0001104659-22-040778 | 10-K | XBRL Viewer | Transcode Therapeutics INC

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BALANCE SHEETS - USD ($)	Dec. 31, 2021	Dec. 31, 2020
Current assets:
Cash	$ 20,825,860	$ 828,016
Prepaid expenses and other current assets	1,906,315	3,199
Total current assets	22,732,175	831,215
Fixed assets, net of depreciation	206,268
Deferred offering costs		224,153
Total assets	22,938,443	1,055,368
Current liabilities
Accounts payable and accrued expenses	2,503,569	369,177
Due to related parties		35,685
Deferred grant income	30,528	0
Total current liabilities	2,534,097	404,862
Long-term liabilities
Convertible promissory notes, net of debt issuance costs and debt discount		2,086,675
Accrued interest - convertible promissory notes		191,687
Derivative liability		1,751,000
Warrant liability		29,376
Total long-term liabilities		4,058,737
Total liabilities	2,534,097	4,463,600
Commitments and contingencies (Note 8)
Stockholders' equity (deficit)
Preferred stock - $0.0001 par value; 10,000,000 and 5,000,000 shares authorized at December 31, 2021 and 2020, respectively; -0- shares issued or outstanding at December 31, 2021
Common stock - $0.0001 par value, 290,000,000 shares authorized at December 31, 2021, and 20,000,000 shares authorized at December 31, 2020; 12,904,574 and 4,636,216 shares issued and outstanding at December 31, 2021 and 2020, respectively	1,291	464
Additional paid-in capital	30,708,336	65,949
Subscription receivable		(12,763)
Accumulated deficit	(10,305,281)	(3,461,882)
Total stockholders' equity (deficit)	20,404,346	(3,408,232)
Total liabilities and stockholders' equity (deficit)	$ 22,938,443	$ 1,055,368

BALANCE SHEETS (Parenthetical) - $ / shares	Dec. 31, 2021	Apr. 27, 2021	Dec. 31, 2020
BALANCE SHEETS
Preferred stock, par value	$ 0.0001	$ 0.0001	$ 0.0001
Preferred Stock, Shares Authorized	10,000,000		5,000,000
Preferred Stock, Shares Issued	0
Preferred Stock, Shares Outstanding	0		0
Common stock, par value	$ 0.0001	$ 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

STATEMENTS OF OPERATIONS - USD ($)	12 Months Ended
STATEMENTS OF OPERATIONS - USD ($)	Dec. 31, 2021	Dec. 31, 2020
Operating Expenses
Research and development	$ 2,753,966	$ 284,459
General and administrative	3,397,169	442,145
Total operating expenses	6,151,135	726,604
Operating loss	(6,151,135)	(726,604)
Other income (expense)
Change in fair value of derivative liabilities	(867,000)	(1,208,000)
Change in fair value of warrant liability	(6,109)	(14,852)
Grant income	278,333	0
Loss on sale of equipment	(3,082)
Interest expense	(95,070)	(394,573)
Interest income	664	136
Total other income (expense)	(692,264)	(1,617,289)
Net loss	$ (6,843,399)	$ (2,343,893)
Weighted-average common shares outstanding, basic	8,425,880	4,636,216
Weighted-average common shares outstanding, diluted	8,425,880	4,636,216
Net loss per share, basic	$ (0.81)	$ (0.51)
Net loss per share, diluted	$ (0.81)	$ (0.51)

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]
Interest on subscription receivable		491	(491)		491
Share based compensation		45,444			45,444
Net loss from operations				(2,343,893)	(2,343,893)
Balance, end of period at Dec. 31, 2020	$ 464	65,949	(12,763)	(3,461,882)	(3,408,232)
Balance, end of period (in shares) at Dec. 31, 2020	4,636,216
Increase (Decrease) in Stockholders' Equity [Roll Forward]
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
Proceeds from subscription receivable			13,125		13,125
Interest on subscription receivable		362	$ (362)		362
Share based compensation		185,996			185,996
Net loss from operations				(6,843,399)	(6,843,399)
Balance, end of period at Dec. 31, 2021	$ 1,291	$ 30,708,336		$ (10,305,281)	$ 20,404,346
Balance, end of period (in shares) at Dec. 31, 2021	12,904,574

STATEMENTS OF CASH FLOWS - USD ($)	12 Months Ended
STATEMENTS OF CASH FLOWS - USD ($)	Dec. 31, 2021	Dec. 31, 2020
Cash flows from operating activities:
Net loss	$ (6,843,399)	$ (2,343,893)
Adjustments to reconcile net loss to net cash used in operating activities
Depreciation	42,470
Share-based compensation expense	185,996	45,444
Loss on sale of equipment	3,082
Change in fair value of derivative liabilities	867,000	1,208,000
Non-cash interest expense	39,471	272,864
Change in fair value of warrant liability	6,109	14,852
Due to related parties	(35,685)
Changes in assets and liabilities:
Prepaid expenses and other current assets	(1,903,114)	(3,199)
Accounts payable and accrued expenses	2,285,059	191,253
Deferred grant income	30,528
Accrued interest on convertible promissory notes	55,598	121,709
Net cash used in operating activities	(5,266,885)	(492,971)
Cash flows from investing activities:
Purchase of equipment	(254,820)
Proceeds from sale of equipment	3,000
Net cash used in investing activities	(251,820)
Cash flows from financing activities:
Proceeds from initial public offering of common stock, net of offering costs	26,335,100
Proceeds from convertible promissory notes		1,190,000
Proceeds from escrow for warrant exercise advances	29,267
Proceeds from subscription receivable	13,125
Payments of deferred offering costs - additions	(860,943)	(73,484)
Net cash provided by financing activities	25,516,549	1,116,516
Net change in cash	19,997,844	623,545
Cash, beginning of year	828,016	204,471
Cash, end of year	20,825,860	828,016
Supplemental disclosure of cash flows
Interest	17,870
Supplemental disclosure of non-cash investing and financing activities
Accrued interest on subscriptions receivable	362	491
Debt discounts associated with derivative liabilities of convertible promissory notes		304,000
Deferred offering costs included in accounts payable and accrued expenses		$ 150,669
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

Nature of Business and Liquidity

12 Months Ended

Dec. 31, 2021

Nature of Business and Liquidity

Nature of Business and Liquidity

(1) Nature of Business and Liquidity

TransCode Therapeutics, Inc. (the “Company” or “TransCode”) was incorporated on January 11, 2016, under the laws of the State of Delaware. TransCode is a biopharmaceutical company focused primarily on developing and commercializing innovative drugs and diagnostics for treating and identifying metastatic disease. TransCode is preparing for its first clinical trial. The Company’s lead therapeutic candidate, TTX-MC138, is an oligonucleotide conjugated to an iron oxide nanoparticle designed to be administered by infusion to inhibit the ability of metastatic tumor cells to survive. The goal of the therapy, if approved, is to achieve lifelong regression and long-term patient survival.

From its founding until mid-2021, the Company was engaged in organizational activities, including raising capital, and limited research and development (“R&D”) activities. On July 13, 2021, the Company completed the initial public offering (“IPO”) of its common stock raising $28.75 million in gross proceeds. Since the IPO, the Company has increased its R&D activities, hired additional employees, and begun more traditional operations.

The Company has not generated revenues and has not yet achieved profitable operations, nor has it ever generated positive cash flows from operations. There is no assurance that profitable operations, if achieved, could be sustained on a continuing basis. The Company is subject to those risks associated with any early-stage biopharmaceutical company that requires substantial expenditures for research and development. There can be no assurance that the Company’s research and development projects will be successful, that products developed will obtain necessary regulatory approvals, or that any approved product will be commercially viable. In addition, the Company operates in an environment of rapid technological change and is largely dependent on the services of its employees and consultants. Further, the Company’s future operations are dependent on the success of the Company’s efforts to raise additional capital.

