0001104659-23-060810 | 10-Q | XBRL Viewer | Transcode Therapeutics INC

Net Loss Per Share (Tables)

3 Months Ended

Mar. 31, 2023

Schedule of computation of basic and diluted loss per share


	Three months ended
	March 31,
	2023		2022
Basic and diluted net loss per share
Net loss	$	(4,816,934)	$	(3,470,070)
Weighted-average common shares outstanding		14,400,384		12,977,234
Net loss per share	$	(0.33)	$	(0.27)

Schedule of computation of diluted earnings (loss) per weighted-average share outstanding


	Three months ended March 31,
	2023	2022
Shares issuable on exercise of:
Vested options	1,703,193	1,489,065
Warrants	516,287	312,500

STATEMENTS OF STOCKHOLDERS' EQUITY (DEFICIT) - USD ($)	Common Stock	Additional Paid-In Capital	Accumulated Deficit	Total
Balance, beginning of period at Dec. 31, 2021	$ 1,291	$ 30,708,336	$ (10,305,281)	$ 20,404,346
Balance, beginning of period (in shares) at Dec. 31, 2021	12,904,574
Increase (Decrease) in Stockholders' Equity (Deficit)
Net loss			(3,470,070)	(3,470,070)
Exercise of stock options	$ 7	5,982		5,989
Exercise of stock options (in shares)	72,660
Share based compensation		60,573		60,573
Balance, end of period at Mar. 31, 2022	$ 1,298	30,774,891	(13,775,351)	17,000,838
Balance, end of period (in shares) at Mar. 31, 2022	12,977,234
Balance, beginning of period at Dec. 31, 2021	$ 1,291	30,708,336	(10,305,281)	$ 20,404,346
Balance, beginning of period (in shares) at Dec. 31, 2021	12,904,574
Increase (Decrease) in Stockholders' Equity (Deficit)
Exercise of stock options (in shares)				72,660
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
Increase (Decrease) in Stockholders' Equity (Deficit)
Net loss			(4,816,934)	(4,816,934)
Issuances of common stock, net	$ 284	1,180,402		1,180,686
Issuances of common stock, net (in shares)	2,846,300
Share based compensation		158,760		158,760
Balance, end of period at Mar. 31, 2023	$ 1,582	$ 32,448,809	$ (32,687,183)	$ (236,792)
Balance, end of period (in shares) at Mar. 31, 2023	15,823,534

- Definition

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

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- Definition

Total of all stockholders' equity (deficit) items, net of receivables from officers, directors, owners, and affiliates of the entity which are attributable to the parent. The amount of the economic entity's stockholders' equity attributable to the parent excludes the amount of stockholders' equity which is allocable to that ownership interest in subsidiary equity which is not attributable to the parent (noncontrolling interest, minority interest). This excludes temporary equity and is sometimes called permanent equity.

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+ Details

Share-Based Compensation - Additional Information (Details) - $ / shares	1 Months Ended						3 Months Ended		12 Months Ended
	Dec. 31, 2022	Oct. 31, 2022	Jun. 30, 2022	Feb. 28, 2022	Jan. 31, 2022	Dec. 31, 2021	Mar. 31, 2023	Mar. 31, 2022	Dec. 31, 2022	Dec. 31, 2020	Apr. 30, 2020
Share-Based Compensation
Exercise of stock options (in shares)	652,000	242,500				78,979			72,660
Exercise price per share	$ 0.51	$ 1.07							$ 0.51
Options awarded during period									1,376,000
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
Options vested							1,703,193	1,489,065
Stock Option and Incentive Plan 2020
Share-Based Compensation
Shares approved for issuance of options											3,032,787
Terms of award							10
Options vested							1,527,563
Stock Option and Incentive Plan 2020 \| Minimum
Share-Based Compensation
Vesting period							2 years
Stock Option and Incentive Plan 2020 \| Maximum [Member]
Share-Based Compensation
Vesting period							4 years
Stock Option and Incentive Plan 2021
Share-Based Compensation
Shares approved for issuance of options							2,500,000
Exercise of stock options (in shares)			28,500
Exercise price per share			$ 1.24	$ 2.45				$ 2.12
Options available for future grants							1,278,997
Options vested							175,630
Options \| Stock Option and Incentive Plan 2020
Share-Based Compensation
Shares approved for issuance of options										1,756,279
Options available for future grants							1,703,193
Options \| Stock Option and Incentive Plan 2021
Share-Based Compensation
Shares approved for issuance of options						36,393
Exercise of stock options (in shares)				259,000				194,000
Number of shares terminated					72,660

Summary of Significant Accounting Policies (Policies)

3 Months Ended

Mar. 31, 2023

Summary of Significant Accounting Policies

Basis of Presentation

(a)	Basis of Presentation

These financial statements have been prepared in conformity with accounting principles generally accepted in the United States of America (“U.S. GAAP”) and the rules and regulations of the U.S. Securities and Exchange Commission (“SEC”). Any reference in these notes to applicable guidance is meant to refer to U.S. GAAP as found in the Accounting Standards Codification (“ASC”) and Accounting Standards Update (“ASU”) of the Financial Accounting Standards Board (“FASB”). In the opinion of management, these statements include all adjustments, consisting only of normal, recurring adjustments, necessary for a fair presentation of the financial position of TransCode Therapeutics, Inc. at March 31, 2023, and its results of operations and cash flows for the three months ended March 31, 2023 and 2022. The interim results of operations are not necessarily indicative of the results to be expected for a full year. These interim financial statements should be read in conjunction with the audited financial statements for the year ended December 31, 2022, and notes thereto contained in the Company’s Annual Report on Form 10-K, filed with the SEC. Certain information and note disclosures normally included in financial statements prepared in accordance with U.S. GAAP have been omitted pursuant to such rules and regulations relating to interim financial statements.

