5,000
Terms of extended option agreement with Licensor			6 months
Cost of extended option agreement	$ 5,000	$ 5,000
Computer-based phishing attack involving, amount				$ 526,435
Computer-based phishing attack involving recovery, amount				$ 45,682
Computer-based phishing attack involving recovery period				5 days
Computer based phishing attack, held by receiving bank pending resolution.				$ 480,753
Maximum \| Employee Severance
Loss Contingencies [Line Items]
Aggregate amount of severance								$ 2,412,000

STATEMENTS OF CASH FLOWS - USD ($)	9 Months Ended
STATEMENTS OF CASH FLOWS - USD ($)	Sep. 30, 2021	Sep. 30, 2020
Cash flows from operating activities:
Net loss	$ (4,044,140)	$ (1,542,362)
Adjustments to reconcile net loss to net cash used in operating activities
Depreciation	13,482
Share-based compensation expense	146,996	32,780
Change in fair market value of derivative liabilities	867,000	840,000
Non-cash interest expense	39,471	252,819
Change in fair market value of warrant liability	(6,109)	(14,164)
Changes in assets and liabilities:
Prepaid expenses and other current assets	(2,701,186)	(3,200)
Accounts payable and accrued expenses	1,766,148	80,429
Deferred grant income	220,075
Payment of amount due to related parties	(35,685)
Accrued interest on convertible promissory notes	55,598	87,890
Net cash used in operating activities	(3,666,132)	(237,480)
Cash flows from investing activities:
Purchase of equipment	(169,092)
Net cash used in investing activities	(169,092)
Cash flows from financing activities:
Proceeds from initial public offering (IPO) of common stock, net of offering costs	26,335,100
Proceeds from exercise of warrants	29,267
Proceeds from convertible promissory notes		1,190,000
Proceeds from subscription receivable	3,640
Payments of deferred offering costs	(860,943)	(61,055)
Net cash used in financing activities	25,507,064	1,128,945
Net change in cash and cash equivalents	21,671,840	891,465
Cash and cash equivalents, beginning of period	828,016	204,471
Cash and cash equivalents, end of period	22,499,856	1,095,936
Supplemental disclosure of non-cash investing and financing activities:
Accrued interest on subscriptions receivable	323	368
Debt discounts associated with derivative liabilities of convertible promissory notes	37,471	304,000
Deferred offering costs included in accounts payable and accrued expenses		$ 12,459
Conversion of convertible promissory notes, including embedded derivative, to common stock	4,991,431
Deferred offering costs adjusted into additional paid-in capital in connection with IPO	73,484
Fair value of warrant liability associated with warrant exercise	35,485
Underwriting discounts and commissions paid from gross proceeds of IPO	$ 2,414,900

Commitments and Contingencies

9 Months Ended

Sep. 30, 2021

Commitments and Contingencies

Commitments and Contingencies

(7) Commitments and Contingencies

(a) Leases

In March 2021, the Company entered into an agreement with Massachusetts Biomedical Initiatives, Inc. (“MBI”) whereby the Company has subleased approximately 2,484 square feet of laboratory space with room for minor administrative functions. The Company may also use shared laboratory equipment at the facility. The monthly rental is $6,210 and the Company pays an additional amount for its allocated share of operating expenses currently assessed at $15 per square foot or $3,105 per month. The agreement is for one year, includes an option to extend the agreement upon the mutual agreement of the parties, and is cancelable anytime upon 90 days’ notice. The lease commitment as of September 30, 2021, through February 28, 2022, amounts to $46,575. In March 2020, the Company entered into an agreement with the Pagliuca Harvard Life Lab whereby the Company rented one laboratory bench and the right to use certain common facilities at the Life Lab. In March 2021, the Company terminated the arrangement with the Life Lab.

(b) License Agreement

In November 2018, the Company licensed the exclusive rights to certain intellectual property to support development of its therapeutic candidates (“License”). The intellectual property licensed by the Company is owned by The General Hospital Corporation, d/b/a Massachusetts General Hospital, (“Licensor”). Payments by the Company under the license agreement included a one-time non-refundable fee of $50,000 paid after execution of the License; reimbursement of Licensor’s patent costs which, at execution of the License, were approximately $145,000; a minimum annual license fee of $25,000 payable within 60 days of each anniversary of the effective date of the License prior to the first commercial sale of a product or process covered by the License; milestone payments upon attainment of certain milestone events; royalties based on net sales of products covered by the patent-related rights; and a portion of any sublicense income received by the Company. The Company is responsible for the development and commercialization of the licensed assets and for meeting certain milestones set forth in the License.

At September 30, 2021 and December 31, 2020, the Company had accrued $3,570 and $42,300, respectively, in license payments under the terms of the License, included in accounts payable and accrued expenses. The amounts due at September 30, 2021, and at December 31, 2020, have been paid.

The milestone payments the Company shall pay to Licensor shall not exceed $1,550,000 based upon and subject to the attainment of each milestone event indicated below. These payments are generally due within 60 days of achievement of the milestone.


Milestone Event	Amount
Enrollment of first patient in a phase II clinical trial of a therapeutic product or process	$	100,000
Enrollment of first patient in a phase III clinical trial of a therapeutic product or process	$	200,000
First commercial sale of a therapeutic product or process	$	1,000,000
Filing of an application for regulatory approval of a clinical diagnostic product or process	$	100,000
First regulatory approval of a clinical diagnostic product or process	$	150,000

As of September 30, 2021, and December 31, 2020, no milestone events had been achieved.

In addition to milestone payments, royalties shall be paid to Licensor assessed on net sales of licensed products on a country-by-country basis in an amount equal to 3.0% for therapeutic products or processes and 6.0% for clinical diagnostic products and processes. The Company shall pay Licensor 30% of any and all sublicense income.

The Company has the right to terminate the License at any time by giving 90 days advance notice subject to the payment of any amounts due under the License at that time. The License may also be terminated for cause by either party upon the breach of the material obligations of the other party or the bankruptcy or liquidation of the other party. If the Company does not terminate the License, the term of the License shall continue until the latest of (i) the date on which all issued patents and filed patent applications subject to the License have expired or been abandoned; (ii) expiration of the last to expire regulatory exclusivity covering a covered product or process; or (iii) 10 years after the first commercial sale. The License requires the Company to make royalty payments beyond the term of the License at 1.5%.

In November 2020, the Company and Licensor amended the November 2018 license. Under the amendment, the intellectual property licensed in 2018 was categorized as “Patent Family 1” and a provisional patent filing related to the Company’s nanoparticle technology was added to Patent Family 1. A second patent family (“Patent Family 2”) was created which includes Licensor intellectual property targeting PD-L1.

The minimum annual license fee prior to the first commercial sale of a product or process covered by the License was increased from $25,000 per year to $30,000 per year for Patent Family 1 and a minimum annual license fee of $10,000 per year was added related to Patent Family 2. All other terms of the License including milestone payments, royalties and payment terms related to sublicense income received by the Company remain the same as in the original License.

Option Agreement

The Company signed an Exclusive Option And Internal Evaluation License Agreement (the “Option”) with the Licensor effective February 15, 2021. Under the Option, the Company has (1) the exclusive right to negotiate a license of a certain technology patented by the Licensor and (2) a non-exclusive internal evaluation license to allow the Company to evaluate the technology. The Option provided for a six-month term at a cost of $5,000 with a right to extend, upon the mutual agreement of the parties, for an additional six months for a second $5,000 payment. In August 2021, the Licensor agreed to extend the initial term of the Option until November 15, 2021, at no cost to the Company. Effective November 8, 2021, the Company and the Licensor agreed to extend the Option through May 22, 2022, at a cost to the Company of $5,000. The Company is also responsible for patent costs related to the subject technology incurred by Licensor during the Option period. Patent costs incurred by the Licensor prior to the effective date will not be reimbursed under the Option.

Prior to the IPO, the Company entered into employment agreements with its executive officers which became effective on completion of the IPO. The employment agreements provide the employee with, among other things, severance payments upon termination of the agreement by the Company for any reason other than for cause, death or disability or by the employee for good reason. The maximum aggregate severance payments under the agreements, which arise in the event of termination involving a Change of Control (as defined in the agreements), are approximately $2,412,000.

(d) Litigation

The Company may from time to time be subject to claims by others under various legal disputes. The defense of such claims, or any adverse outcome relating to any such claims, could have a material adverse effect on the Company’s liquidity, financial condition, and cash flows. At September 30, 2021, and December 31, 2020, the Company did not have any pending legal actions.

(e) Indemnification Agreements

In the ordinary course of business, the Company may provide indemnification of varying scope and terms to vendors, lessors, business partners, and other parties with respect to certain matters including, but not limited to, losses arising out of breach of such agreements or from intellectual property infringement claims made by third parties. In addition, the Company has entered into indemnification agreements with members of its board of directors and executive officers that require the Company, among other things, to indemnify the parties against certain liabilities that may arise by reason of their status or service as directors or officers. The maximum potential amount of future payments the Company could be required to make under these indemnification agreements is, in many cases, unlimited. To date, the Company has not incurred any costs as a result of payments required by such indemnifications. The Company is not aware of any indemnification arrangements that could have a material adverse effect on its financial position, results of operations or cash flows, and it has not accrued any liabilities related to such obligations in its financial statements, as of September 30, 2021, and December 31, 2020.

(f) Risks and Uncertainties

In December 2019, a novel strain of a virus named SARS-CoV-2 (severe acute respiratory syndrome coronavirus 2), or coronavirus, which causes COVID-19, surfaced in Wuhan, China, and subsequently spread worldwide, including to Eastern Massachusetts where the Company’s primary office and laboratory space is located. The coronavirus pandemic is evolving, and to date has led to the implementation of various responses, including government-imposed quarantines, travel restrictions and other public health safety measures. The extent to which the coronavirus impacts our operations directly or through parties on whom we depend will also depend on future developments, which are highly uncertain and cannot be predicted with confidence. The outcome of these events could delay the Company’s plans, increase its operating expenses and have a material adverse effect on its financial results.

