0001104659-23-040158 | 10-K | XBRL Viewer | Transcode Therapeutics INC

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Grant Income (Details) - USD ($)	1 Months Ended	12 Months Ended
Grant Income (Details) - USD ($)	Apr. 30, 2021	Dec. 31, 2022	Dec. 31, 2021	May 31, 2022	May 31, 2021
Grant Income
Expected Award amount	$ 2,392,845	$ 870,000
Grant term (in years)	3 years
Deferred Grant Income				$ 1,129,316	$ 308,861
Deferred grant income		0	$ 30,528
Grant income recognized		1,080,436	278,333
Grant income receivable		$ 360,229	$ 0

Prepaid Expenses and Other Current Assets

12 Months Ended

Dec. 31, 2022

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,
	2022		2021
Prepaid operating expenses	$	122,428	$	61,459
Contract manufacturers and research organizations		241,111		441,593
Insurance premiums		1,255,317		1,393,853
Prepaid FICA		422,492		0
Deposits		9,410		9,410
	$	2,050,758	$	1,906,315

Document and Entity Information - USD ($) $ in Millions	12 Months Ended
Document and Entity Information - USD ($) $ in Millions	Dec. 31, 2022	Mar. 20, 2023	Jun. 30, 2022
Document and Entity Information [Abstract]
Document Type	10-K
Document Annual Report	true
Document Transition Report	false
Document Period End Date	Dec. 31, 2022
Entity File Number	001-40363
Entity Registrant Name	TRANSCODE THERAPEUTICS, INC.
Entity Incorporation, State or Country Code	DE
Entity Tax Identification Number	81-1065054
Entity Address State Or Province	MA
Entity Address, Address Line One	6 Liberty Square, #2382
Entity Address, City or Town	Boston
Entity Address, Postal Zip Code	02109
City Area Code	857
Local Phone Number	837-3099
Title of 12(b) Security	Common Stock, $0.0001 par value per share
Trading Symbol	RNAZ
Security Exchange Name	NASDAQ
Entity Well-known Seasoned Issuer	No
Entity Voluntary Filers	No
Entity Current Reporting Status	Yes
Entity Interactive Data Current	Yes
Entity Filer Category	Non-accelerated Filer
Entity Small Business	true
Entity Emerging Growth Company	true
Entity Ex Transition Period	false
Entity Shell Company	false
Entity Public Float			$ 11.0
Entity Common Stock, Shares Outstanding		15,823,534
Auditor Name	WithumSmith+Brown, PC
Auditor Firm ID	100
Auditor Location	East Brunswick, New Jersey
Entity Central Index Key	0001829635
Current Fiscal Year End Date	--12-31
Document Fiscal Year Focus	2022
Document Fiscal Period Focus	FY
Amendment Flag	false

Grant Income

12 Months Ended

Dec. 31, 2022

Grant Income

Grant Income

(7) 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 (the “NIH”). The Award is expected to provide up to $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 first-year funding of $308,861 which it recorded as deferred grant income. In May 2022, second-year funding of $1,129,316 was made available to the Company. Income under the grant’s first year funding was recognized as work under the grant was completed. In the second year of the grant, the Company has drawn available funds in arrears. The Company recognized grant income of $1,080,436 and $278,333 for the years ended December 31, 2022 and 2021, respectively. The Company recorded grant income receivable of $360,229 and $0 at December 31, 2022 and 2021, respectively. The Company had deferred grant income of $0 and $30,528 at December 31, 2022 and 2021, respectively.

Share-Based Compensation - Information About Options to Purchase Common Stock (Details) - USD ($)	1 Months Ended					12 Months Ended
	Dec. 31, 2022	Oct. 31, 2022	Jun. 30, 2022	Mar. 31, 2022	Jan. 31, 2022	Dec. 31, 2022	Dec. 31, 2021	Dec. 31, 2020
Number of shares
Outstanding, beginning balance					1,713,693	1,713,693	1,756,279
Granted						1,376,000	36,393
Exercise of stock options (in shares)	(652,000)	(242,500)	(28,500)	(194,000)	(72,660)	(72,660)	(259,000)
Forfeited							(78,979)
Outstanding, ending balance	3,017,033					3,017,033	1,713,693	1,756,279
Weighted average exercise price per share
Outstanding, beginning balance					$ 0.33	$ 0.33	$ 0.25
Granted						1.22	3.91
Exercised						0.08
Outstanding, ending balance	$ 0.74					$ 0.74	$ 0.33	$ 0.25
Weighted average contractual term (years)
Weighted average contractual term (years)						5 years 3 months 18 days	5 years 2 months 12 days	5 years 10 months 24 days
Granted						6 years 4 months 24 days	5 years 6 months
Intrinsic value of the outstanding options	$ 0					$ 0

Stockholders' Equity

12 Months Ended

Dec. 31, 2022

Stockholders' Equity

Stockholders' Equity

(9) 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, 2022 and 2021, the Company had 12,977,234 and 12,904,574 shares of common stock issued and outstanding, respectively. 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. Both subscriptions receivable and accumulated interest were repaid in 2021. The preferred stock is undesignated; no shares of preferred stock have been issued.

The Company’s IPO was completed on July 13, 2021, in which it 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 the Company paid $2,415,000 of underwriting commissions and expenses and $934,427 of other offering expenses. The underwriter paid $100 in the aggregate for the underwriter warrants issued in connection with the IPO (see Note 10).

Subsequent to year end, on February 16, 2023, the Company entered into a Securities Purchase Agreement with certain purchasers named therein, pursuant to which the Company sold, in a registered direct offering, an aggregate of 2,846,300 shares of the Company’s common stock at a purchase price of $0.527 per share (the “February RDO”) for net proceeds to the Company of approximately $1.3 million, after deducting fees payable to the placement agent and other offering expenses payable by the Company (see Note 16).

(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, 2022 and 2021, nor 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.

+ References

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+ Details

Fair Value Measurements (Details)	12 Months Ended
Fair Value Measurements (Details)	Dec. 31, 2021 USD ($)
Fair Value, Balance Sheet Grouping, Financial Statement Captions [Line Items]
Changes in fair value of derivative liability	$ 867,000
Fair Value, Liability, Recurring Basis, Unobservable Input Reconciliation, Gain (Loss), Statement of Income or Comprehensive Income [Extensible Enumeration]	Fair Value Adjustment of Warrants
Level 3
Fair Value, Balance Sheet Grouping, Financial Statement Captions [Line Items]
Fair value, beginning balance	$ 1,780,376
Changes 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	$ 0

Summary of Significant Accounting Policies

12 Months Ended

Dec. 31, 2022

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”).

(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, accrued research and development costs, 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 materially vary from these estimates.

Basic net net loss per share is determined by dividing the net loss attributable to common stockholders by the weighted average number of shares of common stock outstanding during the period. Diluted net 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 loss per shares does not include the conversion or exercise of Contingent Securities when the effect of doing so would be 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 and cash equivalents. To date, the Company has not held any funds in money market funds or instruments with original maturities of three months or less. The Company holds significant cash balances at financial institutions which throughout the year regularly exceed the federally insured limit of $250,000. Any loss incurred or lack of access to such funds could have a material adverse effect on the Company’s financial condition, results of operations, and cash flows.

(e) Fair Value of Financial Instruments

The Company’s financial instruments at December 31, 2022 and 2021, included cash, grant receivable, prepaid expenses, accounts payable, and accrued expenses. Cash is reported at fair value. The recorded carrying amount of grant receivable, prepaid expenses, accounts payable and accrued expenses approximate their fair value due to their short-term nature.

(f) Research and Development

Research and development costs generally 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.