Following the IPO, the Company’s common stock commenced trading on the Nasdaq Capital Market under the ticker symbol “RNAZ”. The Company issued 7,187,500 shares of common stock in connection with the IPO, including exercise of the underwriter’s over-allotment option, at an initial offering price of $4.00 per share. The net proceeds from the IPO were approximately $25.4 million after deducting underwriting discounts, commissions and estimated offering expenses payable by the Company, including offering costs paid in 2020. In connection with the IPO, the Company also granted the underwriters warrants to purchase up to 312,500 shares of Company common stock at an exercise price of $5.00 per share (125% of the initial public offering price). Upon the closing of the IPO, outstanding convertible promissory notes converted into 1,068,135 shares of Company common stock.

Going Concern

These financial statements have been prepared under the assumption that the Company will continue as a going concern which contemplates the continuation of operations, realization of assets and liquidation of liabilities in the ordinary course of business. Due to the Company’s recurring and expected continuing losses from operations, the Company has concluded there is substantial doubt concerning its ability to continue as a going concern within one year of the issuance of these financial statements without additional capital becoming available. These financial statements do not include any adjustments that might result from the outcome of this uncertainty.

To date, the Company has incurred substantial losses and negative cash flows from operations. It expects to continue to incur operating losses for the foreseeable future as it pursues development of its lead therapeutic candidate and other programs. Operating losses are expected to continue until such time, if ever, that the Company can generate significant revenue from product candidates currently in development. The Company is unable to predict the extent of any future losses or when the Company will become profitable, if ever.

For the year ended December 31, 2021, net cash used in operating activities was $5,266,885 and the Company’s net loss was $6,843,399. As of December 31, 2021, the Company had an accumulated deficit of $10,305,281 and $20,825,860 in cash.

The Company plans to expand development of its lead therapeutic candidate and other candidates, and explore strategic partnerships. Management believes that current cash is sufficient to fund operations and capital requirements into the first quarter of 2023, but does not believe that existing cash will be sufficient to fund requirements for a full 12 months from the date of these financial statements.

To support its planned expanded operations, the Company will require additional capital; however, the Company cannot be certain that additional funding will be available on acceptable terms, or at all. Through December 31, 2021, the Company’s primary source of capital was from the sale of convertible promissory notes and equity securities in the IPO. For the foreseeable future, the Company plans to fund its operations by continuing to raise additional capital through sales of equity or additional debt.

To the extent the Company raises additional funds by issuing equity securities, its stockholders may experience significant dilution. Any debt financing, if available, may include potentially dilutive features and include restrictive covenants that impact the Company’s ability to conduct business. If the Company is unable to raise additional capital when required or on acceptable terms, the Company may have to (i) significantly scale back its planned operations or (ii) relinquish or otherwise dispose of rights to technologies on unfavorable terms.

Summary of Significant Accounting Policies

12 Months Ended

Dec. 31, 2021

Summary of Significant Accounting Policies

Summary of Significant Accounting Policies

(2) Summary of Significant Accounting Policies

(a) Basis of Presentation

These financial statements have been prepared in conformity with accounting principles generally accepted in the United States of America (“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 December 31, 2021 and 2020, and its results of operations and its cash flows for the years ended December 31, 2021 and 2020.

(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. Significant items subject to such estimates and assumptions include but are not limited to the valuation of share-based compensation, income from grants, 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. Due to the uncertainty of factors surrounding the estimates or judgments used in the preparation of the financial statements, actual results may vary materially from these estimates.

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, stock options and warrants, which would result in the issuance of additional 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 dilutive computations of the Company’s net earnings (loss) per share for the years ended December 31, 2021 and 2020, are the same because the effect of including Contingent Securities was antidilutive.

(d) Cash

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. 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 balance at December 31, 2021, was $20,825,860.

(e) Fair Value of Financial Instruments

The Company’s financial instruments at December 31, 2021 and 2020, included cash, accounts payable, accrued expenses, convertible notes, and derivative liabilities related to the convertible notes. Cash 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 December 31, 2021 and 2020, the Company’s outstanding payables to CROs or CMOs were $386,057 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. Other patent costs are classified as R&D 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. Since there is no transfer of ownership of the work performed under the Award, and we do not lose control over the work performed under the Award, we deemed the Award funds as a contribution. 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 non-employees over the period during which services are rendered by such non-employees 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 stock-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 then 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 were to change and management were to use different assumptions, share-based compensation expense could be materially different.

Certain stock appraisal methodologies utilize, among other variables, the volatility of the stock price. As an historically private company, the Company lacked company-specific historical and implied volatility information for its stock. Therefore, it 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 publicly-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) Property and equipment

Property and equipment are recorded at cost less accumulated depreciation. Depreciation expense is recognized using the straight-line method over the estimated useful life of each asset as follows:


		Estimated useful life
Laboratory equipment		3 years
Furniture and fixtures		5 years
Computer and office equipment		3 years
Leasehold improvements		Shorter of the useful life or remaining lease term

When assets are retired or otherwise disposed of, the cost of assets disposed of and the related accumulated depreciation is removed from the accounts and any resulting gain or loss is included in the statements of operations in the period of disposal. Expenditures for repairs and maintenance are charged to expense as incurred.

(j) 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 December 31, 2021 and 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 December 31, 2021 or 2020.

(k) 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.

(l) 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 statements of operations each period. Bifurcated embedded derivatives are classified with the related host contract in the Company’s balance sheets.

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.

(m) Deferred Offering Costs

The Company capitalizes certain legal, professional accounting and other third-party fees 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 December 31, 2021 and 2020, the Company had recorded deferred offering costs of $0 and $224,153, respectively, incurred in connection with the Company’s IPO and reported as long-term assets on the Company’s balance sheets. Deferred offering costs of $934,427 were offset against proceeds received in the IPO and charged to additional paid-in capital.

(n) 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.

(o) Recent Accounting Pronouncements

In November 2021, the Financial Accounting Standards Board (the “FASB”), issued Accounting Standards Update No. 2021-10 entitled “Government Assistance (Topic 832), Disclosures by Business Entities about Government Assistance” (the “ASU”). This

ASU will require enhanced disclosures related to the Company’s contracts with the U.S. Government that are accounted for by applying a grant or contribution accounting model by analogy. The new disclosure requirements include information about the nature of the transactions and the related accounting policy used to account for the transactions; the line items on the balance sheet and income statement that are affected by the transactions, and the amounts applicable to each financial statement line item; and significant terms and conditions of the transactions, including commitments and contingencies. The ASU is effective for annual periods beginning after December 15, 2021. The Company is currently evaluating ASU 2021-10 and assessing the impact of its adoption on its financial statements, but does not believe the adoption of this standard will have a significant impact on its financial statements.

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.

(p) Reverse Stock Split

On March 22, 2021, the Board and shareholders of the Company approved a reverse 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.

Fair Value Measurements

12 Months Ended

Dec. 31, 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 with 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 December 31, 2021 and 2020. The carrying amount of cash and accounts payable and accrued liabilities approximated fair value as they are short term in nature. The guidance in ASC 815, Derivatives and Hedging, required that we mark the fair 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 related warrant. The fair value of the related warrants was 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

Fair value measurements as of

December 31, 2021, using:

Level 1

Level 2

Level 3

Total

Liabilities

Derivative liabilities

—

Warrant liability

—

During the years ended December 31, 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 year ended December 31, 2021, is as follows:


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, December 31, 2021	$	—

For further discussion of the derivative liabilities, see Note 9. For further discussion of the warrant liability, see Note 11.