In July 2021, the Company was subject to what it believes was a sophisticated computer-based phishing attack involving $526,435 of which $45,682 was recovered in five days while $480,753 was held by the receiving bank pending investigation and resolution. At September 30, 2021, the latter amount was included in the Other Current Assets; it was recovered in full on October 15, 2021. Management believes this incident had an immaterial impact on the Company’s financial condition and is reviewing its computer-related policies to implement additional defenses.

Net Loss Per Share

9 Months Ended

Sep. 30, 2021

Net Loss Per Share

Net Loss Per Share

(12) Net Loss Per Share

The Company reported net losses for the three and nine months ended September 30, 2021 and 2020. Basic and diluted net loss per share attributable to common stockholders are the same for all periods in which the Company reported losses because shares issuable on conversion of all convertible promissory notes, upon exercise of all warrants, and upon exercise of vested stock options have been excluded from the computation of diluted weighted-average shares outstanding because their inclusion would have been antidilutive.

The following table sets forth the computation of basic and diluted loss per share:


	Three Months Ended				Nine Months Ended
	September 30,				September 30,
	2021		2020		2021		2020
Basic earnings (loss) per share
Numerator
Net income (loss)	$	(2,329,706)	$	(1,373,904)	$	(4,044,140)	$	(1,542,362)
Denominator
Weighted-average common shares outstanding		11,526,514		4,636,216		6,932,982		4,636,216
Net earnings (loss) per share	$	(0.20)	$	(0.30)	$	(0.58)	$	(0.33)

Convertible Promissory Notes (Details)		1 Months Ended	3 Months Ended	6 Months Ended	9 Months Ended	25 Months Ended
Convertible Promissory Notes (Details)	Jul. 13, 2021 USD ($) shares	Dec. 31, 2020 USD ($)	Sep. 30, 2021 USD ($)	Jul. 12, 2021 USD ($)	Sep. 30, 2020 USD ($)	May 31, 2020 USD ($) item	May 02, 2018 USD ($)
Debt Instrument [Line Items]
Number of convertible promissory notes \| item						14
Aggregate principal amount of convertible promissory notes issued during period					$ 1,190,000	$ 2,240,000
Stated interest rate						6.00%
Accrued interest		$ 191,687
Less unamortized debt issuance costs	$ 6,002	8,002
Less unamortized debt discounts	107,852	145,323
Debt Instrument, Unamortized Discount (Premium) and Debt Issuance Costs, Net [Abstract]
Principal amount of convertible promissory notes	2,240,000	2,240,000
Less unamortized debt issuance costs	(6,002)	(8,002)
Less unamortized debt discounts	(107,852)	(145,323)
Convertible promissory notes, net	2,126,146	2,086,675
Long-term Debt, Other Disclosures [Abstract]
Derivative liabilities		1,751,000
Amortization of debt issuance costs		10,538
Note One
Debt Instrument [Line Items]
Accrued interest	92,548	80,137
Pre-money valuation limit for note conversion							$ 15,000,000
Principal Amount			$ 500,000
Note One \| Minimum
Debt Instrument [Line Items]
Conversion discount percentage							20.00%
Note One \| Maximum
Debt Instrument [Line Items]
Conversion discount percentage							30.00%
Note Two
Debt Instrument [Line Items]
Accrued interest	8,803	7,562
Principal Amount			50,000
Note Three
Debt Instrument [Line Items]
Accrued interest	13,249	10,767
Principal Amount			100,000
Note Four
Debt Instrument [Line Items]
Accrued interest	6,625	5,466
Principal Amount			50,000
Note Five
Debt Instrument [Line Items]
Accrued interest	6,707	5,384
Principal Amount			50,000
Note Six
Debt Instrument [Line Items]
Accrued interest	6,567	5,326
Principal Amount			50,000
Note Seven
Debt Instrument [Line Items]
Accrued interest	6,534	5,293
Principal Amount			50,000
Note Eight
Debt Instrument [Line Items]
Accrued interest	9,205	6,723
Principal Amount			100,000
Note Nine
Debt Instrument [Line Items]
Accrued interest	8,942	6,460
Principal Amount			100,000
Note Ten
Debt Instrument [Line Items]
Accrued interest	75,806	50,984
Principal Amount			1,000,000
Note Eleven
Debt Instrument [Line Items]
Accrued interest	2,780	1,790
Principal Amount			40,000
Note Twelve
Debt Instrument [Line Items]
Accrued interest	3,192	1,951
Principal Amount			50,000
Note Thirteen
Debt Instrument [Line Items]
Accrued interest	3,192	1,951
Principal Amount			50,000
Note Fourteen
Debt Instrument [Line Items]
Accrued interest	3,135	1,893
Principal Amount			50,000
IPO
Debt Instrument [Line Items]
Accrued interest	$ 247,285
Shares converted (in shares) \| shares	1,068,135
Accrued interest	$ 247,285	191,687
Less unamortized debt issuance costs	6,002
Less unamortized debt discounts	107,852
Debt Instrument, Unamortized Discount (Premium) and Debt Issuance Costs, Net [Abstract]
Principal amount of convertible promissory notes	2,240,000
Less unamortized debt issuance costs	(6,002)
Less unamortized debt discounts	(107,852)
Long-term Debt, Other Disclosures [Abstract]
Derivative liabilities	$ 2,618,000	$ 1,751,000
Increase (decrease) in fair value of the derivative liability				$ 867,000
Amortization of debt issuance costs			$ 2,000

Stockholders' Equity (Details)		1 Months Ended	3 Months Ended		9 Months Ended		12 Months Ended
Stockholders' Equity (Details)	Jul. 13, 2021 USD ($) $ / shares shares	Apr. 30, 2021 USD ($)	Sep. 30, 2021 USD ($) $ / shares shares	Sep. 30, 2020 USD ($)	Sep. 30, 2021 USD ($) $ / shares shares	Sep. 30, 2020 USD ($)	Dec. 31, 2018 item shares	Apr. 27, 2021 $ / shares shares	Dec. 31, 2020 USD ($) $ / shares shares
Class of Stock [Line Items]
Maximum number of shares which the Company is authorized to issue								300,000,000
Preferred stock, par value \| $ / shares			$ 0.0001		$ 0.0001			$ 0.0001	$ 0.0001
Common stock, par value \| $ / shares			$ 0.0001		$ 0.0001				$ 0.0001
Accumulated restricted common stock issued			4,636,216		4,636,216				4,636,216
Accumulated restricted common stock outstanding			4,636,216		4,636,216				4,636,216
Accumulated restricted common stock vested			4,617,287		4,617,287				4,489,738
Restricted shares issued in exchange for subscriptions receivable							292,250
Number of purchasers for restricted shares in exchange for subscriptions receivable \| item							2
Interest rate for subscriptions receivable							4.00%
Principal balance of subscriptions receivable \| $			$ 8,400		$ 8,400				$ 11,690
Accrued interest of subscriptions receivable \| $			$ 1,046		$ 1,046				$ 1,073
Preferred stock, shares issued			0		0				0
Repayment of subscription receivable \| $		$ 3,290
Common Stock, Number of Shares, Par Value and Other Disclosures [Abstract]
Cash dividends were declared or paid \| $			$ 0	$ 0	$ 0	$ 0
Common stock voting rights per share \| $ / shares					$ 1
IPO
Class of Stock [Line Items]
Shares issued (in shares)	7,187,500
Price per share (in dollars per share) \| $ / shares	$ 4.00
Gross proceeds from issuance \| $	$ 28,750,000
Underwriting commissions \| $	2,415,000
Proceeds from Issuance of Warrants \| $	100
Other offering expenses \| $	$ 934,427
Restricted Stock
Share-based Compensation Arrangement by Share-based Payment Award, Equity Instruments Other than Options, Nonvested, Number of Shares [Roll Forward]
Unvested restricted common stock, beginning balance					146,483
Shares vested					(127,554)
Unvested restricted common stock, ending balance			18,929		18,929
Common Stock
Class of Stock [Line Items]
Maximum number of shares which the Company is authorized to issue								290,000,000
Shares issued (in shares)			7,187,500
Preferred Stock
Class of Stock [Line Items]
Maximum number of shares which the Company is authorized to issue								10,000,000

Net Loss Per Share (Tables)

9 Months Ended

Sep. 30, 2021

Net Loss Per Share

Schedule of computation of basic and diluted net earnings (loss) per share


	Three Months Ended				Nine Months Ended
	September 30,				September 30,
	2021		2020		2021		2020
Basic earnings (loss) per share
Numerator
Net income (loss)	$	(2,329,706)	$	(1,373,904)	$	(4,044,140)	$	(1,542,362)
Denominator
Weighted-average common shares outstanding		11,526,514		4,636,216		6,932,982		4,636,216
Net earnings (loss) per share	$	(0.20)	$	(0.30)	$	(0.58)	$	(0.33)

Document and Entity Information - shares	9 Months Ended
Document and Entity Information - shares	Sep. 30, 2021	Nov. 15, 2021
Document and Entity Information [Abstract]
Document Type	10-Q
Document Quarterly Report	true
Document Transition Report	false
Document Period End Date	Sep. 30, 2021
Entity File Number	001-40363
Entity Registrant Name	TRANSCODE THERAPEUTICS, INC.
Entity Incorporation, State or Country Code	DE
Entity Tax Identification Number	81-1065054
Entity Address State Or Province	MA
Entity Address, Address Line One	6 Liberty Square, #2382
Entity Address, City or Town	Boston
Entity Address, Postal Zip Code	02109
City Area Code	857
Local Phone Number	837-3099
Title of 12(b) Security	Common Stock, $0.0001 par value per share
Trading Symbol	RNAZ
Security Exchange Name	NASDAQ
Entity Current Reporting Status	Yes
Entity Interactive Data Current	Yes
Entity Filer Category	Non-accelerated Filer
Entity Small Business	true
Entity Emerging Growth Company	true
Entity Ex Transition Period	false
Entity Shell Company	false
Entity Common Stock, Shares Outstanding		12,904,574
Entity Central Index Key	0001829635
Current Fiscal Year End Date	--12-31
Document Fiscal Year Focus	2021
Document Fiscal Period Focus	Q3
Amendment Flag	false

Fair Value Measurements

9 Months Ended

Sep. 30, 2021

Fair Value Measurements

Fair Value Measurements

(3) Fair Value Measurements

ASC 820, Fair Value Measurements, provides guidance on the development and disclosure of fair value measurements. The Company follows this guidance for fair value measurements, which defines fair value, establishes a framework for measuring fair value under U.S. GAAP, and expands disclosures about fair value measurements. The guidance requires fair value measurements be classified and disclosed in one of the following three categories:

●

Level 1: Quoted prices (unadjusted) in active markets that are accessible at the measurement date for identical assets or liabilities.