The Company has entered into various research and development-related contracts with companies both inside and outside 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. In April 2021, the Company received an award (the “Award”) from the National Cancer Institute in support of the Company’s lead therapeutic candidate. Since there is no transfer of ownership of the work performed under the Award, and the Company does not lose control over the work performed under the Award, the Company deems the Award funds as a contribution. Grant payments received in excess of grant income earned are recorded as deferred grant income on the Company’s balance sheets 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 sheets.

(h) Share-Based Compensation Expense

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 share-based compensation expense in its statements of operations in the same manner in which the award recipient’s payroll costs are classified or in which the award recipient’s service payments are classified. Forfeitures are accounted for as they occur.

Because prior to the IPO, there was no public market for the Company’s common stock, the estimated fair value of the common stock was determined by the Company’s board of directors (the “Board”) as of the date of each award, with input from management, considering, when available, third-party valuations of the Company’s common stock as well as the Board’s assessment of additional objective and subjective factors that it believed were relevant and which may have changed between the date of the then most recent third-party valuation, if any, and the date of the grant. The assumptions used in calculating the fair value of share-based awards represented management’s best estimates and involved 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. The fair value of awards made subsequent to the IPO is determined using the closing price of the Company’s common stock on the date of grant.

Certain stock appraisal methodologies utilize, among other variables, the volatility of the stock price. When private, 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 are 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 the dates of the Company’s balance sheets herein, 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 the dates of the Company’s balance sheets herein.

(k) Concentrations of Credit Risk

Financial instruments that potentially expose the Company to concentrations of credit risk consist primarily of cash. The Company holds significant cash balances at financial institutions which, throughout the year. regularly exceed the federally insured limit of $250,000. Any loss incurred or lack of access to such funds could have a significant adverse impact on the Company’s financial condition, results of operations, and cash flows.

(l) 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 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 its IPO or such earlier time that it is no longer an EGC.

(m) Recent Accounting Pronouncements

In November 2021, the FASB, issued ASU No. 2021-10, “Government Assistance (Topic 832), Disclosures by Business Entities about Government Assistance”. This ASU requires 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’s adoption of this standard on January 1, 2022, did not have a significant effect on its financial statements.

(n) Collaboration Agreements

When the Company enters into a collaboration agreement, it evaluates the arrangement against the requirements of ASC 808, “Collaborative Arrangements” (“ASC 808”) as well as ASU 2018-18 which clarifies Topic 808 (“ASU 2018-18”). ASU 2018-18 indicates that collaborative arrangements could be partially in the scope of other guidance.

(o) Leases

The Company leases certain office and laboratory space. At inception, the Company determines if a contract or arrangement contains a lease. Leases are evaluated and classified as either operating or finance leases. A lease is classified as a finance lease if any of the following criteria are met: (i) ownership of the underlying asset transfers to the Company by the end of the lease term; (ii) the lease contains an option to purchase the underlying asset that the Company is reasonably expected to exercise; (iii) the lease term is for a major part of the remaining economic life of the underlying asset; (iv) the present value of the sum of lease payments and any residual value guaranteed by the Company equals or exceeds substantially all of the fair value of the underlying asset; or (v) the underlying asset is of a specialized nature that it is expected to have no alternative use to the lessor at the end of the lease term. A lease that does not meet any of the criteria to be classified as a finance lease is classified as an operating lease. Operating leases are included on the balance sheets as right-of-use (“ROU”) assets, net; current portion of operating lease liabilities; and operating lease liabilities. ROU assets and operating lease liabilities are recognized based on the present value of the future lease payments over the lease term at the commencement date. Where leases do not provide an implicit rate for use in determining the present value of future payments, the Company uses an incremental borrowing rate that represents the cost of borrowing on a collateralized basis for a period equal to the expected lease term. ROU assets also include any lease payments made and exclude any lease incentives and initial direct costs incurred. Lease terms may include periods under options to extend the lease or terminate the lease prior to expiration when it is reasonably certain that the Company will exercise that option. Lease expense for minimum lease payments is recognized on a straight-line basis over the lease term, including rent abatement periods and rent holidays. While lease liabilities are not remeasured as a result of changes to these costs, changes are treated as variable lease payments and recognized in the period in which the obligation for those payments was incurred. Finance leases are included on the balance sheets as property and equipment, net; current maturities of long-term debt; and long-term debt. Finance lease costs are split between depreciation expense related to the asset and interest expense on the lease liability, using the effective rate charged by the lessor. The Company has elected to account for lease and non-lease components separately. Additionally, the Company has elected not to record short-term leases, those with expected terms of twelve months or less, on the balance sheets. Certain lease agreements include fixed escalations, while others include rental payments adjusted periodically for inflation.

Income Taxes

12 Months Ended

Dec. 31, 2022

Income Taxes

Income Taxes

(14) Income Taxes

The Company’s federal and state provision (benefit) for income taxes was $0 and $53,051 for the years ended December 31, 2022 and 2021, respectively.

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,
	2022		2021
Federal income tax benefit at statutory rate	21.0	%	21.0	%
State and local tax, net of federal benefit	6.3	%	4.5	%
Permanent differences	(0.1)	%	(3.2)	%
Research and development credit	2.4	%	—	%
Stock-based compensation	(0.4)	%	—	%
Change in valuation allowance	(29.2)	%	(23.1)	%
Effective income tax rate	0.0	%	(0.8)	%

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 consist of the following:


	December 31,
	2022		2021
Net operating loss carryforwards	$	3,434,543	$	1,353,293
Capitalized research and development		3,166,280		666,145
Capitalized patent and other costs		5,219		4,829
Stock-based compensation		69,592		35,123
Accrued expenses		24,521		16,798
Fixed assets		1,889		—
Research and development tax credit carryforwards		454,616		—
Subtotal deferred tax assets before valuation allowance		7,156,660		2,076,188
Less valuation allowance		(7,156,660)		(2,019,835)
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 $12,572,411 and $4,562,112 for the years ended December 31, 2022 and 2021, respectively, which may be available to offset future taxable income. 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 $12,568,616 and $4,558,317 for the years ended December 31, 2022 and 2021, respectively, which may be available to offset future taxable income and will expire beginning in 2036.

The Company had U.S. federal research and development tax credit carryforwards of $247,028 and $0 for the years ended December 31, 2022 and 2021, respectively, available to reduce future income tax liabilities. These will expire beginning in 2042. The Company also had U.S. state research and development tax credit carryforwards of $262,769 and $35,575 for the years ended December 31, 2022 and 2021, respectively, available to reduce future income tax liabilities. Of the state U.S. state research and development tax credit carryforwards, $7,013 have an indefinite carryforward and the remainder expire beginning in 2036.

The Company has recorded a full valuation allowance against its net deferred tax assets as of December 31, 2022 and 2021, 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 $5,136,825 and $1,584,835 in the years ended December 31, 2022 and 2021, 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 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 2019 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. As of December 31, 2022 and 2021, 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.

The Protecting Americans from Tax Hikes Act of 2015 (“PATH Act”) made permanent the federal credit for increasing research activities (“R&D credit”). The PATH Act also included a provision that allowed a qualified small business to utilize a portion of its annual R&D credit as a payroll tax offset of up to $250,000 of the FICA payroll tax. The Company qualifies for this provision and has recorded payroll tax prepayments of $250,000 and $172,492 for 2022 and 2021, respectively. These benefits are able to be used beginning in the first quarter of 2023 and do not expire. The Coronavirus Aid, Relief, and Economic Security Act (“CARES Act”) was signed into law in 2020 and contained several new or changed income tax provisions. The Company has evaluated the tax provisions of the CARES Act and determined the impact to be either immaterial or not applicable. The Inflation Reduction Act of 2022 modified the PATH Act by adding an additional payroll tax offset of up to $250,000 against the Medicare payroll tax beginning in 2023. The Company expects to be able to recognize the benefits available under this provision.

