0001558370-24-015731 | 10-Q | XBRL Viewer | Transcode Therapeutics INC

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Stockholders' Equity

9 Months Ended

Sep. 30, 2024

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, in anticipation of the IPO, on May 22, 2023, to effect a reverse split (the 2023 Reverse Split), and on January 16, 2024, to effect the 2024 Reverse Split. 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 September 30, 2024, and December 31, 2023, the Company had 17,265,658 and 627,448 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 3,558 shares of common stock in a registered direct offering at a purchase price of $421.60 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, the Company also issued the placement agent warrants to purchase up to 249 shares of common stock (the “February Placement Agent Warrants”). The February Placement Agent Warrants became 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 $527.00. See Note 10.

In April and May 2023, the Company sold an aggregate of 2,750 shares to White Lion Capital LLC (“White Lion”) under a Common Stock Purchase Agreement dated April 14, 2023, (the “White Lion Purchase Agreement”) between the Company and White Lion. Net proceeds to the Company were $518,844 after White Lion expenses but before aggregate legal and printing expenses the Company incurred of $75,418. The commitment period ended May 31, 2023.

On June 6, 2023, the Company entered into a Securities Purchase Agreement with a purchaser named therein pursuant to which the Company sold 2,475 shares of common stock, 47,525 pre-funded warrants (“PFWs”), together with accompanying 50,000 Series A-1 Warrants to purchase common stock (the “Series A-1 Warrants”), and 50,000 Series A-2 Warrants to purchase common stock (the “Series A-2 Warrants”) in a registered direct offering at a purchase price of $140.00 per share (or $139.60 per PFW) (the “June RDO”). The Series A-1 Warrants and the Series A-2 Warrants are identical in all material respects. The Series A-1 Warrants and Series A-2 Warrants became exercisable commencing June 9, 2023, and are exercisable for three years at an exercise price of $130.00 per share. Net proceeds from the June RDO, after deducting fees payable to the placement agent and other offering expenses, were approximately $6.1 million. The PFWs sold in the June RDO were exercisable at an exercise price of $0.40 per share. All the PFWs sold in the June RDO were exercised prior to the date of these financial statements. See Note 10. In connection with the June RDO, the Company also issued the placement agent warrants to purchase up to 3,500 shares of common stock (the “June Placement Agent Warrants”). The June Placement Agent Warrants became exercisable

commencing June 9, 2023, expire three years following the date of sale and have an exercise price per share of $175.00. See Note 10.

On September 26, 2023, the Company entered into an underwriting agreement with ThinkEquity LLC, as underwriter, pursuant to which it issued and sold 17,500 shares of common stock and 404,075 PFWs, including the partial exercise of the underwriter’s over-allotment option, in a public offering at a purchase price of $20.40 per share (or $20.00 per PFW) (the “September Offering”). The overallotment option provided the underwriter the right to purchase up to 58,480 shares or PFWs during the 45 days following the September Offering. The underwriter exercised the overallotment option to purchase 8,348 shares. The terms of the sale of shares or PFWs in the September Offering also applied to purchases made by the underwriter through exercises of the overallotment option. All September Offering PFWs had been exercised prior to the date of these financial statements. Net proceeds from the September Offering, after deducting underwriting discounts, commissions and fees paid to the underwriter and other offering expenses, were approximately $6.7 million. In connection with the September Offering, the Company also issued warrants to the underwriter to purchase up to 21,496 shares of common stock (the “September Underwriter Warrants”). The September Underwriter Warrants become exercisable commencing 180 days after issuance, expire five years following the date of sale and have an exercise price of $25.50 per share. See Note 10.

On December 4, 2023, the Company closed an offering under a Securities Purchase Agreement with certain purchasers named therein pursuant to which the Company sold 125,000 shares of common stock in a registered direct offering at a purchase price of $9.68 per share (the “December RDO”). Net proceeds from the December RDO, after deducting fees payable to the placement agent and other offering expenses, were approximately $0.9 million. In connection with the December RDO, the Company also issued the placement agent warrants to purchase up to 7,500 shares of common stock (the “December Placement Agent Warrants”). The December Placement Agent Warrants became exercisable on issuance, expire five years following the date of sale and have an exercise price per share of $12.10. See Note 10.

On January 22, 2024, the Company closed an offering under a Securities Purchase Agreement with certain purchasers named therein pursuant to which the Company sold 428,924 shares of common stock, 5,513,699 pre-funded warrants (“PFWs”), and 11,885,246 Warrants to purchase common stock (the “January 2024 Warrants”), in a registered direct offering at a purchase price of $1.22 per share (or $1.21 per PFW) (the “January 2024 RDO”). The January 2024 Warrants became exercisable commencing on issuance and are exercisable for three and one-half years from the date of issuance at an exercise price of $1.22 per share. Net proceeds from the January 2024 RDO, after deducting fees payable to the placement agent and other offering expenses, were approximately $6.1 million. The PFWs sold in the January 2024 RDO were exercisable at an exercise price of $0.01 per share. All of the PFWs sold in the January 2024 RDO were exercised prior to the date of these financial statements, and 643,605 January 2024 Warrants were exercised in May 2024. In connection with the January 2024 RDO, the Company also issued the placement agent warrants to purchase up to 356,558 shares of common stock (the “January 2024 Placement Agent Warrants”). The January 2024 Placement Agent Warrants became exercisable on issuance, expire three and one-half years following the date of sale and have an exercise price per share of $1.525. See Note 10.

On July 22, 2024, the Company entered into a Placement Agency Agreement with ThinkEquity LLC pursuant to which the Company issued and sold 10,000,000 shares of common stock in a best efforts public offering at a purchase price of $0.30 per share (the “July 2024 Offering”). Net proceeds from the July 2024 Offering, after deducting discounts, commissions and fees paid to the placement agents and other offering expenses, were approximately $2.4 million. In connection with the July 2024 Offering, the Company also issued warrants to the placement agent to purchase up to 500,000 shares of common stock (the “July Placement Agent Warrants”). The July Placement Agent Warrants become exercisable January 18, 2025, expire July 22, 2029, and have an exercise price of $0.375 per share. 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 and nine months ended September 30, 2024, 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 equity.

+ References

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+ Details

Summary of Significant Accounting Policies (Policies)

9 Months Ended

Sep. 30, 2024

Summary of Significant Accounting Policies

Basis of Presentation

(a)	Basis of Presentation

The interim financial statements included herein are unaudited. These financial statements have been prepared in conformity with 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 financial statements include all adjustments, consisting only of normal, recurring adjustments, necessary for a fair presentation of the financial position of the Company at September 30, 2024, its results of operations for the three and nine months ended September 30, 2024 and 2023, and its cash flows for the nine months ended September 30, 2024 and 2023. 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, 2023, 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 the net loss attributable to common stockholders by the weighted average number of shares of common stock outstanding during the period. Diluted net loss per share includes the effect, if any, from the potential conversion, vesting or exercise of securities (“Contingent Securities”) such as convertible promissory notes, stock options and warrants which would result in the issuance of additional shares of common stock. The computation of diluted net loss per shares does not include the conversion or exercise of Contingent Securities when the effect of doing so would be antidilutive.

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 September 30, 2024, and December 31, 2023, included cash, prepaid expenses and other current assets, right-of-use asset, accounts payable and accrued expenses, deferred grant income, and current and long-term portion of lease liability. Cash is reported at fair value. The recorded carrying amount of prepaid expenses and other current assets, accounts payable and accrued expenses, deferred grant income, and current and long-term portion of lease liability approximate their fair value due to their short-term or fixed arrangements 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, share-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 and September 2024, the Company received awards (the “Awards”) 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 Awards, and the Company does not lose control over the work performed under the Awards, the Company deems the Awards funds as a contribution. Grant payments received in excess of grant income earned are recorded as deferred grant income on the Company’s balance sheets until the related income has been earned. Grant income earned in excess of grant payments received is recorded as grant receivable on the Company’s balance sheets.

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.

The estimated fair value of the common stock used by the Company to determine the expense of option awards is the closing Nasdaq price of the Company’s common shares on the date of each award. Other factors used in calculating the fair value of share-based awards represented management’s best estimates, some of which involve inherent uncertainties and the application of management’s judgment. As a result, if factors were to change and management were to use different assumptions, share-based compensation expense could be materially different.

Certain stock appraisal methodologies utilize, among other variables, the volatility of the stock price. 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 are removed from the accounts and any resulting gain or loss is included in the statements of operations in the period of disposal. Expenditures for repairs and maintenance are charged to expense as incurred.

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.

Reverse Stock Split

(l)Reverse Stock Split

On January 16, 2024, the Company effected a reverse split of the Company’s common stock, either issued and outstanding or held by the Company as treasury stock, (the “2024 Reverse Split”) previously approved by the Board and stockholders of the Company. The 2024 Reverse Split was at a ratio of one share for every 40 shares previously held with no change in the par value per share. The 2024 Reverse Split did not change the number of authorized shares of common stock. All common stock share and per share data, and exercise price data for applicable common stock equivalents, included in these financial statements have been retroactively adjusted to reflect the 2024 Reverse Split.

Collaboration Agreements

(m)Collaboration Agreements

When the Company enters into a collaboration agreement, it evaluates the arrangement against the requirements of ASC 808, “Collaborative Arrangements,” as well as ASU 2018-18 which clarifies the interaction between Topic 808 and Topic 606. 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.

