0001558370-22-017304 | 10-Q | XBRL Viewer

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Document and Entity Information - shares	9 Months Ended
Document and Entity Information - shares	Sep. 30, 2022	Nov. 03, 2022
Document Type	10-Q
Document Quarterly Report	true
Document Transition Report	false
Document Period End Date	Sep. 30, 2022
Entity File Number	001-40675
Entity Registrant Name	Immuneering Corp
Entity Incorporation, State or Country Code	DE
Entity Tax Identification Number	26-1976972
Entity Address, Address Line One	245 Main St
Entity Address, Address Line Two	Second Floor
Entity Address, City or Town	Cambridge
Entity Address State Or Province	MA
Entity Address, Postal Zip Code	02142
City Area Code	617
Local Phone Number	500-8080
Title of 12(b) Security	Class A common Stock, par value $0.001 per share
Trading Symbol	IMRX
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 Central Index Key	0001790340
Current Fiscal Year End Date	--12-31
Document Fiscal Year Focus	2022
Document Fiscal Period Focus	Q3
Amendment Flag	false
Class A Common Stock
Entity Common Stock, Shares Outstanding		26,404,732
Class B Common Stock
Entity Common Stock, Shares Outstanding		0

CONDENSED CONSOLIDATED BALANCE SHEETS - USD ($)	Sep. 30, 2022	Dec. 31, 2021
Current assets:
Cash and cash equivalents	$ 76,417,850	$ 74,888,145
Marketable securities, current	40,779,440	74,311,203
Accounts receivable	70,180	246,040
Prepaids and other current assets	2,757,220	2,888,608
Total current assets	120,024,690	152,333,996
Marketable securities, non-current		996,560
Property and equipment, net	1,310,067	807,223
Goodwill	6,690,431	6,701,726
Intangible asset	416,263	439,000
Right-of-use assets, net	4,512,883	5,324,198
Other assets	737,293	102,129
Total assets	133,691,627	166,704,832
Current liabilities:
Accounts payable	2,338,380	1,394,340
Accrued expenses	4,564,136	3,965,447
Other liabilities, current	44,562
Lease liabilities, current	308,694	274,039
Total current liabilities	7,255,772	5,633,826
Long-term liabilities:
Lease liabilities, non-current	4,542,653	5,090,897
Total liabilities	11,798,425	10,724,723
Commitments and contingencies (Note 12)
Stockholders'equity:
Preferred stock, $0.001 par value; 10,000,000 shares authorized at September 30, 2022 and December 31, 2021; 0 shares issued or outstanding at September 30, 2022 and December 31, 2021
Additional paid-in capital	218,550,665	215,276,186
Accumulated other comprehensive loss	(142,473)	(49,009)
Accumulated deficit	(96,541,395)	(59,273,388)
Total stockholders' equity	121,893,202	155,980,109
Total liabilities and stockholders' equity	133,691,627	166,704,832
Class A Common Stock
Stockholders'equity:
Common stock	26,405	26,320
Class B Common Stock
Stockholders'equity:
Common stock

CONDENSED CONSOLIDATED BALANCE SHEETS (Parentheticals) - $ / shares	Sep. 30, 2022	Dec. 31, 2021
Preferred stock, par value per share (in dollars per share)	$ 0.001	$ 0.001
Preferred stock authorized (in shares)	10,000,000	10,000,000
Preferred stock, shares issued (in shares)	0	0
Preferred stock, shares outstanding (in shares)	0	0
Class A Common Stock
Common stock, par value per share (in dollars per share)	$ 0.001	$ 0.001
Common stock, shares authorized (in shares)	200,000,000	200,000,000
Common stock, shares issued (in shares)	26,404,732	26,320,199
Common stock, shares outstanding (in shares)	26,404,732	26,320,199
Class B Common Stock
Common stock, par value per share (in dollars per share)	$ 0.001	$ 0.001
Common stock, shares authorized (in shares)	20,000,000	20,000,000
Common stock, shares issued (in shares)	0	0
Common stock, shares outstanding (in shares)	0	0

CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS AND COMPREHENSIVE LOSS - USD ($)	3 Months Ended		9 Months Ended
	Sep. 30, 2022	Sep. 30, 2021	Sep. 30, 2022	Sep. 30, 2021
CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS AND COMPREHENSIVE LOSS
Revenue	$ 38,380	$ 482,130	$ 316,497	$ 1,890,370
Cost of revenue	19,343	219,088	158,122	946,852
Gross profit	19,037	263,042	158,375	943,518
Operating expenses
Research and development	9,363,838	6,207,486	26,395,355	18,590,471
General and administrative	3,836,032	2,598,940	11,500,144	5,123,361
Amortization of intangible asset	7,317		22,737
Total operating expenses	13,207,187	8,806,426	37,918,236	23,713,832
Loss from operations	(13,188,150)	(8,543,384)	(37,759,861)	(22,770,314)
Other income (expense)
Interest income	222,985	17,400	498,288	27,014
Other income (expense)	120,835	(8,089)	(6,434)	(8,089)
Net loss	$ (12,844,330)	$ (8,534,073)	$ (37,268,007)	$ (22,751,389)
Net loss per share attributable to common stockholders, basic	$ (0.49)	$ (0.47)	$ (1.41)	$ (2.41)
Net loss per share attributable to common stockholders, diluted	$ (0.49)	$ (0.47)	$ (1.41)	$ (2.41)
Weighted-average common shares outstanding, basic	26,394,490	18,286,352	26,380,101	9,445,862
Weighted-average common shares outstanding, diluted	26,394,490	18,286,352	26,380,101	9,445,862
Other comprehensive loss:
Unrealized gains/(losses) from marketable securities	$ 39,088	$ (4,751)	$ (93,464)	$ (4,751)
Comprehensive Loss	$ (12,805,242)	$ (8,538,824)	$ (37,361,471)	$ (22,756,140)

CONDENSED CONSOLIDATED STATEMENTS OF CONVERTIBLE PREFERRED STOCK AND STOCKHOLDERS' EQUITY (DEFICIT) - USD ($)	Preferred Stock Series A Preferred Stock	Preferred Stock Series B Preferred Stock	Preferred Stock	Common Stock Class A Common Stock	Additional Paid-In Capital	Accumulated other comprehensive loss	Accumulated Deficit	Total
Beginning Balance (in shares) at Dec. 31, 2020				4,950,129
Beginning Balance at Dec. 31, 2020				$ 4,950	$ 3,251,240		$ (25,737,640)	$ (22,481,450)
Increase (Decrease) in Stockholders' Equity [Roll Forward]
Stock-based compensation expense					182,225			182,225
Net loss							(6,229,651)	(6,229,651)
Ending Balance at Mar. 31, 2021				$ 4,950	3,433,465		(31,967,291)	(28,528,876)
Ending Balance (in shares) at Mar. 31, 2021				4,950,129
Beginning Balance at Dec. 31, 2020	$ 21,119,940	$ 36,983,910	$ 58,103,850
Beginning Balance (in shares) at Dec. 31, 2020	2,495,933	3,619,292
Ending Balance at Mar. 31, 2021	$ 21,119,940	$ 36,983,910	58,103,850
Ending Balance (in shares) at Mar. 31, 2021	2,495,933	3,619,292
Beginning Balance (in shares) at Dec. 31, 2020				4,950,129
Beginning Balance at Dec. 31, 2020				$ 4,950	3,251,240		(25,737,640)	(22,481,450)
Increase (Decrease) in Stockholders' Equity [Roll Forward]
Net loss								(22,751,389)
Ending Balance at Sep. 30, 2021				$ 25,938	206,761,467	$ (4,751)	(48,489,029)	158,293,625
Ending Balance (in shares) at Sep. 30, 2021				25,938,064
Beginning Balance at Dec. 31, 2020	$ 21,119,940	$ 36,983,910	58,103,850
Beginning Balance (in shares) at Dec. 31, 2020	2,495,933	3,619,292
Beginning Balance (in shares) at Mar. 31, 2021				4,950,129
Beginning Balance at Mar. 31, 2021				$ 4,950	3,433,465		(31,967,291)	(28,528,876)
Increase (Decrease) in Stockholders' Equity [Roll Forward]
Issuance of common stock upon exercise of stock options				$ 18	52,609			52,627
Issuance of common stock upon exercise of stock options (in shares)				17,499
Issuance of common stock upon exercise of warrants				$ 308	926,817			927,125
Issuance of common stock upon exercise of warrants (in shares)				308,308
Stock-based compensation expense					351,009			351,009
Net loss							(7,987,665)	(7,987,665)
Ending Balance at Jun. 30, 2021				$ 5,276	4,763,900		(39,954,956)	(35,185,780)
Ending Balance (in shares) at Jun. 30, 2021				5,275,936
Beginning Balance at Mar. 31, 2021	$ 21,119,940	$ 36,983,910	58,103,850
Beginning Balance (in shares) at Mar. 31, 2021	2,495,933	3,619,292
Increase (Decrease) in Temporary Equity [Roll Forward]
Issuance of convertible preferred stock, net of issuance costs		$ 24,788,851	24,788,851
Issuance of convertible preferred stock, net of issuance costs (in shares)		2,412,853
Ending Balance at Jun. 30, 2021	$ 21,119,940	$ 61,772,761	82,892,701
Ending Balance (in shares) at Jun. 30, 2021	2,495,933	6,032,145
Increase (Decrease) in Stockholders' Equity [Roll Forward]
Issuance of common stock upon exercise of stock options				$ 98	294,191			294,289
Issuance of common stock upon exercise of stock options (in shares)				97,847
Conversion of Preferred Stock into common stock	$ (21,119,940)	$ (61,772,761)	$ (82,892,701)	$ 11,939	82,880,762			82,892,701
Conversion of Preferred Stock into common stock (in shares)	(2,495,933)	(6,032,145)		11,939,281
Issuance of common stock upon initial public offering, net of issuance costs				$ 8,625	118,185,808			118,194,433
Issuance of common stock upon initial public offering, net of issuance costs (in shares)				8,625,000
Stock-based compensation expense					636,806			636,806
Net loss							(8,534,073)	(8,534,073)
Other comprehensive loss						(4,751)		(4,751)
Ending Balance at Sep. 30, 2021				$ 25,938	206,761,467	(4,751)	(48,489,029)	158,293,625
Ending Balance (in shares) at Sep. 30, 2021				25,938,064
Beginning Balance (in shares) at Dec. 31, 2021				26,320,199
Beginning Balance at Dec. 31, 2021				$ 26,320	215,276,186	(49,009)	(59,273,388)	155,980,109
Increase (Decrease) in Stockholders' Equity [Roll Forward]
Issuance of common stock upon exercise of stock options				$ 63	193,048			193,111
Issuance of common stock upon exercise of stock options (in shares)				63,100
Stock-based compensation expense					897,650			897,650
Net loss							(12,896,374)	(12,896,374)
Other comprehensive loss						(118,386)		(118,386)
Ending Balance at Mar. 31, 2022				$ 26,383	216,366,884	(167,395)	(72,169,762)	144,056,110
Ending Balance (in shares) at Mar. 31, 2022				26,383,299
Beginning Balance (in shares) at Dec. 31, 2021				26,320,199
Beginning Balance at Dec. 31, 2021				$ 26,320	215,276,186	(49,009)	(59,273,388)	$ 155,980,109
Increase (Decrease) in Stockholders' Equity [Roll Forward]
Issuance of common stock upon exercise of stock options (in shares)								84,533
Net loss								$ (37,268,007)
Ending Balance at Sep. 30, 2022				$ 26,405	218,550,665	(142,473)	(96,541,395)	121,893,202
Ending Balance (in shares) at Sep. 30, 2022				26,404,732
Beginning Balance (in shares) at Mar. 31, 2022				26,383,299
Beginning Balance at Mar. 31, 2022				$ 26,383	216,366,884	(167,395)	(72,169,762)	144,056,110
Increase (Decrease) in Stockholders' Equity [Roll Forward]
Issuance of common stock upon exercise of stock options				$ 9	27,775			27,784
Issuance of common stock upon exercise of stock options (in shares)				9,000
Stock-based compensation expense					1,052,421			1,052,421
Net loss							(11,527,303)	(11,527,303)
Other comprehensive loss						(14,166)		(14,166)
Ending Balance at Jun. 30, 2022				$ 26,392	217,447,080	(181,561)	(83,697,065)	133,594,846
Ending Balance (in shares) at Jun. 30, 2022				26,392,299
Increase (Decrease) in Stockholders' Equity [Roll Forward]
Issuance of common stock upon exercise of stock options				$ 13	37,373			37,386
Issuance of common stock upon exercise of stock options (in shares)				12,433
Stock-based compensation expense					1,066,212			1,066,212
Net loss							(12,844,330)	(12,844,330)
Other comprehensive loss						39,088		39,088
Ending Balance at Sep. 30, 2022				$ 26,405	$ 218,550,665	$ (142,473)	$ (96,541,395)	$ 121,893,202
Ending Balance (in shares) at Sep. 30, 2022				26,404,732