Due to The Tax Cuts and Jobs Act of 2017 (TCJA), there was a change in the deductibility of research and experimental expenditures that took effect for taxable periods beginning after December 31, 2021. Prior to January 1, 2022, the Company expensed research and experimental expenditures under Section 174(a) in the year that it recognized the expense for financial reporting. The Company has adopted Section 174(b) for taxable years 2022 and beyond. Domestic and foreign research and experimental expenditures will be capitalized and amortized over periods no less than 60 months and 180 months, respectively.

- 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
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Reference 3: http://www.xbrl.org/2003/role/disclosureRef
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Reference 4: http://www.xbrl.org/2003/role/disclosureRef
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Reference 5: http://www.xbrl.org/2003/role/disclosureRef
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Reference 6: http://www.xbrl.org/2003/role/disclosureRef
-Publisher FASB
-Name Accounting Standards Codification
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Reference 7: http://www.xbrl.org/2003/role/disclosureRef
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Reference 8: http://www.xbrl.org/2003/role/disclosureRef
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-Name Accounting Standards Codification
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Reference 9: http://www.xbrl.org/2003/role/disclosureRef
-Publisher FASB
-Name Accounting Standards Codification
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-SubTopic 10
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-Paragraph 1
-Subparagraph (SX 210.4-08(h)(2))
-URI http://asc.fasb.org/extlink&oid=120395691&loc=d3e23780-122690

+ Details

BALANCE SHEETS (Parenthetical) - $ / shares	Dec. 31, 2022	Dec. 31, 2021
BALANCE SHEETS
Preferred stock, par value	$ 0.0001	$ 0.0001
Preferred Stock, Shares Authorized	10,000,000	5,000,000
Preferred Stock, Shares Issued	0	0
Preferred Stock, Shares Outstanding	0	0
Common stock, par value	$ 0.0001	$ 0.0001
Common Stock, Shares Authorized	290,000,000	290,000,000
Common Stock, Shares, Issued	12,977,234	12,904,574
Common Stock, Shares, Outstanding	12,977,234	12,904,574

Employee Stock Purchase Plan (Details) - shares	1 Months Ended			12 Months Ended
Employee Stock Purchase Plan (Details) - shares	Jan. 31, 2024	Jan. 31, 2023	Jan. 31, 2022	Dec. 31, 2021
Subsequent Event [Line Items]
Shares Issued on ESPP			90,000	150,000
Subsequent Events
Subsequent Event [Line Items]
Shares Issued on ESPP	90,000	90,000

Summary of Significant Accounting Policies - Additional Information (Details)	Dec. 31, 2022 USD ($)
Summary of Significant Accounting Policies
Federal insurance	$ 250,000

Property and Equipment (Tables)

12 Months Ended

Dec. 31, 2022

Property and Equipment

Summary of property and equipment


	December 31,
	2022		2021
Laboratory and computer equipment	$	348,441	$	247,522
Less accumulated depreciation		(139,860)		(41,254)
Total property and equipment, net	$	208,581	$	206,268

STATEMENTS OF CASH FLOWS - USD ($)	12 Months Ended
STATEMENTS OF CASH FLOWS - USD ($)	Dec. 31, 2022	Dec. 31, 2021
Cash flows from operating activities:
Net loss	$ (17,564,968)	$ (6,843,399)
Adjustments to reconcile net loss to net cash used in operating activities
Depreciation	98,606	42,470
Share-based compensation expense	395,329	185,996
Loss on sale of equipment		3,082
Change in fair market value of derivative liabilities		867,000
Non-cash interest expense		39,471
Change in fair market value of warrant liability		6,109
Changes in assets and liabilities:
Prepaid expenses and other current assets	(144,444)	(1,903,114)
Accounts payable and accrued expenses	1,843,722	2,285,059
Deferred grant income	(30,528)	30,528
Grants receivable	(360,229)
Payment of amount due to related parties		(35,685)
Accrued interest on convertible promissory notes		55,598
Net cash used in operating activities	(15,762,512)	(5,266,885)
Cash flows from investing activities:
Purchase of equipment	(100,919)	(254,820)
Proceeds from sale of equipment		3,000
Net cash used in investing activities	(100,919)	(251,820)
Cash flows from financing activities:
Proceeds from initial public offering (IPO) of common stock, net of offering costs		26,335,100
Proceeds from exercise of stock options	5,989
Proceeds from subscription receivable		13,125
Proceeds from exercise of warrants		29,267
Payments of deferred offering costs		(860,943)
Net cash provided by financing activities	5,989	25,516,549
Net change in cash	(15,857,442)	19,997,844
Cash, beginning of year	20,825,860	828,016
Cash, end of year	4,968,418	20,825,860
Supplemental disclosure of cash flow
Interest	37,115	17,870
Supplemental disclosure of non-cash investing and financing activities:
Accrued interest on subscriptions receivable		362
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
Proceeds from exercise of stock options	$ 5,989

Subsequent Events (Details) - USD ($) $ / shares in Units, $ in Millions		12 Months Ended
	Feb. 16, 2023	Dec. 31, 2022	Dec. 16, 2022	Jul. 13, 2021
Subsequent Event [Line Items]
Sale of common stock at a purchase price				$ 0.65875
Gross proceeds from issuance common stock		$ 1.3
Number of warrants purchased				199,241
Underwriter warrants term				5 years
Sale of stock exercise price				$ 0.65875
Securities Purchase Agreement [Member]
Subsequent Event [Line Items]
Sale of common stock at a purchase price			$ 0.65875
Number of warrants purchased			199,241
Underwriter warrants term			5 years
Sale of stock exercise price			$ 0.65875
Subsequent Events
Subsequent Event [Line Items]
Aggregate of direct offering	2,846,300
Sale of common stock at a purchase price	$ 0.527
Gross proceeds from issuance common stock	$ 1.3
Sale of stock exercise price	$ 0.527
Subsequent Events \| Securities Purchase Agreement [Member]
Subsequent Event [Line Items]
Aggregate of direct offering	2,846,300
Sale of common stock at a purchase price	$ 0.527
Gross proceeds	$ 1.5
Gross proceeds from issuance common stock	$ 1.3
Sale of stock exercise price	$ 0.527

Share-Based Compensation (Details) - Restricted Stock	12 Months Ended
Share-Based Compensation (Details) - Restricted Stock	Dec. 31, 2022
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

Net Loss Per Share

12 Months Ended

Dec. 31, 2022

Net Loss Per Share

Net Loss Per Share

(13) Net Loss Per Share

The Company reported net losses for the years ended December 31, 2022 and 2021, respectively. Basic and diluted net loss per share attributable to common stockholders are the same for both periods because shares issuable in connection with Contingent Securities have been excluded from the computation of diluted weighted-average shares outstanding. The effect of their inclusion would have been antidilutive.

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


	Years Ended December 31,
	2022		2021
Basic and diluted net loss per share
Net loss	$	(17,564,968)	$	(6,843,399)
Weighted-average common shares outstanding		12,977,234		8,425,880
Net loss per share	$	(1.35)	$	(0.81)

Prepaid Expenses and Other Current Assets (Details) - USD ($)	Dec. 31, 2022	Dec. 31, 2021
Prepaid Expenses and Other Current Assets
Prepaid operating expenses	$ 122,428	$ 61,459
Contract manufacturers and research organizations	241,111	441,593
Insurance premiums	1,255,317	1,393,853
Prepaid FICA	422,492	0
Deposits	9,410	9,410
Prepaid expenses and other current assets	$ 2,050,758	$ 1,906,315

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

- 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).