Warrant Accounting

(o) Warrant Accounting

The Company accounts for warrants as either equity-classified or liability-classified instruments based on an assessment of the warrant’s specific terms and applicable authoritative guidance in ASC 480, “Distinguishing Liabilities from Equity” (“ASC 480”), and ASC 815, “Derivatives and Hedging” (“ASC 815”). The assessment considers whether

the warrants are freestanding financial instruments pursuant to ASC 480, meet the definition of a liability pursuant to ASC 480, and whether the warrants meet all of the requirements for equity classification under ASC 815, including whether the warrants are indexed to the Company’s own ordinary shares and whether warrant holders could potentially require “net cash settlement” in a circumstance outside of the Company’s control, among other conditions for equity classification. This assessment, which requires the use of professional judgment, is conducted at the time of warrant issuance and as of each subsequent quarterly period end-date while the warrants are outstanding.

For issued or modified warrants that meet all the criteria for equity classification, the warrants are required to be recorded as a component of equity at the time of issuance. For issued or modified warrants that do not meet all the criteria for equity classification, the warrants are required to be recorded as liabilities at their initial fair value on the date of issuance, and each balance sheet date thereafter. Changes in the estimated fair value of warrants classified as liabilities are recognized as a non-cash gain or loss on the statements of operations.

As the warrants issued upon Company financings in 2023 and in the nine months ended September 30, 2024, meet the criteria for equity classification under ASC 815, those warrants were classified as equity as of September 30, 2024, and December 31, 2023.

Recent Accounting Pronouncements

(p) Recent Accounting Pronouncements

Accounting pronouncements issued but not effective until after September 30, 2024, are not expected to have a significant effect on the Company’s financial condition, results of operations, or cash flows.

In November 2023, the FASB issued ASU 2023-07, “Improvements to Reportable Segment Disclosures” (“ASU 2023-07”). ASU 2023-07 is intended to improve reportable segment disclosure requirements, primarily through enhanced disclosures about significant segment expenses. The purpose of the amendment is to enable investors to better understand an entity’s overall performance and assess potential future cash flows. The guidance is effective for fiscal years beginning after December 15, 2023, and interim periods within fiscal years beginning after December 15, 2024, with early adoption permitted. The Company is currently evaluating the effect the amendments in ASU 2023-07 will have on its segment disclosures.

In December 2023, the FASB issued ASU 2023-09, “Income Taxes (Topic 740): Improvements to Income Tax Disclosures” (“ASU 2023-09”). ASU 2023-09 modifies the rules on income tax disclosures to require disaggregated information about a reporting entity’s effective tax rate reconciliation as well as information on income taxes paid. The standard is intended to benefit investors by providing more detailed income tax disclosures that would be useful in making capital allocation decisions. The guidance is effective for annual periods beginning after December 15, 2024, with early adoption permitted. The Company is currently evaluating the effect the amendments in ASU 2023-09 will have on its tax disclosures.

STATEMENTS OF CASH FLOWS - USD ($)	9 Months Ended
STATEMENTS OF CASH FLOWS - USD ($)	Sep. 30, 2024	Sep. 30, 2023
Cash flows from operating activities:
Net loss	$ (10,839,013)	$ (14,458,548)
Adjustments to reconcile net loss to net cash used in operating activities:
Depreciation	80,548	91,828
Amortization of right-of-use asset	331,454	284,745
Share-based compensation expense	1,531,229	726,575
Changes in assets and liabilities:
Prepaid expenses and other current assets	(36,927)	130,276
Accounts payable and accrued expenses	(919,800)	791,661
Deferred grant income	(27,057)	54,306
Grants receivable	(11,953)	360,229
Security deposit		(111,856)
Operating lease liability	(298,091)	(280,262)
Net cash used in operating activities	(10,189,610)	(12,411,046)
Cash flows from investing activities:
Purchase of equipment	(21,261)	(35,609)
Net cash used in investing activities	(21,261)	(35,609)
Cash flows from financing activities:
Net proceeds from sales of common stock	9,319,135	14,931,171
Net cash provided by financing activities	9,319,135	14,931,171
Net change in cash	(891,736)	2,484,516
Cash, beginning of period	2,767,598	4,968,418
Cash, end of period	1,875,862	7,452,934
Cash paid during the period for:
Interest related to insurance premium payment plan	$ 16,629	20,535
Supplemental disclosure of non-cash investing and financing activities:
Right-of-use assets obtained in exchange for operating lease liabilities		$ 874,957

Subsequent Events

9 Months Ended

Sep. 30, 2024

Subsequent Events

Subsequent Events

(15) Subsequent Events

For its financial statements at September 30, 2024, the Company evaluated subsequent events through November 14, 2024, the date on which those financial statements were issued, and determined that there were none for which recognition or disclosure is warranted except:

In the third quarter 2024, the Company received three letters from the Nasdaq Stock Market (“Nasdaq”) Staff notifying the Company that it was not in compliance with Nasdaq Listing Rules 5550(a)(2) (the “Bid Price Rule”), 5550(b)(1) (the “Equity Rule”) or any of the alternative requirements in Listing Rule 5550(b), and 5635(d) (the “Shareholder Approval Rule”). As a result, the shares of the Company’s common stock are subject to delisting from The Nasdaq Capital Market. On October 1, 2024, the Company appealed the Staff’s determination to a Nasdaq Hearings Panel (the “Panel”). On November 4, 2024, the Company was informed that the Panel granted the Company a formal extension to regain compliance. Pending the Panel’s decision, suspension of the Company’s securities was stayed and the Company’s stock remains listed. There can be no assurance that the Company will be successful in regaining compliance during the extension period.

In October 2024, as a result of changes at MD Anderson and the Company, the Company and MD Anderson agreed to terminate their collaboration but to continue the Company’s clinical trial currently underway at MD Anderson. See Note 8.

Nature of Business and Liquidity - Additional Information (Details) - USD ($)	1 Months Ended		3 Months Ended						9 Months Ended
	Sep. 30, 2024	Apr. 30, 2021	Sep. 30, 2024	Jun. 30, 2024	Mar. 31, 2024	Sep. 30, 2023	Jun. 30, 2023	Mar. 31, 2023	Sep. 30, 2024	Sep. 30, 2023	Dec. 31, 2023
Nature of Business and Liquidity
Net cash used in operating activities									$ 10,189,610	$ 12,411,046
Net loss			$ (2,321,387)	$ (5,190,814)	$ (3,326,812)	$ (5,299,962)	$ (4,341,653)	$ (4,816,934)	(10,839,013)	$ (14,458,548)
Accumulated deficit	$ (57,255,357)		(57,255,357)						(57,255,357)		$ (46,416,344)
Cash	$ 1,875,862		1,875,862						1,875,862		$ 2,767,598
Grant term (in years)	2 years	3 years
Expected award amount	$ 1,999,972	$ 2,392,845	1,999,972						1,999,972
First Year Award
Nature of Business and Liquidity
Expected award amount	1,011,207		1,011,207						1,011,207
Second Year Award
Nature of Business and Liquidity
Expected award amount	$ 988,765		$ 988,765						$ 988,765

- Definition

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

+ References

Reference 1: http://www.xbrl.org/2003/role/disclosureRef
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Reference 2: http://www.xbrl.org/2003/role/disclosureRef
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+ Details

- Definition

Amount of accumulated undistributed earnings (deficit).

+ References + Details

Employee Stock Purchase Plan

9 Months Ended

Sep. 30, 2024

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 approximately 188 shares of common stock. The number of shares of common stock available through the ESPP increases by approximately 113 shares in January of each year beginning in 2022.

Commitments and Contingencies - Schedule of operating lease (Details) - USD ($)	3 Months Ended		9 Months Ended
	Sep. 30, 2024	Sep. 30, 2023	Sep. 30, 2024	Sep. 30, 2023
Commitments and Contingencies.
Weighted average remaining lease term (years)	3 months 18 days		3 months 18 days
Weighted average discount rate	3.60%		3.60%
2024	$ 115,217		$ 115,217
2025	38,291		38,291
Total undiscounted lease payments	153,508		153,508
Imputed interest	(1,027)		(1,027)
Lease liability	152,481		152,481
Rent expense	$ 111,190	$ 170,582	$ 289,153	$ 464,946

Commitments and Contingencies

9 Months Ended

Sep. 30, 2024

Commitments and Contingencies.

Commitments and Contingencies

(8) Commitments and Contingencies

(a)Leases

In March 2021, the Company entered into an agreement with Massachusetts Biomedical Initiatives, Inc. (“MBI”) whereby the Company subleased approximately 2,484 square feet of laboratory space with room for minor administrative functions. The Company 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 rent of $10,276. The sublease terminated as of February 2023.

Operating Lease

Prior to February 1, 2023, the Company had no operating leases with maturities greater than one year. 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 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. The base monthly rent was $37,285 during the first 12 months of the lease and is $38,403 in the second 12 months. 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 nine months ended September 30, 2024. The Company does not recognize any variable lease costs or short-term lease costs in connection with the operating lease.


	Nine Months
	Ended
Operating Leases	September 30, 2024
Weighted average remaining lease term (years)	0.3
Weighted average discount rate	3.6	%


Year ending December 31,
2024	$	115,217
2025		38,291
Total undiscounted lease payments		153,508
Imputed interest		(1,027)
Lease liability	$	152,481

Rent expense for the three months ended September 30, 2024 and 2023, was $111,190 and $170,582, respectively, and $289,153 and $464,946, respectively, for the nine months ended September 30, 2024 and 2023.