CONDENSED CONSOLIDATED STATEMENTS OF CONVERTIBLE PREFERRED STOCK AND STOCKHOLDERS' EQUITY (DEFICIT) (Parentheticals)	3 Months Ended
	Sep. 30, 2021 USD ($)
CONDENSED CONSOLIDATED STATEMENTS OF CONVERTIBLE PREFERRED STOCK AND STOCKHOLDERS' EQUITY (DEFICIT)
Issuance costs	$ 2,124,317

CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS - USD ($)	9 Months Ended
	Sep. 30, 2022	Sep. 30, 2021
Cash flows from operating activities:
Net loss	$ (37,268,007)	$ (22,751,389)
Adjustment to reconcile to net loss to net cash used in operating activities:
Depreciation expense	170,337	30,652
Right-of-use asset amortization	414,444	75,922
Intangible asset amortization	22,737
Stock based compensation expense	3,016,283	1,170,040
Net amortization of premium on marketable securities	47,979	8,548
(Increase) decrease in:
Accounts receivable	175,860	28,735
Prepaid expenses and other current assets	166,413	(3,122,547)
Other assets	(356,117)
Increase (decrease) in:
Accounts payable	944,040	314,616
Accrued expenses	385,536	2,689,860
Lease liability	(116,718)	(56,329)
Other liabilities	44,562
Net cash used in operating activities	(32,352,651)	(21,611,892)
Cash flows from investing activities:
Purchases of property and equipment	(673,181)	(47,734)
Purchases of marketable securities	(37,726,144)	(52,760,299)
Maturities of marketable securities	72,078,000
Net cash provided by (used in) investing activities	33,678,675	(52,808,033)
Cash flows from financing activities:
Proceeds from exercise of stock options	258,281	346,915
Proceeds from initial public offering of common stock, net of commissions and underwriting		120,318,750
Payment of initial public offering costs		(2,124,317)
Payment of offering costs	(54,600)
Proceeds from exercise of warrants		927,125
Net cash provided by financing activities	203,681	144,257,324
Net increase in cash and cash equivalents	1,529,705	69,837,399
Cash and cash equivalents at beginning of period	74,888,145	37,090,151
Cash and cash equivalents at end of period	76,417,850	106,927,550
Supplemental disclosures of noncash information:
Conversion of convertible Series A and B preferred stock into common stock		82,892,701
Reduction of right of use asset and lease liability in connection with lease modification	396,901
Deferred offering costs included in accounts payable and accrued expenses	$ 224,448
Series B Preferred Stock
Cash flows from financing activities:
Proceeds from the issuance of Series B preferred stock, net of issuance costs		$ 24,788,851

Organization and Nature of Business

9 Months Ended

Sep. 30, 2022

Organization and Nature of Business

Organization and Nature of Business

Note 1 – Organization and Nature of Business

Immuneering Corporation, a Delaware corporation, (“Immuneering” or the “Company”) was incorporated in 2008. The Company aims to create medicines for all patients with solid tumors driven by RAS mutations and other MAPK pathway activation events. The Company has more than a decade of experience applying translational bioinformatics to generate insights into drug mechanism of action and patient treatment response. Building on this experience, the Company’s disease-agnostic discovery platform enables the Company to create product candidates based on 1) biological insights that are both counterintuitive and deeply rooted in data, and 2) novel chemistry.

On October 30, 2019, Immuneering formed a wholly owned subsidiary, Immuneering Securities Corporation (“ISC”), a Massachusetts securities corporation, for the sole purpose of buying, selling and holding securities on the Company’s behalf.

On December 22, 2021, the Company acquired all outstanding shares of capital stock of BioArkive, Inc. (“BioArkive”), a California corporation, which as a result became a wholly owned subsidiary.

Immuneering, ISC and BioArkive are collectively referred to as “the Company” throughout these condensed consolidated financial statements.

The Company is subject to a number of inherent risks associated with any biotechnology company that has substantial expenditures for research and development. These risks include, but are not limited to, the need to obtain adequate additional funding, possible failure of clinical trials or other events demonstrating lack of clinical safety or efficacy of its product candidates, dependence on key personnel, reliance on third-party service providers for manufacturing drug product and conducting clinical trials, the ability to successfully secure its proprietary technology, and risks related to the regulatory approval and commercialization of a product candidate. There can be no assurance that the Company’s research and development program will be successful. In addition, the Company operates in an environment of rapid technological change and is largely dependent on the services of its employees, advisors, and consultants.

On August 3, 2021, the Company completed its initial public offering (“IPO”) pursuant to which it issued and sold 8,625,000 shares of its Class A common stock, inclusive of 1,125,000 shares of its Class A common stock sold pursuant to the full exercise of the underwriters’ option to purchase additional shares. The aggregate net proceeds received by the Company from the IPO were $120,318,750, after deducting underwriting discounts and commissions, but before deducting offering costs payable by the Company, which were $2,124,317. Upon the closing of the IPO, all 8,528,078 shares of the Company’s convertible preferred stock then outstanding automatically converted into 11,939,281 shares of Class A common stock. Upon the conversion of the convertible preferred stock, the Company reclassified the carrying value of the convertible preferred stock to common stock (at par value) and additional paid-in capital.

To date, the Company has funded its operations through service revenues, and with proceeds from the sale of its capital stock and convertible notes and, most recently, with proceeds from the IPO. The Company has incurred recurring losses over the past several years and as of September 30, 2022, the Company had an accumulated deficit of $96,541,395. The Company expects to continue to generate operating losses for the foreseeable future. The future viability of the Company is dependent on its ability to raise additional capital to finance its operations. The Company’s inability to raise capital as and when needed could have a negative impact on its financial condition and ability to pursue its business strategies. There can be no assurances that additional funding will be available on terms acceptable to the Company, or at all. If the Company is unable to raise additional funds when needed, it may be required to delay, reduce the scope of, or eliminate development programs, which may adversely affect its business and operations. Management considered whether or not there are conditions or events, in the aggregate, that raise substantial doubt about the entity’s ability to continue as a going concern, and concluded that there are none as it estimates that its cash and cash equivalents and marketable securities will be sufficient to fund its operating expenses and capital expenditure requirements for at least 12 months from the issuance date of the consolidated financial statements.

The full extent to which coronavirus (“COVID-19”) pandemic will directly or indirectly impact the Company’s business, results of operations and financial condition, including expenses and research and development costs, will depend on future developments that are highly uncertain, including as a result of new information that may emerge concerning COVID-19 and its variants and the actions taken to contain or treat COVID-19 and its variants, as well as the economic impact on local, regional, national and international markets. The Company has considered potential impacts arising from the pandemic related to COVID-19 and its variants and is not presently aware of any events or circumstances that would require the Company to update its estimates, judgements or revise the carrying values of its assets or liabilities.

Summary of Significant Accounting Policies

9 Months Ended

Sep. 30, 2022

Summary of Significant Accounting Policies

Summary of Significant Accounting Policies

Note 2 - Summary of Significant Accounting Policies

Basis of Presentation

The condensed consolidated financial statements have been prepared in accordance with accounting standards set by the Financial Accounting Standards Board (“FASB”). The FASB sets generally accepted accounting principles (“GAAP”) to ensure the condensed consolidated financial statements are consistently reported. References to GAAP issued by the FASB in these footnotes are to the FASB Accounting Standards Codifications (“ASC”). The condensed consolidated financial statements include the accounts of the Company and its wholly owned subsidiary. All intercompany balances and transactions have been eliminated in consolidation.

There have been no material changes to the accounting policies of the Company as those set forth in Note 2 to the audited consolidated financial statements contained in the Annual Report on Form 10-K for the fiscal period ended December 31, 2021.

Unaudited Interim Financial Information

The unaudited interim condensed consolidated financial statements of the Company have been prepared, without audit, in accordance with GAAP and in accordance with the rules and regulations of the Securities and Exchange Commission (“SEC”) regarding interim financial reporting. Certain information and footnote disclosures normally included in the annual financial statements prepared in accordance with GAAP have been omitted from the unaudited interim condensed consolidated financial statements, as is permitted by such rules and regulations. While we believe that the disclosures presented are adequate in order to make the information not misleading, these unaudited interim condensed consolidated financial statements should be read in conjunction with the Company’s audited consolidated financial statements and notes for the year ended December 31, 2021.

It is management’s opinion that these financial statements include all normal and recurring adjustments necessary for a fair presentation of the Company’s financial position, operating results and cash flows. Revenues and net loss for any interim period are not necessarily indicative of future or annual results.

Use of Estimates

The preparation of financial statements in conformity with GAAP requires management to make estimates and assumptions that affect the reported amounts of assets, liabilities, revenues and expenses during the reporting periods. These estimates and assumptions are based on current facts, historical experience and various other factors believed to be reasonable under the circumstances, the results of which form the basis for making judgements about the carrying values of assets, liabilities and the recording of expenses that are not readily apparent from other sources. Significant estimates reflected in these condensed consolidated financial statements included but are not limited to, the research and development expenses, determination of fair value of stock-based awards, the valuation of common stock prior to the IPO, and the right-to-use assets and operating lease liability. Actual results may differ materially and adversely from these estimates.

Goodwill

Goodwill represents the excess of the fair value of the acquiree over the recognized bases of the net identifiable assets acquired and includes the future economic benefits from other assets that could not be individually identified and separately

recognized. Goodwill is not amortized, but instead is periodically reviewed for impairment and an impairment charge is recorded in the periods in which the recorded carrying value of goodwill exceeds its fair value.

On a quarterly basis, the Company performs a review of its business to determine if events or changes in circumstances have occurred which could have a material adverse effect on the fair value of the Company and its goodwill. If such events or changes in circumstances were deemed to have occurred, the Company would perform an impairment test of goodwill as of the end of the quarter and record any noted impairment loss.

The goodwill test is performed at least annually, or more frequently if events or changes in circumstances indicate that the asset might be impaired.