- 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

Prepaid Expenses and Other Current Assets

12 Months Ended

Dec. 31, 2021

Prepaid Expenses and Other Current Assets

Prepaid Expenses and Other Current Assets

(4) Prepaid Expenses and Other Current Assets

Prepaid expenses and other current assets consisted of the following:


	December 31,		December 31,
	2021		2020
Contract manufacturers and research organizations	$	441,593	$	—
Insurance premiums		1,393,853		—
Prepaid operating expenses		61,459		—
Deposits		9,410		3,199
	$	1,906,315	$	3,199

Property and Equipment

12 Months Ended

Dec. 31, 2021

Property and Equipment

Property and Equipment

(5) Property and Equipment

Property and equipment, net consisted of the following:


	December 31,		December 31,
	2021		2020
Laboratory equipment	$	247,522	$	—
Less accumulated depreciation		(41,254)		—
Total property and equipment, net	$	206,268	$	—

Depreciation expense for the years ended December 31, 2021 and 2020, was $42,470 and $0, respectively.

Accounts Payable and Accrued Expenses

12 Months Ended

Dec. 31, 2021

Accounts Payable and Accrued Expenses

Accounts Payable and Accrued Expenses

(6) Accounts Payable and Accrued Expenses

Accounts payable and accrued expenses consisted of the following:


	December 31,		December 31,
	2021		2020
Professional fees	$	91,985	$	193,281
General consulting fees		126,491		80,013
R&D billings - CMOs, CROs, Supplies, Equipment and Consulting		595,465		51,806
General expenses		256,463		1,778
Insurance premiums		945,928		—
Payroll and benefits		482,237		—
Accrued license payments		5,000		42,300
	$	2,503,569	$	369,178

See Note 8 for further information regarding the accrued license payments.

Deferred Grant Income

12 Months Ended

Dec. 31, 2021

Deferred Grant Income

Deferred Grant Income

(7) Deferred Grant Income

In April 2021, the Company received a Fast-Track Small Business Innovation Research, or SBIR, Award from the National Cancer Institute of the National Institutes of Health (“NIH”). The Award is expected to provide $2,392,845 over three years to fund a two-phased research partnership between the Company and Massachusetts General Hospital. In May 2021, the Company received the first-year funding of $308,861 which it recorded as deferred grant income. Income under the grant is recognized as work under the grant is completed. The Company recognized $278,333 and $0 of grant income for the years ended December 31, 2021 and 2020, respectively, resulting in deferred grant income of $30,528 and $0 at December 31, 2021 and 2020, respectively.

Commitments and Contingencies

12 Months Ended

Dec. 31, 2021

Commitments and Contingencies

Commitments and Contingencies

(8) Commitments and Contingencies

(a) Leases

In March 2021, the Company entered into an agreement with Massachusetts Biomedical Initiatives, Inc. (“MBI”) whereby the Company 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 December 31, 2021, through February 28, 2022, amounts to $18,630. See Note 16 – “Subsequent Events.” 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 Life Lab arrangement.

(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 December 31, 2021 and 2020, the Company had accrued $0 and $42,300, respectively, in license payments under the terms of the License, included in accounts payable and accrued expenses. The amount due at December 31, 2020, has been paid.

The milestone payments the Company is obligated to pay to Licensor shall not exceed $1,550,000 based upon and subject to the attainment of each 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 December 31, 2021 and 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 License does not terminate, its term 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. On November 8, 2021, the Company exercised its right to extend the Option to May 15, 2022, in consideration of the payment of the second $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. At December 31, 2021, the Company had accrued $5,000 due under the terms of the Option, included in accounts payable and accrued expenses, which amount has since been paid.

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 (as such terms are defined in the agreements). At December 31, 2021, 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 December 31, 2021 and 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 certain events occurring under such agreements, 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 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 demands under 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 December 31, 2021 and 2020.

(f) Risks and Uncertainties

The extent to which the COVID-19 pandemic could have a material impact on the Company’s current or future operations including planned clinical trials is dependent on the spread of the disease and government and healthcare system responses to such spread, which are presently highly uncertain. Management continues to evaluate the potential impact. The financial statements do not include any adjustments that might result from the outcome of this uncertainty.

In July 2021, the Company was subject to what it believes was a computer-based phishing attack. Management believes this incident had an immaterial impact on the Company's financial condition but has implemented certain changes with respect to computer operations and continues to review the Company’s computer-related policies and implement additional defenses. There is no assurance that any preventative actions will not be thwarted by malicious actions.

Convertible Promissory Notes

12 Months Ended

Dec. 31, 2021

Convertible Promissory Notes

Convertible Promissory Notes

(9) 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 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 deducted from the principal amounts of the convertible promissory notes to calculate convertible promissory notes, net at the IPO and December 31, 2020, were:


	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		(107,851)		(145,323)
Convertible promissory notes, net	$	2,126,147	$	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 were separately measured at fair value with subsequent changes in fair value recognized in the statements 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 was 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 at 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 an increase in fair value of the derivative liability of $867,000.

Between December 31, 2020, and the IPO, the Company amortized debt issuance costs of $10,538 to interest expense.

- Definition

The entire disclosure for information about short-term and long-term debt arrangements, which includes amounts of borrowings under each line of credit, note payable, commercial paper issue, bonds indenture, debenture issue, own-share lending arrangements and any other contractual agreement to repay funds, and about the underlying arrangements, rationale for a classification as long-term, including repayment terms, interest rates, collateral provided, restrictions on use of assets and activities, whether or not in compliance with debt covenants, and other matters important to users of the financial statements, such as the effects of refinancing and noncompliance with debt covenants.

+ References

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+ Details

Stockholders' Equity

12 Months Ended

Dec. 31, 2021

Stockholders' Equity

Stockholders' Equity

(10) Stockholders’ Equity

(a) Overview

The Company’s Certificate of Incorporation, originally filed on January 11, 2016, was amended on April 15, 2020, to increase the number of shares of common stock authorized and to authorize the issuance of Preferred Stock. The Company’s Certificate of Incorporation was further amended and restated on April 27, 2021. The total number of shares which the Company is authorized to issue is 300,000,000, each with a par value of $0.0001 per share. Of these shares, 290,000,000 shall be common stock and 10,000,000 shall be Preferred Stock. At December 31, 2021, the Company had issued and outstanding 12,904,574 shares all of which were free of vesting restrictions. As of December 31, 2020, the Company had issued and outstanding 4,636,216 shares of restricted common stock which, at issuance, were subject to forfeiture until vested. At December 31, 2020, 4,489,738 shares of restricted common stock had vested. Of shares sold in 2018, an aggregate of 292,250 shares were issued to two purchasers in exchange for subscriptions receivable bearing interest at 4% per annum and secured by the underlying restricted shares. One subscription receivable in the principal amount of $3,290 and accumulated interest was repaid in full in April 2021. The second subscription receivable and accrued interest was repaid in full during the fourth quarter of 2021. The Preferred Stock is undesignated; no shares of Preferred Stock have been issued.

At the IPO and at December 31, 2020, the Company had reserved 1,080,858 shares and 1,050,694 shares, respectively, of common stock for the conversion of outstanding convertible promissory notes (see Note 9) and the exercise of outstanding warrants to purchase shares of common stock (see Note 11).

The following table lists information about unvested restricted common stock.


Unvested restricted common stock at December 31, 2020		146,483
Shares issued		—
Shares vested		(146,483)
Unvested restricted common stock at December 31, 2021		—

Our IPO was completed on July 13, 2021, in which we sold 7,187,500 shares at a public offering price of $4.00 per share. The gross proceeds from the IPO were $28,750,000 from which we paid $2,415,000 of underwriting commissions and expenses and $934,427 of other offering expenses. The underwriter also paid $100 in aggregate for the underwriter warrants issued in connection with the IPO.

(b) Common Stock

Dividends

Subject to the rights of holders of any Preferred Stock, holders of common stock are entitled to receive dividends as may be declared from time to time by the Board. No cash dividends were declared or paid during the years ended December 31, 2021 and 2020, or at any other time through the date of these financial statements.

ii.Liquidation

Subject to the rights of holders of any Preferred Stock as to liquidation, upon the liquidation, dissolution or winding up of the Company, the remaining assets of the Company will be distributed to holders of common stock.

iii.

Voting

Holders of Common Stock are entitled to one vote for each share of common stock held but shall not be entitled to vote on any amendment to the Certificate of Incorporation that relates solely to the terms of any series of Preferred Stock. There is no cumulative voting.