(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

At September 30, 2024, and December 31, 2023, 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.

Accrued License Obligations

At September 30, 2024, and December 31, 2023, the Company had accrued $46,413 and $129,983, 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 anticipated making certain expenditures with respect to Phase I and Phase II clinical trials in part through MD Anderson as a clinical site. MD Anderson was also expected to provide preclinical work under the collaboration. The details of clinical and preclinical work were to be mutually agreed by the parties prior to commencing work. The Company had agreed to fund up to $10 million over the term of the collaboration. In January 2023, the Company made an initial payment of $250,000 to MD Anderson recorded as a Prepaid Expense pending such time as payments under the collaboration became due. As a result of changes at MD Anderson and the Company, the Company and MD Anderson have agreed to terminate the collaboration but to continue the Company’s clinical trial currently underway at MD Anderson. Initial expenses of the clinical trial will be charged against the initial payment made to MD Anderson and for the three and nine months ended September 30, 2024 and 2023, were $0 in all periods.

(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 $1,031,400.

(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 September 30, 2024, and December 31, 2023, the Company did not know of any claims or actions pending against it or threatened, the ultimate disposition of which could have a material adverse effect on its results of operations or financial condition except a claim by an investment bank made in September 2023 that it is entitled to fees, a claim which the Company rigorously disputes.

(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 arrangements that could have a material adverse effect on its financial position, results of

operations or cash flows, and it has not accrued any liabilities related to such obligations in its financial statements, as of September 30, 2024, and December 31, 2023.

(g)	Risks and Uncertainties

As geopolitical events such as wars in the Ukraine and the Middle East and major health issues such as SARS-CoV-2, or the coronavirus, continue to evolve, the extent to which they affect 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 or other 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.

Income Taxes (Details) - USD ($)	3 Months Ended		9 Months Ended		12 Months Ended
Income Taxes (Details) - USD ($)	Sep. 30, 2024	Sep. 30, 2023	Sep. 30, 2024	Sep. 30, 2023	Dec. 31, 2023
Income Taxes
Income tax expense (benefit)	$ 0	$ 0	$ 0	$ 0
Accrued interest or penalties related to uncertain tax positions	$ 0		0		$ 0
Interest or penalties related to uncertain tax positions recognized in the Company's statements of operations			$ 0		$ 0

- Definition

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

+ References + Details

Warrants (Tables)

9 Months Ended

Sep. 30, 2024

Warrants

Summary of company's outstanding or issuable warrant

The following table summarizes the Company’s outstanding or issuable warrants at September 30, 2024:


	Number	Exercise Price
Description	of Shares	Per Share
IPO Underwriter Warrants	391	$	4,000
February Placement Agent Warrants	249		527
Consultant Warrants	156		400
Series A-1 warrants	50,000		130.00
Series A-2 warrants	50,000		130.00
June Placement Agent Warrants	3,500		175.20
September Underwriter Warrants	21,496		25.50
December Placement Agent Warrants	7,500		12.10
January 2024 Common Stock Purchase Warrants	11,241,641		1.22
January 2024 Placement Agent Warrants	356,557		1.525
July 2024 Placement Agent Warrants	500,000		0.375

Property and Equipment (Tables)

9 Months Ended

Sep. 30, 2024

Property and Equipment

Schedule of property and equipment


	September 30,		December 31,
	2024		2023
Laboratory and computer equipment	$	405,311	$	384,050
Less accumulated depreciation		(343,891)		(263,343)
Total property and equipment, net	$	61,420	$	120,707

Fair Value Measurements

9 Months Ended

Sep. 30, 2024

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, prepaid expenses and other current assets, right-of-use asset, accounts payable and accrued expenses, deferred grant income, and current and long-term portion of lease liability approximated their fair value due to their short-term or fixed arrangements 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

Stockholders' Equity (Details)								1 Months Ended				3 Months Ended						9 Months Ended
Stockholders' Equity (Details)	Jul. 22, 2024 USD ($) $ / shares shares	Jan. 22, 2024 USD ($) $ / shares shares	Dec. 04, 2023 USD ($) $ / shares shares	Oct. 05, 2023 shares	Sep. 26, 2023 $ / shares shares	Jun. 06, 2023 USD ($) $ / shares shares	Feb. 16, 2023 USD ($) $ / shares shares	May 31, 2024 shares	Sep. 30, 2023 USD ($)	May 31, 2023 USD ($) shares	Apr. 30, 2023 USD ($) shares	Sep. 30, 2024 USD ($) Vote $ / shares shares	Jun. 30, 2024 shares	Mar. 31, 2024 shares	Sep. 30, 2023 shares	Jun. 30, 2023 shares	Mar. 31, 2023 shares	Sep. 30, 2024 USD ($) Vote $ / shares shares	Sep. 30, 2023 USD ($)	Dec. 31, 2023 $ / shares shares
Stockholders' Equity
Maximum number of shares which the Company is authorized to issue												300,000,000						300,000,000
Preferred stock, par value (in dollars per share) \| $ / shares												$ 0.0001						$ 0.0001		$ 0.0001
Common stock, shares issued												17,265,658						17,265,658		627,448
Common stock, share outstanding												17,265,658						17,265,658		627,448
Preferred stock, shares issued												0						0		0
Net proceeds from sales of common stock \| $																		$ 9,319,135	$ 14,931,171
Common Stock - Dividends and Voting
Cash dividends were declared or paid \| $												$ 0						$ 0
Common stock voting rights per share \| Vote												1						1
Series A-1 Warrants
Stockholders' Equity
Number of warrants purchased												50,000						50,000
Exercise price \| $ / shares												$ 130.00						$ 130.00
Series A-2 Warrants
Stockholders' Equity
Number of warrants purchased												50,000						50,000
Exercise price \| $ / shares												$ 130.00						$ 130.00
June Placement Agent Warrants
Stockholders' Equity
Number of warrants purchased												3,500						3,500
Exercise price \| $ / shares												$ 175.20						$ 175.20
February Placement Agent Warrants
Stockholders' Equity
Number of warrants purchased												249						249
Exercise price \| $ / shares												$ 527						$ 527
December Placement Agent Warrants
Stockholders' Equity
Number of warrants purchased												7,500						7,500
Exercise price \| $ / shares												$ 12.10						$ 12.10
January Warrants
Stockholders' Equity
Number of warrants purchased												11,241,641						11,241,641
Exercise price \| $ / shares												$ 1.22						$ 1.22
January Placement Agent Warrants
Stockholders' Equity
Number of warrants purchased												356,557						356,557
Exercise price \| $ / shares												$ 1.525						$ 1.525
White Lion Purchase Agreement
Stockholders' Equity
Net proceeds from sales of common stock \| $										$ 518,844	$ 518,844
Issuances of common stock, net (in shares)										2,750	2,750
Aggregate legal and printing expenses \| $										$ 75,418	$ 75,418
Securities Purchase Agreement
Stockholders' Equity
Aggregate of direct offering		428,924	125,000				3,558
Net proceeds from sales of common stock \| $		$ 6,100,000	$ 900,000				$ 1,200,000
Commencement period for exercise of warrants, following the date of issuance							6 months
Issuances of common stock, net (in shares)						2,475
Net proceeds \| $						$ 6,100,000
Price per share (in dollars per share) \| $ / shares		$ 1.22	$ 9.68			$ 140.00	$ 421.60
Securities Purchase Agreement \| Pre-funded warrants
Stockholders' Equity
Number of warrants sold		5,513,699				47,525
Exercise price \| $ / shares		$ 0.01				$ 0.40
Price per share (in dollars per share) \| $ / shares		$ 1.21				$ 139.60
Securities Purchase Agreement \| Series A warrants
Stockholders' Equity
Term of warrants						3 years
Exercise price \| $ / shares						$ 130.00
Securities Purchase Agreement \| Series A-1 Warrants
Stockholders' Equity
Number of warrants sold						50,000
Securities Purchase Agreement \| Series A-2 Warrants
Stockholders' Equity
Number of warrants sold						50,000
Securities Purchase Agreement \| June Placement Agent Warrants
Stockholders' Equity
Number of warrants purchased						3,500
Term of warrants						3 years
Exercise price \| $ / shares						$ 175.00
Securities Purchase Agreement \| February Placement Agent Warrants
Stockholders' Equity
Sale of stock exercise price \| $ / shares							$ 527.00
Number of warrants purchased							249
Term of warrants							5 years
Exercise price \| $ / shares							$ 527.00
Securities Purchase Agreement \| December Placement Agent Warrants
Stockholders' Equity
Number of warrants purchased			7,500
Term of warrants			5 years
Exercise price \| $ / shares			$ 12.10
Securities Purchase Agreement \| January Warrants
Stockholders' Equity
Term of warrants		3 years 6 months
Number of warrants sold		11,885,246
Exercise price \| $ / shares		$ 1.22
Number of warrants exercised								643,605
Securities Purchase Agreement \| January Placement Agent Warrants
Stockholders' Equity
Term of warrants		3 years 6 months
Number of warrants sold		356,558
Exercise price \| $ / shares		$ 1.525
Over-Allotment Option
Stockholders' Equity
Number of warrants purchased					8,348
Issuances of common stock, net (in shares)				8,348
Over-Allotment Option \| Underwriter Warrants
Stockholders' Equity
Number of warrants sold				417
July 2024 Offering
Stockholders' Equity
Net proceeds from sales of common stock \| $	$ 2,400,000
Issuances of common stock, net (in shares)	10,000,000
Purchase price of per share \| $ / shares	$ 0.30
July 2024 Offering \| July Placement Agent Warrants
Stockholders' Equity
Number of warrants purchased	500,000
Exercise price \| $ / shares	$ 0.375
Underwriting Agreement
Stockholders' Equity
Issuances of common stock, net (in shares)					17,500
Net proceeds \| $									$ 6,700,000
Price per share (in dollars per share) \| $ / shares					$ 20.40
Underwriting Agreement \| Pre-funded warrants
Stockholders' Equity
Number of warrants sold					404,075
Exercise price \| $ / shares					$ 0.40
Price per share (in dollars per share) \| $ / shares					$ 20.00
Underwriting Agreement \| Pre-funded warrants \| Maximum
Stockholders' Equity
Number of warrants purchased					58,480
Underwriting Agreement \| Underwriter Warrants
Stockholders' Equity
Commencement period for exercise of warrants, following the date of issuance					180 days
Term of warrants					5 years
Exercise price \| $ / shares					$ 25.50
Underwriting Agreement \| Underwriter Warrants \| Maximum
Stockholders' Equity
Number of warrants purchased					21,496							21,079						21,079
Common Stock
Stockholders' Equity
Maximum number of shares which the Company is authorized to issue												290,000,000						290,000,000
Issuances of common stock, net (in shares)												10,000,000	1,457,605	5,180,605	218,426	28,987	3,558
Preferred Stock
Stockholders' Equity
Maximum number of shares which the Company is authorized to issue												10,000,000						10,000,000