Use of Estimates

(b)	Use of Estimates

The preparation of financial statements in conformity with U.S. GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities, including disclosure of contingent assets and liabilities, at the date of the financial statements, and the reported amounts of revenues and expenses during the reporting period. Significant items subject to such estimates and assumptions include but are not limited to the valuation of share-based compensation, income from grants, and accrued research and development costs. 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 and Diluted Net Loss per Share

(c)	Basic and Diluted Net Loss per Share

Basic net loss per share is determined by dividing 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.

Cash

(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 in U.S. banks 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.

Fair Value of Financial Instruments

(e)	Fair Value of Financial Instruments

The Company’s financial instruments at March 31, 2023, and December 31, 2022, 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.

Research and Development

(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.

Grant Income

(g)	Grant Income

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

Share-Based Compensation

(h)	Share-Based Compensation

Share based compensation, if any, for employees and non-employees is measured at the grant date based on the fair value of the award. The Company recognizes compensation expense, if any, for awards to employees and directors over the requisite service period, which is generally the vesting period of the respective award, and for awards to 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 are 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.

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

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

Income Taxes

(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.

Emerging Growth Company Status

(k)	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 a public offering or such earlier time that it is no longer an EGC.

Recent Accounting Pronouncements

(l)	Recent Accounting Pronouncements

In August 2020, the FASB issued ASU 2020-06, Debt – Debt with Conversion and Other Options (Subtopic 470-20) and Derivatives and Hedging – Contracts in Entity’s Own Equity (Subtopic 815 – 40) (“ASU 2020-06”). ASU 2020-06 simplifies the accounting for certain financial instruments with characteristics of liabilities and equity, including convertible instruments and contracts on an entity’s own equity. The ASU is part of the FASB’s simplification initiative, which aims to reduce unnecessary complexity in U.S. GAAP. The ASU’s amendments are effective for fiscal years beginning after December 15, 2021, and interim

periods within those fiscal years. The Company's adoption of ASU 2020-06 on January 1, 2023, did not have a material impact on the Company's financial statements.

Collaboration Agreements

(m)Collaboration Agreements

When the Company enters into a collaboration agreement, it evaluates the arrangement against the requirements of Accounting Standards Codification (ASC) 808 Collaborative Arrangements (“ASC 808”) as well as Accounting Standards Update 2018-18 which clarifies the interaction between Topic 808 and Topic 606 (ASU 2018-18). ASU 2018-18 indicates that collaborative arrangements could be partially in the scope of other guidance, including ASC 606.

Leases

(n)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.

Summary of Significant Accounting Policies (Tables)

3 Months Ended

Mar. 31, 2023

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

Nature of Business and Liquidity - Additional Information (Details) - USD ($)	3 Months Ended
	Mar. 31, 2023	Mar. 31, 2022	Dec. 31, 2022
Nature of Business and Liquidity
Net cash used in operating activities	$ 4,513,551	$ 3,948,566
Net loss	(4,816,934)	$ (3,470,070)
Accumulated deficit	(32,687,183)		$ (27,870,249)
Cash	1,622,657		$ 4,968,418
Amount expects to receive under year two	$ 870,000

- Definition

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

+ References

+ Details

- Definition

The cumulative amount of the reporting entity's undistributed earnings or deficit.

+ References + Details

Accounts Payable and Accrued Expenses (Details) - USD ($)	Mar. 31, 2023	Dec. 31, 2022
Accounts Payable and Accrued Expenses
Professional and general consulting fees	$ 1,209,229	$ 758,816
R&D-related - CMOs, CROs, supplies, equipment and consulting	3,194,584	2,397,038
General expenses	189,213	124,676
Insurance premiums	211,564	844,283
Payroll and benefits	212,452	164,657
Accrued license payments	42,028	57,820
Total accounts payable and accrued expenses	5,059,070	4,347,290
Outstanding payables to CROs or CMOs	$ 2,670,069	$ 2,030,347

Property and Equipment (Details) - USD ($)	3 Months Ended
Property and Equipment (Details) - USD ($)	Mar. 31, 2023	Mar. 31, 2022	Dec. 31, 2022
Property and Equipment
Laboratory and computer equipment	$ 361,337		$ 348,441
Less accumulated depreciation	(169,500)		(139,860)
Total property and equipment, net	191,837		$ 208,581
Depreciation expense	$ 29,640	$ 21,601

Accounts Payable and Accrued Expenses (Tables)

3 Months Ended

Mar. 31, 2023

Accounts Payable and Accrued Expenses

Schedule of accounts payable and accrued expenses


	March 31,		December 31,
	2023		2022
Professional and general consulting fees	$	1,209,229	$	758,816
R&D-related – CMOs, CROs, supplies, equipment and consulting		3,194,584		2,397,038
General expenses		189,213		124,676
Insurance premiums		211,564		844,283
Payroll and benefits		212,452		164,657
Accrued license payments		42,028		57,820
	$	5,059,070	$	4,347,290

Share-Based Compensation - Grant-date Fair Value of Options Granted (Details) - $ / shares	1 Months Ended					12 Months Ended
	Dec. 31, 2022	Oct. 31, 2022	Jun. 30, 2022	Mar. 31, 2022	Feb. 28, 2022	Dec. 31, 2022
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	$ 0.44	$ 0.94
Options
Share-based Compensation Arrangement by Share-based Payment Award, Fair Value Assumptions and Methodology [Abstract]
Expected volatility						93.20%
Weighted average grant date fair value of the options granted			$ 0.95	$ 1.61	$ 1.81
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					$ 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					$ 2.45

Nature of Business and Liquidity - IPO (Details) - USD ($) $ / shares in Units, $ in Thousands	Jul. 13, 2021	Mar. 31, 2023	Feb. 28, 2023
Nature of Business and Liquidity
Warrants to purchase number of shares (in shares)		312,500	199,241
Exercise price		$ 5.00
IPO
Nature of Business and Liquidity
Gross proceeds	$ 28,750
Shares issued (in shares)	7,187,500
Price per share (in dollars per share)	$ 4.00
Net proceeds	$ 25,400
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