+ References

Reference 1: http://www.xbrl.org/2003/role/disclosureRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 470
-SubTopic 10
-Section S99
-Paragraph 1B
-Subparagraph (SX 210.13-02(a)(4)(iii)(C))
-URI http://asc.fasb.org/extlink&oid=124359900&loc=SL124442552-122756

Reference 2: http://www.xbrl.org/2003/role/disclosureRef
-Publisher FASB
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-Subparagraph (SX 210.13-02(a)(5))
-URI http://asc.fasb.org/extlink&oid=124359900&loc=SL124442552-122756

Reference 3: http://www.xbrl.org/2003/role/disclosureRef
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-Name Accounting Standards Codification
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-SubTopic 10
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-Paragraph 1
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-URI http://asc.fasb.org/extlink&oid=6457730&loc=d3e39549-107864

Reference 4: http://www.xbrl.org/2003/role/disclosureRef
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-Name Accounting Standards Codification
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Reference 5: http://www.xbrl.org/2003/role/disclosureRef
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Reference 6: http://www.xbrl.org/2003/role/disclosureRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 470
-SubTopic 10
-Section S99
-Paragraph 1A
-Subparagraph (SX 210.13-01(a)(5))
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Reference 7: http://fasb.org/us-gaap/role/ref/legacyRef
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-Name Accounting Standards Codification
-Topic 210
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Reference 8: http://www.xbrl.org/2009/role/commonPracticeRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 235
-SubTopic 10
-Section S99
-Paragraph 1
-Subparagraph (SX 210.4-08(k)(1))
-URI http://asc.fasb.org/extlink&oid=120395691&loc=d3e23780-122690

Reference 9: http://www.xbrl.org/2003/role/disclosureRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 470
-SubTopic 10
-Section S99
-Paragraph 1B
-Subparagraph (SX 210.13-02(a)(4)(iv))
-URI http://asc.fasb.org/extlink&oid=124359900&loc=SL124442552-122756

+ Details

Nature of Business and Liquidity

12 Months Ended

Dec. 31, 2022

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 cancer. TransCode is preparing for its first clinical trial. The Company’s lead therapeutic candidate, TTX-MC138, comprises 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 per share). 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 generally 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, 2022, net cash used in operating activities was approximately $15.8 million and the Company’s net loss was approximately $17.6 million. As of December 31, 2022, the Company had an accumulated deficit of approximately $27.9 million and approximately $5.0 million 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, which includes approximately $1.3 million in net proceeds from the sale of common stock in the February RDO (see Note 9), along with the approximately $870 thousand it expects to receive under year-three of the Company’s SBIR Award (see Note 7) are sufficient to fund operations and capital requirements into but not through the second 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, 2022, the Company’s primary source of capital was from the sale of equity securities in the IPO, previous sales of convertible promissory notes and funds received under the SBIR Award. For the foreseeable future, the Company plans to fund its operations by continuing to raise additional capital, primarily through sales of equity or debt, and from funds expected under the SBIR Award.

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.

STATEMENTS OF OPERATIONS - USD ($)	12 Months Ended
STATEMENTS OF OPERATIONS - USD ($)	Dec. 31, 2022	Dec. 31, 2021
Operating expenses
Research and development	$ 10,232,366	$ 2,753,966
General and administrative	8,433,448	3,397,169
Total operating expenses	18,665,814	6,151,135
Operating loss	(18,665,814)	(6,151,135)
Other income (expense)
Change in fair value of derivative liabilities		(867,000)
Change in fair value of warrant liability		(6,109)
Grant income	1,080,436	278,333
Loss on sale of equipment		(3,082)
Interest expense		(95,070)
Interest income	20,410	664
Total other income (expense), net	1,100,846	(692,264)
Net loss	$ (17,564,968)	$ (6,843,399)
Weighted-average common shares outstanding, basic	12,977,234	8,425,880
Weighted-average common shares outstanding, diluted	12,977,234	8,425,880
Net loss per share, basic	$ (1.35)	$ (0.81)
Net loss per share, diluted	$ (1.35)	$ (0.81)

Fair Value Measurements

12 Months Ended

Dec. 31, 2022

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 the dates of the Company’s balance sheets herein. The carrying amount of cash and accounts payable and accrued liabilities approximated fair value as they are short term in nature.

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, 2021	$	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		—
No changes during year ended December 31, 2022		—
Balance, December 31, 2022	$	—

- 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

BALANCE SHEETS - USD ($)	Dec. 31, 2022	Dec. 31, 2021
Current assets:
Cash	$ 4,968,418	$ 20,825,860
Grant receivable	360,229
Prepaid expenses and other current assets	2,050,758	1,906,315
Total current assets	7,379,405	22,732,175
Property and equipment, net of depreciation	208,581	206,268
Total assets	7,587,986	22,938,443
Current liabilities:
Accounts payable and accrued expenses	4,347,290	2,503,569
Deferred grant income	0	30,528
Total current liabilities	4,347,290	2,534,097
Total liabilities	4,347,290	2,534,097
Stockholders' equity:
Preferred stock - $0.0001 par value; 10,000,000 and 5,000,000 shares authorized at December 31, 2022 and 2021, respectively; - 0- shares issued and outstanding at December 31, 2022 and 2021
Common stock - $0.0001 par value, 290,000,000 shares authorized at December 31, 2022 and 2021; 12,977,234 and 12,904,574 shares issued and outstanding at December 31, 2022 and 2021, respectively	1,298	1,291
Additional paid-in capital	31,109,647	30,708,336
Accumulated deficit	(27,870,249)	(10,305,281)
Total stockholders' equity	3,240,696	20,404,346
Total liabilities and stockholders' equity	$ 7,587,986	$ 22,938,443

Summary of Significant Accounting Policies (Policies)

12 Months Ended

Dec. 31, 2022

Summary of Significant Accounting Policies

Basis of Presentation

(a) Basis of Presentation

Use of Estimates

(b) Use of Estimates

Basic and Diluted Net Loss per Share

Cash

(d) Cash

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 Expense

(h) Share-Based Compensation Expense

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 the dates of the Company’s balance sheets herein.

Concentrations of Credit Risk

(k) Concentrations of Credit Risk

Emerging Growth Company Status

(l) Emerging Growth Company Status

Recent Accounting Pronouncements

(m) Recent Accounting Pronouncements

Collaboration Agreements

(n) Collaboration Agreements

Leases

(o) Leases

Summary of Significant Accounting Policies (Tables)

12 Months Ended

Dec. 31, 2022

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

Share-Based Compensation

12 Months Ended

Dec. 31, 2022

Share-Based Compensation

Share-Based Compensation

(11) Share-Based Compensation

From inception through October 2018, the Company 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. All shares of restricted stock had vested by December 31, 2021.

In April 2020, the Board approved the TransCode Therapeutics, Inc. 2020 Stock Option and Incentive Plan (the “2020 Plan”) providing for the issuance of options or other awards to purchase up to 3,032,787 shares of the Company’s common stock. The Board determined not to make any further awards under the 2020 Plan following the closing of the IPO. In March 2021, the Company’s 2021 Stock Option and Incentive Plan (the “2021 Plan”) was approved by the Company’s Board and stockholders and became effective upon the effectiveness of the IPO. The 2021 Plan initially provided for the issuance of options or other awards to purchase up to 2,500,000 shares of the Company’s common stock with annual increases beginning in January 2022. The number of additional options or other awards available under annual increases through January 2023 is 1,278,997 shares.