The Company performs its annual impairment test during the fourth quarter of each fiscal year. There were no impairments in 2021. There were no triggering events identified in the third quarter.

Deferred Offering Costs

The Company capitalizes certain legal, professional, and other third-party charges related to ongoing equity financings as deferred offering costs until fully consummated. These costs are to be recorded as a reduction of the offering’s proceeds which are recorded to additional paid-in capital within stockholders’ equity. Should the Company choose not to initiate such financing, the deferred offering costs would be immediately expensed as operating expenses.

On August 10, 2022, the Company entered into an Equity Distribution Agreement (“the Sales Agreement”) with Piper Sandler & Co, (“the Sales Agent”) to sell shares of the Company’s common stock, par value $0.001 per share, with aggregate gross sales proceeds of up to $50 million, from time to time, through an “at the market” equity offering program. Deferred offering costs associated with the Sales Agreement are reclassified to additional paid in capital on a pro-rata basis when the Company completes offerings under the Sales Agreement. Any remaining deferred costs will be expensed to the statement of operations should the planned offering be abandoned. The Company had approximately $0.3 million and $0 of deferred offering costs as of September 30, 2022 and 2021, respectively.

Recently Issued Accounting Pronouncements

From time to time, new accounting pronouncements are issued by the FASB or other standard setting bodies and adopted by the Company as of the specified effective date. The Company is an “emerging growth company” as defined in the Jumpstart Our Business Startups Act of 2012, as amended (“JOBS Act”). The JOBS Act provides that an emerging growth company can take advantage of an extended transition period for complying with new or revised accounting standards. Thus, an emerging growth company can delay the adoption of certain accounting standards until those standards would otherwise apply to private companies. The Company elected to avail itself of this extended transition period and, as a result, we will not be required to adopt new or revised accounting standards on the relevant dates on which adoption of such standards is required for other public companies.

In 2016, the FASB issued Accounting Standards Update (“ASU”) No. 2016-13, Financial Instruments – Credit Losses (Topic 326): Measurement of Credit Losses on Financial Statements. The new standard, as amended, requires that expected credit losses relating to financial assets measured on an amortized cost basis and available-for-sale debt securities be recorded through an allowance for credit losses. It also limits the amount of credit losses to be recognized for available-for-sale debt securities to the amount by which carrying value exceeds fair value and also requires the reversal of previously recognized credit losses if fair value increases. The targeted transition relief standard allows filers an option to irrevocably elect the fair value option of ASC 825-10, Financial Instruments - Overall, applied on an instrument-by-instrument basis for eligible instruments. ASU 2016-13, Financial Instruments - Credit Losses (Topic 326) will become effective for the Company on January 1, 2023. The Company is currently evaluating the new guidance and assessing the potential impact on its condensed consolidated financial statements.

In January 2017, the FASB issued ASU 2017-04, Intangibles - Goodwill and Other (Topic 350), which eliminates Step 2 from the goodwill impairment test. Step 2 measures a goodwill impairment loss by comparing the implied fair value of a reporting unit’s goodwill with the carrying amount of that goodwill. Instead, entities will record an impairment charge

based on the excess of a reporting unit’s carrying amount over its fair value (i.e., measure the charge based on today’s Step 1). This update is effective for annual and interim impairment tests performed in periods beginning after December 15, 2022. Early adoption of the standard is permitted. The Company is currently evaluating the new guidance and assessing the potential impact on its condensed consolidated financial statements.

Marketable Securities

9 Months Ended

Sep. 30, 2022

Marketable Securities

Marketable Securities

Note 3 – Marketable Securities

Our marketable securities are classified as available-for-sale pursuant to ASC 320, Investments – Debt and Equity Securities and are recorded at fair value. Unrealized gains/(losses) are included as a component of accumulated other comprehensive loss in the condensed consolidated balance sheets and statements of convertible preferred stock and stockholders’ equity and a component of total comprehensive loss in the condensed consolidated statements of comprehensive loss, until realized. The Company assesses its available-for-sale marketable securities for impairment on a quarterly basis. There were no impairments of the Company’s available-for-sale marketable securities measured and carried at fair value during the three and nine months ended September 30, 2022 or 2021. Realized gains and losses are included in other expense on a specific-identification basis. There were no realized gains or losses on marketable securities for the three and nine months ended September 30, 2022 or 2021.

Marketable securities as of September 30, 2022 consisted of the following:


	September 30, 2022
	Amortized Cost		Unrealized Gains		Unrealized Losses		Fair Value
Assets:
Current:
U.S. Treasuries	$	25,425,287	$	-	$	(115,102)	$	25,310,185
Government securities		8,057,184		-		(16,444)		8,040,740
Commercial paper		7,439,442		-		(10,927)		7,428,515
Total marketable securities	$	40,921,913	$	-	$	(142,473)	$	40,779,440

Marketable securities as of December 31, 2021 consisted of the following:


	December 31, 2021
	Amortized Cost		Unrealized Gains		Unrealized Losses		Fair Value
Assets:
Current:
U.S. Treasuries	$	42,147,385	$	-	$	(28,575)	$	42,118,810
Government securities		19,218,057		-		(13,689)		19,204,368
Commercial paper		12,992,165		57		(4,197)		12,988,025
Total Current		74,357,607		57		(46,461)		74,311,203

Non-current:
U.S. Treasuries		999,186		-		(2,626)		996,560
Total Non-current		999,186		-		(2,626)		996,560
Total marketable securities	$	75,356,793	$	57	$	(49,087)	$	75,307,763

Fair Value Measurements

9 Months Ended

Sep. 30, 2022

Fair Value Measurements

Fair Value Measurements

Note 4 – Fair Value Measurements

We record cash equivalents and marketable securities at fair value. ASC 820, Fair Value Measurements and Disclosures, establishes a fair value hierarchy for those instruments measured at fair value that distinguishes between assumptions based on market data (observable inputs) and our own assumptions (unobservable inputs). The hierarchy consists of three levels:

Level 1 – Unadjusted quoted prices in active markets for identical assets or liabilities.

Level 2 – Quoted prices for similar assets and liabilities in active markets, quoted prices in markets that are not active, or inputs which are observable, directly or indirectly, for substantially the full term of the asset or liability.

Level 3 – Unobservable inputs that reflect our own assumptions about the assumptions market participants would use in pricing the asset or liability in which there is little, if any, market activity for the asset or liability at the measurement date.

The following table summarizes our cash equivalents and marketable securities measured at fair value on a recurring basis as of September 30, 2022:


		Level 1		Level 2		Level 3		Total
Assets:
Cash equivalents
Money market	$	27,020,980	$	-	$	-	$	27,020,980
Total cash equivalents		27,020,980		-		-		27,020,980

Marketable securities:
U.S. Treasuries	$	25,310,185	$	-	$	-	$	25,310,185
Government securities		-		8,040,740		-		8,040,740
Commercial paper		-		7,428,515		-		7,428,515
Total marketable securities		25,310,185		15,469,255		-		40,779,440
Total cash equivalents and marketable securities	$	52,331,165	$	15,469,255	$	-	$	67,800,420

Cash equivalents and marketable securities have been initially valued at the transaction price and subsequently, at the end of each reporting period, valued utilizing third-party pricing services or other observable market data. The pricing services utilize industry standard valuation models, including both income and market-based approaches, and observable market inputs to determine value. After completing our valuation procedures, we did not adjust or override any fair value measurements provided by the pricing services as of September 30, 2022.

There have been no changes to the valuation methods during the nine months ended September 30, 2022. There were no transfers between Level 1 and Level 2 and we had no financial assets or liabilities that were classified as Level 3 at any point during the nine months ended September 30, 2022.

The following table summarizes our cash equivalents and marketable securities measured at fair value on a recurring basis as of December 31, 2021:


		Level 1		Level 2		Level 3		Total
Assets:
Cash equivalents
Money market	$	33,961,344	$	-	$	-	$	33,961,344
Commercial paper		-		2,000,000		-		2,000,000
Total cash equivalents		33,961,344		2,000,000		-		35,961,344

Marketable securities:
U.S. Treasuries	$	43,115,370	$	-	$	-	$	43,115,370
Government securities		-		19,204,368		-		19,204,368
Commercial paper		-		12,988,025		-		12,988,025
Total marketable securities		43,115,370		32,192,393		-		75,307,763
Total cash equivalents and marketable securities	$	77,076,714	$	34,192,393	$	-	$	111,269,107

- 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

Property and Equipment, net

9 Months Ended

Sep. 30, 2022

Property and Equipment, net

Property and Equipment, net

Note 5 – Property and Equipment, net

Property and equipment, net consisted of the following:


	September 30,		December 31,
	2022		2021

Computer equipment	$	422,898	$	281,666
Furniture and fixtures		91,317		84,477
Lab equipment		889,510		463,182
Leasehold improvements		250,898		152,117
Total		1,654,623		981,442
Accumulated depreciation		(344,556)		(174,219)
Property and equipment, net	$	1,310,067	$	807,223

Depreciation expense totaled $68,075 and $11,978 for the three months ended September 30, 2022 and 2021, respectively. Depreciation expense totaled $170,337 and $30,652 for the nine months ended September 30, 2022 and 2021, respectively.

Business Combination

9 Months Ended

Sep. 30, 2022

Business Combination

Business Combination.

Note 6 – Business Combination

BioArkive Acquisition

On December 22, 2021, the Company completed the acquisition of all outstanding shares of capital stock of BioArkive, Inc., a California corporation, for a market value of $8.75 million.

BioArkive is a San Diego based contract research organization that has previously provided preclinical research services and biosample storage to the Company and other biotechnology companies. BioArkive has been fully integrated into the Company to exclusively support the Company's internal preclinical research activities for its oncology pipeline.

In connection with the acquisition, the Company has assumed the obligations under BioArkive’s three lease agreements.

The purchase price was paid by Immuneering through the issuance of an aggregate of 379,635 shares of Immuneering’s Class A common stock. The number of shares of common stock issued was calculated using a value based on the average of the daily volume weighted average prices of the common stock on the Nasdaq Stock Exchange for the 30-trading day period ending on and including the trading day immediately prior to the closing date. The sellers of BioArkive were restricted from selling these shares for a six-month period from the date of the acquisition. As such, we estimated that there was an approximate 10% discount for the lack of marketability of the shares. The fair value of the purchase price in the acquisition was $7,875,000.

Prior to the acquisition, Brett Hall, Chief Scientific Officer of Immuneering and the Founder and Chairman of the board of directors of BioArkive, held the majority of the outstanding shares of BioArkive capital stock. BioArkive provided contract services to the Company. Research and development expenses in the consolidated statement of operations include the cost of services provided by BioArkive to the Company which amounted to $4,548,780 in 2021 through the date of the acquisition. The results of BioArkive’s operations are included in accounts payable or accrued contract research expenses in the consolidated balance sheets.

Assets Acquired and Liabilities Assumed at Fair Value

The BioArkive acquisition has been accounted for using the acquisition method of accounting. This method requires assets acquired and liabilities assumed in a business combination to be recognized at their fair values as of the acquisition date. As of March 31, 2022, the purchase accounting had been finalized, and there was an immaterial measurement period adjustment related to accrued expenses and goodwill. No other adjustments were identified.

Intangible Assets

The estimated fair value of the intangible assets was determined using the relief from royalty approach.

Goodwill

Goodwill is the excess of the consideration transferred over the net assets recognized and represents the expected cost savings of the combined company and assembled workforce. One of the key factors that contributes to the recognition of goodwill, and a driver for the Company's acquisition of BioArkive, is the planned investment in the internal preclinical research activities for our oncology pipeline. Goodwill recognized as a result of this acquisition is non-deductible for income tax purposes.