- Definition

The entire disclosure for shareholders' equity comprised of portions attributable to the parent entity and noncontrolling interest, including other comprehensive income. Includes, but is not limited to, balances of common stock, preferred stock, additional paid-in capital, other capital and retained earnings, accumulated balance for each classification of other comprehensive income and amount of comprehensive income.

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+ Details

Warrants

12 Months Ended

Dec. 31, 2021

Warrants

Warrants

(11) Warrants

In connection with the May 2, 2018, issuance of the Convertible Promissory Note designated as “Note One” (see Note 9), 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 was equal to five percent of the number of shares of common stock into which Note One converted. The exercise price was the conversion price applicable on conversion of Note One. The number of shares of common stock to be issued to the holder of Note One 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 was equal to the price paid for the Company’s equity securities in a Qualified Financing (as defined) less a discount. The discount ranged from 20% to 30% depending on the length of time after the investment was made to complete the Qualified Financing. 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 equated to a $15 million pre-money valuation. The Warrants were exercised in full, representing 12,723 shares, the day prior to the IPO at an exercise price of $2.32 per share.

Pursuant to ASC 718, the obligation to issue the Warrants was accounted for as a liability until issuance as they were an award that embodied 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 was recorded at fair value on inception date and was remeasured at each reporting period until issuance. 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 the Warrants at fair value on May 2, 2018, and remeasured fair value at each reporting period until the Warrants were issued. 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 December 31, 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 12,			December 31,
	2021			2020
Fair value per share of Company’s common stock	$	4.00		$	3.91
Dividend yield		0.0	%		0.0	%
Expected volatility		89.0	%		84.0	%
Risk free interest rate		0.5	%		0.3	%
Expected life (years)		3.40			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 exercisable beginning January 9, 2022. All of these warrants were outstanding at December 31, 2021.

Share-Based Compensation

12 Months Ended

Dec. 31, 2021

Share-Based Compensation

Share-Based Compensation

(12) 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 was recorded for the periods in which such shares vested. The vesting period for restricted stock was generally two to three years.

In April 2020, the Board and stockholders 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% or more 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 10% or more 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 2020 Plan. Options to purchase 78,979 shares awarded under the 2020 Plan were forfeited during the year ended December 31, 2021, resulting in 1,713,693 options outstanding under the 2020 Plan at December 31, 2021. In January 2021, the Board awarded options to purchase 36,393 shares of

common stock under the 2020 Plan, all of which were outstanding at December 31, 2021. During the year ended December 31, 2021, no awards were made under the 2021 Plan.

At December 31, 2021, there were 1,042,534 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	78,979		—	—
Outstanding at December 31, 2021	1,713,693	$	0.33	5.2

The intrinsic value of the outstanding options as of December 31, 2021, was $3,787,262.

Option valuation

The assumptions that the Company used to determine the grant-date fair value of options granted during the year ended December 31, 2021, were as follows:


	Years ended December 31,
	2021			2020
Risk-free interest rate		0.59	%		0.25% - 0.55	%
Expected term (in years)		6.0			3.5 - 6.25
Expected volatility		97.20	%		95.83% - 97.20	%
Expected dividend yield		—	%		—	%
Fair value per share of underlying stock	$	3.91		$	0.08 - $3.91

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

The Company recorded stock-based compensation expense of $185,996 and $45,444 during the years ended December 31, 2021 and 2020, respectively. Stock-based compensation in the year ended December 31, 2021, comprised $184,599 related to stock options and $1,397 related to restricted stock. Stock-based compensation in the year ended December 31, 2020, comprised $42,651 related to stock options and $2,793 related to restricted stock. Compensation costs on stock options remaining to be recognized at December 31, 2021, is $192,000 over approximately 1.9 years.

Net Loss Per Share

12 Months Ended

Dec. 31, 2021

Net Loss Per Share

Net Loss Per Share

(13) Net Loss Per Share

The Company reported net losses for the years ended December 31, 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 inclusion of shares issuable on conversion of all convertible promissory notes, upon exercise of all warrants, and upon exercise of vested stock options into the computation of diluted weighted-average shares outstanding would have an antidilutive impact.

The following table sets forth the computation of basic and diluted net earnings (loss) per share:


	Years Ended
	December 31,
	2021		2020
Basic and diluted net loss per share
Numerator
Net loss	$	(6,843,399)	$	(2,343,893)
Denominator
Weighted-average common shares outstanding		8,425,880		4,636,216
Net loss per share	$	(0.81)	$	(0.51)

Income Taxes

12 Months Ended

Dec. 31, 2021

Income Taxes

Income Taxes

(14) Income Taxes

The Company’s federal and state provision (benefit) for income taxes were $53,051 and $0 for the years ended December 31, 2021 and 2020, respectively. The Company believes that the provision for the year ended December 31, 2021, will be fully offset by research and development credits.

A reconciliation of income tax provision (benefit) computed at the statutory federal income tax rate to income taxes as reflected in the financial statements is as follows:


	Years Ended
	December 31,
	2021		2020
Federal income tax benefit at statutory rate	21.0	%	21.0	%
State and local tax, net of federal benefit	4.5	%	1.9	%
Permanent differences	(3.2)	%	(14.8)	%
Deferred true-up	—	%	(0.6)	%
Change in valuation allowance	(23.1)	%	(7.5)	%
Effective income tax rate	(0.8)	%	0.0	%

Deferred taxes are recognized for temporary differences between the basis of assets and liabilities for financial statement and income tax purposes. The significant components of the Company’s deferred tax assets comprise the following:


Net operating loss carryforwards	$	1,353,293	$	421,000
Capitalized research and development		666,145		10,000
Capitalized patent and other costs		4,829		4,000
Stock-based compensation		35,123		—
Accrued expenses		16,798		—
Subtotal deferred tax assets before valuation allowance		2,076,188		435,000
Less valuation allowance		(2,019,835)		(435,000)
Deferred tax assets		56,353		—

Deferred tax liability
Fixed assets		(56,353)		—

Net deferred taxes	$	—	$	—

The Company had U.S. federal net operating loss (“NOL”) carryforwards of $5,025,481 and $1,294,914 for the years ended December 31, 2021 and 2020, respectively, which may be available to offset future income tax liabilities. Federal NOL carryforwards

generated in 2017 and prior of $38,297 will expire beginning in 2036. The remaining federal NOL carryforwards generated in 2018 and later do not expire. However, they are subject to the 80% limitation when utilized. The Company also had U.S. state NOL carryforwards of $4,714,271 and $1,291,575 for the years ended December 31, 2021 and 2020, respectively, which may be available to offset future income tax liabilities and will expire beginning in 2036.

The Company has recorded a full valuation allowance against its net deferred tax assets as of December 31, 2021 and 2020, because the Company has determined that is it more likely than not that these assets will not be fully realized due to the significant uncertainty about the realization of the deferred tax asset until the Company can operate profitably. The Company experienced a net change in valuation allowance of $1,584,835 and $175,000 in the years ended December 31, 2021 and 2020, respectively.

Under the provisions of the Internal Revenue Code, the NOL and tax credit carryforwards are subject to review and possible adjustment by the Internal Revenue Service and state tax authorities. NOL and tax credit carryforwards may become subject to an annual limitation in the event of certain cumulative changes in the ownership interest of significant stockholders over a three-year period in excess of 50%, as defined under Sections 382 and 383 of the Internal Revenue Code as well as similar state provisions. This could limit the amount of tax attributes that can be utilized annually to offset future taxable income or tax liabilities. The amount of the annual limitation is determined based on the value of the Company immediately prior to the ownership change. Subsequent ownership changes may further affect the limitation in future years. The Company has completed financings since its inception and completed its IPO in 2021 which may have resulted in a change in control as defined by Sections 382 and 383 of the Internal Revenue Code, or could result in a change in control in the future. The Company has not analyzed the historical or potential impact of its financings on beneficial ownership, and therefore, no determination has been made whether the net operating loss carryforward is subject to any Internal Revenue Code Section 382 limitation. To the extent there is a limitation, there could be a reduction in the deferred tax asset with an offsetting reduction in the valuation allowance.