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

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

In 2020, the Board awarded options to purchase 1,756,279 shares of common stock under the 2020 Plan. In 2021, the Board awarded options to purchase 36,393 shares of common stock under the 2020 Plan. Of the options issued under the 2020 Plan, options for 72,660 shares were exercised in January 2022 and options for 78,979 shares terminated in December 2021. In 2022, under the 2021 Plan, the Board awarded options to purchase 259,000 shares of common stock in February at an exercise price of $2.45 per share, 194,000 shares of common stock in March at an exercise price of $2.12 per share, 28,500 shares in June at an exercise price of $1.24 per share, 242,500 shares in October at an exercise price of $1.07 per share, and 652,000 shares in December at an exercise price of $0.51 per share , all of which were outstanding at December 31, 2022.

At December 31, 2022, there were 1,489,065 options outstanding that were vested and exercisable. All options vested at that date, had been awarded under the 2020 Plan; no options awarded under the 2021 Plan had vested at that date. Information about options to purchase common stock of the Company under both Plans is as follows:


		Weighted
		average		Weighted
		exercise		average
	Number of	price		contractual
	shares	per share		term (years)
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
Granted	1,376,000		1.22	6.4
Exercised	(72,660)		0.08	—
Forfeited	—		—	—
Outstanding at December 30, 2022	3,017,033	$	0.74	5.3

The intrinsic value of the outstanding options as of December 31, 2022, was $0.

Option Valuation

The assumptions that the Company used to determine the grant-date fair value of options granted in the years ended December 31, 2022 and 2021, were as follows:


	Years ended December 31,
	2022			2021
Risk-free interest rate		1.38% - 4.12	%		0.59	%
Expected term (in years)		3.5 - 10.0			6.0
Expected volatility		93.2	%		97.2	%
Expected dividend yield		—			—
Fair value per share of underlying stock	$	0.51 - $2.45		$	3.91

The weighted average grant date fair value per share of the options granted was $1.81 for those granted in February 2022, $1.61 for those granted in March 2022, $0.95 for those granted in June 2022, $0.94 for those granted in October 2022, and $0.44 for those granted in December 2022.

The Company recorded share-based compensation expense of $395,329 and $185,996 during the years ended December 31, 2022 and 2021, respectively. Share-based compensation is charged to research and development or to general and administrative expense in accordance with the account to which the recipient’s salary or consulting fees, as the case may be, is charged. Share-based compensation in the year ended December 31, 2022, was entirely related to stock options. In the year ended December 31, 2021, share-based compensation expense included $1,397 related to restricted stock. The remaining share-based compensation expense to be recognized in the future is $2,622,303 over approximately 2.3 years.

Warrants - (Details)	Jul. 13, 2021 $ / shares shares	Feb. 16, 2023 $ / shares	Dec. 16, 2022 $ / shares shares
Fair Value Measurement Inputs and Valuation Techniques [Line Items]
Number of warrants purchased \| shares	199,241
Underwriter warrants term	5 years
Purchase Price of Common Stock, Percent	7.0
Sale of stock exercise price	$ 0.65875
Subsequent Events
Fair Value Measurement Inputs and Valuation Techniques [Line Items]
Sale of stock exercise price		$ 0.527
IPO
Fair Value Measurement Inputs and Valuation Techniques [Line Items]
Number of warrants purchased \| shares	312,500
Exercise price	$ 5.00
Redemption premium (as a percent)	125.00%
Securities Purchase Agreement
Fair Value Measurement Inputs and Valuation Techniques [Line Items]
Number of warrants purchased \| shares			199,241
Underwriter warrants term			5 years
Sale of stock exercise price			$ 0.65875
Securities Purchase Agreement \| Subsequent Events
Fair Value Measurement Inputs and Valuation Techniques [Line Items]
Sale of stock exercise price		$ 0.527

Income Taxes - Effective income tax rate reconciliation (Details)	12 Months Ended
	Dec. 31, 2022	Dec. 31, 2021
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	6.30%	4.50%
Permanent differences	(0.10%)	(3.20%)
Research and development credit	2.40%
Stock-based compensation	(0.40%)
Change in valuation allowance	(29.20%)	(23.10%)
Effective income tax rate	0.00%	(0.80%)

Income Taxes - (Details) - USD ($)	12 Months Ended
Income Taxes - (Details) - USD ($)	Dec. 31, 2022	Dec. 31, 2021
Income Taxes
income tax benefit (expense)	$ 0	$ 53,051
Net change in valuation allowance	$ 5,136,825	1,584,835
Term of cumulative changes in the ownership interest over	3 years
Payroll tax prepayments recorded under PATH act	$ 250,000	172,492
Internal Revenue
Income Taxes
Percentage of cumulative changes in the ownership interest	50.00%
Domestic Tax Authority [Member]
Income Taxes
Net operating loss carryforwards	$ 12,572,411	4,562,112
Percentage of limitation of usage of operating losses	80.00%
Domestic Tax Authority [Member] \| 2017 and Prior Years
Income Taxes
Net operating loss carryforwards	$ 38,297
Domestic Tax Authority [Member] \| Research Tax Credit Carryforward [Member] \| Tax Year 2042 [Member]
Income Taxes
Research and development tax credit carryforwards	247,028	0
State and Local Jurisdiction [Member]
Income Taxes
Net operating loss carryforwards	12,568,616	4,558,317
State and Local Jurisdiction [Member] \| Research Tax Credit Carryforward [Member]
Income Taxes
Research and development tax credit carryforwards	262,769	35,575
State and Local Jurisdiction [Member] \| Research Tax Credit Carryforward [Member] \| Tax Year 2036 [Member]
Income Taxes
Research and development tax credit carryforwards	$ 7,013	$ 7,013

Related -Party Transactions

12 Months Ended

Dec. 31, 2022

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, $35,685, was reimbursed by the Company during 2021.

In April 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.

Property and Equipment (Details) - USD ($)	12 Months Ended
Property and Equipment (Details) - USD ($)	Dec. 31, 2022	Dec. 31, 2021
Property and equipment
Less accumulated depreciation	$ (139,860)	$ (41,254)
Total property and equipment, net	208,581	206,268
Depreciation expenses	98,606	42,470
Laboratory equipment
Property and equipment
Property and equipment, gross	$ 348,441	$ 247,522

Net Loss Per Share (Details) - USD ($)	12 Months Ended
Net Loss Per Share (Details) - USD ($)	Dec. 31, 2022	Dec. 31, 2021
Numerator
Net loss	$ (17,564,968)	$ (6,843,399)
Denominator
Weighted-average common shares outstanding, basic	12,977,234	8,425,880
Weighted-average common shares outstanding, diluted	12,977,234	8,425,880
Basic loss per share	$ (1.35)	$ (0.81)
Diluted loss per share	$ (1.35)	$ (0.81)

- Definition

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

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+ Details

Warrants

12 Months Ended

Dec. 31, 2022

Warrants

Warrants

(10) 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 became exercisable on January 9, 2022. All of the aforementioned warrants were outstanding at December 31, 2022 and 2021. The Company accounts for these warrants as a component of stockholders’ equity.

Subsequent to year end, in connection with the February RDO, the Company issued the placement agent warrants to purchase up to 7.0% of the aggregate number of shares of common stock sold in the February RDO, or 199,241 shares of common stock (the “Placement Agent Warrants”). The Placement Agent Warrants will be exercisable commencing six months following the date of issuance, which was February 17, 2023, expire five years following the date of sale and have an exercise price per share of $0.65875 per share (see Note 16).