Pro forma results are not presented for this acquisition as they are not material to the consolidated results of the Company’s operations.


	Preliminary Valuation		Measurement Period Adjustment		Final Valuation		Weighted Average Life
Cash	$	70,348	$	-	$	70,348
Other currents assets		225,790		-		225,790
Other long term assets		87,796		-		87,796
Property and equipment, net		727,539		-		727,539
Right of use assets		4,824,700		-		4,824,700
Intangible asset
Technology		439,000		-		439,000	15 years
Goodwill		6,701,726		11,295		6,690,431

Total assets acquired		13,076,899		11,295		13,065,604

Accounts payable, accrued expenses and other liabilities		69,714		(11,295)		58,419
Deferred tax liabilities		307,485		-		307,485
Lease liabilities		4,824,700		-		4,824,700
Net assets acquired	$	7,875,000	$	-	$	7,875,000

Accrued Expenses

9 Months Ended

Sep. 30, 2022

Accrued Expenses

Accrued Expenses

Note 7 – Accrued Expenses

Accrued expenses consisted of the following:


	September 30,		December 31,
	2022		2021

Accrued professional services	$	467,658	$	250,977
Accrued employee expenses		2,234,420		2,917,282
Accrued contract research expenses		1,691,583		585,416
Accrued other		170,475		211,772
Total	$	4,564,136	$	3,965,447

Preferred Stock

9 Months Ended

Sep. 30, 2022

Preferred Stock

Preferred Stock

Note 8 – Preferred Stock

Series B Preferred Stock

In April and May 2021, 2,412,853 shares of the second tranche of Series B Preferred Stock were issued based on the voluntary election of substantially all of the holders of Series B Preferred Stock. The Company received gross proceeds of $24,799,786. The Company incurred issuance costs of $10,935 in connection with the second tranche of Series B Preferred Stock.

Upon the closing of the IPO on August 3, 2021, all 8,528,078 shares of the Company’s convertible Series A and B Preferred Stock then outstanding automatically converted into 11,939,281 shares of Class A common stock.

Common Stock

9 Months Ended

Sep. 30, 2022

Common Stock.

Common Stock

Note 9 - Common Stock

The Company had 200,000,000 authorized shares of Class A common stock, $0.001 par value per share as of September 30, 2022 and December 31, 2021 of which 26,404,732 and 26,320,199 were issued and outstanding, respectively. The holders of Class A common stock are entitled one vote for each share of common stock. Dividends may be paid when, and if declared by the Board of Directors, subject to the limitations, powers and preferences granted to the Preferred Stockholders and on a proportionate basis with holders of Class B common stock.

As of September 30, 2022 and December 31, 2021, the following number of shares of Class A common stock have been reserved:


	September 30,	December 31,
	2022	2021

Exercise of common stock options	3,598,026	2,859,544
	3,598,026	2,859,544

The Company had 20,000,000 authorized shares of Class B common stock, $0.001 par value per share as of September 30, 2022 and December 31, 2021, of which no shares have been issued nor are outstanding. The holders of Class B common stock have no voting rights. Dividends may be paid when, and if, declared by the Board of Directors, subject to the limitations, powers and preferences granted to the preferred stockholders and on a proportionate basis with holders of Class A common stock.

IPO

On August 3, 2021, the Company completed its initial public offering pursuant to which it issued and sold 8,625,000 shares of its Class A common stock, inclusive of 1,125,000 shares of its Class A common stock sold pursuant to the full exercise of the underwriters’ option to purchase additional shares. The aggregate net proceeds received by the Company from the IPO were $120,318,750, after deducting underwriting discounts and commissions, but before deducting offering costs payable by the Company, which were $2,124,317. Upon the closing of the IPO, all 8,528,078 shares of the Company’s convertible preferred stock then outstanding automatically converted into 11,939,281 shares of Class A common stock. Upon the conversion of the convertible preferred stock, the Company reclassified the carrying value of the convertible preferred stock to common stock (at par value) and additional paid-in capital.

On August 3, 2021 in connection with the closing of the IPO, the Company filed a restated certificate of incorporation, which amended and restated the Company’s certificate of incorporation to, among other things: (i) increase the number of authorized shares of common stock to 200,000,000 shares of Class A common stock, 20,000,000 shares of Class B common stock, par value $0.001 per share, and (ii) authorize 10,000,000 shares of Preferred Stock; and (iii) authorize the Board of Directors to establish the rights, preferences and restrictions on any unissued series of Preferred Stock.

Equity Offering

On August 10, 2022, the Company entered into the Sales Agreement with the Sales Agent to sell shares of the Company’s common stock, par value $0.001 per share, with aggregate gross sales proceeds of up to $50 million, from time to time, through an “at the market” equity offering program. Subject to the terms and conditions of the Sales Agreement, the Sales Agent may sell the shares by methods deemed to be an “at the market offering” as defined in Rule 415 promulgated under the Securities Act, including sales made through The Nasdaq Global Market, on any other existing trading market for the common stock, to or through a market maker, or, if expressly authorized by the Company, in privately negotiated transactions. The Company or Sales Agent may terminate the Sales Agreement upon notice to the other party and subject to other conditions. The Company will pay the Sales Agent a commission equal to 3.0% of the gross proceeds of any Common Stock sold through the Sales Agent under the Sales Agreement and has provided the Sales Agent with customary indemnification rights.

Issuance costs incurred related to the Sales Agreement are classified as long-term assets on the balance sheet at September 30, 2022. The Company had approximately $0.3 million and $0 of deferred offering costs as of September 30, 2022 and 2021, respectively. No shares were sold during the three and nine months ended September 30, 2022.

- Definition

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

+ References

Reference 1: http://www.xbrl.org/2003/role/disclosureRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 505
-SubTopic 10
-Section 50
-Paragraph 13
-Subparagraph (b)
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Reference 2: http://www.xbrl.org/2003/role/disclosureRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 505
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-URI http://asc.fasb.org/extlink&oid=123467817&loc=SL123496158-112644

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

Reference 4: http://www.xbrl.org/2003/role/disclosureRef
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Reference 5: http://www.xbrl.org/2003/role/disclosureRef
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Reference 6: http://www.xbrl.org/2003/role/disclosureRef
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Reference 7: http://www.xbrl.org/2003/role/disclosureRef
-Publisher FASB
-Name Accounting Standards Codification
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-Publisher FASB
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-Name Accounting Standards Codification
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Reference 10: http://www.xbrl.org/2003/role/disclosureRef
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-Name Accounting Standards Codification
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Reference 11: http://www.xbrl.org/2003/role/disclosureRef
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+ Details

Net Loss Per Share Attributable to Common Stockholders

9 Months Ended

Sep. 30, 2022

Net Loss Per Share Attributable to Common Stockholders

Net Loss Per Share Attributable to Common Stockholders

Note 10 - Net Loss Per Share Attributable to Common Stockholders

Net loss per share of common stock is computed using the two-class method required for multiple classes of common stock and participating securities based upon their respective rights to receive dividends as if all income for the period has been distributed. The rights, including the liquidation and dividend rights and sharing of losses, of the Class A and Class B common stock are identical, other than voting rights. As the liquidation and dividend rights and sharing of losses are identical, the undistributed earnings are allocated on a proportionate basis and the resulting net loss per share attributed to common stockholders is therefore the same for Class A and Class B common stock on an individual or combined basis.

The Company’s participating securities include the Company’s Preferred Stock, as the holders are entitled to receive noncumulative dividends in the event that a dividend is paid on common stock. The holders of Preferred Stock do not have a contractual obligation to share in losses of the Company, and therefore during periods of loss there is no allocation required under the two-class method.

Basic net loss per share attributable to common stockholders is calculated by dividing the net loss attributable to common stockholders by the weighted-average number of shares of common stock outstanding during the period, adjusted for outstanding shares that are subject to repurchase.

Diluted net loss per share is computed by giving effect to all potentially dilutive securities outstanding for the period using the treasury stock method or the if-converted method based on the nature of such securities. The Company has reported net losses for all periods presented, therefore diluted net loss per common share attributable to common stockholders is the same as basic net loss per common share attributable to common stockholders, because potentially dilutive common shares are not assumed to have been issued if their effect is anti-dilutive.

Basic and diluted net loss per share attributable to common stockholders was calculated at September 30, 2022 and 2021 as follows:


	Three Months Ended September 30,				Nine Months Ended September 30,
	2022		2021		2022		2021

Numerator:
Net loss	$	(12,844,330)	$	(8,534,073)	$	(37,268,007)	$	(22,751,389)
Denominator - basic and diluted:
Weighted-average common shares outstanding, basic and diluted		26,394,490		18,286,352		26,380,101		9,445,862
Net loss per share - basic and diluted	$	(0.49)	$	(0.47)	$	(1.41)	$	(2.41)

The following table sets forth the potentially dilutive securities that have been excluded from the calculation of diluted net loss per share because to include them would be anti-dilutive (in common stock equivalent shares) at September 30, 2022 and 2021:


	2022	2021

Options to purchase common stock	3,598,026	2,763,245
Total shares of common stock equivalents	3,598,026	2,763,245

Stock-Based Compensation

9 Months Ended

Sep. 30, 2022

Stock-Based Compensation

Stock-Based Compensation

Note 11 – Stock-Based Compensation

During 2015, the Company established the Long Term Incentive Plan (“Incentive Plan”), under which incentive stock options, nonqualified stock options, restricted stock or other awards may be awarded to employees, directors or consultants of the Company. The options typically vest over a four-year period. As of September 30, 2022, the maximum number of shares available for issuance under the Incentive Plan was 2,825,173 shares. Upon the effectiveness of the Company’s 2021 Incentive Award Plan, the Company ceased granting awards under the Incentive Plan. However, the Incentive Plan continues to govern awards outstanding thereunder.

On July 23, 2021, the Company’s Board of Directors adopted, and on July 23, 2021 its stockholders approved, the 2021 Incentive Award Plan (the “2021 Plan”), which became effective on July 29, 2021. The 2021 Plan provides for the grant of incentive stock options, stock appreciation rights, restricted stock awards, restricted stock units, and other stock-based awards. The number of shares reserved for issuance under the 2021 Plan was initially equal to 2,590,000 plus an annual increase on the first day of each calendar year, beginning on January 1, 2022 and ending on and including January 1, 2031, equal to the lesser of (i) 4% of the aggregate number of shares of Class A common stock outstanding on the final day of the immediately preceding calendar year and (ii) such smaller number of shares of Class A common stock as determined by the Board of Directors. No more than 15,350,000 shares of Class A common stock may be issued under the 2021 Plan upon the exercise of incentive stock options. Shares issued under the 2021 Plan may be authorized but unissued shares, shares purchased on the open market or treasury shares. If an award under the 2021 Plan expires, lapses or is terminated, exchanged for or settled in cash, surrendered, repurchased, cancelled without having been fully exercised/settled or forfeited, any unused shares subject to the award will, as applicable, become or again be available for new grants under the 2021 Plan. In addition, shares subject to stock options issued under the Incentive Plan may become available for issuance under the 2021 Plan to the extent such stock options are canceled, forfeited, exchanged, settled in cash or otherwise terminated. As of September 30, 2022, there were 2,528,225 shares available for future issuance under the 2021 Plan.