●

Level 2: Observable prices that are based on inputs not quoted on active markets but corroborated by market data.

●

Level 3: Unobservable inputs which are supported by little or no market activity and values determined using pricing models, discounted cash flow methodologies, or similar techniques, as well as instruments for which the determination of fair value requires significant judgment or estimation.

Fair value measurements discussed herein are based upon certain market assumptions and pertinent information available to management as of September 30, 2021, and December 31, 2020. The carrying amount of cash and accounts payable approximated fair value as they are short term in nature. The guidance in ASC 815, Derivatives and Hedging, required that we mark the value of our common stock warrant liability to market and recognize the change in valuation in our statements of operations each reporting period. Determining the warrant liability to be recorded required us to develop estimates to be used in calculating the fair value of the warrant. The fair value of the common stock warrants we issued were estimated based on a Black-Scholes model at the reporting date. The estimated fair value of the warrant liability and the derivative liability (“embedded put features”) included in the convertible promissory notes represent Level 3 measurements. The following table details the fair value measurement within the fair value hierarchy of the Company’s financial instruments, which includes the Level 3 liabilities:


	Fair value measurements as of
	December 31, 2020, using:
	Level 1		Level 2		Level 3		Total
Liabilities
Derivative liabilities	$	—	$	—	$	1,751,000	$	1,751,000
Warrant liability		—		—		29,376		29,376
	$	—	$	—	$	1,780,376	$	1,780,376

At September 30, 2021, the Company had no derivative liabilities or warrant liability.

During the three and nine months ended September 30, 2021 and 2020, there were no transfers between Level 1, Level 2 and Level 3.

A summary of the changes in the fair value of Level 3 financial instruments for the nine months ended September 30, 2021, is as follows:


	Level 3
Balance, December 31, 2020	$	1,780,376
Changes in fair value of derivative liability		867,000
Extinguishment of liability on conversion of Notes		(2,647,376)
Changes in fair value of warrant liability		6,109
Extinguishment of liability on exercise of warrants		(6,109)
Balance, September 30, 2021	$	—

For further discussion of the derivative liabilities, see Note 8. For further discussion of the warrant liability, see Note 10.

- Definition

The entire disclosure for the fair value of financial instruments (as defined), including financial assets and financial liabilities (collectively, as defined), and the measurements of those instruments as well as disclosures related to the fair value of non-financial assets and liabilities. Such disclosures about the financial instruments, assets, and liabilities would include: (1) the fair value of the required items together with their carrying amounts (as appropriate); (2) for items for which it is not practicable to estimate fair value, disclosure would include: (a) information pertinent to estimating fair value (including, carrying amount, effective interest rate, and maturity, and (b) the reasons why it is not practicable to estimate fair value; (3) significant concentrations of credit risk including: (a) information about the activity, region, or economic characteristics identifying a concentration, (b) the maximum amount of loss the entity is exposed to based on the gross fair value of the related item, (c) policy for requiring collateral or other security and information as to accessing such collateral or security, and (d) the nature and brief description of such collateral or security; (4) quantitative information about market risks and how such risks are managed; (5) for items measured on both a recurring and nonrecurring basis information regarding the inputs used to develop the fair value measurement; and (6) for items presented in the financial statement for which fair value measurement is elected: (a) information necessary to understand the reasons for the election, (b) discussion of the effect of fair value changes on earnings, (c) a description of [similar groups] items for which the election is made and the relation thereof to the balance sheet, the aggregate carrying value of items included in the balance sheet that are not eligible for the election; (7) all other required (as defined) and desired information.

+ References + Details

Fair Value Measurements (Tables)

9 Months Ended

Sep. 30, 2021

Fair Value Measurements

Schedule of fair value measurement within the fair value hierarchy of the Company's financial instruments


	Fair value measurements as of
	December 31, 2020, using:
	Level 1		Level 2		Level 3		Total
Liabilities
Derivative liabilities	$	—	$	—	$	1,751,000	$	1,751,000
Warrant liability		—		—		29,376		29,376
	$	—	$	—	$	1,780,376	$	1,780,376

Schedule of changes in the fair value of Level 3 financial instruments


	Level 3
Balance, December 31, 2020	$	1,780,376
Changes in fair value of derivative liability		867,000
Extinguishment of liability on conversion of Notes		(2,647,376)
Changes in fair value of warrant liability		6,109
Extinguishment of liability on exercise of warrants		(6,109)
Balance, September 30, 2021	$	—

Share-Based Compensation

9 Months Ended

Sep. 30, 2021

Share-Based Compensation

Share-Based Compensation

(11) Share-Based Compensation

Since inception, the Company has sold shares of restricted stock to co-founders, directors, managers, and advisors generally at prices believed to be fair market value at the time of the sale. Shares of restricted stock were reserved at the time of issue. To the extent that the sale price was less than the estimated fair market value at the grant date, a charge is recorded for the periods in which such shares vest. The vesting period for restricted stock is generally two to three years.

In April 2020, the Board approved the TransCode Therapeutics, Inc. 2020 Stock Option and Incentive Plan (the “2020 Plan”) providing for the issuance of options or other awards to purchase up to 3,032,787 shares of the Company’s Common Stock. The Board has determined not to make any further awards under the 2020 Plan following the closing of the IPO. In March 2021, our 2021 Stock Option and Incentive Plan (the “2021 Plan”) was approved by our Board and our stockholders and became effective upon the effectiveness of our IPO. The 2021 Plan provides for the issuance of options or other awards to purchase up to 2,500,000 shares of the Company’s Common Stock.

Both Plans provide for grants of equity in the form of stock awards, stock options and other instruments to employees, members of the Board, officers and consultants of and advisors to the Company. The Plans are administered by the Board or, at the discretion of the Board, by a committee of the Board. The amount and terms of grants are determined by the Board. The terms of options granted under the Plans generally are for ten (10) years after date of grant and are exercisable in cash or as otherwise determined by the Board. The vesting period for equity-based awards is determined at the discretion of the Board and is generally two to four years. If stock options granted under the 2021 Plan terminate, expire, or are surrendered or cancelled, the shares subject to such grants will again be available under the 2021 Plan.

The exercise price for incentive stock options is determined at the discretion of the Board but for grants to any person possessing less than 10% of the total combined voting power of all classes of stock may not have an exercise price less than 100% of the fair market value of the Common Stock on the grant date (110% for grants to any person possessing more than 10% of the total combined voting power of all classes of stock). The option term for incentive stock option awards may not be greater than ten years from the date of the grant (five years for grants to any person possessing more than 10% of the total combined voting power of all classes of stock).

In 2020, the Board awarded options to purchase 1,756,279 shares of Common Stock under the Plan, all of which were outstanding at September 30, 2021. In January 2021, the Board awarded options to purchase 36,393 shares of Common Stock under the Plan, all of which were outstanding at September 30, 2021. No awards have been made under the 2021 Plan.

At September 30, 2021, there were 891,304 options outstanding under the 2020 Plan that were vested and exercisable. Information about options to purchase Common Stock of the Company under the 2020 Plan is as follows:


		Weighted
		average		Weighted
		exercise		average
	Number of	price		contractual
	shares	per share		term (years)
Outstanding at December 31, 2019	—		—	—
Granted	1,756,279	$	0.25	5.9
Exercised	—		—	—
Forfeited	—		—	—
Outstanding at December 31, 2020	1,756,279	$	0.25	5.9
Granted	36,393	$	3.91	5.5
Exercised	—		—	—
Forfeited	—		—	—
Outstanding at September 30, 2021	1,792,672	$	0.32	5.9

The intrinsic value of the outstanding options as of September 30, 2021, was $4,786,434.

Option valuation

The assumptions that the Company used to determine the grant-date fair value of options granted in the three and nine months ended September 30, 2021, (no options were granted in the three months ended September 30, 2021) were as follows:


	Nine months ended
	September 30, 2021
Risk-free interest rate		0.59	%
Expected term (in years)		6.0
Expected volatility		97.20	%
Expected dividend yield		—	%
Fair value per share of underlying stock	$	3.91

The weighted average grant date fair value of the options granted in 2021 was $3.01 per share.

The Company recorded share-based compensation expense of $64,052 and $146,996 during the three months and nine months ended September 30, 2021, respectively. Share-based compensation in the three months ended September 30, 2021, was entirely related to stock options. Share-based compensation in the nine months ended September 30, 2021, comprised $145,599 related to stock options and $1,397 related to restricted stock. The remaining compensation costs to be recognized on the stock options is approximately $279,166 over approximately 2.15 years.