Commitments and Contingencies

12 Months Ended

Dec. 31, 2022

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 has subleased approximately 2,484 square feet of laboratory space with room for minor administrative functions. The Company was also permitted to use shared laboratory equipment at the facility. The monthly rental was $6,521 and the Company paid an additional amount for its allocated share of operating expenses, which in 2022 was $3,105 per month. In 2022, the Company added the right to use cubicle space outside its laboratory area to its sublease for an additional $650 per month, resulting in total monthly rental of $10,276. This sublease terminated at the end of February 2023.

In December 2022, the Company signed an agreement to sublease 4,837 square feet of laboratory and office space from another biopharmaceutical company. The Company considers this sublease an operating lease with estimated ROU assets and lease liabilities of approximately $0.9 million to be recognized beginning upon anticipated lease commencement in the quarter ended March 31, 2023. The sublease has a term of 24 months, and the Company has the option to extend the sublease for an additional 12 months. The base monthly rent is $92.50 per square foot during the first 12 months of the lease, $95.28 in the second 12 months, and, if the Company exercises the option to extend the lease, $98.14 in the third 12-month period. In addition, the Company is responsible for its share of operating expenses, real estate taxes, and utilities based on the actual costs of these items.

(b) License Agreements

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.

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


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

As of December 31, 2022 and 2021, no milestone events had been achieved.

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

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

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

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

Option Agreement - LIN28B

The Company signed an Exclusive Option And Internal Evaluation License Agreement (the “Option”) with the Licensor effective February 15, 2021. Under the Option, the Company has (1) the exclusive right to negotiate a license of a certain technology patented by the Licensor and (2) a non-exclusive internal evaluation license to allow the Company to evaluate the technology. The Option

provided for a six-month term at a cost of $5,000 with a right to extend, upon the mutual agreement of the parties, for an additional six months for a second $5,000 payment. In August 2021, the Licensor agreed to extend the initial term of the Option until November 15, 2021, at no cost to the Company. Effective November 8, 2021, the Company and the Licensor agreed to extend the Option through May 22, 2022, at a cost to the Company of $5,000. Effective September 28, 2022, the Company and the Licensor agreed to further extend the Option through June 30, 2023, at a cost to the Company of $10,000. 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.

Option Agreement – Radiolabeled Nanoparticles

The Company signed an Exclusive Option Agreement (the “Radiolabeled Option”) with the Licensor effective April 15, 2022. Under the Radiolabeled Option, the Company has the exclusive right to negotiate a license of technology patented by the Licensor pertaining to Therapeutic, Radiolabeled Nanoparticles and Methods of Use Thereof, described and claimed in Patent Application PCT/US2021/057912. The Radiolabeled Option provides for a one-year term at a cost of $7,500 with a right to extend, upon the mutual agreement of the parties, for an additional six months for an additional payment of $5,000. The Company is also responsible for patent costs related to the subject technology incurred by Licensor during the Radiolabeled Option period. Patent costs incurred by the Licensor prior to the effective date will not be reimbursed.

Accrued License Obligations

At December 31, 2022 and 2021, the Company had accrued $57,820 and $20,487, respectively, in license payments under the foregoing arrangements included in accounts payable and accrued expenses.

On July 29, 2022, the Company signed a five-year strategic collaboration agreement with The University of Texas M. D. Anderson Cancer Center (“MD Anderson”). Under the collaboration, the Company anticipates making certain expenditures with respect to Phase I and Phase II clinical trials in part through MD Anderson as a primary investigator site. MD Anderson will also provide preclinical work under the collaboration. The details of clinical and preclinical work are to be mutually agreed by the parties prior to commencing work. The Company has committed to fund up to $10 million over the term of the collaboration, with $500,000 payable within the first year. Subsequent payments are $2 million on the first anniversary of the effective date of the agreement and $2.5 million on each of the second, third and fourth anniversaries thereof. Payments to MD Anderson are initially recorded as Prepaid Expenses. As work under the collaboration is performed by MD Anderson, the Company records research and development costs in its Statements of Operations. Total expenses incurred under the arrangement for the years ended December 31, 2022 and 2021, were $0 in both years. The arrangement expires on the later of July 29, 2027, or when the last active study is completed.

(d) Employment Agreements

Prior to the IPO, the Company entered into employment agreements with its executive officers which became effective on completion of the IPO. The employment agreements provide the employee with, among other things, severance payments upon termination of the agreement by the Company for any reason other than for cause, death or disability or by the employee for good reason. The maximum aggregate severance payments under the agreements, which arise in the event of termination involving a Change of Control (as defined in the agreements), are approximately $2,483,700.

(e) 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, 2022 and 2021, the Company did not know of any claims or actions pending against us or threatened, the ultimate disposition of which could have a material adverse effect on our results of operations or financial condition.

(f) Indemnification Agreements

In the ordinary course of business, the Company may provide indemnification of varying scope and terms to vendors, lessors, business partners, and other parties with respect to certain matters including, but not limited to, losses arising out of breach of such agreements or from intellectual property infringement claims made by third parties. In addition, the Company has entered into indemnification agreements with members of its board of directors and executive officers that require the Company, among other things, to indemnify the parties against certain liabilities that may arise by reason of their status or service as directors or officers. The maximum potential amount of future payments the Company could be required to make under these indemnification agreements is, in many cases, unlimited. To date, the Company has not incurred any costs as a result of payments required by such indemnifications. The Company is not aware of any indemnification claims 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, 2022 and 2021.

(g) Risks and Uncertainties

As SARS-CoV-2, or the coronavirus, continues to evolve, the extent to which it affects the Company’s operations directly or through parties on whom the Company depends is highly uncertain and cannot be predicted with confidence. The outcomes resulting from these events could delay the Company’s plans, increase its operating expenses and have a material adverse effect on its financial condition or results of operations.

In July 2021, the Company was subject to what it believes was a sophisticated computer-based phishing attack involving $526,435; of this amount, $45,682 was recovered in five days while the $480,753 balance was recovered on October 15, 2021. Management believes this incident had an immaterial impact on the Company’s financial condition and continues to review its computer-related policies to implement additional defenses.

Prepaid Expenses and Other Current Assets (Tables)

12 Months Ended

Dec. 31, 2022

Prepaid Expenses and Other Current Assets

Schedule of prepaid expenses and other current assets


	December 31,
	2022		2021
Prepaid operating expenses	$	122,428	$	61,459
Contract manufacturers and research organizations		241,111		441,593
Insurance premiums		1,255,317		1,393,853
Prepaid FICA		422,492		0
Deposits		9,410		9,410
	$	2,050,758	$	1,906,315

Net Loss Per Share (Tables)

12 Months Ended

Dec. 31, 2022

Net Loss Per Share

Schedule of computation of basic and diluted loss per share


	Years Ended December 31,
	2022		2021
Basic and diluted net loss per share
Net loss	$	(17,564,968)	$	(6,843,399)
Weighted-average common shares outstanding		12,977,234		8,425,880
Net loss per share	$	(1.35)	$	(0.81)

Summary of Significant Accounting Policies - Schedule Of Property Plant And Equipment Table (Details)	12 Months Ended
	Dec. 31, 2022
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

Accounts Payable and Accrued Expenses

12 Months Ended

Dec. 31, 2022

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,
	2022		2021
Professional and general consulting fees	$	758,816	$	218,476
R&D-related – CMOs, CROs, supplies, equipment and consulting		2,397,038		595,465
General expenses		124,676		256,463
Insurance premiums		844,283		945,928
Payroll and benefits		164,657		482,237
Accrued license payments		57,820		5,000
	$	4,347,290	$	2,503,569

At December 31, 2022 and 2021, the Company’s outstanding payables to CROs or CMOs included above were $2,030,347 and $386,057, respectively.