On July 23, 2021, the Company’s Board of Directors adopted, and on July 23, 2021 its stockholders approved, the 2021 Employee Stock Purchase Plan (the “2021 ESPP”), which became effective on July 29, 2021. A total of 250,000 shares of Class A common stock were initially reserved for issuance under this plan. The number of shares of Class A common stock that may be issued under the 2021 ESPP will automatically increase on the first day of each calendar year, beginning on January 1, 2022 and ending on and including January 1, 2031, equal to the lesser of (i) 1% of the shares of Class A common stock outstanding on the final day of the immediately preceding calendar year and (ii) such smaller number of shares of Class A common stock as determined by the board of directors, provided that not more than 3,340,000 shares of Class A common stock may be issued under the 2021 ESPP. As of September 30, 2022, no shares had been issued under the 2021 ESPP.

During the three and nine months ended September 30, 2022, the Company recognized stock-based compensation expense of $1,066,212 and $3,016,283, respectively. During the three and nine months ended September 30, 2021, the Company recognized stock-based compensation expense of $636,806 and $1,170,040, respectively. As of September 30, 2022, compensation expense remaining to be recognized for outstanding stock options was $10,147,422 and to be recognized over a weighted-average period of 2.60 years.

The fair value of options granted is calculated on the grant date using the Black-Scholes option valuation model. The Company historically has been a private company and lacks company-specific historical and implied volatility information.

Therefore, it estimates its expected stock volatility based on the historical volatility of a publicly traded set of peer public companies and expects to continue to do so until such time as it has adequate historical data regarding the volatility of its own traded stock price. For the nine months ended September 30, 2022, the Company granted 1,099,810 shares of stock options at a weighted-average grant date fair value of $9.39.

The Company used the following assumptions in its application of the Black-Scholes option pricing model for grants during the nine months ended September 30, 2022 and 2021:


	Nine Months Ended September 30,
	2022	2021

Weighted-average risk-free interest rate	1.35% - 3.31%	0.885% - 1.71%
Expected term (in years)	5.00 - 10 years	5.83 - 10 years
Expected dividend yield	0%	0%
Expected volatility	64.78% - 78.12%	68.92% - 80.99%

The following table summarizes the stock option activity during the nine months ended September 30, 2022 under the Plan:


				Weighted
		Weighted-		Average
		Average		Remaining
	Number of	Exercise Price		Contractual	Aggregate
	Options	per Share		Term (in Years)	Intrinsic Value

Outstanding at of December 31, 2021	2,859,544	$	6.55	8.30
Granted	1,099,810		9.39
Exercised	(84,533)		3.02
Cancelled	(276,795)		9.41
Outstanding at September 30, 2022	3,598,026	$	7.28	7.79	$	25,888,461

Vested and exercisable at September 30, 2022	1,759,343	$	5.17	6.78	$	16,143,887
Vested and expected to vest at September 30, 2022	3,598,026	$	7.28	7.79	$	25,888,461

For the three and nine months ended September 30, 2022 and 2021, the Company recognized share-based compensation expense recognized on the accompanying condensed consolidated statements of operations as follows:


	Three Months Ended September 30,				Nine Months Ended September 30,
	2022		2021		2022		2021

Cost of revenue	$	1,058	$	38,507	$	9,703	$	83,389
Research and development		507,489		305,739		1,445,145		571,359
General and administrative		557,665		292,560		1,561,435		515,292
Total	$	1,066,212	$	636,806	$	3,016,283	$	1,170,040

Commitments and Contingencies

9 Months Ended

Sep. 30, 2022

Commitments and Contingencies.

Commitments and Contingencies

Note 12 – Commitments and Contingencies

Operating Leases

The Company leases office space in Cambridge, Massachusetts, New York, New York and San Francisco, California, pursuant to short-term arrangements. The Cambridge and San Francisco leases are on a month-to-month basis, requiring one month’s notice before termination. The New York lease is renewable on an annual basis and the last renewal extended

the lease term until March 31, 2023. These lease agreements include payments for lease and non-lease components and the Company has elected to not separate such components and these payments were recognized as rent expense.

As of September 30, 2022, total future minimum lease payments for its short-term leases in Cambridge, Massachusetts, New York, New York and San Francisco, California was $26,556 due in 2022.

In October 2020, the Company entered into an office lease (“Via Frontera Lease”) in San Diego, California with a lease term of 67 months. At the lease commencement date, a right-to-use asset and lease liability was recognized by the Company for $637,863. In January 2022, the Company exercised its option to terminate the Via Frontera Lease 20 months early. The lease will terminate on October 1, 2023. This was accounted for as a lease modification which reduces the term of the existing lease and the Company adjusted the value of its right-of-use asset and operating lease liability by $347,739 using an incremental borrowing rate of approximately 6%.

The modification is reflected as a non-cash operating activity in the statement of cash flows for the nine months ended September 30, 2022.

The Company subsequently entered into a sublease of the Via Frontera Lease, the term of which commenced in March 2022 and continues through the full remaining obligation. Sublease income will be accounted for as a reduction of rent expense in the statement of operations.

As part of the BioArkive acquisition, the Company assumed the obligations of three leases in San Diego, California. One is for 38,613 square feet of office and laboratory space, under a lease that terminates on April 30, 2032, the second is for a 6,100 square feet of office and laboratory space under a lease that terminates on December 31, 2022 (the “Site 2 Lease”), and the third is for a lease for 4,760 square feet of office and laboratory space under a lease that terminates on March 31, 2024. As a result, the Company recorded right-to-use assets and lease liabilities of $4,824,700 on the acquisition date of December 22, 2021. In February 2022, the Company entered into a sublease of the Site 2 Lease, the term of which continues through the remaining term of the Site 2 Lease. In August 2022, the Company terminated the Site 2 lease and sublease early as the building was sold. As such, the remaining right-of-use asset and lease liability were written off during the quarter ended September 30, 2022. This is reflected as a non-cash operating activity in the statement of cash flows for the nine months ended September 30, 2022.

Future minimum lease payments for operating leases with initial or remaining terms in excess of one year at September 30, 2022 were as follows:


	Amount
Remainder of 2022	$	129,815
2023		843,463
2024		732,546
2025		739,689
2026		761,877
Thereafter		4,467,246
Total future lease payments		7,674,636
Less: Imputed interest		(2,823,289)
Total lease liabilities	$	4,851,347
Current portion lease liability	$	308,694
Lease liability, noncurrent		4,542,653
Total lease liability	$	4,851,347

Quantitative information regarding the Company’s leases for the nine months ended September 30, 2022 and 2021 is as follows:


	September 30,		September 30,
	2022		2021
Lease costs:
Operating lease cost	$	777,741	$	102,753
Short-term lease cost		225,839		188,074
Sublease income		(149,260)		—
Total lease costs	$	854,320	$	290,827
Cash paid for amounts included in the measurement of lease liabilities:
Operating cash flows from operating leases	$	479,976	$	83,160
Operating cash flows from short-term leases		225,839		188,074
	$	705,815	$	271,234
Weighted-average remaining lease term - operating leases		9.36 years		4.58 years
Weighted-average discount rate - operating leases		9.3%		6.0%

As the Company’s leases typically do not provide an implicit rate, the Company uses an estimate of its incremental borrowing rate based on the information available at the lease commencement date in determining the present value of lease payments.

Litigation

From time to time, the Company may have certain contingent liabilities that arise in the ordinary course of its business activities and may be exposed to litigation in connection with its products and operations. The Company’s policy is to assess the likelihood of any adverse judgments or outcomes related to legal matters, as well as ranges of probable losses. When it is probable that future expenditures will be made and can be reasonably estimated the Company will accrue a liability for such matters. Significant judgement is required to determine both probability and estimated amount. The Company is not aware of any material legal matters.

Clinical Research Contracts

The Company may enter into contracts in the normal course of business with clinical research organizations for clinical trials, with contract manufacturing organizations for clinical supplies, and with other vendors for preclinical studies, supplies and other services for our operating purposes. These contracts generally provide for termination with a 30-day notice.

Summary of Significant Accounting Policies (Policies)	9 Months Ended
Summary of Significant Accounting Policies (Policies)	Sep. 30, 2022
Summary of Significant Accounting Policies
Basis of Presentation	Basis of Presentation The condensed consolidated financial statements have been prepared in accordance with accounting standards set by the Financial Accounting Standards Board (“FASB”). The FASB sets generally accepted accounting principles (“GAAP”) to ensure the condensed consolidated financial statements are consistently reported. References to GAAP issued by the FASB in these footnotes are to the FASB Accounting Standards Codifications (“ASC”). The condensed consolidated financial statements include the accounts of the Company and its wholly owned subsidiary. All intercompany balances and transactions have been eliminated in consolidation. There have been no material changes to the accounting policies of the Company as those set forth in Note 2 to the audited consolidated financial statements contained in the Annual Report on Form 10-K for the fiscal period ended December 31, 2021.
Unaudited Interim Financial Information	Unaudited Interim Financial Information The unaudited interim condensed consolidated financial statements of the Company have been prepared, without audit, in accordance with GAAP and in accordance with the rules and regulations of the Securities and Exchange Commission (“SEC”) regarding interim financial reporting. Certain information and footnote disclosures normally included in the annual financial statements prepared in accordance with GAAP have been omitted from the unaudited interim condensed consolidated financial statements, as is permitted by such rules and regulations. While we believe that the disclosures presented are adequate in order to make the information not misleading, these unaudited interim condensed consolidated financial statements should be read in conjunction with the Company’s audited consolidated financial statements and notes for the year ended December 31, 2021. It is management’s opinion that these financial statements include all normal and recurring adjustments necessary for a fair presentation of the Company’s financial position, operating results and cash flows. Revenues and net loss for any interim period are not necessarily indicative of future or annual results.
Use of Estimates	Use of Estimates The preparation of financial statements in conformity with GAAP requires management to make estimates and assumptions that affect the reported amounts of assets, liabilities, revenues and expenses during the reporting periods. These estimates and assumptions are based on current facts, historical experience and various other factors believed to be reasonable under the circumstances, the results of which form the basis for making judgements about the carrying values of assets, liabilities and the recording of expenses that are not readily apparent from other sources. Significant estimates reflected in these condensed consolidated financial statements included but are not limited to, the research and development expenses, determination of fair value of stock-based awards, the valuation of common stock prior to the IPO, and the right-to-use assets and operating lease liability. Actual results may differ materially and adversely from these estimates.
Goodwill	Goodwill Goodwill represents the excess of the fair value of the acquiree over the recognized bases of the net identifiable assets acquired and includes the future economic benefits from other assets that could not be individually identified and separately recognized. Goodwill is not amortized, but instead is periodically reviewed for impairment and an impairment charge is recorded in the periods in which the recorded carrying value of goodwill exceeds its fair value. On a quarterly basis, the Company performs a review of its business to determine if events or changes in circumstances have occurred which could have a material adverse effect on the fair value of the Company and its goodwill. If such events or changes in circumstances were deemed to have occurred, the Company would perform an impairment test of goodwill as of the end of the quarter and record any noted impairment loss. The goodwill test is performed at least annually, or more frequently if events or changes in circumstances indicate that the asset might be impaired. The Company performs its annual impairment test during the fourth quarter of each fiscal year. There were no impairments in 2021. There were no triggering events identified in the third quarter.
Deferred Offering Costs	Deferred Offering Costs The Company capitalizes certain legal, professional, and other third-party charges related to ongoing equity financings as deferred offering costs until fully consummated. These costs are to be recorded as a reduction of the offering’s proceeds which are recorded to additional paid-in capital within stockholders’ equity. Should the Company choose not to initiate such financing, the deferred offering costs would be immediately expensed as operating expenses. On August 10, 2022, the Company entered into an Equity Distribution Agreement (“the Sales Agreement”) with Piper Sandler & Co, (“the Sales Agent”) to sell shares of the Company’s common stock, par value $0.001 per share, with aggregate gross sales proceeds of up to $50 million, from time to time, through an “at the market” equity offering program. Deferred offering costs associated with the Sales Agreement are reclassified to additional paid in capital on a pro-rata basis when the Company completes offerings under the Sales Agreement. Any remaining deferred costs will be expensed to the statement of operations should the planned offering be abandoned. The Company had approximately $0.3 million and $0 of deferred offering costs as of September 30, 2022 and 2021, respectively.
Recently Issued Accounting Pronouncements	Recently Issued Accounting Pronouncements From time to time, new accounting pronouncements are issued by the FASB or other standard setting bodies and adopted by the Company as of the specified effective date. The Company is an “emerging growth company” as defined in the Jumpstart Our Business Startups Act of 2012, as amended (“JOBS Act”). The JOBS Act provides that an emerging growth company can take advantage of an extended transition period for complying with new or revised accounting standards. Thus, an emerging growth company can delay the adoption of certain accounting standards until those standards would otherwise apply to private companies. The Company elected to avail itself of this extended transition period and, as a result, we will not be required to adopt new or revised accounting standards on the relevant dates on which adoption of such standards is required for other public companies. In 2016, the FASB issued Accounting Standards Update (“ASU”) No. 2016-13, Financial Instruments – Credit Losses (Topic 326): Measurement of Credit Losses on Financial Statements. The new standard, as amended, requires that expected credit losses relating to financial assets measured on an amortized cost basis and available-for-sale debt securities be recorded through an allowance for credit losses. It also limits the amount of credit losses to be recognized for available-for-sale debt securities to the amount by which carrying value exceeds fair value and also requires the reversal of previously recognized credit losses if fair value increases. The targeted transition relief standard allows filers an option to irrevocably elect the fair value option of ASC 825-10, Financial Instruments - Overall, applied on an instrument-by-instrument basis for eligible instruments. ASU 2016-13, Financial Instruments - Credit Losses (Topic 326) will become effective for the Company on January 1, 2023. The Company is currently evaluating the new guidance and assessing the potential impact on its condensed consolidated financial statements. In January 2017, the FASB issued ASU 2017-04, Intangibles - Goodwill and Other (Topic 350), which eliminates Step 2 from the goodwill impairment test. Step 2 measures a goodwill impairment loss by comparing the implied fair value of a reporting unit’s goodwill with the carrying amount of that goodwill. Instead, entities will record an impairment charge based on the excess of a reporting unit’s carrying amount over its fair value (i.e., measure the charge based on today’s Step 1). This update is effective for annual and interim impairment tests performed in periods beginning after December 15, 2022. Early adoption of the standard is permitted. The Company is currently evaluating the new guidance and assessing the potential impact on its condensed consolidated financial statements.