Warrants

9 Months Ended

Sep. 30, 2021

Warrants

Warrants

(10) Warrants

In connection with the May 2, 2018, issuance of the Convertible Promissory Note designated as “Note One” (see Note 8), the Company agreed to pay a cash fee to the finder involved in the sale and to issue to the finder warrants to purchase shares of the Company’s common stock. The number of shares of common stock subject to the warrants is equal to five percent of the number of shares of Common Stock into which Note One converts. The exercise price is the conversion price applicable on conversion of the Note. The number of shares of Common Stock to be issued to the holder of the Note on conversion of the Note is equal to the principal amount of the Note, plus accrued but unpaid interest to the date of conversion, divided by the applicable conversion price. The applicable conversion price is equal to the price paid for the Company’s equity securities in a Qualified Financing (as defined) less a discount. The discount ranges from 20% to 30% depending on the length of time after the investment to complete the Qualified Financing.

Pursuant to ASC 718, the obligation to issue the Warrants was accounted for as a liability until exercise or expiration as they are an award that embodies an unconditional obligation to issue an undeterminable number of shares for a fixed monetary amount known at inception. Upon issuance, the liability was reclassified to equity.

The obligation to issue Warrants has been recorded at fair value on inception date and was remeasured at each reporting period until exercise or expiration. The compensation cost recognized for a liability-classified award equals the amount for which the award is settled. Therefore, the Company measured the obligation to issue warrants at fair value on May 2, 2018, and remeasured fair value at each reporting period until the Warrants were exercised.

Regardless of the applicable conversion price resulting from application of the foregoing process, the applicable conversion price could not exceed that price per share that equates to a $15 million pre-money valuation. The Warrants were exercised in full the day prior to the IPO at an exercise price of $2.32 per share. Also, at the time of exercise, in addition to recording the aggregate exercise price of the warrants, the Company also extinguished the balance of the warrant liability.

A summary regarding the fair value of the warrant liability is as follows:


	Warrant Liability
Fair value at December 31, 2020	$	29,376
Change in fair value		6,109
Fair value at July 12, 2021 (date of exercise)		35,485
Extinguishment of warrant liability on warrant exercise		(35,485)
Fair value at September 30, 2021	$	—

The fair value of the Company’s warrant liability was calculated using the Black-Scholes model and the following assumptions:


	As of			As of
	July 13,			December 31,
	2021			2020
Fair value per share of Company’s common stock	$	3.94		$	3.91
Dividend yield		0.0	%		0.0	%
Expected volatility		88.0	%		84.0	%
Risk free interest rate		0.6	%		0.3	%
Expected life (years)		3.44			4.67
Fair value of warrants	$	35,485		$	29,376

Underwriter Warrants

In connection with the IPO, the Company granted the underwriters warrants to purchase up to 312,500 shares of Company common stock at an exercise price of $5.00 per share, which amount is 125% of the initial public offering price. The warrants have a

five-year term and are not exercisable prior to January 9, 2022. All of the warrants were outstanding at September 30, 2021. The Company accounts for the warrants as a component of stockholders’ equity.

Warrants (Tables)

9 Months Ended

Sep. 30, 2021

Fair Value, Liabilities Measured on Recurring Basis, Unobservable Input Reconciliation [Line Items]

Schedule of fair value of the warrant liability


	Level 3
Balance, December 31, 2020	$	1,780,376
Changes in fair value of derivative liability		867,000
Extinguishment of liability on conversion of Notes		(2,647,376)
Changes in fair value of warrant liability		6,109
Extinguishment of liability on exercise of warrants		(6,109)
Balance, September 30, 2021	$	—

Warrant liability

Fair Value, Liabilities Measured on Recurring Basis, Unobservable Input Reconciliation [Line Items]

Schedule of fair value of the warrant liability


	Warrant Liability
Fair value at December 31, 2020	$	29,376
Change in fair value		6,109
Fair value at July 12, 2021 (date of exercise)		35,485
Extinguishment of warrant liability on warrant exercise		(35,485)
Fair value at September 30, 2021	$	—

Schedule of assumptions of the fair value of the Company's warrant liability


	As of			As of
	July 13,			December 31,
	2021			2020
Fair value per share of Company’s common stock	$	3.94		$	3.91
Dividend yield		0.0	%		0.0	%
Expected volatility		88.0	%		84.0	%
Risk free interest rate		0.6	%		0.3	%
Expected life (years)		3.44			4.67
Fair value of warrants	$	35,485		$	29,376

Share-Based Compensation - Additional Information (Details) - shares	1 Months Ended		9 Months Ended	12 Months Ended
	Sep. 30, 2021	Apr. 30, 2020	Sep. 30, 2021	Dec. 31, 2020	Jan. 31, 2021
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Options awarded during period	0		36,393	1,756,279
Significant shareholder threshold used for determining exercise price			10.00%
Exercise price as a percentage of fair value			100.00%
Exercise price as a percentage of fair value for shareholders owning specified minimum amount			110.00%
Option terms for shareholders owning specified minimum amount			5 years
Stock Option and Incentive Plan 2020
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Shares approved for issuance of options or other awards		3,032,787
Terms of award		10
Stock Option and Incentive Plan 2020 \| Minimum
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Vesting period		2 years
Stock Option and Incentive Plan 2020 \| Maximum
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Vesting period		4 years
Stock Option and Incentive Plan 2021
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Shares approved for issuance of options or other awards		2,500,000
Options awarded during period			0
Options \| Stock Option and Incentive Plan 2020
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Shares approved for issuance of options or other awards				1,756,279	36,393
Options available for future grants	891,304		891,304

Convertible Promissory Notes

9 Months Ended

Sep. 30, 2021

Convertible Promissory Notes

Convertible Promissory Notes

(8) Convertible Promissory Notes

From May 2018 through May 2020, the Company issued 14 convertible promissory notes (“Notes”) having an aggregate principal amount of $2,240,000 with an interest rate of 6% per annum. These Notes and accrued interest thereon converted into 1,068,135 shares of the Company’s common stock in connection with the Company’s IPO. As of the IPO (July 13, 2021) and at December 31, 2020, total accrued interest on the Notes was $247,285 and $191,687, respectively.

Convertible promissory notes at the time of the IPO comprised the following:


		Principal		Accrued Interest at		Accrued Interest at
Note Identifier	Issue Date	Amount		July 13, 2021		December 31, 2020
Note One	May 2, 2018	$	500,000	$	92,548	$	80,137
Note Two	June 26, 2018	$	50,000	$	8,803	$	7,562
Note Three	March 2, 2019	$	100,000	$	13,249	$	10,767
Note Four	March 5, 2019	$	50,000	$	6,625	$	5,466
Note Five	March 8, 2019	$	50,000	$	6,707	$	5,384
Note Six	March 15, 2019	$	50,000	$	6,567	$	5,326
Note Seven	March 20, 2019	$	50,000	$	6,534	$	5,293
Note Eight	November 7, 2019	$	100,000	$	9,205	$	6,723
Note Nine	November 7, 2019	$	100,000	$	8,942	$	6,460
Note Ten	February 17, 2020	$	1,000,000	$	75,806	$	50,984
Note Eleven	April 3, 2020	$	40,000	$	2,780	$	1,790
Note Twelve	May 8, 2020	$	50,000	$	3,192	$	1,951
Note Thirteen	May 8, 2020	$	50,000	$	3,192	$	1,951
Note Fourteen	May 15, 2020	$	50,000	$	3,135	$	1,893

The unamortized amounts of debt issuance costs and debt discounts at the IPO and December 31, 2020, are:


	July 13, 2021		December 31, 2020
Principal amount of convertible promissory notes	$	2,240,000	$	2,240,000
Less unamortized debt issuance costs		(6,002)		(8,002)
Less unamortized debt discounts		(107,852)		(145,323)
Convertible promissory notes, net	$	2,126,146	$	2,086,675

Settlement of the Notes required that, at the closing of a Qualified Financing (as defined) the Company provide the holder with a variable number of shares with an aggregate fair value determined by reference to the debt principal and accrued but unpaid interest. In this scenario, the value that the holder receives at settlement does not vary with the value of the Company’s common stock, so the settlement provision was not a typical conversion option. Rather, the share settlement feature was considered a contingent redemption provision (i.e., a contingent embedded put). The Company evaluated the embedded put features in accordance with ASC 815-15-25. The embedded puts are not clearly and closely related to the debt host instrument and therefore have been separately measured at fair value, with subsequent changes in fair value recognized in the statement of operations.

Management used a scenario-based analysis to estimate the fair value of the embedded put features upon issuance of the Notes. The original values of the embedded put features were recorded as a debt discount to the Notes which discount is amortized over the life of the Notes as non-cash interest expense during the reporting periods.

The IPO constituted a Qualified Financing. At the IPO and December 31, 2020, the fair value of the derivative liability was $2,618,000 and $1,751,000, respectively. Between December 31, 2020, and the IPO, the Company recorded a decrease in fair value of the derivative liability of $867,000.

In the year ended December 31, 2020, the Company amortized debt issuance costs of $10,538 to interest expense. In 2021, through the IPO, the Company amortized $2,000 of debt issuance costs to interest expense.

On the IPO, the full principal amount of Notes outstanding of $2,240,000, the full amount of derivative liabilities associated with the Notes of $2,618,000, as well as accrued interest of $247,285, converted into 1,068,135 shares of common stock. In connection with the conversion of the Notes, the balances of debt discount and debt issuance costs, in the amounts of $107,852 and $6,002, respectively, were also eliminated.