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

Accounts Payable and Accrued Expenses (Details) - USD ($)	Dec. 31, 2022	Dec. 31, 2021
Accounts Payable and Accrued Expenses
Professional and general consulting fees	$ 758,816	$ 218,476
R&D-related - CMOs, CROs, supplies, equipment and consulting	2,397,038	595,465
General expenses	124,676	256,463
Insurance premiums	844,283	945,928
Payroll and benefits	164,657	482,237
Accrued license payments	57,820	5,000
Accounts payable and accrued expenses	4,347,290	2,503,569
Outstanding payables to CROs or CMOs	$ 2,030,347	$ 386,057

Subsequent Events

12 Months Ended

Dec. 31, 2022

Subsequent Events.

Subsequent Events

(16) Subsequent Events

For its financial statements as of December 31, 2022, the Company evaluated subsequent events through March 31, 2023, the date on which those financial statements were issued.

On February 16, 2023, the Company entered into a Securities Purchase Agreement with certain purchasers named therein pursuant to which the Company sold 2,846,300 shares of common stock at a purchase price of $0.527 per share in a registered direct offering (the “RDO”). Gross proceeds from the RDO were approximately $1.5 million. After deducting fees payable to the placement agent and other offering expenses, net proceeds to the Company were approximately $1.3 million. The shares issued and sold in the RDO were offered and sold pursuant to the Company’s Registration Statement on Form S-3 which had been declared effective by the SEC on December 16, 2022. In connection with the RDO, the Company also issued to the placement agent warrants to purchase up to 199,241 shares of common stock (the “Placement Agent Warrants”). The Placement Agent Warrants will be exercisable commencing six months following the date of issuance, expire five years following the date of sale and have an exercise price of $0.65875 per share.

Share-Based Compensation - Additional Information (Details) - $ / shares	1 Months Ended					12 Months Ended
	Dec. 31, 2022	Oct. 31, 2022	Jun. 30, 2022	Mar. 31, 2022	Jan. 31, 2022	Dec. 31, 2022	Dec. 31, 2021	Jan. 31, 2023	Dec. 31, 2020	Apr. 30, 2020
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Options awarded during period						1,376,000	36,393
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	3,017,033					3,017,033	1,713,693		1,756,279
Exercise price per share	$ 0.51	$ 1.07	$ 1.24	$ 2.12		$ 0.51
Exercise of stock options (in shares)	652,000	242,500	28,500	194,000	72,660	72,660	259,000
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						P10Y
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					2,500,000
Options available for future grants								1,278,997
Exercise price per share	$ 2.45					$ 2.45
Options \| Stock Option and Incentive Plan 2020
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Shares approved for issuance of options or other awards									1,756,279
Options available for future grants	1,489,065					1,489,065
Options \| 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							36,393

Income Taxes (Tables)

12 Months Ended

Dec. 31, 2022

Income Taxes

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


	Years Ended
	December 31,
	2022		2021
Federal income tax benefit at statutory rate	21.0	%	21.0	%
State and local tax, net of federal benefit	6.3	%	4.5	%
Permanent differences	(0.1)	%	(3.2)	%
Research and development credit	2.4	%	—	%
Stock-based compensation	(0.4)	%	—	%
Change in valuation allowance	(29.2)	%	(23.1)	%
Effective income tax rate	0.0	%	(0.8)	%

Schedule of components of deferred tax assets


	December 31,
	2022		2021
Net operating loss carryforwards	$	3,434,543	$	1,353,293
Capitalized research and development		3,166,280		666,145
Capitalized patent and other costs		5,219		4,829
Stock-based compensation		69,592		35,123
Accrued expenses		24,521		16,798
Fixed assets		1,889		—
Research and development tax credit carryforwards		454,616		—
Subtotal deferred tax assets before valuation allowance		7,156,660		2,076,188
Less valuation allowance		(7,156,660)		(2,019,835)
Deferred tax assets		—		56,353

Deferred tax liability
Fixed assets		—		(56,353)

Net deferred taxes	$	—	$	—

Property and Equipment

12 Months Ended

Dec. 31, 2022

Property and Equipment

Property and Equipment

(5) Property and Equipment

Property and equipment, net consisted of the following:


	December 31,
	2022		2021
Laboratory and computer equipment	$	348,441	$	247,522
Less accumulated depreciation		(139,860)		(41,254)
Total property and equipment, net	$	208,581	$	206,268

Depreciation expense for the years ended December 31, 2022 and 2021, was $98,606 and $42,470, respectively.

Accounts Payable and Accrued Expenses (Tables)

12 Months Ended

Dec. 31, 2022

Accounts Payable and Accrued Expenses

Schedule of accounts payable and accrued expenses


	December 31,
	2022		2021
Professional and general consulting fees	$	758,816	$	218,476
R&D-related – CMOs, CROs, supplies, equipment and consulting		2,397,038		595,465
General expenses		124,676		256,463
Insurance premiums		844,283		945,928
Payroll and benefits		164,657		482,237
Accrued license payments		57,820		5,000
	$	4,347,290	$	2,503,569

Share-Based Compensation (Tables)

12 Months Ended

Dec. 31, 2022

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, 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
Granted	1,376,000		1.22	6.4
Exercised	(72,660)		0.08	—
Forfeited	—		—	—
Outstanding at December 30, 2022	3,017,033	$	0.74	5.3

Assumptions for estimating the fair value of options


	Years ended December 31,
	2022			2021
Risk-free interest rate		1.38% - 4.12	%		0.59	%
Expected term (in years)		3.5 - 10.0			6.0
Expected volatility		93.2	%		97.2	%
Expected dividend yield		—			—
Fair value per share of underlying stock	$	0.51 - $2.45		$	3.91

Employee Stock Purchase Plan

12 Months Ended

Dec. 31, 2022

Employee Stock Purchase Plan

Employee Stock Purchase Plan

(12) Employee Stock Purchase Plan

In 2021, the Company adopted an Employee Stock Purchase Plan (the “ESPP”) to provide eligible employees of the Company with opportunities to purchase shares of the Company’s common stock. The ESPP initially provided for the purchase of an aggregate of up to 150,000 shares of common stock. The number of shares of common stock available through the ESPP increased by 90,000 shares in January 2022 and 90,000 shares in January 2023, and may be increased each subsequent year by up to 90,000 shares.

Commitments and Contingencies (Tables)

12 Months Ended

Dec. 31, 2022

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

STATEMENTS OF STOCKHOLDERS' EQUITY (DEFICIT) - USD ($)	Common Stock	Additional Paid-in Capital	Subscription Receivable	Accumulated Deficit	Total
Balance, beginning of period at Dec. 31, 2020	$ 464	$ 65,949	$ (12,763)	$ (3,461,882)	$ (3,408,232)
Balance, beginning of period (in shares) at Dec. 31, 2020	4,636,216
Increase (Decrease) in Stockholders' Equity [Roll Forward]
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
Exercise of stock options (in shares)					259,000
Share based compensation expense		185,996			$ 185,996
Net loss				(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
Increase (Decrease) in Stockholders' Equity [Roll Forward]
Exercise of stock options	$ 7	5,982			$ 5,989
Exercise of stock options (in shares)	72,660				72,660
Share based compensation expense		395,329			$ 395,329
Net loss				(17,564,968)	(17,564,968)
Balance, end of period at Dec. 31, 2022	$ 1,298	$ 31,109,647		$ (27,870,249)	$ 3,240,696
Balance, end of period (in shares) at Dec. 31, 2022	12,977,234