Warrants (Details) - $ / shares	Aug. 22, 2023	Mar. 31, 2023	Feb. 28, 2023
Warrants
Number of warrants purchased		312,500	199,241
Exercise price		$ 5.00
Underwriter Initial public offering price (in percentage)		125.00%
Underwriter warrants term		5 years	5 years
Sale of stock exercise price			$ 0.65875
Consulting Agreement
Warrants
Number of warrants purchased		250,000
Sale of stock exercise price		$ 0.50
Reduce number of warrants	125,000

Commitments and Contingencies - Schedule of operating lease (Details) - USD ($)	3 Months Ended
	Mar. 31, 2023	Mar. 31, 2022
Commitments and Contingencies
Weighted average remaining lease term (years)	1 year 9 months 29 days
Weighted average discount rate	3.60%
2023	$ 298,281
2024	459,749
2025	38,291
Total undiscounted lease payments	796,321
Imputed interest	(28,089)
Lease liability	768,232
Rent expense	$ 126,944	$ 40,429

Net Loss Per Share

3 Months Ended

Mar. 31, 2023

Net Loss Per Share

Net Loss Per Share

(13) Net Loss Per Share

The Company reported net losses for the three months ended March 31, 2023 and 2022. 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:


	Three months ended
	March 31,
	2023		2022
Basic and diluted net loss per share
Net loss	$	(4,816,934)	$	(3,470,070)
Weighted-average common shares outstanding		14,400,384		12,977,234
Net loss per share	$	(0.33)	$	(0.27)

Shares issuable upon the exercise of stock options and warrants that would have been included in the computation of diluted loss per weighted-average share outstanding are assumed as follows:


	Three months ended March 31,
	2023	2022
Shares issuable on exercise of:
Vested options	1,703,193	1,489,065
Warrants	516,287	312,500

BALANCE SHEETS - USD ($)	Mar. 31, 2023	Dec. 31, 2022
Current assets:
Cash	$ 1,622,657	$ 4,968,418
Grant receivable		360,229
Prepaid expenses and other current assets	2,723,966	2,050,758
Total current assets	4,346,623	7,379,405
Property and equipment, net of depreciation	191,837	208,581
Right-of-use asset	804,397
Security deposit	111,856
Deferred offering costs	135,797
Total assets	5,590,510	7,587,986
Current liabilities:
Accounts payable and accrued expenses	5,059,070	4,347,290
Current portion of lease liability	390,419
Total current liabilities	5,449,489	4,347,290
Long-term portion of lease liability	377,813
Total liabilities	5,827,302	4,347,290
Stockholders' equity (deficit):
Preferred stock - $0.0001 par value; 10,000,000 shares authorized at March 31, 2023, and December 31, 2022; - 0- shares issued and outstanding at March 31, 2023, and December 31, 2022
Common stock - $0.0001 par value, 290,000,000 shares authorized at March 31, 2023, and December 31, 2022; 15,823,534 and 12,977,234 shares issued and outstanding at March 31, 2023, and December 31, 2022, respectively	1,582	1,298
Additional paid-in capital	32,448,809	31,109,647
Accumulated deficit	(32,687,183)	(27,870,249)
Total stockholders' equity (deficit)	(236,792)	3,240,696
Total liabilities and stockholders' equity (deficit)	$ 5,590,510	$ 7,587,986

Share-Based Compensation (Table)

3 Months Ended

Mar. 31, 2023

Share-Based Compensation

Summary of options to purchase common stock


		Weighted
		average		Weighted
		exercise		average
	Number of	price		contractual
	shares	per share		term (years)
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 31, 2022	3,017,033		0.74	5.3
Granted	—		—	—
Exercised	—		—	—
Forfeited	—		—	—
Outstanding at March 31, 2023	3,017,033	$	0.74	5.1

Summary of assumptions to determine the grant-date fair value of options granted


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

STATEMENTS OF CASH FLOWS - USD ($)	3 Months Ended
STATEMENTS OF CASH FLOWS - USD ($)	Mar. 31, 2023	Mar. 31, 2022
Cash flows from operating activities:
Net loss	$ (4,816,934)	$ (3,470,070)
Adjustments to reconcile net loss to net cash used in operating activities
Depreciation	29,640	21,601
Amortization of right-of-use asset	70,559
Share-based compensation expense	158,760	60,573
Changes in assets and liabilities:
Prepaid expenses and other current assets	(673,207)	124,248
Accounts payable and accrued expenses	575,982	(677,928)
Deferred grant income		(6,990)
Grants receivable	360,229
Security deposit	(111,856)
Change in operating lease liability	(106,724)
Net cash used in operating activities	(4,513,551)	(3,948,566)
Cash flows from investing activities:
Purchase of equipment	(12,896)	(30,657)
Net cash used in investing activities	(12,896)	(30,657)
Cash flows from financing activities:
Net proceeds from sales of common stock	1,180,686
Proceeds from exercise of stock options		5,989
Net cash provided by financing activities	1,180,686	5,989
Net change in cash	(3,345,761)	(3,973,234)
Cash, beginning of period	4,968,418	20,825,860
Cash, end of period	1,622,657	16,852,626
Supplemental disclosure of cash flow
Interest	8,298	$ 4,425
Deferred offering costs included in accounts payable and accrued expenses	135,797
Right-of-use assets obtained in exchange for operating lease liabilities	$ 874,957

Prepaid Expenses and Other Current Assets

3 Months Ended

Mar. 31, 2023

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:


	March 31,		December 31,
	2023		2022
Prepaid operating expenses	$	135,287	$	122,428
Contract manufacturers and research organizations		1,508,284		241,111
Insurance premiums		648,493		1,255,317
Prepaid FICA		422,492		422,492
Deposits		9,410		9,410
	$	2,723,966	$	2,050,758