The Company files tax returns as prescribed by the tax laws of the jurisdictions in which it operates. In the normal course of business, the Company is subject to examination by federal and state jurisdictions, where applicable. The Company’s tax years from 2018 to the present remain open for review. All open years may be examined to the extent that tax credits or NOL carryforwards are used in future periods. The Company will recognize interest and penalties related to uncertain tax positions in income tax expense.

On March 27, 2020, the Coronavirus Aid, Relief, and Economic Security Act (“CARES Act”) was signed into law. The Act contains several new or changed income tax provisions, including but not limited to the following: increased limitation threshold for determining deductible interest expense, class life changes to qualified improvements (in general, from 39 years to 15 years), and the ability to carry back net operating losses incurred from tax years 2018 through 2020 up to the five preceding tax years. The Company has evaluated the new tax provisions of the CARES Act and determined the impact to be either immaterial or not applicable.

As of December 31, 2021 and 2020, the Company had no accrued interest or penalties related to uncertain tax positions and no amounts have been recognized in the Company’s statements of operations.

- Definition

The entire disclosure for income taxes. Disclosures may include net deferred tax liability or asset recognized in an enterprise's statement of financial position, net change during the year in the total valuation allowance, approximate tax effect of each type of temporary difference and carryforward that gives rise to a significant portion of deferred tax liabilities and deferred tax assets, utilization of a tax carryback, and tax uncertainties information.

+ References

Reference 1: http://www.xbrl.org/2003/role/disclosureRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 740
-SubTopic 10
-Section 50
-Paragraph 21
-URI http://asc.fasb.org/extlink&oid=121826272&loc=d3e32857-109319

Reference 2: http://www.xbrl.org/2003/role/disclosureRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 740
-SubTopic 10
-Section S99
-Paragraph 2
-Subparagraph (SAB Topic 11.C)
-URI http://asc.fasb.org/extlink&oid=122134291&loc=d3e330215-122817

Reference 3: http://www.xbrl.org/2003/role/disclosureRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 740
-SubTopic 10
-Section 50
-Paragraph 17
-Subparagraph (b)
-URI http://asc.fasb.org/extlink&oid=121826272&loc=d3e32809-109319

Reference 4: http://www.xbrl.org/2003/role/disclosureRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 740
-SubTopic 10
-Section S99
-Paragraph 1
-Subparagraph (SAB TOPIC 6.I.5.Q1)
-URI http://asc.fasb.org/extlink&oid=122134291&loc=d3e330036-122817

Reference 5: http://www.xbrl.org/2003/role/disclosureRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 740
-SubTopic 10
-Section 50
-Paragraph 14
-URI http://asc.fasb.org/extlink&oid=121826272&loc=d3e32705-109319

Reference 6: http://www.xbrl.org/2003/role/disclosureRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 740
-SubTopic 270
-Section 50
-Paragraph 1
-URI http://asc.fasb.org/extlink&oid=6424409&loc=d3e44925-109338

Reference 7: http://www.xbrl.org/2003/role/disclosureRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 740
-URI http://asc.fasb.org/topic&trid=2144680

Reference 8: http://www.xbrl.org/2003/role/disclosureRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 740
-SubTopic 30
-Section 50
-Paragraph 2
-Subparagraph (a)
-URI http://asc.fasb.org/extlink&oid=6424122&loc=d3e41874-109331

Reference 9: 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(h)(2))
-URI http://asc.fasb.org/extlink&oid=120395691&loc=d3e23780-122690

+ Details

Related -Party Transactions

12 Months Ended

Dec. 31, 2021

Related -Party Transactions

Related -Party Transactions

(15) Related -Party Transactions

Between inception and mid-2018, major shareholders and co-founders funded certain expenses of the Company. The aggregate amount of these expenses remaining unreimbursed at December 31, 2021 and 2020, is $0 and $35,685, respectively. The Company reimbursed these obligations in 2021.

On approximately April 26, 2021, three members of the Company’s management advanced an aggregate of $31,500 to the Company to enable it to pay certain Company IPO expenses. These advances were repaid in full, without interest, on May 13, 2021.

Subsequent Events

12 Months Ended

Dec. 31, 2021

Subsequent Events.

Subsequent Events

(16) Subsequent Events

For its financial statements as of December 31, 2021, the Company evaluated subsequent events through March 31, 2022, the date on which those financial statements were issued.

In February 2022, the Company extended its agreement with Massachusetts Biomedical Initiatives, Inc. (“MBI”) through December 31, 2022. See Note 8(a). Beginning March 1, 2022, the Company’s base rent will increase 5.0% to $6,520.50 per month. While MBI has not yet provided the amount of the Company’s allocated share of operating expenses, which amount was $3,105 during the first 12 months of the lease, MBI indicated that the Company’s portion of total operating expenses would remain the same. If operating expenses increase 5%, the amount of the Company’s allocated share of operating expenses would increase to $3,260.25 per month and its total monthly rent would be $9,780.75. Based on the foregoing, the Company’s total lease commitment from March 1, 2022, through December 31, 2022, would be $97,807.50.

On February 1, 2022, the Company made awards of 259,000 stock options under its 2021 Stock Option and Incentive Plan (the “2021 Plan”) at an exercise price of $2.45 per share, the closing price per share of the Company’s common stock on the date of grant. On March 1, 2022, the Company made awards of 192,000 stock options under the 2021 Plan at an exercise price of $2.12 per share, the closing price per share of the Company’s common stock on the date of grant.

Summary of Significant Accounting Policies (Policies)

12 Months Ended

Dec. 31, 2021

Summary of Significant Accounting Policies

Basis of Presentation

(a) Basis of Presentation

Use of Estimates

(b) Use of Estimates

Basic and Diluted Earnings (Loss) per Share

Cash

(d) Cash

insured amounts under the Federal Deposit Insurance Corporation (FDIC). The Company’s cash balance at December 31, 2021, was $20,825,860.

Fair Value of Financial Instruments

(e) Fair Value of Financial Instruments

Research and Development

(f) Research and Development

Patent Costs

Grant Income

(g) Grant Income

Share-Based Compensation

Property and equipment

(i) Property and equipment

Property and equipment are recorded at cost less accumulated depreciation. Depreciation expense is recognized using the straight-line method over the estimated useful life of each asset as follows:


		Estimated useful life
Laboratory equipment		3 years
Furniture and fixtures		5 years
Computer and office equipment		3 years
Leasehold improvements		Shorter of the useful life or remaining lease term

Income Taxes

(j) Income Taxes

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

Concentrations of Credit Risk

(k) Concentrations of Credit Risk

Derivative Liabilities

(l) Derivative Liabilities

Deferred Offering Costs

(m) Deferred Offering Costs

Emerging Growth Company Status

(n) Emerging Growth Company Status

Recent Accounting Pronouncements

(o) Recent Accounting Pronouncements

Reverse Stock Split

(p) Reverse Stock Split

Summary of Significant Accounting Policies (Tables)

12 Months Ended

Dec. 31, 2021

Summary of Significant Accounting Policies

Summary of estimated useful life of property and equipment


		Estimated useful life
Laboratory equipment		3 years
Furniture and fixtures		5 years
Computer and office equipment		3 years
Leasehold improvements		Shorter of the useful life or remaining lease term

Fair Value Measurements (Tables)

12 Months Ended

Dec. 31, 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

Fair value measurements as of

December 31, 2021, using:

Level 1

Level 2

Level 3

Total

Liabilities

Derivative liabilities

—

Warrant liability

—

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


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, December 31, 2021	$	—

Prepaid Expenses and Other Current Assets (Tables)