Share-Based Compensation (Table)

9 Months Ended

Sep. 30, 2021

Share-Based Compensation

Summary of options activity


		Weighted
		average		Weighted
		exercise		average
	Number of	price		contractual
	shares	per share		term (years)
Outstanding at December 31, 2019	—		—	—
Granted	1,756,279	$	0.25	5.9
Exercised	—		—	—
Forfeited	—		—	—
Outstanding at December 31, 2020	1,756,279	$	0.25	5.9
Granted	36,393	$	3.91	5.5
Exercised	—		—	—
Forfeited	—		—	—
Outstanding at September 30, 2021	1,792,672	$	0.32	5.9

Assumptions for estimating the fair value of options


	Nine months ended
	September 30, 2021
Risk-free interest rate		0.59	%
Expected term (in years)		6.0
Expected volatility		97.20	%
Expected dividend yield		—	%
Fair value per share of underlying stock	$	3.91

Net Loss Per Share - Schedule of Computation of Basic And Diluted Net Earnings (Loss) Per Share (Details) - USD ($)	3 Months Ended						9 Months Ended
	Sep. 30, 2021	Jun. 30, 2021	Mar. 31, 2021	Sep. 30, 2020	Jun. 30, 2020	Mar. 31, 2020	Sep. 30, 2021	Sep. 30, 2020
Numerator
Net income (loss)	$ (2,329,706)	$ 2,770,904	$ (4,485,338)	$ (1,373,904)	$ (127,198)	$ (41,260)	$ (4,044,140)	$ (1,542,362)
Denominator
Weighted-average common shares outstanding, basic	11,526,514			4,636,216			6,932,982	4,636,216
Net earnings (loss) per share attributable to common stockholders, basic	$ (0.20)			$ (0.30)			$ (0.58)	$ (0.33)

- Definition

The amount of net income (loss) for the period per each share of common stock or unit outstanding during the reporting period.

+ References

Reference 1: http://www.xbrl.org/2003/role/disclosureRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 250
-SubTopic 10
-Section 50
-Paragraph 3
-URI http://asc.fasb.org/extlink&oid=109234566&loc=d3e22583-107794

Reference 2: http://www.xbrl.org/2003/role/disclosureRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 250
-SubTopic 10
-Section 50
-Paragraph 11
-Subparagraph (b)
-URI http://asc.fasb.org/extlink&oid=109234566&loc=d3e22694-107794

Reference 3: http://www.xbrl.org/2003/role/disclosureRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 260
-SubTopic 10
-Section 45
-Paragraph 10
-URI http://asc.fasb.org/extlink&oid=121326447&loc=d3e1448-109256

Reference 4: http://www.xbrl.org/2003/role/disclosureRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 250
-SubTopic 10
-Section 50
-Paragraph 4
-URI http://asc.fasb.org/extlink&oid=109234566&loc=d3e22595-107794

Reference 5: http://www.xbrl.org/2003/role/disclosureRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 250
-SubTopic 10
-Section 50
-Paragraph 11
-Subparagraph (a)
-URI http://asc.fasb.org/extlink&oid=109234566&loc=d3e22694-107794

Reference 6: http://www.xbrl.org/2003/role/disclosureRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 260
-SubTopic 10
-Section 45
-Paragraph 7
-URI http://asc.fasb.org/extlink&oid=121326447&loc=d3e1337-109256

Reference 7: http://www.xbrl.org/2003/role/exampleRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 260
-SubTopic 10
-Section 55
-Paragraph 52
-URI http://asc.fasb.org/extlink&oid=120380238&loc=d3e4984-109258

Reference 8: http://www.xbrl.org/2003/role/disclosureRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 944
-SubTopic 220
-Section S99
-Paragraph 1
-Subparagraph (SX 210.7-04(23))
-URI http://asc.fasb.org/extlink&oid=120400993&loc=SL114874131-224263

Reference 9: http://www.xbrl.org/2003/role/disclosureRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 260
-SubTopic 10
-Section 55
-Paragraph 15
-URI http://asc.fasb.org/extlink&oid=120380238&loc=d3e3842-109258

Reference 10: http://www.xbrl.org/2003/role/disclosureRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 250
-SubTopic 10
-Section 50
-Paragraph 7
-Subparagraph (a)
-URI http://asc.fasb.org/extlink&oid=109234566&loc=d3e22644-107794

Reference 11: http://www.xbrl.org/2003/role/disclosureRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 260
-SubTopic 10
-Section 50
-Paragraph 1
-Subparagraph (a)
-URI http://asc.fasb.org/extlink&oid=6371337&loc=d3e3550-109257

Reference 12: http://www.xbrl.org/2003/role/disclosureRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 220
-SubTopic 10
-Section S99
-Paragraph 2
-Subparagraph (SX 210.5-03(25))
-URI http://asc.fasb.org/extlink&oid=120395209&loc=SL114868664-224227

Reference 13: http://www.xbrl.org/2003/role/disclosureRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 260
-SubTopic 10
-Section 45
-Paragraph 2
-URI http://asc.fasb.org/extlink&oid=121326447&loc=d3e1252-109256

Reference 14: http://www.xbrl.org/2003/role/disclosureRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 260
-SubTopic 10
-Section 45
-Paragraph 60B
-Subparagraph (d)
-URI http://asc.fasb.org/extlink&oid=121326447&loc=SL5780133-109256

Reference 15: http://www.xbrl.org/2003/role/disclosureRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 942
-SubTopic 220
-Section S99
-Paragraph 1
-Subparagraph (SX 210.9-04(27))
-URI http://asc.fasb.org/extlink&oid=120399700&loc=SL114874048-224260

+ Details

- Definition

The portion of profit or loss for the period, net of income taxes, which is attributable to the parent.

+ References

Reference 1: http://www.xbrl.org/2003/role/disclosureRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 220
-SubTopic 10
-Section 45
-Paragraph 1A
-Subparagraph (a)
-URI http://asc.fasb.org/extlink&oid=121641772&loc=SL7669619-108580

Reference 2: http://www.xbrl.org/2003/role/exampleRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 280
-SubTopic 10
-Section 50
-Paragraph 31
-URI http://asc.fasb.org/extlink&oid=120311839&loc=d3e8924-108599

Reference 3: http://www.xbrl.org/2003/role/disclosureRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 250
-SubTopic 10
-Section 50
-Paragraph 11
-Subparagraph (b)
-URI http://asc.fasb.org/extlink&oid=109234566&loc=d3e22694-107794

Reference 4: http://fasb.org/us-gaap/role/ref/legacyRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 942
-SubTopic 220
-Section S99
-Paragraph 1
-Subparagraph (SX 210.9-04(22))
-URI http://asc.fasb.org/extlink&oid=120399700&loc=SL114874048-224260

Reference 5: http://www.xbrl.org/2003/role/disclosureRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 250
-SubTopic 10
-Section 50
-Paragraph 11
-Subparagraph (a)
-URI http://asc.fasb.org/extlink&oid=109234566&loc=d3e22694-107794

Reference 6: http://www.xbrl.org/2003/role/disclosureRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 280
-SubTopic 10
-Section 50
-Paragraph 32
-Subparagraph (f)
-URI http://asc.fasb.org/extlink&oid=120311839&loc=d3e8933-108599

Reference 7: http://www.xbrl.org/2003/role/disclosureRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 205
-SubTopic 20
-Section 50
-Paragraph 7
-URI http://asc.fasb.org/extlink&oid=109222650&loc=SL51721683-107760

Reference 8: http://www.xbrl.org/2003/role/disclosureRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 250
-SubTopic 10
-Section 50
-Paragraph 4
-URI http://asc.fasb.org/extlink&oid=109234566&loc=d3e22595-107794

Reference 9: http://www.xbrl.org/2003/role/disclosureRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 220
-SubTopic 10
-Section 45
-Paragraph 1B
-Subparagraph (a)
-URI http://asc.fasb.org/extlink&oid=121641772&loc=SL7669625-108580

Reference 10: http://www.xbrl.org/2003/role/disclosureRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 280
-SubTopic 10
-Section 50
-Paragraph 22
-URI http://asc.fasb.org/extlink&oid=120311839&loc=d3e8736-108599

Reference 11: http://fasb.org/us-gaap/role/ref/legacyRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 944
-SubTopic 220
-Section S99
-Paragraph 1
-Subparagraph (SX 210.7-04(18))
-URI http://asc.fasb.org/extlink&oid=120400993&loc=SL114874131-224263

Reference 12: http://fasb.org/us-gaap/role/ref/legacyRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 220
-SubTopic 10
-Section S99
-Paragraph 2
-Subparagraph (SX 210.5-03(20))
-URI http://asc.fasb.org/extlink&oid=120395209&loc=SL114868664-224227

Reference 13: http://fasb.org/us-gaap/role/ref/legacyRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 230
-SubTopic 10
-Section 45
-Paragraph 28
-URI http://asc.fasb.org/extlink&oid=121586364&loc=d3e3602-108585

Reference 14: http://www.xbrl.org/2003/role/disclosureRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 250
-SubTopic 10
-Section 50
-Paragraph 1
-Subparagraph (b)(2)
-URI http://asc.fasb.org/extlink&oid=109234566&loc=d3e22499-107794

Reference 15: http://www.xbrl.org/2003/role/disclosureRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 250
-SubTopic 10
-Section 50
-Paragraph 9
-URI http://asc.fasb.org/extlink&oid=109234566&loc=d3e22663-107794

Reference 16: http://www.xbrl.org/2003/role/disclosureRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 825
-SubTopic 10
-Section 50
-Paragraph 28
-Subparagraph (f)
-URI http://asc.fasb.org/extlink&oid=75031198&loc=d3e14064-108612

Reference 17: http://www.xbrl.org/2003/role/disclosureRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 280
-SubTopic 10
-Section 50
-Paragraph 30
-Subparagraph (b)
-URI http://asc.fasb.org/extlink&oid=120311839&loc=d3e8906-108599

Reference 18: http://www.xbrl.org/2003/role/disclosureRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 250
-SubTopic 10
-Section 50
-Paragraph 3
-URI http://asc.fasb.org/extlink&oid=109234566&loc=d3e22583-107794

Reference 19: http://www.xbrl.org/2003/role/disclosureRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 235
-SubTopic 10
-Section S99
-Paragraph 1
-Subparagraph (SX 210.4-08(g)(1)(ii))
-URI http://asc.fasb.org/extlink&oid=120395691&loc=d3e23780-122690