Commitments and Contingencies - License Agreement (Details) - USD ($)					1 Months Ended			3 Months Ended
	Sep. 28, 2022	Apr. 15, 2022	Nov. 08, 2021	Feb. 15, 2021	Nov. 30, 2020	Oct. 31, 2020	Nov. 30, 2018	Mar. 31, 2023	Dec. 31, 2022
Commitments and Contingencies
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
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
Royalties calculated as a percentage to on net sales of licensed products for therapeutic products or processes								3.00%
Royalties calculated as a percentage to on net sales of licensed products for clinical diagnostic products and processes								6.00%
Royalties calculated as a percentage of any and all sublicense income								30.00%
Notice period for terminating License								90 days
Period after the first commercial sale that the License shall continue if not terminated by the company								10 years
Royalty percentage beyond the term of the License								1.50%
Minimum annual license fee for Patent Family 1					$ 30,000	$ 25,000
Minimum annual license fee related to Patent Family 2								$ 10,000
Cost of option agreement		$ 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	$ 5,000
Accrued license obligations								$ 34,008	$ 57,820

Document and Entity Information - shares	3 Months Ended
Document and Entity Information - shares	Mar. 31, 2023	May 11, 2023
Document and Entity Information
Document Type	10-Q
Document Quarterly Report	true
Document Period End Date	Mar. 31, 2023
Document Transition Report	false
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, Address Line One	6 Liberty Square, #2382
Entity Address, City or Town	Boston
Entity Address State Or Province	MA
Entity Address, Postal Zip Code	02109
City Area Code	857
Local Phone Number	837-3099
Title of 12(b) Security	Common Stock, $0.0001 par value per share
Trading Symbol	RNAZ
Security Exchange Name	NASDAQ
Entity Current Reporting Status	Yes
Entity Interactive Data Current	Yes
Entity Filer Category	Non-accelerated Filer
Entity Small Business	true
Entity Emerging Growth Company	true
Entity Ex Transition Period	false
Entity Shell Company	false
Entity Common Stock, Shares Outstanding		16,998,534
Entity Central Index Key	0001829635
Current Fiscal Year End Date	--12-31
Document Fiscal Year Focus	2023
Document Fiscal Period Focus	Q1
Amendment Flag	false

Employee Stock Purchase Plan (Details) - shares	12 Months Ended
Employee Stock Purchase Plan (Details) - shares	Dec. 31, 2021	Jan. 31, 2023
Employee Stock Purchase Plan
Shares Issued on ESPP	150,000
Shares available in ESPP	90,000	90,000

Warrants

3 Months Ended

Mar. 31, 2023

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 warrants were outstanding at March 31, 2023, and December 31, 2022. The Company accounts for these warrants as a component of stockholders’ equity.

In connection with the Company’s February 2023 registered direct offering (RDO) of shares of its common stock, the Company issued the placement agent warrants to purchase up to 199,241 shares of common stock (the “Placement Agent Warrants”). The Placement Agent Warrants become exercisable commencing August 17, 2023, expire February 16, 2028, and have an exercise price per share of $0.65875 per share.

In connection with an agreement the Company entered into with a consultant, the Company issued warrants to purchase up to 250,000 shares of common stock at $0.50 per share which were outstanding at March 31, 2023. These warrants are exercisable any time after August 23, 2023, until February 23, 2028, subject to the Company’s right in its sole discretion exercisable not later than August 22, 2023, to reduce the number of warrants to 125,000.

Share-Based Compensation

3 Months Ended

Mar. 31, 2023

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 78,979 shares terminated in December 2021 and options for 72,660 shares were exercised in January 2022. 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 March 31, 2023.

At March 31, 2023, there were 1,703,193 options outstanding that were vested and exercisable. Of the options vested at that date, 1,527,563 had been awarded under the 2020 Plan and 175,630 had been awarded under the 2021 Plan. 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, 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 31, 2022	3,017,033		0.74	5.3
Granted	—		—	—
Exercised	—		—	—
Forfeited	—		—	—
Outstanding at March 31, 2023	3,017,033	$	0.74	5.1

The intrinsic value of the outstanding options as of March 31, 2023, was $0.

Option valuation

No options were granted in the three months ended March 31, 2023. The assumptions that the Company used to determine the grant-date fair value of options granted in the year ended December 31, 2022, were as follows:


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

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 $158,760 and $60,573 during the three months ended March 31, 2023 and 2022, respectively. Share-based compensation in both periods was entirely related to stock options. The remaining share-based compensation expense to be recognized in the future is $2,057,471 over approximately 2.0 years.

BALANCE SHEETS (Parenthetical) - $ / shares	Mar. 31, 2023	Dec. 31, 2022
BALANCE SHEETS
Preferred stock, par value (in dollars per share)	$ 0.0001	$ 0.0001
Preferred stock, shares authorized (in shares)	10,000,000	10,000,000
Preferred stock, shares issued (in shares)	0	0
Preferred stock, shares outstanding (in shares)	0	0
Common stock, par value (in dollars per share)	$ 0.0001	$ 0.0001
Common stock, shares authorized (in shares)	290,000,000	290,000,000
Common stock, shares issued (in shares)	15,823,534	12,977,234
Common stock, share outstanding (in shares)	15,823,534	12,977,234

Accounts Payable and Accrued Expenses

3 Months Ended

Mar. 31, 2023

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:


	March 31,		December 31,
	2023		2022
Professional and general consulting fees	$	1,209,229	$	758,816
R&D-related – CMOs, CROs, supplies, equipment and consulting		3,194,584		2,397,038
General expenses		189,213		124,676
Insurance premiums		211,564		844,283
Payroll and benefits		212,452		164,657
Accrued license payments		42,028		57,820
	$	5,059,070	$	4,347,290

At March 31, 2023, and December 31, 2022, the Company’s outstanding payables to CROs or CMOs included above were $2,670,069 and $2,030,347, respectively.