Marketable Securities (Tables)

9 Months Ended

Sep. 30, 2022

Marketable Securities

Schedule of marketable securities


	September 30, 2022
	Amortized Cost		Unrealized Gains		Unrealized Losses		Fair Value
Assets:
Current:
U.S. Treasuries	$	25,425,287	$	-	$	(115,102)	$	25,310,185
Government securities		8,057,184		-		(16,444)		8,040,740
Commercial paper		7,439,442		-		(10,927)		7,428,515
Total marketable securities	$	40,921,913	$	-	$	(142,473)	$	40,779,440


	December 31, 2021
	Amortized Cost		Unrealized Gains		Unrealized Losses		Fair Value
Assets:
Current:
U.S. Treasuries	$	42,147,385	$	-	$	(28,575)	$	42,118,810
Government securities		19,218,057		-		(13,689)		19,204,368
Commercial paper		12,992,165		57		(4,197)		12,988,025
Total Current		74,357,607		57		(46,461)		74,311,203

Non-current:
U.S. Treasuries		999,186		-		(2,626)		996,560
Total Non-current		999,186		-		(2,626)		996,560
Total marketable securities	$	75,356,793	$	57	$	(49,087)	$	75,307,763

Fair Value Measurements (Tables)

9 Months Ended

Sep. 30, 2022

Fair Value Measurements

Schedule of cash equivalents and marketable securities


		Level 1		Level 2		Level 3		Total
Assets:
Cash equivalents
Money market	$	27,020,980	$	-	$	-	$	27,020,980
Total cash equivalents		27,020,980		-		-		27,020,980

Marketable securities:
U.S. Treasuries	$	25,310,185	$	-	$	-	$	25,310,185
Government securities		-		8,040,740		-		8,040,740
Commercial paper		-		7,428,515		-		7,428,515
Total marketable securities		25,310,185		15,469,255		-		40,779,440
Total cash equivalents and marketable securities	$	52,331,165	$	15,469,255	$	-	$	67,800,420


		Level 1		Level 2		Level 3		Total
Assets:
Cash equivalents
Money market	$	33,961,344	$	-	$	-	$	33,961,344
Commercial paper		-		2,000,000		-		2,000,000
Total cash equivalents		33,961,344		2,000,000		-		35,961,344

Marketable securities:
U.S. Treasuries	$	43,115,370	$	-	$	-	$	43,115,370
Government securities		-		19,204,368		-		19,204,368
Commercial paper		-		12,988,025		-		12,988,025
Total marketable securities		43,115,370		32,192,393		-		75,307,763
Total cash equivalents and marketable securities	$	77,076,714	$	34,192,393	$	-	$	111,269,107

Property and Equipment, net (Tables)

9 Months Ended

Sep. 30, 2022

Property and Equipment, net

Schedule of property and equipment, net


	September 30,		December 31,
	2022		2021

Computer equipment	$	422,898	$	281,666
Furniture and fixtures		91,317		84,477
Lab equipment		889,510		463,182
Leasehold improvements		250,898		152,117
Total		1,654,623		981,442
Accumulated depreciation		(344,556)		(174,219)
Property and equipment, net	$	1,310,067	$	807,223

Business Combination (Tables)

9 Months Ended

Sep. 30, 2022

Business Combination

Schedule of Assets Acquired and Liabilities Assumed at Fair Value


	Preliminary Valuation		Measurement Period Adjustment		Final Valuation		Weighted Average Life
Cash	$	70,348	$	-	$	70,348
Other currents assets		225,790		-		225,790
Other long term assets		87,796		-		87,796
Property and equipment, net		727,539		-		727,539
Right of use assets		4,824,700		-		4,824,700
Intangible asset
Technology		439,000		-		439,000	15 years
Goodwill		6,701,726		11,295		6,690,431

Total assets acquired		13,076,899		11,295		13,065,604

Accounts payable, accrued expenses and other liabilities		69,714		(11,295)		58,419
Deferred tax liabilities		307,485		-		307,485
Lease liabilities		4,824,700		-		4,824,700
Net assets acquired	$	7,875,000	$	-	$	7,875,000

Accrued Expenses (Tables)

9 Months Ended

Sep. 30, 2022

Accrued Expenses

Schedule of accrued expenses


	September 30,		December 31,
	2022		2021

Accrued professional services	$	467,658	$	250,977
Accrued employee expenses		2,234,420		2,917,282
Accrued contract research expenses		1,691,583		585,416
Accrued other		170,475		211,772
Total	$	4,564,136	$	3,965,447

Common Stock (Tables)

9 Months Ended

Sep. 30, 2022

Common Stock.

Schedule of common stock for conversion of preferred stock, exercise of warrants and exercise of stock options


	September 30,	December 31,
	2022	2021

Exercise of common stock options	3,598,026	2,859,544
	3,598,026	2,859,544

- Definition

Tabular disclosure of an entity's stock, including par or stated value per share, number and dollar amount of share subscriptions, shares authorized, shares issued, shares outstanding, number and dollar amount of shares held in an employee trust, dividend per share, total dividends, share conversion features, par value plus additional paid in capital, the value of treasury stock and other information necessary to a fair presentation, and EPS information. Stock by class includes common, convertible, and preferred stocks which are not redeemable or redeemable solely at the option of the issuer. Includes preferred stock with redemption features that are solely within the control of the issuer and mandatorily redeemable stock if redemption is required to occur only upon liquidation or termination of the reporting entity. If more than one issue is outstanding, state the title of each issue and the corresponding dollar amount; dollar amount of any shares subscribed but unissued and the deduction of subscriptions receivable there from; number of shares authorized, issued, and outstanding.

+ References

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-Subparagraph (SX 210.5-02(28))
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+ Details

Net Loss Per Share Attributable to Common Stockholders (Tables)

9 Months Ended

Sep. 30, 2022

Net Loss Per Share Attributable to Common Stockholders

Schedule of basic and diluted net loss per share attributable to common stockholders


	Three Months Ended September 30,				Nine Months Ended September 30,
	2022		2021		2022		2021

Numerator:
Net loss	$	(12,844,330)	$	(8,534,073)	$	(37,268,007)	$	(22,751,389)
Denominator - basic and diluted:
Weighted-average common shares outstanding, basic and diluted		26,394,490		18,286,352		26,380,101		9,445,862
Net loss per share - basic and diluted	$	(0.49)	$	(0.47)	$	(1.41)	$	(2.41)

Schedule of potentially dilutive securities that have been excluded from the calculation of diluted net loss per share


	2022	2021

Options to purchase common stock	3,598,026	2,763,245
Total shares of common stock equivalents	3,598,026	2,763,245

Stock-Based Compensation (Tables)

9 Months Ended

Sep. 30, 2022

Stock-Based Compensation

Schedule of assumptions in its application of the Black-Scholes option pricing model for grants


	Nine Months Ended September 30,
	2022	2021

Weighted-average risk-free interest rate	1.35% - 3.31%	0.885% - 1.71%
Expected term (in years)	5.00 - 10 years	5.83 - 10 years
Expected dividend yield	0%	0%
Expected volatility	64.78% - 78.12%	68.92% - 80.99%

Summary of stock option activity


				Weighted
		Weighted-		Average
		Average		Remaining
	Number of	Exercise Price		Contractual	Aggregate
	Options	per Share		Term (in Years)	Intrinsic Value

Outstanding at of December 31, 2021	2,859,544	$	6.55	8.30
Granted	1,099,810		9.39
Exercised	(84,533)		3.02
Cancelled	(276,795)		9.41
Outstanding at September 30, 2022	3,598,026	$	7.28	7.79	$	25,888,461

Vested and exercisable at September 30, 2022	1,759,343	$	5.17	6.78	$	16,143,887
Vested and expected to vest at September 30, 2022	3,598,026	$	7.28	7.79	$	25,888,461

Summary of recognized share-based compensation expense recognized


	Three Months Ended September 30,				Nine Months Ended September 30,
	2022		2021		2022		2021

Cost of revenue	$	1,058	$	38,507	$	9,703	$	83,389
Research and development		507,489		305,739		1,445,145		571,359
General and administrative		557,665		292,560		1,561,435		515,292
Total	$	1,066,212	$	636,806	$	3,016,283	$	1,170,040

Commitments and Contingencies (Tables)

9 Months Ended

Sep. 30, 2022

Commitments and Contingencies.