Reference 20: http://www.xbrl.org/2003/role/disclosureRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 260
-SubTopic 10
-Section 45
-Paragraph 60B
-Subparagraph (a)
-URI http://asc.fasb.org/extlink&oid=121326447&loc=SL5780133-109256

Reference 21: http://www.xbrl.org/2003/role/disclosureRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 323
-SubTopic 10
-Section 50
-Paragraph 3
-Subparagraph (c)
-URI http://asc.fasb.org/extlink&oid=114001798&loc=d3e33918-111571

Reference 22: http://www.xbrl.org/2003/role/disclosureRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 280
-SubTopic 10
-Section 50
-Paragraph 32
-Subparagraph (c)
-URI http://asc.fasb.org/extlink&oid=120311839&loc=d3e8933-108599

Reference 23: http://www.xbrl.org/2003/role/disclosureRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 250
-SubTopic 10
-Section 50
-Paragraph 8
-URI http://asc.fasb.org/extlink&oid=109234566&loc=d3e22658-107794

+ Details

BALANCE SHEETS - USD ($)	Sep. 30, 2021	Dec. 31, 2020
Current assets:
Cash and cash equivalents	$ 22,499,856	$ 828,016
Prepaid expenses and other current assets	2,704,386	3,199
Total current assets	25,204,242	831,215
Fixed assets, net of depreciation	155,610
Deferred offering costs		224,153
Total assets	25,359,852	1,055,368
Current liabilities:
Accounts payable and accrued expenses	1,984,657	369,177
Deferred grant income	220,075
Due to related parties		35,685
Total current liabilities	2,204,732	404,862
Convertible promissory notes, net of debt issuance costs and debt discount		2,086,675
Accrued interest - convertible promissory notes		191,687
Derivative liabilities		1,751,000
Warrant liability		29,376
Total liabilities	2,204,732	4,463,600
Stockholders' equity (deficit):
Preferred stock - $0.0001 par value; 10,000,000 and - 0 shares authorized at September 30, 2021, and December 31, 2020, respectively; - 0 shares issued and outstanding at September 30, 2021, and December 31, 2020
Common stock - $0.0001 par value, 290,000,000 shares authorized at September 30, 2021, and 20,000,000 shares authorized at December 31, 2020; 12,904,574 and 4,636,216 shares issued and outstanding at September 30, 2021, and December 31, 2020, respectively	1,291	464
Additional paid-in capital	30,669,297	65,949
Subscription receivable	(9,446)	(12,763)
Accumulated deficit	(7,506,022)	(3,461,882)
Total stockholders' equity (deficit)	23,155,120	(3,408,232)
Total liabilities and stockholders' equity (deficit)	$ 25,359,852	$ 1,055,368

Convertible Promissory Notes (Tables)

9 Months Ended

Sep. 30, 2021

Convertible Promissory Notes

Schedule of convertible promissory notes at the time of IPO comprised


		Principal		Accrued Interest at		Accrued Interest at
Note Identifier	Issue Date	Amount		July 13, 2021		December 31, 2020
Note One	May 2, 2018	$	500,000	$	92,548	$	80,137
Note Two	June 26, 2018	$	50,000	$	8,803	$	7,562
Note Three	March 2, 2019	$	100,000	$	13,249	$	10,767
Note Four	March 5, 2019	$	50,000	$	6,625	$	5,466
Note Five	March 8, 2019	$	50,000	$	6,707	$	5,384
Note Six	March 15, 2019	$	50,000	$	6,567	$	5,326
Note Seven	March 20, 2019	$	50,000	$	6,534	$	5,293
Note Eight	November 7, 2019	$	100,000	$	9,205	$	6,723
Note Nine	November 7, 2019	$	100,000	$	8,942	$	6,460
Note Ten	February 17, 2020	$	1,000,000	$	75,806	$	50,984
Note Eleven	April 3, 2020	$	40,000	$	2,780	$	1,790
Note Twelve	May 8, 2020	$	50,000	$	3,192	$	1,951
Note Thirteen	May 8, 2020	$	50,000	$	3,192	$	1,951
Note Fourteen	May 15, 2020	$	50,000	$	3,135	$	1,893


	July 13, 2021		December 31, 2020
Principal amount of convertible promissory notes	$	2,240,000	$	2,240,000
Less unamortized debt issuance costs		(6,002)		(8,002)
Less unamortized debt discounts		(107,852)		(145,323)
Convertible promissory notes, net	$	2,126,146	$	2,086,675

Summary of Significant Accounting Policies

9 Months Ended

Sep. 30, 2021

Summary of Significant Accounting Policies

Summary of Significant Accounting Policies

(2) Summary of Significant Accounting Policies

(a) Basis of Presentation

The interim financial statements included herein are unaudited. These financial statements have been prepared in conformity with U.S. generally accepted accounting principles (U.S. GAAP) and the rules and regulations of the U.S. Securities and Exchange Commission (“SEC”). Any reference in these notes to applicable guidance is meant to refer to U.S. GAAP as found in the Accounting Standards Codification (ASC) and Accounting Standards Update (ASU) of the Financial Accounting Standards Board (FASB). In the opinion of management, these statements include all adjustments, consisting only of normal, recurring adjustments, necessary for a fair presentation of the financial position of TransCode Therapeutics, Inc. at September 30, 2021, and its results of operations and its cash flows for the three and nine months ended September 30, 2021 and 2020. The interim results of operations are not necessarily indicative of the results to be expected for a full year. These interim financial statements should be read in conjunction with the audited financial statements for the year ended December 31, 2020, and notes thereto contained in the Company’s prospectus dated July 8, 2021, filed with the SEC. Certain information and note disclosures normally included in financial statements prepared in accordance with U.S. GAAP have been omitted pursuant to such rules and regulations relating to interim financial statements.

(b) Use of Estimates

The preparation of financial statements in conformity with U.S. GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities, including disclosure of contingent assets and liabilities, at the date of the financial statements, and the reported amounts of revenues and expenses during the reporting period. Due to the uncertainty of factors surrounding the estimates or judgments used in the preparation of the financial statements, actual results may materially vary from these estimates.

Significant items subject to such estimates and assumptions include the valuation of share-based compensation, derivative liabilities, and warrant liability. Future events and their effects cannot be predicted with certainty; accordingly, accounting estimates require the exercise of judgment. Accounting estimates used in the preparation of these financial statements change as new events occur, as more experience is acquired, as additional information is obtained and as the operating environment changes.

Basic net earnings (loss) per share is determined by dividing the net income (loss) attributable to common stockholders by the weighted average number of shares of common stock outstanding during the period. Diluted net earnings (loss) per share includes the effect, if any, from the potential conversion, vesting or exercise of securities (Contingent Securities) such as convertible promissory notes and stock options, which would result in the issuance of incremental shares of common stock. The computation of diluted net earnings (loss) per shares does not include the conversion or exercise of Contingent Securities that would be antidilutive. The basic and diluted computations of net loss per share for the three and nine months ended September 30, 2021 and 2020, are the same because the effect of the Contingent Securities, if applicable, was antidilutive.

(d) Cash and Cash Equivalents

The Company classifies deposits in banks, money market funds and cash invested temporarily in various instruments with original maturities of three months or less as cash and cash equivalents. At times, the Company’s cash balances in U.S. banks may exceed the levels of insured amounts under the Federal Deposit Insurance Corporation (FDIC). The Company’s cash balances at September 30, 2021, were $22,499,856.

(e) Fair Value of Financial Instruments

The Company’s financial instruments at September 30, 2021, and December 31, 2020, included cash and cash equivalents, accounts payable, accrued expenses, convertible notes, derivative liabilities related to the convertible notes and the warrant liability. Cash and cash equivalents and the derivative liabilities are reported at fair value. The recorded carrying amount of accounts payable and accrued expenses reflect their fair value due to their short-term nature. The carrying value of the interest-bearing convertible notes approximates fair value based upon the borrowing rates currently available to the Company for loans with similar terms and maturities.

(f) Research and Development

Research and development costs are expensed as incurred and primarily comprise expenses to discover, research and develop therapeutic candidates. These expenses may include personnel costs, stock-based compensation expense, materials and supplies, allocated facility-related and depreciation expenses, third-party license fees, and costs under arrangements with third party vendors, such as contract research organizations (“CROs”), contract manufacturing organizations (“CMOs”), and consultants. Non-refundable prepayments for goods or services that will be used or rendered for future research and development activities are recorded as prepaid expenses. Such amounts are recognized as expenses as the goods are delivered or the related services are performed, or until it is no longer expected that the goods will be delivered or the services rendered. At September 30, 2021, and December 31, 2020, the Company’s outstanding payables to CROs or CMOs were $101,124 and $31,346, respectively.

The Company has entered into various research and development-related contracts with companies both inside and outside of the United States. The related costs are recorded as research and development expenses as incurred. The Company records accruals for estimated ongoing research costs. When evaluating the adequacy of the accrued liabilities, the Company analyzes progress of the studies, including the phase or completion of events, invoices received and contracted costs. Significant judgments and estimates are made in determining the accrued balances at the end of any reporting period. Actual results could differ materially from the Company’s estimates.

Patent Costs

All legal fees and expenses and costs related to patent-related filings with governmental authorities incurred in connection with filing and prosecuting patent applications are expensed as incurred due to the uncertainty about the recovery of the expenditure. Amounts incurred are classified as general and administrative expenses.

(g) Grant Income

Funds from grants are recognized as grant income in the statements of operations as and when earned for the specific research and development projects for which the grants are designated. Grant payments received are recorded as deferred grant income on the Company’s balance sheet until the related income has been earned. Grant income earned in excess of grant payments received is recorded as grant receivable on the Company’s balance sheet.