Summary of Significant Accounting Policies - Estimated useful life of property and equipment (Details)	9 Months Ended
	Sep. 30, 2024
Summary of Significant Accounting Policies
Reverse stock split ratio	1
Laboratory equipment
Summary of Significant Accounting Policies
Estimated useful life	3 years
Furniture and fixtures
Summary of Significant Accounting Policies
Estimated useful life	5 years
Computer and office equipment
Summary of Significant Accounting Policies
Estimated useful life	3 years
Leasehold improvements
Summary of Significant Accounting Policies
Property, Plant, and Equipment, Useful Life, Term, Description [Extensible Enumeration]	us-gaap:UsefulLifeShorterOfTermOfLeaseOrAssetUtilityMember

Commitments and Contingencies - License Agreement (Details) - USD ($)	1 Months Ended			9 Months Ended
	Nov. 30, 2020	Oct. 31, 2020	Nov. 30, 2018	Sep. 30, 2024	Dec. 31, 2023
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
Accrued license obligations				$ 46,413	$ 129,983

Accounts Payable and Accrued Expenses (Tables)

9 Months Ended

Sep. 30, 2024

Accounts Payable and Accrued Expenses

Schedule of accounts payable and accrued expenses


	September 30,		December 31,
	2024		2023
Professional and general consulting fees	$	747,063	$	375,550
R&D-related – CMOs, CROs, supplies, equipment and consulting		987,935		1,260,578
General expenses		116,186		295,508
Insurance premiums		114,410		400,236
Payroll and benefits		119,452		589,404
Accrued license payments		46,413		129,983
	$	2,131,459	$	3,051,259

Accounts Payable and Accrued Expenses

9 Months Ended

Sep. 30, 2024

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:


	September 30,		December 31,
	2024		2023
Professional and general consulting fees	$	747,063	$	375,550
R&D-related – CMOs, CROs, supplies, equipment and consulting		987,935		1,260,578
General expenses		116,186		295,508
Insurance premiums		114,410		400,236
Payroll and benefits		119,452		589,404
Accrued license payments		46,413		129,983
	$	2,131,459	$	3,051,259

At September 30, 2024, and December 31, 2023, the Company’s outstanding payables to CROs or CMOs included above were $890,676 and $1,020,875, respectively.

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

Share-Based Compensation (Table)

9 Months Ended

Sep. 30, 2024

Share-Based Compensation

Schedule of options to purchase common stock


		Weighted
		average		Weighted
		exercise		average
	Number of	price		contractual
	shares	per share		term (years)
Outstanding at December 31, 2022	3,771	$	592.00	5.3
Granted	2,911		226.88	6.4
Exercised	—		—	—
Forfeited	(393)		459.02	—
Outstanding at December 31, 2023	6,289		419.58	3.7
Granted	1,930,036		1.20	6
Exercised	—		—	—
Forfeited	(19,164)		18.89	—
Outstanding at September 30, 2024	1,917,161	$	2.54	9.5

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


	Nine months ended	Year ended
	September 30, 2024	December 31, 2023
Risk-free interest rate	4.4%	4.01% - 4.72%
Expected term (in years)	6.0	6.0
Expected volatility	128.8%	100.6% - 100.8%
Expected dividend yield	—	—
Fair value per share of underlying stock	$1.06 - $1.08	$226.80 - $238.80

Share-Based Compensation - Information About Options to Purchase Common Stock (Details) - USD ($)	9 Months Ended	12 Months Ended
	Sep. 30, 2024	Dec. 31, 2023	Dec. 31, 2022
Number of shares
Outstanding, beginning balance	6,289	3,771
Granted	1,930,036	2,911
Forfeited	(19,164)	(393)
Outstanding, ending balance	1,917,161	6,289	3,771
Weighted average exercise price per share
Outstanding, beginning balance	$ 419.58	$ 592.00
Granted	1.20	226.88
Forfeited	18.89	459.02
Outstanding, ending balance	$ 2.54	$ 419.58	$ 592.00
Weighted average contractual term (years)
Weighted average contractual term (years)	9 years 6 months	3 years 8 months 12 days	5 years 3 months 18 days
Granted	6 years	6 years 4 months 24 days
Intrinsic value of the outstanding options	$ 0

Pay vs Performance Disclosure - USD ($)	3 Months Ended						9 Months Ended
Pay vs Performance Disclosure - USD ($)	Sep. 30, 2024	Jun. 30, 2024	Mar. 31, 2024	Sep. 30, 2023	Jun. 30, 2023	Mar. 31, 2023	Sep. 30, 2024	Sep. 30, 2023
Pay vs Performance Disclosure
Net Income (Loss)	$ (2,321,387)	$ (5,190,814)	$ (3,326,812)	$ (5,299,962)	$ (4,341,653)	$ (4,816,934)	$ (10,839,013)	$ (14,458,548)

- Definition

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

+ References

+ Details

BALANCE SHEETS (Parenthetical) - $ / shares	Sep. 30, 2024	Dec. 31, 2023
BALANCE SHEETS
Preferred stock, par value (in dollars per share)	$ 0.0001	$ 0.0001
Preferred stock, shares authorized	10,000,000	10,000,000
Preferred stock, shares issued	0	0
Preferred stock, shares outstanding	0	0
Common stock, par value (in dollars per share)	$ 0.0001	$ 0.0001
Common stock, shares authorized	290,000,000	290,000,000
Common stock, shares issued	17,265,658	627,448
Common stock, share outstanding	17,265,658	627,448

Employee Stock Purchase Plan (Details) - shares	12 Months Ended
Employee Stock Purchase Plan (Details) - shares	Dec. 31, 2021	Jan. 31, 2022
Employee Stock Purchase Plan
Shares issued on ESPP	188
Shares available in ESPP		113

STATEMENTS OF OPERATIONS - USD ($)	3 Months Ended		9 Months Ended
STATEMENTS OF OPERATIONS - USD ($)	Sep. 30, 2024	Sep. 30, 2023	Sep. 30, 2024	Sep. 30, 2023
Operating expenses
Research and development	$ 1,227,386	$ 3,342,644	$ 6,067,983	$ 8,899,904
General and administrative	938,026	1,967,608	4,500,326	6,421,024
Total operating expenses	2,165,412	5,310,252	10,568,309	15,320,928
Operating loss	(2,165,412)	(5,310,252)	(10,568,309)	(15,320,928)
Other income (expense)
Grant income	11,953	27,441	39,010	895,786
Currency exchange gain (loss)	(157,315)		(285,258)
Interest income	179	131	525	5,148
Interest expense	(10,792)	(17,282)	(24,981)	(38,554)
Total other income (expense)	(155,975)	10,290	(270,704)	862,380
Net loss	$ (2,321,387)	$ (5,299,962)	$ (10,839,013)	$ (14,458,548)
Weighted-average common shares outstanding, Basic	14,685,013	109,413	8,959,511	52,834
Weighted-average common shares outstanding, Diluted	14,685,013	109,413	8,959,511	52,834
Net loss per share, Basic	$ (0.16)	$ (48.44)	$ (1.21)	$ (273.66)
Net loss per share, Diluted	$ (0.16)	$ (48.44)	$ (1.21)	$ (273.66)

Share-Based Compensation - Information about Plans (Details) - shares	9 Months Ended
	Sep. 30, 2024	Jun. 30, 2024	Jan. 31, 2024	Dec. 31, 2023	Jan. 31, 2023	Dec. 31, 2022	Jan. 31, 2022	Mar. 31, 2021	Apr. 30, 2020
Share-Based Compensation
Terms of award	10
Significant shareholder threshold used for determining exercise price	10.00%
Exercise price as a percentage of fair value	100.00%
Exercise price as a percentage of fair value for shareholders owning specified minimum amount	110.00%
Option terms for shareholders owning specified minimum amount	5 years
Number of stock options outstanding	1,917,161			6,289		3,771
Minimum
Share-Based Compensation
Vesting period	2 years
Maximum
Share-Based Compensation
Vesting period	4 years
Stock Option and Incentive Plan 2020
Share-Based Compensation
Shares approved for issuance of options or other awards									3,791
Options vested and exercisable	1,953
Stock Option and Incentive Plan 2021
Share-Based Compensation
Shares approved for issuance of options or other awards								6,250
Options available for future grants		3,000,000	31,372		811		807
Number of stock options outstanding	1,915,218
Options vested and exercisable	1,330,435