12 Months Ended

Dec. 31, 2021

Prepaid Expenses and Other Current Assets

Schedule of prepaid expenses and other current assets


	December 31,		December 31,
	2021		2020
Contract manufacturers and research organizations	$	441,593	$	—
Insurance premiums		1,393,853		—
Prepaid operating expenses		61,459		—
Deposits		9,410		3,199
	$	1,906,315	$	3,199

Property and Equipment (Tables)

12 Months Ended

Dec. 31, 2021

Property and Equipment

Summary of property and equipment


	December 31,		December 31,
	2021		2020
Laboratory equipment	$	247,522	$	—
Less accumulated depreciation		(41,254)		—
Total property and equipment, net	$	206,268	$	—

Accounts Payable and Accrued Expenses (Tables)

12 Months Ended

Dec. 31, 2021

Accounts Payable and Accrued Expenses

Schedule of accounts payable and accrued expenses


	December 31,		December 31,
	2021		2020
Professional fees	$	91,985	$	193,281
General consulting fees		126,491		80,013
R&D billings - CMOs, CROs, Supplies, Equipment and Consulting		595,465		51,806
General expenses		256,463		1,778
Insurance premiums		945,928		—
Payroll and benefits		482,237		—
Accrued license payments		5,000		42,300
	$	2,503,569	$	369,178

Commitments and Contingencies (Tables)

12 Months Ended

Dec. 31, 2021

Commitments and Contingencies

Schedule of milestone payments the Company shall pay to Licensor


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

Convertible Promissory Notes (Tables)

12 Months Ended

Dec. 31, 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		(107,851)		(145,323)
Convertible promissory notes, net	$	2,126,147	$	2,086,675

Stockholders Equity (Tables)

12 Months Ended

Dec. 31, 2021

Stockholders' Equity

Schedule of unvested restricted common stock


Unvested restricted common stock at December 31, 2020		146,483
Shares issued		—
Shares vested		(146,483)
Unvested restricted common stock at December 31, 2021		—

Warrants (Tables)

12 Months Ended

Dec. 31, 2021

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

Schedule of fair value of the warrant liability


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, December 31, 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 December 31, 2021	$	—

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


	As of			As of
	July 12,			December 31,
	2021			2020
Fair value per share of Company’s common stock	$	4.00		$	3.91
Dividend yield		0.0	%		0.0	%
Expected volatility		89.0	%		84.0	%
Risk free interest rate		0.5	%		0.3	%
Expected life (years)		3.40			4.67
Fair value of warrants	$	35,485		$	29,376

Share-Based Compensation (Table)

12 Months Ended

Dec. 31, 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	78,979		—	—
Outstanding at December 31, 2021	1,713,693	$	0.33	5.2

Assumptions for estimating the fair value of options


	Years ended December 31,
	2021			2020
Risk-free interest rate		0.59	%		0.25% - 0.55	%
Expected term (in years)		6.0			3.5 - 6.25
Expected volatility		97.20	%		95.83% - 97.20	%
Expected dividend yield		—	%		—	%
Fair value per share of underlying stock	$	3.91		$	0.08 - $3.91

Net Loss Per Share (Tables)

12 Months Ended

Dec. 31, 2021

Net Loss Per Share

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


	Years Ended
	December 31,
	2021		2020
Basic and diluted net loss per share
Numerator
Net loss	$	(6,843,399)	$	(2,343,893)
Denominator
Weighted-average common shares outstanding		8,425,880		4,636,216
Net loss per share	$	(0.81)	$	(0.51)

Income Taxes (Tables)

12 Months Ended

Dec. 31, 2021

Income Taxes

Schedule of reconciliation of income tax provision (benefit) at effective income tax rate


	Years Ended
	December 31,
	2021		2020
Federal income tax benefit at statutory rate	21.0	%	21.0	%
State and local tax, net of federal benefit	4.5	%	1.9	%
Permanent differences	(3.2)	%	(14.8)	%
Deferred true-up	—	%	(0.6)	%
Change in valuation allowance	(23.1)	%	(7.5)	%
Effective income tax rate	(0.8)	%	0.0	%

Schedule of components of deferred tax assets


Net operating loss carryforwards	$	1,353,293	$	421,000
Capitalized research and development		666,145		10,000
Capitalized patent and other costs		4,829		4,000
Stock-based compensation		35,123		—
Accrued expenses		16,798		—
Subtotal deferred tax assets before valuation allowance		2,076,188		435,000
Less valuation allowance		(2,019,835)		(435,000)
Deferred tax assets		56,353		—

Deferred tax liability
Fixed assets		(56,353)		—

Net deferred taxes	$	—	$	—

Nature of Business and Liquidity (Details) - USD ($)		12 Months Ended
Nature of Business and Liquidity (Details) - USD ($)	Jul. 13, 2021	Dec. 31, 2021	Dec. 31, 2020	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
Net cash used in operating activities		$ (5,266,885)	$ (492,971)
Net loss		(6,843,399)	(2,343,893)
Accumulated deficit		10,305,281	3,461,882
Cash		$ 20,825,860	$ 828,016
IPO
Subsidiary, Sale of Stock [Line Items]
Gross proceeds	$ 28,750,000
Shares issued (in shares)	7,187,500
Price per share (in dollars per share)	$ 4.00
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 - Cash and Cash Equivalents (Details) - USD ($)	Dec. 31, 2021	Dec. 31, 2020
Summary of Significant Accounting Policies
Cash	$ 20,825,860	$ 828,016

Summary of Significant Accounting Policies - Research and Development (Details) - USD ($)	Dec. 31, 2021	Dec. 31, 2020
Research and development
Outstanding payables	$ 2,503,569	$ 369,177
Research and Development Arrangement
Research and development
Outstanding payables	$ 386,057	$ 31,346

Summary of Significant Accounting Policies - Schedule Of Property Plant And Equipment Table (Details)	12 Months Ended
	Dec. 31, 2021
Laboratory equipment
Property, Plant and Equipment [Line Items]
Estimated useful life	3 years
Furniture and fixtures
Property, Plant and Equipment [Line Items]
Estimated useful life	5 years
Computer and office equipment
Property, Plant and Equipment [Line Items]
Estimated useful life	3 years

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

Fair Value Measurements (Details) - USD ($)	24 Months Ended
Fair Value Measurements (Details) - USD ($)	Dec. 31, 2021	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
Amount of liability transferred from Level 2 to Level 1	0
Amount of liability transferred into level 3	0
Amount of liability transferred out of level 3	$ 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

Fair Value Measurements - Changes in the Fair Value of Level 3 Financial Instruments (Details) - USD ($)	12 Months Ended
	Dec. 31, 2021	Dec. 31, 2020
Fair Value, Balance Sheet Grouping, Financial Statement Captions [Line Items]
Change in fair value of derivative liability	$ (867,000)	$ (1,208,000)
Level 3
Fair Value, Balance Sheet Grouping, Financial Statement Captions [Line Items]
Fair value, beginning balance	1,780,376
Change in fair value of derivative liability	867,000
Extinguishment of liability on conversion of Notes	(2,647,376)
Change in fair value of warrant liability	6,109
Extinguishment of liability on exercise of warrants	$ (6,109)
Fair value, ending balance		$ 1,780,376

Prepaid Expenses and Other Current Assets (Details) - USD ($)	Dec. 31, 2021	Dec. 31, 2020
Prepaid Expenses and Other Current Assets
Contract manufacturers and research organizations	$ 441,593
Insurance premiums	1,393,853
Prepaid operating expenses	61,459
Deposits	9,410	$ 3,199
Prepaid expenses and other current assets	$ 1,906,315	$ 3,199

Property and Equipment (Details) - USD ($)	12 Months Ended
Property and Equipment (Details) - USD ($)	Dec. 31, 2021	Dec. 31, 2020
Property and equipment
Less accumulated depreciation	$ (41,254)
Total property and equipment, net	206,268
Depreciation expenses	42,470	$ 0
Laboratory equipment
Property and equipment
Property and equipment, gross	$ 247,522