(h) Share-Based Compensation

Share-based compensation, if any, for employees and non-employees is measured at the grant date based on the fair value of the award. The Company recognizes compensation expense, if any, for awards to employees and directors over the requisite service period, which is generally the vesting period of the respective award, and for awards to nonemployees over the period during which services are rendered by such nonemployees until completed. Generally, the Company issues awards with only service-based vesting conditions and records the expense for these awards using the straight-line method. The Company classifies share-based compensation expense in its statements of operations in the same manner in which the award recipient’s payroll costs are classified or in which the award recipient’s service payments are classified. Forfeitures are accounted for as they occur.

Because prior to the IPO, there was no public market for the Company’s common stock, the estimated fair value of the common stock was determined by the Company’s board of directors (the “Board”) as of the date of each award, with input from management, considering, when available, third-party valuations of the Company’s common stock as well as the Board’s assessment of additional objective and subjective factors that it believed were relevant and which may have changed between the date of the most recent third-party valuation and the date of the grant. The assumptions used in calculating the fair value of share-based awards represent management’s best estimates and involve inherent uncertainties and the application of management’s judgment. As a result, if factors change and management uses different assumptions, share-based compensation expense could be materially different. The fair value of future awards will be determined using the closing price of the Company’s common stock on the date of grant.

Certain stock appraisal methodologies utilize, among other variables, the volatility of the stock price. As an historically private company, the Company has lacked company-specific historical and implied volatility information for its stock. Therefore, it has estimated its expected stock price volatility based on the historical volatility of publicly traded peer companies and expects to continue to do so until such time, if ever, as it has adequate historical data regarding the volatility of its own traded stock price. The expected life of options awarded was estimated using the simplified method because the Company has limited historical information on which to base reasonable expectations about future exercise patterns and post-vesting employment. The risk-free interest rate is determined by reference to the U.S. Treasury yield curve in effect at the time of grant of the award for time periods approximately equal to the expected term of the award. Expected dividend yield is based on the fact that the Company has never paid cash dividends on its common stock and does not expect to pay cash dividends in the foreseeable future.

(i) Income Taxes

The Company provides for income taxes using the asset and liability approach. Deferred tax assets and liabilities are recorded based on the differences between the financial statement and tax bases of assets and liabilities and the tax rates in effect when these differences are expected to reverse. Deferred tax assets are reduced by a valuation allowance if, based on the weight of available evidence, it is more likely than not that some or all of the deferred tax assets will not be realized. As of September 30, 2021, and December 31, 2020, the Company had a full valuation allowance against deferred tax assets.

The Company is subject to the provisions of ASC 740-10-25, Income Taxes (ASC 740). ASC 740 prescribes a more likely-than-not threshold for the financial statement recognition of uncertain tax positions. ASC 740 clarifies the accounting for income taxes by prescribing a minimum recognition threshold and measurement attribute for the financial statement recognition and measurement of a tax position taken or expected to be taken in a tax return.

There are currently no open Federal or State tax audits. The Company has not recorded any liability for uncertain tax positions at September 30, 2021, or December 31, 2020.

(j) Concentrations of Credit Risk

Financial instruments that potentially expose the Company to concentrations of credit risk consist primarily of cash. The Company generally maintains balances in various accounts at one or more U.S. banks in amounts that may exceed federally insured limits. The Company has not experienced any losses related to its cash and does not believe that it is subject to unusual credit risk beyond the normal credit risk associated with commercial banking balances.

(k) Derivative Liabilities

The Company does not use derivative instruments to hedge exposures to interest rate, market, or foreign currency risks. The Company evaluates all of its financial instruments, including convertible promissory notes, to determine if such instruments contain features that meet the definition of embedded derivatives.

Embedded derivatives must be separately measured from the host contract if all the requirements for bifurcation are met. The assessment of the conditions surrounding the bifurcation of embedded derivatives depends on the nature of the host contract. Bifurcated embedded derivatives are recognized at fair value, with changes in fair value recognized in the statement of operations each period. Bifurcated embedded derivatives are classified with the related host contract in the Company’s balance sheet.

In connection with the Company’s convertible promissory notes, the Company identified certain embedded and freestanding derivatives which it recorded as liabilities on the balance sheets and remeasured to fair value at each reporting date until the derivative was settled. Changes in the fair value of the derivative liabilities are recognized in the statements of operations.

(l) Deferred Offering Costs

The Company capitalizes certain legal, professional accounting and other third-party fees that are directly associated with in-process capital stock financings as deferred offering costs until such financings are consummated. After consummation of the financing, these costs are recorded in stockholders’ equity (deficit) as a reduction of additional paid-in capital generated as a result of the offering. Should a planned equity financing be abandoned, the deferred offering costs would be expensed immediately as a charge to operating expenses in the statements of operations. As of September 30, 2021, and December 31, 2020, the balances of deferred offering costs were $0 and $224,153, respectively, incurred in connection with the Company’s IPO and reported as long-term assets on the accompanying balance sheets. Total deferred offering costs of $934,427 were offset against proceeds received from the IPO and charged to additional paid-in capital.

(m) Emerging Growth Company Status

The Company is an “emerging growth company” (“EGC”) as defined in the Jumpstart Our Business Startups Act (“JOBS Act”) and may take advantage of certain exemptions from various reporting requirements that are applicable to public companies that are not EGCs. The Company may take advantage of these exemptions until it is no longer an EGC under Section 107 of the JOBS Act and has elected to use the extended transition period for complying with new or revised accounting standards. As a result of this election, the Company’s financial statements may not be comparable to companies that comply with public company Financial Accounting Standards Board (“FASB”) standards’ effective dates. The Company may take advantage of these exemptions up until the last day of the fiscal year following the fifth anniversary of a public offering or such earlier time that it is no longer an EGC.

(n) Recent Accounting Pronouncements

In August 2020, the FASB issued ASU No. 2020-06, Debt — Debt with Conversion and Other Options (Subtopic 470-20) and Derivatives and Hedging — Contracts in Entity’s Own Equity (Subtopic 815-40). ASU 2020-06 simplifies accounting for convertible instruments by removing major separation models required under current GAAP. The ASU also simplifies the diluted earnings per share (EPS) calculation in certain areas. The ASU is effective for public business entities that meet the definition of a Securities and Exchange Commission (SEC) filer, excluding entities eligible to be smaller reporting companies as defined by the SEC, for fiscal years beginning after December 15, 2021, including interim periods within those fiscal years. For all other entities, the standard will be effective for fiscal years beginning after December 15, 2023, including interim periods within those fiscal years. Early adoption is permitted. The Company is currently evaluating ASU 2020-06 and assessing the impact of its adoption on its financial statements.

In December 2019, the FASB issued ASU No. 2019-12, Income Taxes (Topic 740): Simplifying the Accounting for Income Taxes. The amendments in ASU 2019-12 simplify the accounting for income taxes by removing certain exceptions to the general principles in Topic 740 and clarifying and amending existing guidance. The new standard is effective for fiscal years, and interim periods within those fiscal years, beginning after December 15, 2020, with early adoption permitted. The Company is currently evaluating ASU 2019-12 but does not believe the adoption of this standard will have a significant impact on its financial statements.

In February 2016, the FASB issued ASU No. 2016-02, Leases (Topic 842), which supersedes the existing guidance for lease accounting (“Topic 842”). The FASB has issued several updates to the standard which: (i) clarify how to apply certain aspects of the new standard; (ii) provide an additional transition method for adoption of the new standard; (iii) provide a practical expedient for certain lessor accounting; and (iv) amend certain narrow aspects of the guidance. Topic 842 requires the identification of arrangements that should be accounted for as leases by lessees. In general, for lease arrangements exceeding a twelve- month term, these arrangements must be recognized as assets and liabilities on the balance sheet of the lessee. Under Topic 842, a right-of-use asset and lease obligation will be recorded for all leases, whether operating or financing, while the income statement will reflect lease expense for operating leases and amortization/ interest expense for financing leases. The balance sheet amount recorded for existing leases at the date of adoption of Topic 842 is calculated using the applicable incremental borrowing rate at the date of adoption. While Topic 842 is effective for the Company, the Company has no long-term leases requiring consideration under Topic 842.

(o) Reverse Stock Split

On March 22, 2021, the Board and shareholders of the Company approved a reverse stock split of the Company’s common stock at a ratio of one share for every 1.6486484 shares previously held. All common stock share and per share data and conversion or exercise price data for applicable common stock equivalents included in these financial statements have been retroactively adjusted to reflect the reverse stock split.