Net Loss Per Share (Tables)

9 Months Ended

Sep. 30, 2024

Net Loss per Share

Schedule of computation of basic and diluted loss per share


	Three months ended				Nine months ended
	September 30,				September 30,
	2024		2023		2024		2023
Basic and diluted net loss per share
Net loss	$	(2,321,387)	$	(5,299,962)	$	(10,839,013)	$	(14,458,548)
Weighted-average common shares outstanding		14,685,013		109,413		8,959,511		52,834
Net loss per share	$	(0.16)	$	(48.44)	$	(1.21)	$	(273.66)

Property and Equipment (Details) - USD ($)	3 Months Ended		9 Months Ended
Property and Equipment (Details) - USD ($)	Sep. 30, 2024	Sep. 30, 2023	Sep. 30, 2024	Sep. 30, 2023	Dec. 31, 2023
Property and Equipment
Laboratory and computer equipment	$ 405,311		$ 405,311		$ 384,050
Less accumulated depreciation	(343,891)		(343,891)		(263,343)
Total property and equipment, net	61,420		61,420		$ 120,707
Depreciation expense	$ 16,031	$ 31,218	$ 80,548	$ 91,828

Share-Based Compensation - Stock-based Compensation Expense (Details) - USD ($)	3 Months Ended		9 Months Ended
	Sep. 30, 2024	Sep. 30, 2023	Sep. 30, 2024	Sep. 30, 2023
Share-Based Compensation
Remaining unrecognized option compensation expense	$ 1,079,747		$ 1,079,747
Employee Stock Option
Share-Based Compensation
Share-based compensation expense	$ 204,482	$ 392,331	$ 1,531,229	$ 726,575
Period for recognition of stock-based compensation expense			1 year 2 months 12 days

Document and Entity Information - shares	9 Months Ended
Document and Entity Information - shares	Sep. 30, 2024	Nov. 04, 2024
Document and Entity Information
Document Type	10-Q
Document Quarterly Report	true
Document Period End Date	Sep. 30, 2024
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		17,265,658
Entity Central Index Key	0001829635
Current Fiscal Year End Date	--12-31
Document Fiscal Year Focus	2024
Document Fiscal Period Focus	Q3
Amendment Flag	false

Income Taxes

9 Months Ended

Sep. 30, 2024

Income Taxes

Income Taxes

(14) Income Taxes

The Company’s income tax benefit (expense) was $0 for the three and nine months ended September 30, 2024 and 2023. The Company has recorded a full valuation allowance against its net deferred tax assets at September 30, 2024, and December 31, 2023, 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 and nine months ended September 30, 2024 and 2023, was fully offset by changes in the valuation allowance.

At September 30, 2024, and December 31, 2023, 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
-Topic 946
-SubTopic 20
-Name Accounting Standards Codification
-Section 50
-Paragraph 13
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147480990/946-20-50-13

Reference 2: http://www.xbrl.org/2003/role/disclosureRef
-Topic 235
-SubTopic 10
-Name Accounting Standards Codification
-Section S99
-Paragraph 1
-Subparagraph (SX 210.4-08(h)(2))
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147480678/235-10-S99-1

Reference 3: http://www.xbrl.org/2003/role/disclosureRef
-Topic 740
-Name Accounting Standards Codification
-Publisher FASB
-URI https://asc.fasb.org//740/tableOfContent

Reference 4: http://www.xbrl.org/2003/role/disclosureRef
-Topic 740
-SubTopic 10
-Name Accounting Standards Codification
-Section 50
-Paragraph 14
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147482685/740-10-50-14

Reference 5: http://www.xbrl.org/2003/role/disclosureRef
-Topic 740
-SubTopic 10
-Name Accounting Standards Codification
-Section 50
-Paragraph 21
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147482685/740-10-50-21

Reference 6: http://www.xbrl.org/2003/role/disclosureRef
-Topic 740
-SubTopic 270
-Name Accounting Standards Codification
-Section 50
-Paragraph 1
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147482526/740-270-50-1

Reference 7: http://www.xbrl.org/2003/role/disclosureRef
-Topic 740
-SubTopic 10
-Name Accounting Standards Codification
-Section 50
-Paragraph 17
-Subparagraph (b)
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147482685/740-10-50-17

Reference 8: http://www.xbrl.org/2003/role/disclosureRef
-Topic 740
-SubTopic 10
-Name Accounting Standards Codification
-Section S99
-Paragraph 1
-Subparagraph (SAB TOPIC 6.I.5.Q1)
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147479360/740-10-S99-1

Reference 9: http://www.xbrl.org/2003/role/disclosureRef
-Topic 740
-SubTopic 10
-Name Accounting Standards Codification
-Section S99
-Paragraph 2
-Subparagraph (SAB Topic 11.C)
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147479360/740-10-S99-2

Reference 10: http://www.xbrl.org/2003/role/disclosureRef
-Topic 740
-SubTopic 30
-Name Accounting Standards Codification
-Section 50
-Paragraph 2
-Subparagraph (a)
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147482603/740-30-50-2

+ Details

Warrants

9 Months Ended

Sep. 30, 2024

Warrants

Warrants

(10) Warrants

In connection with the IPO, the Company granted the underwriters warrants (the “IPO Underwriter Warrants”) to purchase up to 391 shares of Company common stock at an exercise price of $4,000.00 per share, which amount is 125% of the initial public offering price. The IPO Underwriter Warrants have a five-year term and were not exercisable prior to January 9, 2022. All of the IPO Underwriter Warrants were outstanding at September 30, 2024. The Company accounts for these warrants as a component of stockholders’ equity.

In connection with the February RDO, the Company issued the February Placement Agent Warrants to purchase up to 249 shares of common stock. The February Placement Agent Warrants became exercisable commencing August 17, 2023, expire February 16, 2028, and have an exercise price per share of $527.00 per share. The Company accounts for these warrants as a component of stockholders’ equity.

In connection with an agreement the Company entered into with a consultant in February 2023, the Company agreed to issue warrants (the “Consultant Warrants”) to purchase up to 156 shares of common stock at $400.00 per share. These Consultant Warrants became exercisable any time after August 23, 2023, until February 23, 2028. The Company accounts for these warrants as a component of stockholders’ equity.

In connection with the June RDO, the Company issued 47,525 PFWs, together with 50,000 Series A-1 Warrants and 50,000 Series A-2 Warrants, at a purchase price of $139.60 per PFW. All of these PFWs were exercised prior to the date of these financial statements at $0.40 per share. The Series A-1 Warrants and Series A-2 Warrants became exercisable commencing June 9, 2023, expire three years following the date of sale and have an exercise price of $130.00 per share. The Company also issued warrants to the placement agent to purchase up to 3,500 shares of common stock. The June Placement Agent Warrants became exercisable commencing June 9, 2023, expire three years after issuance, and have an exercise price per share of $175.00 per share. The Company accounts for these warrants as a component of stockholders’ equity.

In connection with the September Offering, the Company issued 404,075 PFWs, at a purchase price of $20.00 per PFW. Each of these PFWs was exercisable at $0.40 per share. All the September Offering PFWs were exercised prior to the date of these financial statements. The Company also issued warrants to the underwriter to purchase up to 21,079 shares of common stock. The September Underwriter Warrants become exercisable commencing 180 days after issuance, expire five years following the date of sale and have an exercise price per share of $25.50. On October 5, 2023,

the underwriter partially exercised its overallotment option to purchase an additional 8,348 shares of common stock. As a result of the partial overallotment exercise, the Company also issued an additional 417 September Underwriter Warrants to the underwriter. The Company accounts for these warrants as a component of stockholders’ equity.

The December Placement Agent Warrants became exercisable on issuance, expire five years after issuance, and have an exercise price per share of $12.10 per share. The Company accounts for these warrants as a component of stockholders’ equity.

In connection with the January 2024 RDO, the Company issued 11,885,246 January 2024 Warrants, 5,513,699 PFWs with no expiration date exercisable at $0.01 per share, and 356,558 January 2024 Placement Agent Warrants. The January 2024 Warrants became exercisable commencing on issuance and are exercisable for three and one-half years from the date of issuance at an exercise price of $1.22 per share. All the PFWs sold in the January 2024 RDO, and 643,605 January 2024 Warrants were exercised prior to the date of these financial statements. The January 2024 Placement Agent Warrants became exercisable on issuance, expire three and one-half years following the date of sale and have an exercise price per share of $1.525. The Company accounts for these warrants as a component of stockholders’ equity.

The July 2024 Placement Agent Warrants become exercisable on January 18, 2025, expire on July 22, 2029, and have an exercise price per share of $0.375. The Company accounts for these warrants as a component of stockholders’ equity.