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

Stockholders' Equity

3 Months Ended

Mar. 31, 2023

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 March 31, 2023, and December 31, 2022, the Company had 15,823,534 and 12,977,234 shares of common stock issued and outstanding, respectively. The preferred stock is undesignated; no shares of preferred stock have been 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 in a registered direct offering at a purchase price of $0.527 per share (the “February RDO”). Net proceeds from the February RDO, after deducting fees payable to the placement agent and other offering expenses, were approximately $1.2 million. In connection with the February RDO, we also issued 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 per share of $0.65875. See Note 10.

(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 three months ended March 31, 2023 and 2022, 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

Reference 1: http://www.xbrl.org/2003/role/disclosureRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 505
-SubTopic 10
-Section 50
-Paragraph 13
-Subparagraph (b)
-URI http://asc.fasb.org/extlink&oid=123467817&loc=SL123496158-112644

Reference 2: http://www.xbrl.org/2003/role/disclosureRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 505
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-URI http://asc.fasb.org/extlink&oid=123467817&loc=SL123496158-112644

Reference 3: http://www.xbrl.org/2003/role/disclosureRef
-Publisher FASB
-Name Accounting Standards Codification
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-URI http://asc.fasb.org/extlink&oid=123467817&loc=SL123496171-112644

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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-Section S99
-Paragraph 1
-Subparagraph (SX 210.3-04)
-URI http://asc.fasb.org/extlink&oid=120397183&loc=d3e187085-122770

Reference 6: http://www.xbrl.org/2003/role/disclosureRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 505
-SubTopic 10
-Section 50
-Paragraph 18
-Subparagraph (d)
-URI http://asc.fasb.org/extlink&oid=123467817&loc=SL123496189-112644

Reference 7: http://www.xbrl.org/2003/role/disclosureRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 505
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-URI http://asc.fasb.org/extlink&oid=123467817&loc=SL123496158-112644

Reference 8: http://fasb.org/us-gaap/role/ref/legacyRef
-Publisher FASB
-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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-URI http://asc.fasb.org/extlink&oid=123467817&loc=SL123496189-112644

Reference 10: http://www.xbrl.org/2003/role/disclosureRef
-Publisher FASB
-Name Accounting Standards Codification
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Reference 11: http://www.xbrl.org/2003/role/disclosureRef
-Publisher FASB
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Reference 12: http://www.xbrl.org/2003/role/disclosureRef
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Reference 13: http://www.xbrl.org/2003/role/disclosureRef
-Publisher FASB
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Reference 14: http://www.xbrl.org/2003/role/disclosureRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 505
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Reference 15: http://www.xbrl.org/2003/role/disclosureRef
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-Name Accounting Standards Codification
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+ Details

Share-Based Compensation - Information About Options to Purchase Common Stock (Details) - USD ($)	1 Months Ended			3 Months Ended	12 Months Ended
	Dec. 31, 2022	Oct. 31, 2022	Dec. 31, 2021	Mar. 31, 2023	Dec. 31, 2022	Dec. 31, 2021
Number of shares
Outstanding, beginning balance				3,017,033	1,713,693
Granted					1,376,000
Exercised	652,000	242,500	78,979		72,660
Outstanding, ending balance	3,017,033		1,713,693	3,017,033	3,017,033	1,713,693
Weighted average exercise price per share
Outstanding, beginning balance				$ 0.74	$ 0.33
Granted					1.22
Exercised					0.08
Outstanding, ending balance	$ 0.74		$ 0.33	$ 0.74	$ 0.74	$ 0.33
Weighted average contractual term (years)
Weighted average contractual term (years)				5 years 1 month 6 days	5 years 3 months 18 days	5 years 2 months 12 days
Granted					6 years 4 months 24 days
Intrinsic value of the outstanding options				$ 0

Income Taxes (Details) - USD ($)	3 Months Ended		12 Months Ended
Income Taxes (Details) - USD ($)	Mar. 31, 2023	Mar. 31, 2022	Dec. 31, 2022
Income Taxes
Income tax benefit (expense)	$ 0	$ 0
Accrued interest or penalties related to uncertain tax positions	0		$ 0
Interest or penalties related to uncertain tax positions recognized in the Company's statements of operations	$ 0		$ 0

- Definition

Amount of current income tax expense (benefit) and deferred income tax expense (benefit) pertaining to continuing operations.

+ References + Details

Commitments and Contingencies (Details)		1 Months Ended	3 Months Ended
Commitments and Contingencies (Details)	Feb. 01, 2023 USD ($)	Mar. 31, 2021 USD ($) ft²	Mar. 31, 2023 USD ($) $ / ft²	Dec. 31, 2022 USD ($) ft²
Leases
Rental expenses year one \| $ / ft²			37,285
Rental expenses year two \| $ / ft²			38,403
Rental expenses year three \| $ / ft²			39,559
Lease commitment			$ 796,321
Massachusetts Biomedical Initiatives, Inc. ("MBI")
Leases
Real estate (in sq ft) \| ft²		2,484		4,837
Rent payments (per month)		$ 6,521
Additional sublease payment per month			650
Total additional sublease payment per month			$ 10,276
Total sublease commitment				$ 900,000
Operating lease liability	$ 900,000
Massachusetts Biomedical Initiatives, Inc. ("MBI") \| Operating Expense
Leases
Rent payments (per month)		$ 3,105

Nature of Business and Liquidity

3 Months Ended

Mar. 31, 2023

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, consultants and vendors. 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 three months ended March 31, 2023, net cash used in operating activities was approximately $4.5 million and the Company’s net loss was approximately $4.8 million. As of March 31, 2023, the Company had an accumulated deficit of approximately $32.7 million and approximately $1.6 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 along with the approximately $870 thousand it received in April 2023 pertaining to year-three of the Company’s SBIR Award (see Note 7) are sufficient to fund operations and capital requirements into the second quarter of 2023, but not sufficient to fund requirements for a full 12 months from the date of these financial statements.

To support its planned 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 March 31, 2023, 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 received 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.