Share-Based Compensation - Grant-date Fair Value of Options Granted (Details) - Options	9 Months Ended
	Sep. 30, 2021 $ / shares
Share-based Compensation Arrangement by Share-based Payment Award, Fair Value Assumptions and Methodology [Abstract]
Risk-free interest rate	0.59%
Expected term (in years)	6 years
Expected volatility	97.20%
Fair value per share of underlying stock	$ 3.91
Weighted average grant date fair value of the options granted	$ 3.01

Deferred Grant Income (Details) - USD ($)	1 Months Ended	3 Months Ended	9 Months Ended
Deferred Grant Income (Details) - USD ($)	Apr. 30, 2021	Sep. 30, 2021	Sep. 30, 2021	May 31, 2021
Deferred Grant Income
Expected Award amount	$ 2,392,845
Grant term (in years)	3 years
Deferred Grant Income		$ 220,075	$ 220,075	$ 308,861
Grant income recognized		$ 31,735	$ 88,786

Accounts Payable and Accrued Expenses (Details) - USD ($)	Sep. 30, 2021	Dec. 31, 2020
Accounts Payable and Accrued Expenses
Professional and consulting fees	$ 107,386	$ 273,294
Research and development expenses	118,557	51,806
Accrued license payments	3,570	42,300
Operating expenses	56,625	1,777
Insurance premiums	1,664,340
Payroll and benefits	34,179
Accounts Payable and Accrued Expenses	$ 1,984,657	$ 369,177

Summary of Significant Accounting Policies - Research and Development (Details) - USD ($)	Sep. 30, 2021	Dec. 31, 2020
Research and development
Outstanding payables	$ 1,984,657	$ 369,177
Research and Development Arrangement
Research and development
Outstanding payables	$ 101,124	$ 31,346

Related -Party Transactions (Details) - USD ($)	Sep. 30, 2021	Apr. 26, 2021	Dec. 31, 2020
Related party transactions
Due to related parties			$ 35,685
IPO
Related party transactions
Due to related parties		$ 31,500
Major shareholders and co-founders
Related party transactions
Due to related parties	$ 0		$ 35,685

Nature of Business and Liquidity (Details) - USD ($)	Sep. 30, 2021	Dec. 31, 2020
Nature of Business and Liquidity
Accumulated deficit	$ (7,506,022)	$ (3,461,882)
Cash and cash equivalents	$ 22,499,856	$ 828,016

Fair Value Measurements (Details) - USD ($)	3 Months Ended		9 Months Ended
Fair Value Measurements (Details) - USD ($)	Sep. 30, 2021	Sep. 30, 2020	Sep. 30, 2021	Sep. 30, 2020	Dec. 31, 2020
Fair Value, Balance Sheet Grouping, Financial Statement Captions [Line Items]
Derivative liabilities					$ 1,751,000
Warrant liability					29,376
Total					1,780,376
Amount of liability transferred from Level 1 to Level 2	$ 0	$ 0	$ 0	$ 0
Amount of liability transferred from Level 2 to Level 1	0	0	0	0
Amount of liability transferred into level 3	0	0	0	0
Amount of liability transferred out of level 3	$ 0	$ 0	$ 0	$ 0
Level 3
Fair Value, Balance Sheet Grouping, Financial Statement Captions [Line Items]
Derivative liabilities					1,751,000
Warrant liability					29,376
Total					$ 1,780,376

Income Taxes (Details) - USD ($)	3 Months Ended		9 Months Ended
Income Taxes (Details) - USD ($)	Sep. 30, 2021	Sep. 30, 2020	Sep. 30, 2021	Sep. 30, 2020	Dec. 31, 2020
Income Taxes
Income tax benefit (expense)	$ 0	$ 0	$ 0	$ 0
Accrued interest or penalties related to uncertain tax positions	$ 0		0		$ 0
Interest or penalties related to uncertain tax positions recognized in the Company's statements of operations			$ 0

Warrants - Schedule of Assumptions of the Fair Value of Warrant Liability (Details)	Sep. 30, 2021 $ / shares shares	Jul. 13, 2021 USD ($) $ / shares Y	Dec. 31, 2020 USD ($) $ / shares Y
Fair Value Measurement Inputs and Valuation Techniques [Line Items]
Warrant liability \| $			$ 29,376
Number of warrants purchased \| shares	312,500
Exercise price \| $ / shares	$ 5.00
Underwriter Initial public offering price (in percentage)	125.00%
Underwriter warrants term	5 years
Warrant liability
Fair Value Measurement Inputs and Valuation Techniques [Line Items]
Warrant liability \| $		$ 35,485	$ 29,376
Fair value per share of Company's common stock \| Warrant liability
Fair Value Measurement Inputs and Valuation Techniques [Line Items]
Assumptions for fair value of warrant liability \| $ / shares		3.94	3.91
Dividend yield \| Warrant liability
Fair Value Measurement Inputs and Valuation Techniques [Line Items]
Assumptions for fair value of warrant liability		0.0	0.0
Expected volatility \| Warrant liability
Fair Value Measurement Inputs and Valuation Techniques [Line Items]
Assumptions for fair value of warrant liability		88.0	84.0
Risk free interest rate \| Warrant liability
Fair Value Measurement Inputs and Valuation Techniques [Line Items]
Assumptions for fair value of warrant liability		0.6	0.3
Expected life (years) \| Warrant liability
Fair Value Measurement Inputs and Valuation Techniques [Line Items]
Assumptions for fair value of warrant liability \| Y		3.44	4.67

Prepaid Expenses and Other Current Assets (Details) - USD ($)	Sep. 30, 2021	Dec. 31, 2020
Prepaid Expenses and Other Current Assets
Prepaid operating expenses	$ 46,283
Contract manufacturers and research organizations	164,145
Insurance premiums	2,002,983
Deposits	9,410	$ 3,199
Other current assets	481,565
Prepaid expenses and other current assets	$ 2,704,386	$ 3,199

BALANCE SHEETS (Parenthetical) - $ / shares	Sep. 30, 2021	Dec. 31, 2020
BALANCE SHEETS
Preferred stock, par value	$ 0.0001	$ 0.0001
Preferred Stock, Shares Authorized	10,000,000	0
Preferred Stock, Shares Issued	0	0
Preferred Stock, Shares Outstanding	0	0
Common stock, par value	$ 0.0001	$ 0.0001
Common Stock, Shares Authorized	290,000,000	20,000,000
Common Stock, Shares, Issued	12,904,574	4,636,216
Common Stock, Shares, Outstanding	12,904,574	4,636,216

Warrants (Details)		3 Months Ended	6 Months Ended	9 Months Ended
Warrants (Details)	May 02, 2018 USD ($) $ / shares	Sep. 30, 2021 USD ($) $ / shares	Jul. 12, 2021 USD ($)	Sep. 30, 2021 USD ($) $ / shares	Jul. 13, 2021 $ / shares
Class of Warrant or Right [Line Items]
Exercise price \| $ / shares		$ 5.00		$ 5.00
Note One
Class of Warrant or Right [Line Items]
The number of shares of common stock subject to the warrants as a percent to the number of shares of Common Stock into which Note One converts	5
Pre-money valuation limit for note conversion	$ 15,000,000
Minimum \| Note One
Class of Warrant or Right [Line Items]
Conversion discount percentage	20.00%
Maximum \| Note One
Class of Warrant or Right [Line Items]
Conversion discount percentage	30.00%
Note One Warrants
Fair Value, Liabilities Measured on Recurring Basis, Unobservable Input Reconciliation, Calculation [Roll Forward]
Fair value, beginning balance		$ 35,485	$ 29,376	$ 29,376
Change in fair value			6,109
Extinguishment of warrant liability on warrant exercise		$ (35,485)
Fair value, ending balance			$ 35,485
IPO
Class of Warrant or Right [Line Items]
Exercise price \| $ / shares	$ 2.32				$ 5.00

Share-Based Compensation (Details)	1 Months Ended	9 Months Ended
Share-Based Compensation (Details)	Apr. 30, 2020	Sep. 30, 2021
Minimum \| Restricted Stock
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Vesting period		2 years
Maximum \| Restricted Stock
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Vesting period		3 years
Stock Option and Incentive Plan 2020 \| Minimum
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Vesting period	2 years
Stock Option and Incentive Plan 2020 \| Maximum
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Vesting period	4 years

Share-Based Compensation - Stock-based Compensation Expense (Details)	3 Months Ended	9 Months Ended
	Sep. 30, 2021 USD ($)	Sep. 30, 2021 USD ($)
Share-based Payment Arrangement, Expensed and Capitalized, Amount [Line Items]
Share-based compensation expense	$ 64,052	$ 146,996
Remaining unrecognized stock-based compensation expense	$ 279,166	$ 279,166
Period for recognition of stock-based compensation expense		2 years 1 month 24 days
Options
Share-based Payment Arrangement, Expensed and Capitalized, Amount [Line Items]
Share-based compensation expense		$ 145,599
Restricted Stock
Share-based Payment Arrangement, Expensed and Capitalized, Amount [Line Items]
Share-based compensation expense		$ 1,397

Nature of Business and Liquidity - IPO (Details) - USD ($)		9 Months Ended
	Jul. 13, 2021	Sep. 30, 2021	May 02, 2018
Subsidiary, Sale of Stock [Line Items]
Net proceeds		$ 26,335,100
Warrants to purchase number of shares (in shares)		312,500
Exercise price		$ 5.00
IPO
Subsidiary, Sale of Stock [Line Items]
Price per share (in dollars per share)	$ 4.00
Shares issued (in shares)	7,187,500
Gross proceeds	$ 28,800,000
Net proceeds	$ 25,400,000
Warrants to purchase number of shares (in shares)	312,500
Exercise price	$ 5.00		$ 2.32
Redemption premium (as a percent)	125.00%
Shares converted (in shares)	1,068,135

Summary of Significant Accounting Policies - Additional Information (Details)	Mar. 22, 2021	Sep. 30, 2021 USD ($)	Dec. 31, 2020 USD ($)
Initial public offering
Deferred offering costs			$ 224,153
Deferred offering costs		$ 934,427
Reverse stock split ratio	1.6486484
IPO
Initial public offering
Deferred offering costs		$ 0	$ 224,153

Commitments and Contingencies (Details)	1 Months Ended
Commitments and Contingencies (Details)	Mar. 31, 2021 USD ($) ft²	Sep. 30, 2021 USD ($)	Mar. 31, 2020 location
Lessee Disclosure [Abstract]
Lease commitment		$ 46,575
Massachusetts Biomedical Initiatives, Inc. ("MBI")
Lessee Disclosure [Abstract]
Real estate (in sq ft) \| ft²	2,484
Rent payments (per month)	$ 6,210
Terms of agreement	1 year
Option to extend	true
Notice period for cancelation of lease	90 days
Massachusetts Biomedical Initiatives, Inc. ("MBI") \| Operating Expense
Lessee Disclosure [Abstract]
Rent payments (per month)	$ 3,105
Additional amount for allocated share of operating expenses per square foot	$ 15
Pagliuca Harvard Life Lab
Lessee Disclosure [Abstract]
Number of laboratory bench rented \| location			1