Accounts Payable and Accrued Expenses (Details) - USD ($)	Dec. 31, 2021	Dec. 31, 2020
Professional fees	$ 91,985	$ 193,281
Consulting fees	126,491	80,013
Research and development billings	595,465	51,806
General expenses	256,463	1,778
Insurance premiums	945,928
Payroll and benefits	482,237
Accrued license payments	5,000	42,300
Accounts payable and accrued expenses	$ 2,503,569	369,177
Adjustment for rounding
Accounts payable and accrued expenses		$ 369,178

Deferred Grant Income (Details) - USD ($)	1 Months Ended	12 Months Ended
Deferred Grant Income (Details) - USD ($)	Apr. 30, 2021	Dec. 31, 2021	Dec. 31, 2020	May 31, 2021
Deferred Grant Income
Expected Award amount	$ 2,392,845
Grant term (in years)	3 years
Deferred Grant Income				$ 308,861
Deferred grant income		$ 30,528	$ 0
Grant income recognized		$ 278,333	$ 0

Commitments and Contingencies (Details)	1 Months Ended
Commitments and Contingencies (Details)	Mar. 31, 2021 USD ($) ft²	Dec. 31, 2021 USD ($)	Mar. 31, 2020 location
Lessee Disclosure [Abstract]
Lease commitment		$ 18,630
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

Commitments and Contingencies - License Agreement (Details) - USD ($)			1 Months Ended				12 Months Ended
	Nov. 08, 2021	Feb. 15, 2021	Aug. 31, 2021	Nov. 30, 2020	Oct. 31, 2020	Nov. 30, 2018	Dec. 31, 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							$ 0	$ 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
Accounts Payable And Accrued Expense							5,000
Maximum \| Employee Severance
Loss Contingencies [Line Items]
Aggregate amount of severance							$ 2,412,000

Convertible Promissory Notes (Details)		1 Months Ended	6 Months Ended	12 Months Ended	25 Months Ended
Convertible Promissory Notes (Details)	Jul. 13, 2021 USD ($) shares	Dec. 31, 2020 USD ($)	Jul. 12, 2021 USD ($)	Dec. 31, 2020 USD ($)	May 31, 2020 USD ($) item	Dec. 31, 2021 USD ($)
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		191,687
Unamortized amounts of debt issuance costs and debt discounts
Principal amount of convertible promissory notes	$ 2,240,000	2,240,000		2,240,000
Less unamortized debt issuance costs	(6,002)	(8,002)		(8,002)
Less unamortized debt discounts	(107,851)	(145,323)		(145,323)
Convertible promissory notes, net	2,126,147	2,086,675		2,086,675
Long-term Debt, Other Disclosures [Abstract]
Derivative liability		1,751,000		1,751,000
Amortization of debt issuance costs		10,538
Note One
Debt Instrument [Line Items]
Principal Amount						$ 500,000
Accrued Interest	92,548	80,137		80,137
Note Two
Debt Instrument [Line Items]
Principal Amount						50,000
Accrued Interest	8,803	7,562		7,562
Note Three
Debt Instrument [Line Items]
Principal Amount						100,000
Accrued Interest	13,249	10,767		10,767
Note Four
Debt Instrument [Line Items]
Principal Amount						50,000
Accrued Interest	6,625	5,466		5,466
Note Five
Debt Instrument [Line Items]
Principal Amount						50,000
Accrued Interest	6,707	5,384		5,384
Note Six
Debt Instrument [Line Items]
Principal Amount						50,000
Accrued Interest	6,567	5,326		5,326
Note Seven
Debt Instrument [Line Items]
Principal Amount						50,000
Accrued Interest	6,534	5,293		5,293
Note Eight
Debt Instrument [Line Items]
Principal Amount						100,000
Accrued Interest	9,205	6,723		6,723
Note Nine
Debt Instrument [Line Items]
Principal Amount						100,000
Accrued Interest	8,942	6,460		6,460
Note Ten
Debt Instrument [Line Items]
Principal Amount						1,000,000
Accrued Interest	75,806	50,984		50,984
Note Eleven
Debt Instrument [Line Items]
Principal Amount						40,000
Accrued Interest	2,780	1,790		1,790
Note Twelve
Debt Instrument [Line Items]
Principal Amount						50,000
Accrued Interest	3,192	1,951		1,951
Note Thirteen
Debt Instrument [Line Items]
Principal Amount						50,000
Accrued Interest	3,192	1,951		1,951
Note Fourteen
Debt Instrument [Line Items]
Principal Amount						$ 50,000
Accrued Interest	$ 3,135	1,893		1,893
IPO
Debt Instrument [Line Items]
Shares converted (in shares) \| shares	1,068,135
Accrued interest	$ 247,285	191,687		191,687
Long-term Debt, Other Disclosures [Abstract]
Derivative liability	$ 2,618,000	$ 1,751,000		$ 1,751,000
Decrease in fair value of the derivative liability			$ 867,000

Stockholders Equity (Details)		1 Months Ended	12 Months Ended		24 Months Ended
Stockholders Equity (Details)	Jul. 13, 2021 USD ($) $ / shares shares	Apr. 30, 2021 USD ($)	Dec. 31, 2021 Vote $ / shares shares	Dec. 31, 2018 item shares	Dec. 31, 2021 USD ($) Vote $ / shares shares	Apr. 27, 2021 $ / shares shares	Dec. 31, 2020 $ / 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
Accumulated restricted common stock issued			4,636,216		4,636,216
Accumulated restricted common stock vested							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%
Repayment of subscription receivable \| $		$ 3,290
Preferred stock, shares issued			0		0
Proceeds from Issuance of Warrants \| $	$ 100
Common Stock, Number of Shares, Par Value and Other Disclosures [Abstract]
Cash dividends were declared or paid \| $					$ 0
Common stock voting rights per share \| Vote			1		1
Accumulated Unrestricted Common Stock Issued			12,904,574		12,904,574
IPO
Class of Stock [Line Items]
Common shares reserved for issuance							1,050,694
Issuance of common stock in initial public offering, net of offering costs ( 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
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			(146,483)
Common Stock
Class of Stock [Line Items]
Maximum number of shares which the Company is authorized to issue						290,000,000
Issuance of common stock in initial public offering, net of offering costs ( in shares)			7,187,500
Common Stock \| IPO
Class of Stock [Line Items]
Common shares reserved for issuance							1,080,858
Preferred Stock
Class of Stock [Line Items]
Maximum number of shares which the Company is authorized to issue						10,000,000

Warrants (Details)		6 Months Ended		12 Months Ended
Warrants (Details)	May 02, 2018 USD ($) $ / shares shares	Dec. 31, 2021 USD ($) $ / shares	Jul. 12, 2021 USD ($)	Dec. 31, 2021 USD ($) $ / 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
Class of Warrant or Right [Line Items]
Number of shares upon warrant exercise (in shares) \| shares	12,723
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

Warrants - Schedule of Assumptions of the Fair Value of Warrant Liability (Details)	Dec. 31, 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		4.00	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		89.0	84.0
Risk free interest rate \| Warrant liability
Fair Value Measurement Inputs and Valuation Techniques [Line Items]
Assumptions for fair value of warrant liability		0.5	0.3
Expected life (years) \| Warrant liability
Fair Value Measurement Inputs and Valuation Techniques [Line Items]
Assumptions for fair value of warrant liability \| Y		3.40	4.67

Share-Based Compensation (Details) - Restricted Stock	12 Months Ended
Share-Based Compensation (Details) - Restricted Stock	Dec. 31, 2021
Minimum
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Vesting period	2 years
Maximum
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Vesting period	3 years

Share-Based Compensation - Additional Information (Details) - shares	1 Months Ended	12 Months Ended
	Apr. 30, 2020	Dec. 31, 2021	Dec. 31, 2020	Jan. 31, 2021
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Options awarded during period		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
Number of options outstanding		1,713,693	1,756,279
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 \| 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		78,979	1,756,279	36,393
Options available for future grants		1,713,693
Options vested and exercisable		1,042,534