Stockholders' Equity (Details)		3 Months Ended
Stockholders' Equity (Details)	Feb. 16, 2023 USD ($) $ / shares shares	Mar. 31, 2023 USD ($) Vote $ / shares shares	Mar. 31, 2022 USD ($)	Feb. 28, 2023 $ / shares shares	Dec. 31, 2022 $ / shares 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 (in dollars per share) \| $ / shares		$ 0.0001			$ 0.0001	$ 0.0001
Common stock, par value (in dollars per share) \| $ / shares		$ 0.0001			$ 0.0001	$ 0.0001
Accumulated restricted common stock issued		12,977,234			12,977,234
Accumulated restricted common stock outstanding		15,823,534			15,823,534
Preferred stock, shares issued (in shares)		0			0
Net proceeds from sales of common stock \| $		$ 1,180,686
Number of warrants purchased		312,500		199,241
Underwriter warrants term		5 years		5 years
Sale of stock exercise price \| $ / shares				$ 0.65875
Common Stock - Dividends and Voting
Cash dividends were declared or paid \| $		$ 0	$ 0
Common stock voting rights per share \| Vote		1
Securities Purchase Agreement
Stockholders' Equity
Aggregate of direct offering	2,846,300
Price per share (in dollars per share) \| $ / shares	$ 0.527
Net proceeds from sales of common stock \| $	$ 1,200,000
Common Stock
Stockholders' Equity
Maximum number of shares which the Company is authorized to issue						290,000,000
Preferred Stock
Stockholders' Equity
Maximum number of shares which the Company is authorized to issue						10,000,000

Commitments and Contingencies

3 Months Ended

Mar. 31, 2023

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. The sublease terminated as of February 2023.

Operating Lease

In December 2022, the Company signed an agreement to sublease 4,837 square feet of laboratory and office space in Newton, Massachusetts, from another biopharmaceutical company. The Company considers this sublease an operating lease with estimated right-of-use (ROU) assets and lease liabilities of approximately $0.9 million recorded upon lease commencement on February 1, 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 Company does not believe that the exercise of this option is probable so has not included it in determination of the lease amounts. The base monthly rent is $37,285 during the first 12 months of the lease, $38,403 in the second 12 months, and, if the Company exercises the option to extend the lease, $39,559 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.

The following table contains a summary of the lease costs recognized under ASC 842 and other information pertaining to the Company’s operating lease for the three months ended March 31, 2023. Prior to February 1, 2023, the Company had no operating leases with maturities greater than one year. The Company does not recognize any variable lease costs or short-term lease costs in connection with the operating lease.


	Three Months
	Ended
Operating Leases	March 31, 2023
Weighted average remaining lease term (years)	1.83
Weighted average discount rate	3.6	%


Year ending December 31,
2023	$	298,281
2024		459,749
2025		38,291
Total undiscounted lease payments		796,321
Imputed interest		(28,089)
Lease liability	$	768,232

Rent expense for the three months ended March 31, 2023 and 2022, was $126,944 and $40,429, respectively.

(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 March 31, 2023, and December 31, 2022, 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 March 31, 2023, and December 31, 2022, the Company had accrued $34,008 and $57,820, respectively, in license payments under the foregoing arrangements included in accounts payable and accrued expenses.

(c)	Collaboration Agreement

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 three months ended March 31, 2023 and 2022, were $0 in both periods. 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 March 31, 2023, and December 31, 2022, 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 March 31, 2023, and December 31, 2022.

(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.

Subsequent Events (Details)					1 Months Ended	3 Months Ended
Subsequent Events (Details)	Jun. 02, 2023 shares	May 31, 2023 shares	May 10, 2023	Apr. 12, 2023 USD ($) item $ / shares shares	Apr. 30, 2023 USD ($) shares	Mar. 31, 2023 USD ($)
Subsequent Events
Net proceeds from sales of common stock						$ 1,180,686
Board of directors
Subsequent Events
Reverse stock split ratio			0.05
Common Stock
Subsequent Events
Reverse stock split ratio			0.5
White Lion Capital LLC \| Subsequent Events
Subsequent Events
Aggregate of direct offering \| shares					1,075,000
Gross proceeds					$ 321,324
Net proceeds from sales of common stock					$ 304,324
White Lion Purchase Agreement \| White Lion Capital LLC \| Subsequent Events
Subsequent Events
Aggregate gross purchase price of newly issued shares (Commitment Amount)				$ 1,081,307
Minimum number of shares to be issued \| shares	1,500,000	1,500,000
Maximum number of shares of common stock that the Company can sell to White Lion under the White Lion Purchase Agreement \| shares				3,163,124
Percentage of exchange cap				19.99%
Exception factor for limitation of issuance number of shares of common stock, average price per share (in dollars) \| $ / shares				$ 0.39
Number of official closing prices used to calculate average price of shares \| item				5
Minimum percentage of ownership for no purchase notice				9.99%

Commitments and Contingencies (Tables)

3 Months Ended

Mar. 31, 2023

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

Schedule of lease cost


	Three Months
	Ended
Operating Leases	March 31, 2023
Weighted average remaining lease term (years)	1.83
Weighted average discount rate	3.6	%


Year ending December 31,
2023	$	298,281
2024		459,749
2025		38,291
Total undiscounted lease payments		796,321
Imputed interest		(28,089)
Lease liability	$	768,232

Net Loss Per Share - Computation of basic and diluted loss per share (Details) - USD ($)	3 Months Ended
	Mar. 31, 2023	Mar. 31, 2022
Numerator
Net loss	$ (4,816,934)	$ (3,470,070)
Denominator
Weighted-average common shares outstanding, Basic	14,400,384	12,977,234
Weighted-average common shares outstanding, diluted		12,977,234
Net loss per share, Basic	$ (0.33)	$ (0.27)
Net loss per share, diluted	$ (0.33)	$ (0.27)

- Definition

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

+ References

Reference 1: http://www.xbrl.org/2003/role/disclosureRef
-Publisher FASB
-Name Accounting Standards Codification
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Reference 2: http://www.xbrl.org/2003/role/disclosureRef
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+ Details