The following table summarizes the Company’s outstanding or issuable warrants at September 30, 2024:


	Number	Exercise Price
Description	of Shares	Per Share
IPO Underwriter Warrants	391	$	4,000
February Placement Agent Warrants	249		527
Consultant Warrants	156		400
Series A-1 warrants	50,000		130.00
Series A-2 warrants	50,000		130.00
June Placement Agent Warrants	3,500		175.20
September Underwriter Warrants	21,496		25.50
December Placement Agent Warrants	7,500		12.10
January 2024 Common Stock Purchase Warrants	11,241,641		1.22
January 2024 Placement Agent Warrants	356,557		1.525
July 2024 Placement Agent Warrants	500,000		0.375

Insider Trading Arrangements	3 Months Ended
Insider Trading Arrangements	Sep. 30, 2024
Trading Arrangements, by Individual
Rule 10b5-1 Arrangement Adopted	false
Non-Rule 10b5-1 Arrangement Adopted	false
Rule 10b5-1 Arrangement Terminated	false
Non-Rule 10b5-1 Arrangement Terminated	false

Nature of Business and Liquidity

9 Months Ended

Sep. 30, 2024

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 for treating and identifying cancer. TransCode commenced its first clinical trial in August 2023. 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 durable disease regression and long-term patient survival.

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

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

Going Concern

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

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

For the nine months ended September 30, 2024, net cash used in operating activities was approximately $10.2 million and the Company’s net loss was approximately $10.8 million. As of September 30, 2024, the Company had an accumulated deficit of approximately $57.3 million and approximately $1.9 million in cash.

The Company plans to continue development of its lead therapeutic candidate and other candidates, and explore strategic partnerships. Management believes that current cash is sufficient to fund operations and capital requirements into the fourth quarter 2024, but does not believe that existing cash will be sufficient to fund requirements for a full 12 months from the date of these financial statements.

To support continued 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 the date of these financial statements, the Company’s primary source of capital was from the sale of equity securities, previous sales of convertible promissory notes and funds received under an SBIR Award from April 2021 through March 2024. 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 that may be awarded under government and other grants. In September 2024, the Company received its second NIH Award (the “2024 Award”), a Direct to Phase II SBIR Award, from the National Cancer Institute of the NIH. The 2024 Award is to support IND-enabling and clinical trial activities in the Company’s Phase1a clinical trial with its lead candidate, TTX-MC138, over two years. The total 2024 Award is for $1,999,972 of which $1,011,207 applies to the first year and $988,765 applies to the second year.

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 consider additional cost reduction strategies, which may include, among others, amending, delaying, limiting, reducing, or terminating development programs, and the Company may need to seek an in-court or out-of-court restructuring of its liabilities. In the event of such future restructuring activities, holders of the Company’s common stock and other securities will likely suffer a total loss of their investment.

Share-Based Compensation - Grant-date Fair Value of Options Granted (Details) - $ / shares	9 Months Ended	12 Months Ended
	Sep. 30, 2024	Dec. 31, 2023
Share-Based Compensation
Number of Options	1,930,036	2,911
Employee Stock Option
Assumptions Used to Determine the Grant-Date Fair Value of Options Granted
Risk-free interest rate, minimum		4.01%
Risk-free interest rate	4.40%
Risk-free interest rate, maximum		4.72%
Expected term (in years)	6 years	6 years
Expected volatility, minimum		100.60%
Expected volatility	128.80%
Expected volatility, maximum		100.80%
Employee Stock Option \| Minimum
Assumptions Used to Determine the Grant-Date Fair Value of Options Granted
Fair value per share of underlying stock	$ 1.06	$ 226.80
Employee Stock Option \| Maximum
Assumptions Used to Determine the Grant-Date Fair Value of Options Granted
Fair value per share of underlying stock	$ 1.08	$ 238.80

Warrants (Details) - $ / shares						1 Months Ended
Warrants (Details) - $ / shares	Jan. 22, 2024	Oct. 05, 2023	Sep. 26, 2023	Jun. 06, 2023	Feb. 16, 2023	May 31, 2024	Sep. 30, 2024	Jul. 22, 2024	Dec. 04, 2023	Jul. 13, 2021
Underwriting Agreement
Warrants
Shares issued (in shares)			17,500
Price per share (in dollars per share)			$ 20.40
Securities Purchase Agreement
Warrants
Shares issued (in shares)				2,475
Price per share (in dollars per share)	$ 1.22			$ 140.00	$ 421.60				$ 9.68
Commencement period for exercise of warrants, following the date of issuance					6 months
Over-Allotment Option
Warrants
Number of warrants purchased			8,348
Shares issued (in shares)		8,348
IPO Underwriter Warrants
Warrants
Number of warrants purchased							391			391
Exercise price (in dollars per share)							$ 4,000			$ 4,000.00
Underwriter Initial public offering price (in percentage)										125.00%
Term of warrants										5 years
February Placement Agent Warrants
Warrants
Number of warrants purchased							249
Exercise price (in dollars per share)							$ 527
February Placement Agent Warrants \| Securities Purchase Agreement
Warrants
Number of warrants purchased					249
Exercise price (in dollars per share)					$ 527.00
Term of warrants					5 years
Consultant Warrants
Warrants
Number of warrants purchased							156
Exercise price (in dollars per share)							$ 400
Consultant Warrants \| Securities Purchase Agreement
Warrants
Number of warrants purchased					156
Exercise price (in dollars per share)					$ 400.00
June Placement Agent Warrants
Warrants
Number of warrants purchased							3,500
Exercise price (in dollars per share)							$ 175.20
June Placement Agent Warrants \| Securities Purchase Agreement
Warrants
Number of warrants purchased				3,500
Exercise price (in dollars per share)				$ 175.00
Term of warrants				3 years
Pre-funded warrants \| Underwriting Agreement
Warrants
Exercise price (in dollars per share)			$ 0.40
Price per share (in dollars per share)			$ 20.00
Number of warrants sold			404,075
Pre-funded warrants \| Underwriting Agreement \| Maximum
Warrants
Number of warrants purchased			58,480
Pre-funded warrants \| Securities Purchase Agreement
Warrants
Exercise price (in dollars per share)	0.01			$ 0.40
Price per share (in dollars per share)	$ 1.21			$ 139.60
Number of warrants sold	5,513,699			47,525
Series A warrants \| Securities Purchase Agreement
Warrants
Exercise price (in dollars per share)				$ 130.00
Term of warrants				3 years
Series A-1 Warrants
Warrants
Number of warrants purchased							50,000
Exercise price (in dollars per share)							$ 130.00
Series A-1 Warrants \| Securities Purchase Agreement
Warrants
Number of warrants sold				50,000
Series A-2 Warrants
Warrants
Number of warrants purchased							50,000
Exercise price (in dollars per share)							$ 130.00
Series A-2 Warrants \| Securities Purchase Agreement
Warrants
Number of warrants sold				50,000
Underwriter Warrants \| Underwriting Agreement
Warrants
Exercise price (in dollars per share)			$ 25.50
Term of warrants			5 years
Commencement period for exercise of warrants, following the date of issuance			180 days
Underwriter Warrants \| Underwriting Agreement \| Maximum
Warrants
Number of warrants purchased			21,496				21,079
Underwriter Warrants \| Over-Allotment Option
Warrants
Number of warrants sold		417
December Placement Agent Warrants
Warrants
Number of warrants purchased							7,500
Exercise price (in dollars per share)							$ 12.10
December Placement Agent Warrants \| Securities Purchase Agreement
Warrants
Number of warrants purchased									7,500
Exercise price (in dollars per share)									$ 12.10
Term of warrants									5 years
January Warrants
Warrants
Number of warrants purchased							11,241,641
Exercise price (in dollars per share)							$ 1.22
January Warrants \| Securities Purchase Agreement
Warrants
Exercise price (in dollars per share)	$ 1.22
Term of warrants	3 years 6 months
Number of warrants sold	11,885,246
Number of warrants exercised						643,605
January 2024 Placement Agent Warrants
Warrants
Number of warrants purchased							356,557
Exercise price (in dollars per share)							$ 1.525
January 2024 Placement Agent Warrants \| Securities Purchase Agreement
Warrants
Exercise price (in dollars per share)	$ 1.525
Term of warrants	3 years 6 months
Number of warrants sold	356,558
July 2024 Placement Agent Warrants
Warrants
Number of warrants purchased							500,000
Exercise price (in dollars per share)							$ 0.375
July 2024 Placement Agent Warrants \| Securities Purchase Agreement
Warrants
Exercise price (in dollars per share)								$ 0.375

Prepaid Expenses and Other Current Assets (Details) - USD ($)	Sep. 30, 2024	Dec. 31, 2023
Prepaid Expenses and Other Current Assets
Prepaid operating expenses	$ 51,962	$ 116,607
Contract manufacturers and research organizations	772,867	717,686
Insurance premiums	477,453	431,061
Prepaid FICA	422,492	422,492
Prepaid expenses and other current assets	$ 1,724,774	$ 1,687,846

Nature of Business and Liquidity - IPO (Details) $ in Thousands	Jul. 13, 2021 USD ($)
IPO
Nature of Business and Liquidity
Gross proceeds	$ 28,750