Schedule of Maturities of the lease liabilities due


	Amount
Remainder of 2022	$	129,815
2023		843,463
2024		732,546
2025		739,689
2026		761,877
Thereafter		4,467,246
Total future lease payments		7,674,636
Less: Imputed interest		(2,823,289)
Total lease liabilities	$	4,851,347
Current portion lease liability	$	308,694
Lease liability, noncurrent		4,542,653
Total lease liability	$	4,851,347

Schedule of Quantitative information regarding the Company's leases


	September 30,		September 30,
	2022		2021
Lease costs:
Operating lease cost	$	777,741	$	102,753
Short-term lease cost		225,839		188,074
Sublease income		(149,260)		—
Total lease costs	$	854,320	$	290,827
Cash paid for amounts included in the measurement of lease liabilities:
Operating cash flows from operating leases	$	479,976	$	83,160
Operating cash flows from short-term leases		225,839		188,074
	$	705,815	$	271,234
Weighted-average remaining lease term - operating leases		9.36 years		4.58 years
Weighted-average discount rate - operating leases		9.3%		6.0%

Organization and Nature of Business (Details) - USD ($)		9 Months Ended
Organization and Nature of Business (Details) - USD ($)	Aug. 03, 2021	Sep. 30, 2021	Sep. 30, 2022	Dec. 31, 2021
Organization and Nature of Business
Aggregate net proceeds		$ 120,318,750
Convertible preferred stock, outstanding (in shares)	8,528,078
Shares issued upon conversion	11,939,281
Accumulated deficit			$ 96,541,395	$ 59,273,388
Class A Common Stock
Organization and Nature of Business
Shares issued	1,125,000
Convertible preferred stock, outstanding (in shares)	11,939,281
IPO
Organization and Nature of Business
Aggregate net proceeds	$ 120,318,750
Offering costs	$ 2,124,317
Convertible preferred stock, outstanding (in shares)	8,528,078
IPO \| Class A Common Stock
Organization and Nature of Business
Shares issued	8,625,000

- Definition

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

+ References + Details

Summary of Significant Accounting Policies - Narrative (Details)	12 Months Ended
	Dec. 31, 2021 USD ($)
Summary of Significant Accounting Policies
Goodwill impairments	$ 0

Summary of Significant Accounting Policies - Deferred Offering Costs (Details) - USD ($)		9 Months Ended
	Aug. 10, 2022	Sep. 30, 2021	Sep. 30, 2022
Class of Stock [Line Items]
Aggregate net proceeds		$ 120,318,750
Equity Distribution Agreement \| Sandler and Co [Member]
Class of Stock [Line Items]
Common stock, par value per share (in dollars per share)	$ 0.001
Aggregate net proceeds	$ 50,000,000
Deferred offering costs		$ 0	$ 300,000

Marketable Securities (Details) - USD ($)	3 Months Ended		9 Months Ended
Marketable Securities (Details) - USD ($)	Sep. 30, 2022	Sep. 30, 2021	Sep. 30, 2022	Sep. 30, 2021	Dec. 31, 2021
Marketable Securities
Impairment on available-for-sale marketable securities	$ 0	$ 0	$ 0	$ 0
Realized gains or losses on marketable securities	0	$ 0	0	$ 0
Marketable securities, current
Marketable securities at amortized cost, current	40,921,913		40,921,913		$ 74,357,607
Marketable securities unrealized gains, current					57
Marketable securities unrealized losses, current	(142,473)		(142,473)		(46,461)
Marketable securities, current	40,779,440		40,779,440		74,311,203
Marketable securities, non-current
Marketable securities at amortized cost, non-current					999,186
Marketable securities unrealized losses, non-current					(2,626)
Marketable securities, non-current					996,560
Marketable securities
Marketable securities at amortized cost					75,356,793
Marketable securities unrealized gains					57
Marketable securities unrealized losses					(49,087)
Marketable securities					75,307,763
U.S. Treasuries
Marketable securities, current
Marketable securities at amortized cost, current	25,425,287		25,425,287		42,147,385
Marketable securities unrealized losses, current	(115,102)		(115,102)		(28,575)
Marketable securities, current	25,310,185		25,310,185		42,118,810
Marketable securities, non-current
Marketable securities at amortized cost, non-current					999,186
Marketable securities unrealized losses, non-current					(2,626)
Marketable securities, non-current					996,560
Government securities
Marketable securities, current
Marketable securities at amortized cost, current	8,057,184		8,057,184		19,218,057
Marketable securities unrealized losses, current	(16,444)		(16,444)		(13,689)
Marketable securities, current	8,040,740		8,040,740		19,204,368
Commerical paper
Marketable securities, current
Marketable securities at amortized cost, current	7,439,442		7,439,442		12,992,165
Marketable securities unrealized gains, current					57
Marketable securities unrealized losses, current	(10,927)		(10,927)		(4,197)
Marketable securities, current	$ 7,428,515		$ 7,428,515		$ 12,988,025

Fair Value Measurements (Details) - USD ($)	9 Months Ended
Fair Value Measurements (Details) - USD ($)	Sep. 30, 2022	Dec. 31, 2021
Assets:
Financial assets classified as Level 3	$ 0
Financial liabilities classified as Level 3	0
Marketable securities		$ 75,307,763
Recurring
Assets:
Total cash equivalents	27,020,980	35,961,344
Total marketable securities	40,779,440	75,307,763
Total cash equivalents and marketable securities	67,800,420	111,269,107
Recurring \| Money market
Assets:
Total cash equivalents	27,020,980	33,961,344
Recurring \| Commerical paper
Assets:
Total cash equivalents		2,000,000
Total marketable securities	7,428,515	12,988,025
Recurring \| U.S. Treasuries
Assets:
Total marketable securities	25,310,185	43,115,370
Recurring \| Government securities
Assets:
Total marketable securities	8,040,740	19,204,368
Recurring \| Level 1
Assets:
Total cash equivalents	27,020,980	33,961,344
Total marketable securities	25,310,185	43,115,370
Total cash equivalents and marketable securities	52,331,165	77,076,714
Recurring \| Level 1 \| Money market
Assets:
Total cash equivalents	27,020,980	33,961,344
Recurring \| Level 1 \| U.S. Treasuries
Assets:
Total marketable securities	25,310,185	43,115,370
Recurring \| Level 2
Assets:
Total cash equivalents		2,000,000
Total marketable securities	15,469,255	32,192,393
Total cash equivalents and marketable securities	15,469,255	34,192,393
Recurring \| Level 2 \| Commerical paper
Assets:
Total cash equivalents		2,000,000
Total marketable securities	7,428,515	12,988,025
Recurring \| Level 2 \| Government securities
Assets:
Total marketable securities	$ 8,040,740	$ 19,204,368

Property and Equipment, net (Details) - USD ($)	Sep. 30, 2022	Dec. 31, 2021
Property and Equipment, net
Property and equipment, gross	$ 1,654,623	$ 981,442
Accumulated depreciation	(344,556)	(174,219)
Property and equipment, net	1,310,067	807,223
Computer equipment
Property and Equipment, net
Property and equipment, gross	422,898	281,666
Furniture and fixtures
Property and Equipment, net
Property and equipment, gross	91,317	84,477
Lab equipment
Property and Equipment, net
Property and equipment, gross	889,510	463,182
Leasehold improvements
Property and Equipment, net
Property and equipment, gross	$ 250,898	$ 152,117

Property and Equipment, net - Depreciation (Details) - USD ($)	3 Months Ended		9 Months Ended
	Sep. 30, 2022	Sep. 30, 2021	Sep. 30, 2022	Sep. 30, 2021
Property and Equipment, net
Depreciation expense	$ 68,075	$ 11,978	$ 170,337	$ 30,652

Business Combination - Narrative (Details)		12 Months Ended
Business Combination - Narrative (Details)	Dec. 22, 2021 USD ($) agreement shares	Dec. 31, 2021 USD ($)
BioArkive Inc \| Research and development
Business Acquisition [Line Items]
Amount of related party expenses		$ 4,548,780
BioArkive Inc
Business Acquisition [Line Items]
Market value of acquisition	$ 8,750,000
Number of lease obligations acquired \| agreement	3
Shares issued \| shares	379,635
Trading days for share price	30 days
Lock in period for shares issued	6 months
Shares issued discount due to lack of marketability	10.00%
Consideration transferred	$ 7,875,000

Business Combination - Assets Acquired and Liabilities Assumed (Details) - USD ($)		9 Months Ended
	Dec. 22, 2021	Sep. 30, 2022	Dec. 31, 2021
Intangible asset
Goodwill		$ 6,690,431	$ 6,701,726
BioArkive Inc
Assets Acquired and Liabilities Assumed at Fair Value
Cash	$ 70,348	70,348
Other currents assets	225,790	225,790
Other long term assets	87,796	87,796
Property and equipment, net	727,539	727,539
Right of use assets	4,824,700	4,824,700
Intangible asset
Technology	439,000	439,000
Goodwill	6,701,726	6,690,431
Total assets acquired	13,076,899	13,065,604
Accounts payable, accrued expenses and other liabilities	69,714	58,419
Deferred tax liabilities	307,485	307,485
Lease liabilities	4,824,700	4,824,700
Net assets acquired	$ 7,875,000	7,875,000
Decrease in goodwill		11,295
Decrease in liabilities		$ (11,295)
Weighted Average Life, technology	15 years

Accrued Expenses (Details) - USD ($)	Sep. 30, 2022	Dec. 31, 2021
Accrued Expenses
Accrued professional services	$ 467,658	$ 250,977
Accrued employee expenses	2,234,420	2,917,282
Accrued contract research expenses	1,691,583	585,416
Accrued other	170,475	211,772
Total	$ 4,564,136	$ 3,965,447

Preferred Stock - Series B (Details) - USD ($)	2 Months Ended	9 Months Ended
Preferred Stock - Series B (Details) - USD ($)	May 31, 2021	Sep. 30, 2022	Aug. 03, 2021
Temporary Equity [Line Items]
Issuance costs		$ 54,600
Shares issued upon conversion			11,939,281
Temporary Equity, Shares Outstanding			8,528,078
Series B Preferred Stock Tranche Two
Temporary Equity [Line Items]
Convertible preferred stock, issued (in shares)	2,412,853
Gross proceeds from issuance of convertible stock	$ 24,799,786
Issuance costs	$ 10,935

Common Stock - Class A common stock (Details) - Class A Common Stock	9 Months Ended	12 Months Ended
	Sep. 30, 2022 Vote $ / shares shares	Dec. 31, 2021 Vote $ / shares shares
Class of Stock [Line Items]
Common stock, shares authorized (in shares)	200,000,000	200,000,000
Common stock, par value per share (in dollars per share) \| $ / shares	$ 0.001	$ 0.001
Common stock, shares issued (in shares)	26,404,732	26,320,199
Common stock, shares outstanding (in shares)	26,404,732	26,320,199
Number of votes \| Vote	1	1

Common Stock (Details) - shares	Sep. 30, 2022	Dec. 31, 2021
Class of Stock [Line Items]
Shares reserved for future issuance	3,598,026	2,859,544
Common stock options
Class of Stock [Line Items]
Shares reserved for future issuance	3,598,026	2,859,544

Common Stock - Class B common stock (Details) - Class B Common Stock	9 Months Ended	12 Months Ended
	Sep. 30, 2022 Vote $ / shares shares	Dec. 31, 2021 Vote $ / shares shares
Class of Stock [Line Items]
Common stock, shares authorized (in shares)	20,000,000	20,000,000
Common stock, par value per share (in dollars per share) \| $ / shares	$ 0.001	$ 0.001
Common stock, shares issued (in shares)	0	0
Common stock, shares outstanding (in shares)	0	0
Number of votes \| Vote	0	0