- Definition

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

+ References

+ Details

Commitments and Contingencies - Collaboration Agreement and Litigation (Details) - USD ($)		3 Months Ended	15 Months Ended
	Jul. 29, 2022	Mar. 31, 2023	Mar. 31, 2023
Employee Severance \| Maximum
Commitments and Contingencies
Aggregate amount of severance		$ 2,483,700
Collaboration Agreement \| The University of Texas M. D. Anderson Cancer Center ("MD Anderson")
Commitments and Contingencies
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

STATEMENTS OF OPERATIONS - USD ($)	3 Months Ended
STATEMENTS OF OPERATIONS - USD ($)	Mar. 31, 2023	Mar. 31, 2022
Operating expenses
Research and development	$ 2,591,350	$ 1,881,576
General and administrative	2,309,763	1,595,926
Total operating expenses	4,901,113	3,477,502
Operating loss	(4,901,113)	(3,477,502)
Other income (expense)
Grant income	79,409	6,990
Interest income	4,770	442
Total other income (expense)	84,179	7,432
Net loss	$ (4,816,934)	$ (3,470,070)
Weighted-average common shares outstanding, Basic	14,400,384	12,977,234
Weighted-average common shares outstanding, Diluted	14,400,384	12,977,234
Net loss per share, Basic	$ (0.33)	$ (0.27)
Net loss per share, diluted	$ (0.33)	$ (0.27)

Prepaid Expenses and Other Current Assets (Tables)

3 Months Ended

Mar. 31, 2023

Prepaid Expenses and Other Current Assets

Schedule of prepaid expenses and other current assets


	March 31,		December 31,
	2023		2022
Prepaid operating expenses	$	135,287	$	122,428
Contract manufacturers and research organizations		1,508,284		241,111
Insurance premiums		648,493		1,255,317
Prepaid FICA		422,492		422,492
Deposits		9,410		9,410
	$	2,723,966	$	2,050,758

Net Loss Per Share - Computation of diluted earnings (loss) per weighted-average share outstanding (Details) - shares	3 Months Ended
	Mar. 31, 2023	Mar. 31, 2022
Net Loss Per Share
Shares issuable on exercise of vested options	1,703,193	1,489,065
Shares issuable on exercise of warrants	516,287	312,500

Property and Equipment

3 Months Ended

Mar. 31, 2023

Property and Equipment

Property and Equipment

(5) Property and Equipment

Property and equipment, net consisted of the following:


	March 31,		December 31,
	2023		2022
Laboratory and computer equipment	$	361,337	$	348,441
Less accumulated depreciation		(169,500)		(139,860)
Total property and equipment, net	$	191,837	$	208,581

Depreciation expense for the three months ended March 31, 2023 and 2022, was $29,640 and $21,601, respectively.

Income Taxes

3 Months Ended

Mar. 31, 2023

Income Taxes

Income Taxes

(14) Income Taxes

The Company’s income tax benefit (expense) was $0 for the three months ended March 31, 2023 and 2022. The Company has recorded a full valuation allowance against its net deferred tax assets as of March 31, 2023, and December 31, 2022, because the Company has determined that is it more likely than not that these assets will not be fully realized due to historic net operating losses incurred. Accordingly, the benefit of the net operating loss that would have been recognized in the three months ended March 31, 2023 and 2022, was fully offset by changes in the valuation allowance.

As of March 31, 2023, and December 31, 2022, the Company had no accrued interest or penalties related to uncertain tax positions and no amounts have been recognized in the Company’s statements of operations.

- Definition

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

+ References

Reference 1: http://www.xbrl.org/2003/role/disclosureRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 740
-SubTopic 10
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-Paragraph 21
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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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Reference 9: http://www.xbrl.org/2003/role/disclosureRef
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-URI http://asc.fasb.org/extlink&oid=120395691&loc=d3e23780-122690

+ Details

Grant Income

3 Months Ended

Mar. 31, 2023

Grant Income

Grant Income

(7) Grant Income

In April 2021, the Company received a Fast-Track Small Business Innovation Research Award (the “SBIR Award”) from the National Cancer Institute of the National Institutes of Health (the “NIH”). The SBIR Award was for 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 drew available funds in arrears. The Company recognized grant income of $79,408 and $6,990 for the three months ended March 31, 2023 and 2022, respectively. The Company recorded grant income receivable of $0 and $360,229 at March 31, 2023, and December 31, 2022, respectively.

Prepaid Expenses and Other Current Assets (Details) - USD ($)	Mar. 31, 2023	Dec. 31, 2022
Prepaid Expenses and Other Current Assets
Prepaid operating expenses	$ 135,287	$ 122,428
Contract manufacturers and research organizations	1,508,284	241,111
Insurance premiums	648,493	1,255,317
Prepaid FICA	422,492	422,492
Deposits	9,410	9,410
Prepaid expenses and other current assets	$ 2,723,966	$ 2,050,758

Summary of Significant Accounting Policies

3 Months Ended

Mar. 31, 2023

Summary of Significant Accounting Policies

Summary of Significant Accounting Policies

(2) Summary of Significant Accounting Policies

(a)	Basis of Presentation

(b)	Use of Estimates

(c)	Basic and Diluted Net Loss per Share

(d)

Cash

(e)	Fair Value of Financial Instruments

(f)	Research and Development

Patent Costs

(g)	Grant Income

(h)	Share-Based Compensation

(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

(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.

(k)	Emerging Growth Company Status

(l)	Recent Accounting Pronouncements

periods within those fiscal years. The Company's adoption of ASU 2020-06 on January 1, 2023, did not have a material impact on the Company's financial statements.