Share-Based Compensation - Stock-based Compensation Expense (Details) - USD ($)	12 Months Ended
	Dec. 31, 2022	Dec. 31, 2021
Share-based Payment Arrangement, Expensed and Capitalized, Amount [Line Items]
Share-based compensation expense	$ 395,329	$ 185,996
Remaining unrecognized stock-based compensation expense	$ 2,622,303
Period for recognition of stock-based compensation expense	2 years 3 months 18 days
Restricted Stock
Share-based Payment Arrangement, Expensed and Capitalized, Amount [Line Items]
Share-based compensation expense		$ 1,397

Commitments and Contingencies (Details)	1 Months Ended	12 Months Ended
Commitments and Contingencies (Details)	Mar. 31, 2021 USD ($) ft²	Dec. 31, 2022 USD ($) ft²	Mar. 31, 2023 USD ($) $ / ft²
Lessee Disclosure [Abstract]
Real estate (in sq ft) \| ft²	2,484
Rent payments (per month)	$ 6,521	$ 3,105
Additional sublease payment per month		$ 650
Subsequent Events
Lessee Disclosure [Abstract]
Operating lease asset			$ 900,000
Operating lease liability			$ 900,000
Rental expenses year one \| $ / ft²			92.50
Rental expenses year two \| $ / ft²			95.28
Rental expenses year three \| $ / ft²			98.14
Massachusetts Biomedical Initiatives, Inc. ("MBI")
Lessee Disclosure [Abstract]
Real estate (in sq ft) \| ft²		4,837
Total additional sublease payment per month	$ 10,276

Nature of Business and Liquidity (Details) - USD ($)		12 Months Ended
Nature of Business and Liquidity (Details) - USD ($)	Jul. 13, 2021	Dec. 31, 2022	Dec. 31, 2021	Apr. 30, 2021
Subsidiary, Sale of Stock [Line Items]
Net proceeds			$ 26,335,100
Warrants to purchase number of shares (in shares)	199,241
Net cash used in operating activities		$ 15,762,512	5,266,885
Net loss		17,564,968	6,843,399
Accumulated deficit		27,870,249	10,305,281
Cash		4,968,418	$ 20,825,860
Net proceeds from sale of common stock		1,300,000
Expected Award amount		$ 870,000		$ 2,392,845
IPO [Member]
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
Redemption premium (as a percent)	125.00%
Shares converted (in shares)	1,068,135
Net proceeds from sale of common stock	$ 28,750,000

Fair Value Measurements (Tables)

12 Months Ended

Dec. 31, 2022

Fair Value Measurements

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


Balance, December 31, 2021	$	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		—
No changes during year ended December 31, 2022		—
Balance, December 31, 2022	$	—

Share-Based Compensation - Grant-date Fair Value of Options Granted (Details) - $ / shares	1 Months Ended				12 Months Ended
	Oct. 31, 2022	Jun. 30, 2022	Mar. 31, 2022	Feb. 28, 2022	Dec. 31, 2022	Dec. 31, 2021
Share-based Compensation Arrangement by Share-based Payment Award, Fair Value Assumptions and Methodology [Abstract]
Weighted average grant date fair value of the options granted	$ 0.94	$ 0.95	$ 1.61	$ 1.81	$ 0.44
Options
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					93.20%	97.20%
Fair value per share of underlying stock						$ 3.91
Options \| Minimum
Share-based Compensation Arrangement by Share-based Payment Award, Fair Value Assumptions and Methodology [Abstract]
Risk-free interest rate					1.38%
Expected term (in years)					3 years 6 months
Fair value per share of underlying stock					$ 0.51
Options \| Maximum
Share-based Compensation Arrangement by Share-based Payment Award, Fair Value Assumptions and Methodology [Abstract]
Risk-free interest rate					4.12%
Expected term (in years)					10 years
Fair value per share of underlying stock					$ 2.45

Income Taxes - Deferred tax assets (Details) - USD ($)	Dec. 31, 2022	Dec. 31, 2021
Deferred tax assets
Net operating loss carryforwards	$ 3,434,543	$ 1,353,293
Capitalized research and development	3,166,280	666,145
Capitalized patent and other costs	5,219	4,829
Stock-based compensation	69,592	35,123
Accrued expenses	24,521	16,798
Fixed assets	1,889
Research and development tax credit carryforwards	454,616
Subtotal deferred tax assets before valuation allowance	7,156,660	2,076,188
Less valuation allowance	$ (7,156,660)	(2,019,835)
Deferred tax assets		56,353
Deferred tax liability
Fixed assets		$ (56,353)

Stockholders Equity (Details)			12 Months Ended
Stockholders Equity (Details)	Feb. 16, 2023 USD ($) $ / shares shares	Jul. 13, 2021 USD ($) $ / shares shares	Dec. 31, 2022 USD ($) $ / shares shares	Dec. 31, 2021 USD ($) $ / shares shares	Dec. 31, 2018 item shares	Apr. 27, 2021 $ / shares shares
Stockholders' Equity
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
Accumulated restricted common stock issued			12,977,234	12,904,574
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%
Preferred stock, shares issued			0	0
Accumulated restricted common stock outstanding			12,977,234	12,904,574
Gross proceeds from issuance common stock \| $			$ 1,300,000
Sale of common stock at a purchase price \| $ / shares		$ 0.65875
Common Stock, Number of Shares, Par Value and Other Disclosures [Abstract]
Cash dividends were declared or paid \| $			$ 0	$ 0
Common stock voting rights per share \| $ / shares			1
Subsequent Events
Stockholders' Equity
Gross proceeds from issuance common stock \| $	$ 1,300,000
Aggregate of direct offering	2,846,300
Sale of common stock at a purchase price \| $ / shares	$ 0.527
IPO
Stockholders' Equity
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 common stock \| $		$ 28,750,000
Underwriting commissions \| $		2,415,000
Proceeds from Issuance of Warrants \| $		100
Other offering expenses \| $		$ 934,427
Common Stock
Stockholders' Equity
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
Preferred Stock
Stockholders' Equity
Maximum number of shares which the Company is authorized to issue						10,000,000

Commitments and Contingencies - License Agreement (Details) - USD ($)							1 Months Ended					12 Months Ended
	Sep. 28, 2022	Jul. 29, 2022	May 22, 2022	Apr. 15, 2022	Nov. 15, 2021	Feb. 15, 2021	Jul. 31, 2022	Jul. 31, 2021	Nov. 30, 2020	Oct. 31, 2020	Nov. 30, 2018	Dec. 31, 2022	Dec. 31, 2021
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
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
Terms of option agreement with Licensor						6 months
Cost of option agreement				$ 7,500		$ 5,000
Terms of extended option agreement with Licensor				6 months		6 months
Cost of extended option agreement	$ 10,000		$ 5,000	$ 5,000	$ 0	$ 5,000
Computer-based phishing attack involving, amount								$ 526,435
Computer-based phishing attack involving recovery, amount							$ 45,682
Computer-based phishing attack involving recovery period							5 days
Computer based phishing attack, held by receiving bank pending resolution.							$ 480,753
Accrued license obligations												57,820	$ 20,487
University of Texas M. D. Anderson Cancer Center \| collaboration agreement
Loss Contingencies [Line Items]
Strategic Collaboration Agreement Term		5 years
Amount the company has committed to pay		$ 10,000,000
Amount the company has committed to pay in year one		500,000
Subsequent payments made in first anniversary		2,000,000
Subsequent payments made in second anniversary		2,500,000
Subsequent payments made in third anniversary		2,500,000
Subsequent payments made in fourth anniversary		$ 2,500,000
Total expenses incurred under the arrangement												0	$ 0
Maximum \| Employee Severance
Loss Contingencies [Line Items]
Aggregate amount of severance												$ 2,483,700