BALANCE SHEETS - USD ($)	Sep. 30, 2024	Dec. 31, 2023
Current assets:
Cash	$ 1,875,862	$ 2,767,598
Grant receivable	11,953
Prepaid expenses and other current assets	1,724,774	1,687,846
Total current assets	3,612,589	4,455,444
Property and equipment, net of depreciation	61,420	120,707
Right-of-use asset, net of amortization	150,240	481,694
Security deposit	111,856	111,856
Total assets	3,936,105	5,169,701
Current liabilities:
Accounts payable and accrued expenses	2,131,459	3,051,259
Deferred grant income	0	27,057
Short-term lease liability	152,481	412,280
Total current liabilities	2,283,940	3,490,596
Long-term lease liability		38,291
Total liabilities	2,283,940	3,528,887
Stockholders' equity:
Preferred stock - $0.0001 par value; 10,000,000 shares authorized at September 30, 2024, and December 31, 2023; -0- shares issued and outstanding at September 30, 2024 and December 31, 2023
Common stock - $0.0001 par value, 290,000,000 shares authorized at September 30, 2024, and December 31, 2023; 17,265,658 and 627,448 shares issued and outstanding at September 30, 2024, and December 31, 2023, respectively	1,727	63
Additional paid-in capital	58,905,795	48,057,095
Accumulated deficit	(57,255,357)	(46,416,344)
Total stockholders' equity	1,652,165	1,640,814
Total liabilities and stockholders' equity	$ 3,936,105	$ 5,169,701

Commitments and Contingencies - Collaboration Agreement and Litigation (Details) - USD ($)		1 Months Ended	3 Months Ended		9 Months Ended
	Jul. 29, 2022	Jan. 31, 2023	Sep. 30, 2024	Sep. 30, 2023	Sep. 30, 2024	Sep. 30, 2023
Employee Severance \| Maximum
Commitments and Contingencies
Aggregate amount of severance					$ 1,031,400
Collaboration Agreement
Commitments and Contingencies
Amount paid to company as prepaid expenses		$ 250,000
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
Total expenses incurred under the arrangement			$ 0	$ 0	$ 0	$ 0

Accounts Payable and Accrued Expenses (Details) - USD ($)	Sep. 30, 2024	Dec. 31, 2023
Accounts Payable and Accrued Expenses
Professional and general consulting fees	$ 747,063	$ 375,550
R&D-related - CMOs, CROs, supplies, equipment and consulting	987,935	1,260,578
General expenses	116,186	295,508
Insurance premiums	114,410	400,236
Payroll and benefits	119,452	589,404
Accrued license payments	46,413	129,983
Total accounts payable and accrued expenses	2,131,459	3,051,259
Outstanding payables to CROs or CMOs	$ 890,676	$ 1,020,875

Warrants - Summary of Company's Outstanding or Issuable Warrants (Details) - $ / shares	Sep. 30, 2024	Jul. 13, 2021
IPO Underwriter Warrants
Warrants
Number of warrants purchased	391	391
Exercise price (in dollars per share)	$ 4,000	$ 4,000.00
February Placement Agent Warrants
Warrants
Number of warrants purchased	249
Exercise price (in dollars per share)	$ 527
Consultant Warrants
Warrants
Number of warrants purchased	156
Exercise price (in dollars per share)	$ 400
Series A-1 warrants
Warrants
Number of warrants purchased	50,000
Exercise price (in dollars per share)	$ 130.00
Series A-2 warrants
Warrants
Number of warrants purchased	50,000
Exercise price (in dollars per share)	$ 130.00
June Placement Agent Warrants
Warrants
Number of warrants purchased	3,500
Exercise price (in dollars per share)	$ 175.20
September Underwriter Warrants
Warrants
Number of warrants purchased	21,496
Exercise price (in dollars per share)	$ 25.50
December Placement Agent Warrants
Warrants
Number of warrants purchased	7,500
Exercise price (in dollars per share)	$ 12.10
January 2024 Common Stock Purchase Warrants
Warrants
Number of warrants purchased	11,241,641
Exercise price (in dollars per share)	$ 1.22
January 2024 Placement Agent Warrants
Warrants
Number of warrants purchased	356,557
Exercise price (in dollars per share)	$ 1.525
July 2024 Placement Agent Warrants
Warrants
Number of warrants purchased	500,000
Exercise price (in dollars per share)	$ 0.375

Grant Income

9 Months Ended

Sep. 30, 2024

Grant Income

Grant Income

(7) Grant Income

In April 2021, the Company received a Fast-Track Small Business Innovation Research, or SBIR, Award from the National Cancer Institute of the National Institutes of Health (the “NIH”). The Award 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. In May 2022, second-year funding of $1,129,316 was made available to the Company. In April 2023, the Company received funding of $870,684 for the third year of the SBIR Award. Income under the grant was recognized as work under the grant was completed. The Company recognized

grant income of $11,953 and $27,441 for the three months ended September 30, 2024 and 2023, respectively, and $39,010 and $895,786, respectively, for the nine months ended September 30, 2024 and 2023. The Company recorded grant income receivable of $11,953 and $0 at September 30, 2024, and December 31, 2023, respectively. The Company had deferred grant income of $0 and $27,057 at September 30, 2024, and December 31, 2023, respectively.

In September 2024, the Company received its second NIH Award (the “2024 Award”), a Direct to Phase II SBIR Award, from the National Cancer Institute of the NIH. The 2024 Award is to support IND-enabling and clinical trial activities in the Company’s Phase1a clinical trial with its lead candidate, TTX-MC138, over two years. The total 2024 Award is for $1,999,972 of which $1,011,207 applies to the first year and $988,765 applies to the second year.

Net Loss per Share - Computation of basic and diluted loss per share (Details) - USD ($)	3 Months Ended						9 Months Ended
	Sep. 30, 2024	Jun. 30, 2024	Mar. 31, 2024	Sep. 30, 2023	Jun. 30, 2023	Mar. 31, 2023	Sep. 30, 2024	Sep. 30, 2023
Numerator
Net loss	$ (2,321,387)	$ (5,190,814)	$ (3,326,812)	$ (5,299,962)	$ (4,341,653)	$ (4,816,934)	$ (10,839,013)	$ (14,458,548)
Denominator
Weighted-average common shares outstanding, Basic	14,685,013			109,413			8,959,511	52,834
Weighted-average common shares outstanding, Diluted	14,685,013			109,413			8,959,511	52,834
Net loss per share, Basic	$ (0.16)			$ (48.44)			$ (1.21)	$ (273.66)
Net loss per share, Diluted	$ (0.16)			$ (48.44)			$ (1.21)	$ (273.66)

- 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
-Topic 250
-SubTopic 10
-Name Accounting Standards Codification
-Section 50
-Paragraph 3
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147483443/250-10-50-3

Reference 2: http://www.xbrl.org/2003/role/disclosureRef
-Topic 260
-SubTopic 10
-Name Accounting Standards Codification
-Section 55
-Paragraph 15
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147482635/260-10-55-15

Reference 3: http://www.xbrl.org/2003/role/disclosureRef
-Topic 815
-SubTopic 40
-Name Accounting Standards Codification
-Section 65
-Paragraph 1
-Subparagraph (e)(4)
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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

Prepaid Expenses and Other Current Assets (Tables)

9 Months Ended

Sep. 30, 2024

Prepaid Expenses and Other Current Assets

Schedule of prepaid expenses and other current assets


	September 30,		December 31,
	2024		2023
Prepaid operating expenses	$	51,962	$	116,607
Contract manufacturers and research organizations		772,867		717,686
Insurance premiums		477,453		431,061
Prepaid FICA		422,492		422,492
	$	1,724,774	$	1,687,846

Grant Income (Details) - USD ($)	1 Months Ended		3 Months Ended		9 Months Ended		12 Months Ended
Grant Income (Details) - USD ($)	Sep. 30, 2024	Apr. 30, 2021	Sep. 30, 2024	Sep. 30, 2023	Sep. 30, 2024	Sep. 30, 2023	Dec. 31, 2023	Apr. 30, 2023	May 31, 2022	May 31, 2021
Grant Income
Expected award amount	$ 1,999,972	$ 2,392,845	$ 1,999,972		$ 1,999,972
Grant term (in years)	2 years	3 years
Deferred grant income								$ 870,684	$ 1,129,316	$ 308,861
Grant income recognized			11,953	$ 27,441	39,010	$ 895,786
Grant income receivable					11,953		$ 0
Deferred grant income	$ 0		0		0		$ 27,057
First Year Award
Grant Income
Expected award amount	1,011,207		1,011,207		1,011,207
Second Year Award
Grant Income
Expected award amount	$ 988,765		$ 988,765		$ 988,765

Commitments and Contingencies (Details)		1 Months Ended	12 Months Ended
Commitments and Contingencies (Details)	Feb. 01, 2023 USD ($)	Mar. 31, 2021 USD ($) ft²	Dec. 31, 2022 USD ($) ft²	Sep. 30, 2024 USD ($)
Leases
Rental expenses year one				37,285
Rental expenses year two				38,403
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
Operating lease liability	$ 900,000
Total sublease commitment			$ 900,000
Massachusetts Biomedical Initiatives, Inc. ("MBI") \| Operating Expense
Leases
Rent payments (per month)		$ 3,105

Summary of Significant Accounting Policies

9 Months Ended

Sep. 30, 2024

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)Reverse Stock Split

(m)Collaboration Agreements

(n)Leases

(o) Warrant Accounting

(p) Recent Accounting Pronouncements

Summary of Significant Accounting Policies (Tables)

9 Months Ended

Sep. 30, 2024

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

Net Loss per Share

9 Months Ended

Sep. 30, 2024

Net Loss per Share

Net Loss per Share

(13) Net Loss per Share

The Company reported net losses for the three and nine months ended September 30, 2024 and 2023. Reported basic and diluted net loss per share attributable to common stockholders are the same for each period 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.