(m)Collaboration Agreements

(n)Leases

Summary of Significant Accounting Policies - Estimated useful life of property and equipment (Details)	3 Months Ended
	Mar. 31, 2023
Laboratory equipment
Property, plant and equipment
Estimated useful life	3 years
Furniture and fixtures
Property, plant and equipment
Estimated useful life	5 years
Computer and office equipment
Property, plant and equipment
Estimated useful life	3 years

Subsequent Events

3 Months Ended

Mar. 31, 2023

Subsequent Events

Subsequent Events

(15) Subsequent Events

For its financial statements as of March 31, 2023, the Company evaluated subsequent events through May 15, 2023, the date on which those financial statements were issued.

On April 12, 2023, the Company entered into a Common Stock Purchase Agreement (the “White Lion Purchase Agreement”) with White Lion Capital, LLC (“White Lion”) pursuant to which the Company has the right, but not the obligation, from time to time in its sole discretion, to deliver to White Lion purchase notices directing White Lion to purchase up to $1,081,307 in aggregate gross purchase price of newly issued shares of the Company’s common stock (the “Commitment Amount”) until the earlier of (i) May 31, 2023, and (ii) the date that all share are sold under the White Lion Purchase Agreement (the “Commitment Period”). If the Company has not provided White Lion with purchase notices for at least 1,500,000 shares, or shares with an aggregate purchase price equal to the Commitment Amount, by May 31, 2023, then the Company has agreed to deliver to White Lion by June 2, 2023, a number of shares equal to 1,500,000 less the number of shares the Company has sold to White Lion by May 31, 2023. The aggregate number of shares of common stock that the Company can sell to White Lion under the White Lion Purchase Agreement (together with any other shares issued pursuant to the White Lion Purchase Agreement) may in no case exceed 3,163,124 shares (which is equal to 19.99% of the shares of common stock outstanding immediately prior to the execution of the White Lion Purchase Agreement) (the “Exchange Cap”) unless (i) stockholder approval is obtained to issue a number of shares greater than the Exchange Cap, in which case the Exchange Cap will no longer apply or (ii) the average price of all shares of the Company’s common stock issued to White Lion under the White Lion Purchase Agreement equals or exceeds $0.39 per share (which represents the average of the five official closing prices of the Company’s common stock on the Nasdaq Capital Market (“Nasdaq”) immediately preceding the signing of the White Lion Purchase Agreement), such that the transactions contemplated by the White Lion Purchase Agreement are exempt from the Exchange Cap limitation under applicable Nasdaq rules. In any event, the White Lion Purchase Agreement specifically provides that the Company may not issue or sell any shares of its common stock under the White Lion Purchase Agreement if such issuance or sale would breach any applicable rules or regulations of the Nasdaq. In addition, no purchase notice shall result in White Lion beneficially owning more than 9.99% of the number of shares of the common stock outstanding immediately prior to the issuance of shares of common stock issuable pursuant to a purchase notice. The Company may terminate the White Lion Purchase Agreement at any time in the event of a material breach of the White Lion Purchase Agreement by White Lion. The White Lion Purchase Agreement automatically terminates on the earlier of (i) the end of the Commitment Period or (ii) the date that, pursuant to or within the meaning of any bankruptcy law, the Company commences a voluntary case or any person commences a proceeding against the Company. In April 2023, the Company sold 1,075,000 shares to White Lion for gross proceeds of $321,324 and net proceeds of $304,324. The shares issued and sold to White Lion were offered and sold pursuant to a prospectus supplement to the Company’s Registration Statement on Form S-3 (File No. 333-268764), which was declared effective by the SEC on December 16, 2022.

On May 10, 2023, at the 2023 Annual Meeting of Stockholders, a proposal to approve an amendment to the Company’s Amended and Restated Certificate of Incorporation to effect a reverse stock split of the Company’s outstanding common stock by a ratio of any whole number between 1-for-2 and 1-for-20, the implementation and timing of which shall be subject to the discretion of the Board of Directors, was approved by the Company’s stockholders (the “Reverse Stock Split’). As of May 15, 2023, no subsequent action has been taken by the Board of Directors with respect to the potential Reverse Stock Split.

Fair Value Measurements

3 Months Ended

Mar. 31, 2023

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.

- 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

Share-Based Compensation - Stock-based Compensation Expense (Details) - USD ($)	3 Months Ended
	Mar. 31, 2023	Mar. 31, 2022
Share-Based Compensation
Period for recognition of stock-based compensation expense	2 years
Options
Share-Based Compensation
Share-based compensation expense	$ 158,760	$ 60,573
Restricted Stock [Member]
Share-Based Compensation
Share-based compensation expense		$ 2,057,471

Employee Stock Purchase Plan

3 Months Ended

Mar. 31, 2023

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.

Deferred Grant Income (Details) - USD ($)	1 Months Ended	3 Months Ended		12 Months Ended
Deferred Grant Income (Details) - USD ($)	Apr. 30, 2021	Mar. 31, 2023	Mar. 31, 2022	Dec. 31, 2022	May 31, 2022	May 31, 2021
Grant Income
Expected award amount	$ 2,392,845
Grant term (in years)	3 years
Grant income recognized		$ 79,409	$ 6,990
Deferred grant income					$ 1,129,316	$ 308,861
Grant income receivable		$ 0		$ 360,229

Property and Equipment (Tables)

3 Months Ended

Mar. 31, 2023

Property and Equipment

Summary of property and equipment


	March 31,		December 31,
	2023		2022
Laboratory and computer equipment	$	361,337	$	348,441
Less accumulated depreciation		(169,500)		(139,860)
Total property and equipment, net	$	191,837	$	208,581

Share-Based Compensation (Details)	3 Months Ended
Share-Based Compensation (Details)	Mar. 31, 2023
Minimum \| Restricted Stock [Member]
Share-Based Compensation
Vesting period	2 years
Maximum [Member] \| Restricted Stock [Member]
Share-Based Compensation
Vesting period	3 years
Stock Option and Incentive Plan 2020 \| Minimum
Share-Based Compensation
Vesting period	2 years
Stock Option and Incentive Plan 2020 \| Maximum [Member]
Share-Based Compensation
Vesting period	4 years