Common Stock - IPO (Details) - USD ($)	Aug. 03, 2021	Sep. 30, 2022	Dec. 31, 2021
Class of Stock [Line Items]
Convertible preferred stock, outstanding (in shares)	8,528,078
Preferred stock authorized (in shares)		10,000,000	10,000,000
Class A Common Stock
Class of Stock [Line Items]
Shares issued	1,125,000
Convertible preferred stock, outstanding (in shares)	11,939,281
Common stock, shares authorized (in shares)		200,000,000	200,000,000
Common stock, par value per share (in dollars per share)		$ 0.001	$ 0.001
Class B Common Stock
Class of Stock [Line Items]
Common stock, shares authorized (in shares)		20,000,000	20,000,000
Common stock, par value per share (in dollars per share)		$ 0.001	$ 0.001
IPO
Class of Stock [Line Items]
Proceeds from Stock issued	$ 120,318,750
Offering costs	$ 2,124,317
Convertible preferred stock, outstanding (in shares)	8,528,078
Preferred stock authorized (in shares)	10,000,000
IPO \| Class A Common Stock
Class of Stock [Line Items]
Shares issued	8,625,000
Common stock, shares authorized (in shares)	200,000,000
IPO \| Class B Common Stock
Class of Stock [Line Items]
Common stock, shares authorized (in shares)	20,000,000
Common stock, par value per share (in dollars per share)	$ 0.001

Common Stock - Equity Offering (Details) - USD ($)		3 Months Ended	9 Months Ended
Common Stock - Equity Offering (Details) - USD ($)	Aug. 10, 2022	Sep. 30, 2022	Sep. 30, 2022	Sep. 30, 2021
Class of Stock [Line Items]
Aggregate net proceeds				$ 120,318,750
At the market offering
Class of Stock [Line Items]
Common stock, par value per share (in dollars per share)	$ 0.001
Aggregate gross sales proceeds	$ 50,000,000
Percentage on gross proceeds from common stock sold for sales agent commission	3.00%
Deferred offering costs		$ 300,000	$ 300,000	$ 0
Shares sold		0	0

Net Loss Per Share Attributable to Common Stockholders - Basic and diluted net loss per share attributable to common stockholders (Details) - USD ($)	3 Months Ended						9 Months Ended
	Sep. 30, 2022	Jun. 30, 2022	Mar. 31, 2022	Sep. 30, 2021	Jun. 30, 2021	Mar. 31, 2021	Sep. 30, 2022	Sep. 30, 2021
Numerator:
Net loss	$ (12,844,330)	$ (11,527,303)	$ (12,896,374)	$ (8,534,073)	$ (7,987,665)	$ (6,229,651)	$ (37,268,007)	$ (22,751,389)
Denominator - basic and diluted:
Weighted-average common shares outstanding, basic	26,394,490			18,286,352			26,380,101	9,445,862
Weighted-average common shares outstanding, diluted	26,394,490			18,286,352			26,380,101	9,445,862
Net loss per share, basic	$ (0.49)			$ (0.47)			$ (1.41)	$ (2.41)
Net loss per share, diluted	$ (0.49)			$ (0.47)			$ (1.41)	$ (2.41)

- Definition

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

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+ Details

Net Loss Per Share Attributable to Common Stockholders - Antidilutive effect (Details) - shares	9 Months Ended
	Sep. 30, 2022	Sep. 30, 2021
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items]
Total shares of common stock equivalents	3,598,026	2,763,245
Common stock options
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items]
Total shares of common stock equivalents	3,598,026	2,763,245

Stock-Based Compensation - Narratives (Details) - USD ($)		3 Months Ended		9 Months Ended
	Jul. 23, 2021	Sep. 30, 2022	Sep. 30, 2021	Sep. 30, 2022	Sep. 30, 2021	Dec. 31, 2021
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Stock-based compensation expense		$ 1,066,212	$ 636,806	$ 3,016,283	$ 1,170,040
Granted (in shares)				1,099,810
Grant date weighted average fair value				$ 9.39
Shares reserved for future issuance		3,598,026		3,598,026		2,859,544
Incentive Plan
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Vesting period				4 years
Option available for future grant		2,825,173		2,825,173
Stock-based compensation expense		$ 1,066,212	$ 636,806	$ 3,016,283	$ 1,170,040
Compensation expense remaining to be recognized		$ 10,147,422		$ 10,147,422
Compensation expense recognized over a weighted-average period				2 years 7 months 6 days
2021 ESPP \| Class A Common Stock
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Granted (in shares)				0
Shares reserved for future issuance	250,000
Aggregate number of shares outstanding (as a percent)	1.00%
2021 ESPP \| Maximum \| Class A Common Stock
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Granted (in shares)	3,340,000
2021 Plan
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Shares reserved for future issuance		2,528,225		2,528,225
2021 Plan \| Maximum
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Shares reserved for future issuance	2,590,000
Aggregate number of shares outstanding (as a percent)	4.00%
2021 Plan \| Maximum \| Class A Common Stock
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Granted (in shares)	15,350,000

Stock-Based Compensation - Assumptions (Details)	9 Months Ended
Stock-Based Compensation - Assumptions (Details)	Sep. 30, 2022	Sep. 30, 2021
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Weighted-average risk-free interest rate, minimum	1.35%	0.885%
Weighted-average risk-free interest rate, maximum	3.31%	1.71%
Expected dividend yield	0.00%	0.00%
Expected volatility, minimum	64.78%	68.92%
Expected volatility, maximum	78.12%	80.99%
Minimum
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Expected term (in years)	5 years	5 years 9 months 29 days
Maximum
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Expected term (in years)	10 years	10 years

Stock-Based Compensation - stock option activity (Details)	9 Months Ended	12 Months Ended
	Sep. 30, 2022 USD ($) $ / shares shares	Dec. 31, 2021 $ / shares shares
Number of options
Outstanding at the beginning (in shares) \| shares	2,859,544
Granted (in shares) \| shares	1,099,810
Exercised (in shares) \| shares	(84,533)
Cancelled (in shares) \| shares	(276,795)
Outstanding at the end (in shares) \| shares	3,598,026	2,859,544
Vested and exercisable (in shares) \| shares	1,759,343
Vested and expected to vest (in shares) \| shares	3,598,026
Weighted Average Exercise Price per Share
Weighted Average Exercise Price per Share Outstanding at the beginning (in dollars per share) \| $ / shares	$ 6.55
Weighted Average Exercise Price per Share Granted (in dollars per share) \| $ / shares	9.39
Weighted Average Exercise Price per Share Exercised (in dollars per share) \| $ / shares	3.02
Weighted Average Exercise Price per Share Cancelled (in dollars per share) \| $ / shares	9.41
Weighted Average Exercise Price per Share Outstanding at the end (in dollars per share) \| $ / shares	7.28	$ 6.55
Weighted Average Exercise Price per Share Vested and Exercisable (in dollars per share) \| $ / shares	5.17
Weighted Average Exercise Price per Share Vested and Expected to Vest exercisable (in dollars per share) \| $ / shares	$ 7.28
Weighted Average Remaining Contractual Contractual Term
Weighted Average Remaining Contractual Term (in years)		8 years 3 months 18 days
Weighted Average Remaining Contractual Term Repurchased (in Years)	7 years 9 months 14 days
Weighted Average Remaining Contractual Term, Vested and exercisable (in Years)	6 years 9 months 10 days
Weighted Average Remaining Contractual Term, Vested and expected to vest (in Years)	7 years 9 months 14 days
Aggregate Intrinsic Value
Aggregate Intrinsic Value Outstanding \| $	$ 25,888,461
Aggregate Intrinsic Value Vested and exercisable \| $	16,143,887
Aggregate Intrinsic Value Vested and expected to vest \| $	$ 25,888,461

Stock-Based Compensation - Share-based compensation expense (Details) - USD ($)	3 Months Ended		9 Months Ended
	Sep. 30, 2022	Sep. 30, 2021	Sep. 30, 2022	Sep. 30, 2021
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Share-based compensation expense	$ 1,066,212	$ 636,806	$ 3,016,283	$ 1,170,040
Cost of revenue
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Share-based compensation expense	1,058	38,507	9,703	83,389
Research and development
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Share-based compensation expense	507,489	305,739	1,445,145	571,359
General and administrative
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Share-based compensation expense	$ 557,665	$ 292,560	$ 1,561,435	$ 515,292

Commitments and Contingencies - Narratives (Details)	1 Months Ended	9 Months Ended
Commitments and Contingencies - Narratives (Details)	Jan. 31, 2022 USD ($)	Sep. 30, 2022 USD ($)	Dec. 31, 2021 USD ($)	Dec. 22, 2021 USD ($) ft² agreement	Oct. 31, 2020 USD ($)
Lessee, Lease, Description [Line Items]
Notice period for termination of lease		1 month
Minimum lease payment due 2022		$ 129,815
Right of use asset		4,512,883	$ 5,324,198
Lease liability		4,851,347
Decrease in right-of-use asset	$ 347,739
Incremental borrowing rate	6.00%
BioArkive Inc
Lessee, Lease, Description [Line Items]
Right of use asset				$ 4,824,700
Lease liability				$ 4,824,700
Number of lease obligations assumed \| agreement				3
Lease Termination on April 30, 2032 [Member]
Lessee, Lease, Description [Line Items]
Area of Property Under Lease \| ft²				38,613
Lease Termination on December 31, 2022 [Member]
Lessee, Lease, Description [Line Items]
Area of Property Under Lease \| ft²				6,100
Lease Termination on March 31, 2024 [Member]
Lessee, Lease, Description [Line Items]
Area of Property Under Lease \| ft²				4,760
Office Space In Cambridge, Massachusetts, New York, San Francisco, California [Member]
Lessee, Lease, Description [Line Items]
Minimum lease payment due 2022		$ 26,556
Office And Laboratory Space in San Diego California [Member]
Lessee, Lease, Description [Line Items]
Period of lease modification	20 months
2020 San Diego Lease
Lessee, Lease, Description [Line Items]
Lease term					67 months
Right of use asset					$ 637,863

Commitments and Contingencies - Maturities of the lease liabilities due (Details) - USD ($)	Sep. 30, 2022	Dec. 31, 2021
Commitments and Contingencies.
Remainder of 2022	$ 129,815
2023	843,463
2024	732,546
2025	739,689
2026	761,877
Thereafter	4,467,246
Total future lease payments	7,674,636
Less: Imputed interest	(2,823,289)
Total lease liabilities	4,851,347
Current portion lease liability	308,694	$ 274,039
Lease liability, noncurrent	$ 4,542,653	$ 5,090,897

Commitments and Contingencies - Lease cost and contract termination (Details) - USD ($)	9 Months Ended
	Sep. 30, 2022	Sep. 30, 2021
Lease costs:
Operating lease cost	$ 777,741	$ 102,753
Short-term lease cost	225,839	188,074
Sublease income	(149,260)
Total lease costs	854,320	290,827
Cash paid for amounts included in the measurement of lease liabilities:
Operating cash flows from operating leases	479,976	83,160
Operating cash flows from short-term leases	225,839	188,074
Total lease Payment	$ 705,815	$ 271,234
Weighted-average remaining lease term - operating leases	9 years 4 months 9 days	4 years 6 months 29 days
Weighted-average discount rate - operating leases	9.30%	6.00%
Notice Period For Contract Termination	30 days