Share-Based Compensation - Information About Options to Purchase Common Stock (Details) - USD ($)	12 Months Ended
	Dec. 31, 2021	Dec. 31, 2020	Dec. 31, 2019
Number of shares
Outstanding, beginning balance	1,756,279
Granted	36,393	1,756,279
Forfeited	78,979
Outstanding, ending balance	1,713,693	1,756,279
Weighted average exercise price per share
Outstanding, beginning balance	$ 0.25
Granted	3.91	$ 0.25
Outstanding, ending balance	$ 0.33	$ 0.25
Weighted average contractual term (years)
Weighted average contractual term (years)	5 years 2 months 12 days	5 years 10 months 24 days	0 years
Granted	5 years 6 months	5 years 10 months 24 days
Intrinsic value of the outstanding options	$ 3,787,262

Share-Based Compensation - Grant-date Fair Value of Options Granted (Details) - Options - $ / shares	12 Months Ended
	Dec. 31, 2021	Dec. 31, 2020
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
Minimum
Share-based Compensation Arrangement by Share-based Payment Award, Fair Value Assumptions and Methodology [Abstract]
Risk-free interest rate		0.25%
Expected term (in years)		3 years 6 months
Expected volatility		95.83%
Fair value per share of underlying stock		$ 0.08
Maximum
Share-based Compensation Arrangement by Share-based Payment Award, Fair Value Assumptions and Methodology [Abstract]
Risk-free interest rate		0.55%
Expected term (in years)		6 years 3 months
Expected volatility		97.20%
Fair value per share of underlying stock		$ 3.91

Share-Based Compensation - Stock-based Compensation Expense (Details) - USD ($)	12 Months Ended
	Dec. 31, 2021	Dec. 31, 2020
Share-based Payment Arrangement, Expensed and Capitalized, Amount [Line Items]
Share-based compensation expense	$ 185,996	$ 45,444
Remaining unrecognized stock-based compensation expense	$ 192,000
Period for recognition of stock-based compensation expense	1 year 10 months 24 days
Options
Share-based Payment Arrangement, Expensed and Capitalized, Amount [Line Items]
Share-based compensation expense	$ 184,599	42,651
Restricted Stock
Share-based Payment Arrangement, Expensed and Capitalized, Amount [Line Items]
Share-based compensation expense	$ 1,397	$ 2,793

Net Loss Per Share (Details) - USD ($)	12 Months Ended
Net Loss Per Share (Details) - USD ($)	Dec. 31, 2021	Dec. 31, 2020
Numerator
Net loss	$ (6,843,399)	$ (2,343,893)
Denominator
Weighted-average common shares outstanding, basic	8,425,880	4,636,216
Weighted-average common shares outstanding, diluted	8,425,880	4,636,216
Net earnings (loss) per share attributable to common stockholders, basic	$ (0.81)	$ (0.51)
Net earnings (loss) per share attributable to common stockholders, diluted	$ (0.81)	$ (0.51)

- 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 815
-SubTopic 40
-Section 65
-Paragraph 1
-Subparagraph (e)(4)
-URI http://asc.fasb.org/extlink&oid=123482062&loc=SL123482106-238011

Reference 2: 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=124431687&loc=d3e22583-107794

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=124431687&loc=d3e22694-107794

Reference 4: 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=125511455&loc=d3e1448-109256

Reference 5: 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=124431687&loc=d3e22595-107794

Reference 6: 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=124431687&loc=d3e22694-107794

Reference 7: 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=125511455&loc=d3e1337-109256

Reference 8: http://www.xbrl.org/2003/role/disclosureRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 815
-SubTopic 40
-Section 65
-Paragraph 1
-Subparagraph (f)
-URI http://asc.fasb.org/extlink&oid=123482062&loc=SL123482106-238011

Reference 9: 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=125512782&loc=d3e4984-109258

Reference 10: http://www.xbrl.org/2003/role/disclosureRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 944
-SubTopic 220
-Section S99
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The amount of net income (loss) for the period available to each share of common stock or common unit outstanding during the reporting period and to each share or unit that would have been outstanding assuming the issuance of common shares or units for all dilutive potential common shares or units outstanding during the reporting period.

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

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+ Details

Income Taxes - Effective income tax rate reconciliation (Details)	12 Months Ended
	Dec. 31, 2021	Dec. 31, 2020
Effective Income Tax Rate Reconciliation, Percent [Abstract]
Federal income tax benefit at statutory rate	21.00%	21.00%
State and local tax, net of federal benefit	4.50%	1.90%
Permanent differences	(3.20%)	(14.80%)
Deferred true-up		(0.60%)
Change in valuation allowance	(23.10%)	(7.50%)
Effective income tax rate	(0.80%)	0.00%

Income Taxes - Deferred tax assets (Details) - USD ($)	Dec. 31, 2021	Dec. 31, 2020
Deferred tax assets
Net operating loss carryforwards	$ 1,353,293	$ 421,000
Capitalized research and development	666,145	10,000
Capitalized patent and other costs	4,829	4,000
Stock-based compensation	35,123
Accrued expenses	16,798
Subtotal deferred tax assets before valuation allowance	2,076,188	435,000
Less valuation allowance	(2,019,835)	(435,000)
Deferred tax assets	56,353
Deferred tax liability
Fixed assets	(56,353)
Net deferred taxes	$ 0	$ 0

Income Taxes - Additional information (Details) - USD ($)	12 Months Ended
	Dec. 31, 2021	Dec. 31, 2020
Operating Loss Carryforwards [Line Items]
Income tax expense (benefit)	$ 53,051	$ 0
Change in valuation allowance	1,584,835	175,000
Accrued interest or penalties related to uncertain tax positions	0
Interest or penalties related to uncertain tax positions recognized in the Company's statements of operations	$ 0
Federal
Operating Loss Carryforwards [Line Items]
Percentage of limitation of usage of operating losses	80.00%
Net operating loss carryforwards	$ 5,025,481	1,294,914
Federal \| 2017 and Prior Years
Operating Loss Carryforwards [Line Items]
Net operating loss carryforwards	38,297
State and Local
Operating Loss Carryforwards [Line Items]
Net operating loss carryforwards	$ 4,714,271	$ 1,291,575

Related -Party Transactions (Details) - USD ($)	Dec. 31, 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

- Definition

Carrying amount as of the balance sheet date of obligations due all related parties. For classified balance sheets, represents the current portion of such liabilities (due within one year or within the normal operating cycle if longer).

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Subsequent Events (Details) - USD ($)			1 Months Ended	12 Months Ended
Subsequent Events (Details) - USD ($)	Mar. 01, 2022	Feb. 01, 2022	Feb. 28, 2022	Dec. 31, 2021	Dec. 31, 2020
Subsequent Event [Line Items]
Total lease commitment				$ 18,630
Options awarded (in shares)				36,393	1,756,279
Exercise price (per share)				$ 3.91	$ 0.25
Subsequent Events
Subsequent Event [Line Items]
Options awarded (in shares)	192,000	259,000
Exercise price (per share)	$ 2.12	$ 2.45
Subsequent Events \| Massachusetts Biomedical Initiatives, Inc. ("MBI")
Subsequent Event [Line Items]
Percentage of increase in base rent			5.00%
Base rent per month			$ 6,520.50
Total monthly rent			$ 9,780.75
Possible percentage of increase in operating expenses			5.00%
Total lease commitment			$ 97,807.50
Subsequent Events \| Massachusetts Biomedical Initiatives, Inc. ("MBI") \| First 12 Months of Lease
Subsequent Event [Line Items]
Allocated share of operating expenses			3,105
Subsequent Events \| Massachusetts Biomedical Initiatives, Inc. ("MBI") \| 5% Increase in Operating Expenses
Subsequent Event [Line Items]
Allocated share of operating expenses			$ 3,260.25