In accordance with ASC 260-10-45-13, a pre-funded, or penny, warrant is an instrument that requires the holder to pay little or no consideration to receive the shares upon exercise of the warrant. Since the shares underlying the PFWs are issuable for little or no consideration, the Company considered them outstanding in the context of basic earnings per share.

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


	Three months ended				Nine months ended
	September 30,				September 30,
	2024		2023		2024		2023
Basic and diluted net loss per share
Net loss	$	(2,321,387)	$	(5,299,962)	$	(10,839,013)	$	(14,458,548)
Weighted-average common shares outstanding		14,685,013		109,413		8,959,511		52,834
Net loss per share	$	(0.16)	$	(48.44)	$	(1.21)	$	(273.66)

Commitments and Contingencies (Tables)

9 Months Ended

Sep. 30, 2024

Commitments and Contingencies.

Schedule of lease cost


	Nine Months
	Ended
Operating Leases	September 30, 2024
Weighted average remaining lease term (years)	0.3
Weighted average discount rate	3.6	%


Year ending December 31,
2024	$	115,217
2025		38,291
Total undiscounted lease payments		153,508
Imputed interest		(1,027)
Lease liability	$	152,481

Schedule of milestone payments the company shall pay to licensor


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

STATEMENTS OF STOCKHOLDERS' EQUITY (DEFICIT) - USD ($)	Common Stock	Additional Paid-In Capital	Accumulated Deficit	Total
Balance, beginning of period at Dec. 31, 2022	$ 2	$ 31,110,943	$ (27,870,249)	$ 3,240,696
Balance, beginning of period (in shares) at Dec. 31, 2022	16,222
Increase (Decrease) in Stockholders' Equity (Deficit)
Net loss			(4,816,934)	(4,816,934)
Issuances of common stock, net		1,180,686		1,180,686
Issuances of common stock, net (in shares)	3,558
Share-based compensation		158,760		158,760
Balance, end of period at Mar. 31, 2023	$ 2	32,450,389	(32,687,183)	(236,792)
Balance, end of period (in shares) at Mar. 31, 2023	19,780
Balance, beginning of period at Dec. 31, 2022	$ 2	31,110,943	(27,870,249)	3,240,696
Balance, beginning of period (in shares) at Dec. 31, 2022	16,222
Increase (Decrease) in Stockholders' Equity (Deficit)
Net loss				(14,458,548)
Balance, end of period at Sep. 30, 2023	$ 27	46,768,665	(42,328,798)	4,439,894
Balance, end of period (in shares) at Sep. 30, 2023	267,193
Balance, beginning of period at Mar. 31, 2023	$ 2	32,450,389	(32,687,183)	(236,792)
Balance, beginning of period (in shares) at Mar. 31, 2023	19,780
Increase (Decrease) in Stockholders' Equity (Deficit)
Net loss			(4,341,653)	(4,341,653)
Issuances of common stock, net	$ 3	6,495,421		6,495,424
Issuances of common stock, net (in shares)	28,987
Share-based compensation		175,484		175,484
Balance, end of period at Jun. 30, 2023	$ 5	39,121,294	(37,028,836)	2,092,463
Balance, end of period (in shares) at Jun. 30, 2023	48,767
Increase (Decrease) in Stockholders' Equity (Deficit)
Net loss			(5,299,962)	(5,299,962)
Issuances of common stock, net	$ 22	7,255,040		7,255,062
Issuances of common stock, net (in shares)	218,426
Share-based compensation		392,331		392,331
Balance, end of period at Sep. 30, 2023	$ 27	46,768,665	(42,328,798)	4,439,894
Balance, end of period (in shares) at Sep. 30, 2023	267,193
Balance, beginning of period at Dec. 31, 2023	$ 63	48,057,095	(46,416,344)	1,640,814
Balance, beginning of period (in shares) at Dec. 31, 2023	627,448
Increase (Decrease) in Stockholders' Equity (Deficit)
Net loss			(3,326,812)	(3,326,812)
Issuances of common stock, net	$ 518	6,086,623		6,087,141
Issuances of common stock, net (in shares)	5,180,605
Share-based compensation		183,152		183,152
Balance, end of period at Mar. 31, 2024	$ 581	54,326,870	(49,743,156)	4,584,295
Balance, end of period (in shares) at Mar. 31, 2024	5,808,053
Balance, beginning of period at Dec. 31, 2023	$ 63	48,057,095	(46,416,344)	1,640,814
Balance, beginning of period (in shares) at Dec. 31, 2023	627,448
Increase (Decrease) in Stockholders' Equity (Deficit)
Net loss				(10,839,013)
Balance, end of period at Sep. 30, 2024	$ 1,727	58,905,795	(57,255,357)	1,652,165
Balance, end of period (in shares) at Sep. 30, 2024	17,265,658
Balance, beginning of period at Mar. 31, 2024	$ 581	54,326,870	(49,743,156)	4,584,295
Balance, beginning of period (in shares) at Mar. 31, 2024	5,808,053
Increase (Decrease) in Stockholders' Equity (Deficit)
Net loss			(5,190,814)	(5,190,814)
Issuances of common stock, net	$ 146	785,052		785,198
Issuances of common stock, net (in shares)	1,457,605
Share-based compensation		1,143,595		1,143,595
Balance, end of period at Jun. 30, 2024	$ 727	56,255,517	(54,933,970)	1,322,274
Balance, end of period (in shares) at Jun. 30, 2024	7,265,658
Increase (Decrease) in Stockholders' Equity (Deficit)
Net loss			(2,321,387)	(2,321,387)
Issuances of common stock, net	$ 1,000	2,445,796		2,446,796
Issuances of common stock, net (in shares)	10,000,000
Share-based compensation		204,482		204,482
Balance, end of period at Sep. 30, 2024	$ 1,727	$ 58,905,795	$ (57,255,357)	$ 1,652,165
Balance, end of period (in shares) at Sep. 30, 2024	17,265,658

- Definition

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

+ References

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- Definition

Equity impact of the value of new stock issued during the period. Includes shares issued in an initial public offering or a secondary public offering.

+ References + Details

- Definition

Amount of equity (deficit) attributable to parent. Excludes temporary equity and equity attributable to noncontrolling interest.

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-Publisher FASB
-URI https://asc.fasb.org//1943274/2147480418/310-10-S99-2

+ Details

Prepaid Expenses and Other Current Assets

9 Months Ended

Sep. 30, 2024

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:


	September 30,		December 31,
	2024		2023
Prepaid operating expenses	$	51,962	$	116,607
Contract manufacturers and research organizations		772,867		717,686
Insurance premiums		477,453		431,061
Prepaid FICA		422,492		422,492
	$	1,724,774	$	1,687,846

Share-Based Compensation

9 Months Ended

Sep. 30, 2024

Share-Based Compensation

Share-Based Compensation

(11) Share-Based Compensation

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 3,791 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 6,250 shares of the Company’s common stock. The number of options or other awards available under the 2021 Plan increased 807 shares in January 2022; 811 shares in January 2023; 31,372 shares in January 2024; and 3,000,000 shares in June 2024.

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).

Of options awarded under the 2021 Plan, 1,915,218 were outstanding at September 30, 2024.

At September 30, 2024, there were 1,953 options outstanding under the 2020 Plan that were vested and exercisable and 1,330,435 options outstanding under the 2021 Plan that were vested and exercisable. 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, 2022	3,771	$	592.00	5.3
Granted	2,911		226.88	6.4
Exercised	—		—	—
Forfeited	(393)		459.02	—
Outstanding at December 31, 2023	6,289		419.58	3.7
Granted	1,930,036		1.20	6
Exercised	—		—	—
Forfeited	(19,164)		18.89	—
Outstanding at September 30, 2024	1,917,161	$	2.54	9.5

The intrinsic value of the outstanding options as of September 30, 2024, was $0.

Option Valuation

Options to purchase 1,930,036 shares of common stock were granted in the nine months ended September 30, 2024. The assumptions that the Company used to determine the grant-date fair value of options granted in the nine months ended September 30, 2024, and the year ended December 31, 2023, were as follows:


	Nine months ended	Year ended
	September 30, 2024	December 31, 2023
Risk-free interest rate	4.4%	4.01% - 4.72%
Expected term (in years)	6.0	6.0
Expected volatility	128.8%	100.6% - 100.8%
Expected dividend yield	—	—
Fair value per share of underlying stock	$1.06 - $1.08	$226.80 - $238.80

The Company recorded share-based compensation expense of $204,482 and $1,531,229 during the three and nine months ended September 30, 2024, respectively, and $392,331 and $726,575 during the three and nine months ended September 30, 2023, respectively. Share-based compensation in all periods was entirely related to stock options. The remaining share-based compensation expense to be recognized in the future is $1,079,747 over approximately 1.2 years.

Property and Equipment

9 Months Ended

Sep. 30, 2024

Property and Equipment

Property and Equipment

(5) Property and Equipment

Property and equipment, net consisted of the following:


	September 30,		December 31,
	2024		2023
Laboratory and computer equipment	$	405,311	$	384,050
Less accumulated depreciation		(343,891)		(263,343)
Total property and equipment, net	$	61,420	$	120,707

Depreciation expense for the three months ended September 30, 2024 and 2023, was $16,031 and $31,218, respectively, and $80,548 and $91,828, respectively, for the nine months ended September 30, 2024 and 2023.