0001790340-23-000048 | 10-Q | XBRL Viewer

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Fair Value Measurements - Schedule of Cash Equivalents and Marketable Securities (Details) - Recurring - USD ($)	Jun. 30, 2023	Dec. 31, 2022
Assets:
Total cash equivalents	$ 103,742,271	$ 23,110,492
Total marketable securities	4,967,840	32,887,970
Total cash equivalents and marketable securities	108,710,111	55,998,462
Money market
Assets:
Total cash equivalents	103,742,271	19,118,892
Government securities
Assets:
Total cash equivalents		2,742,025
Total marketable securities	3,726,290	8,073,185
Commercial paper
Assets:
Total cash equivalents		1,249,575
Total marketable securities	1,241,550	11,854,010
U.S. Treasuries
Assets:
Total marketable securities		12,960,775
Level 1
Assets:
Total cash equivalents	103,742,271	19,118,892
Total marketable securities	0	12,960,775
Total cash equivalents and marketable securities	103,742,271	32,079,667
Level 1 \| Money market
Assets:
Total cash equivalents	103,742,271	19,118,892
Level 1 \| Government securities
Assets:
Total cash equivalents		0
Total marketable securities	0	0
Level 1 \| Commercial paper
Assets:
Total cash equivalents		0
Total marketable securities	0	0
Level 1 \| U.S. Treasuries
Assets:
Total marketable securities		12,960,775
Level 2
Assets:
Total cash equivalents	0	3,991,600
Total marketable securities	4,967,840	19,927,195
Total cash equivalents and marketable securities	4,967,840	23,918,795
Level 2 \| Money market
Assets:
Total cash equivalents	0	0
Level 2 \| Government securities
Assets:
Total cash equivalents		2,742,025
Total marketable securities	3,726,290	8,073,185
Level 2 \| Commercial paper
Assets:
Total cash equivalents		1,249,575
Total marketable securities	1,241,550	11,854,010
Level 2 \| U.S. Treasuries
Assets:
Total marketable securities		0
Level 3
Assets:
Total cash equivalents	0	0
Total marketable securities	0	0
Total cash equivalents and marketable securities	0	0
Level 3 \| Money market
Assets:
Total cash equivalents	0	0
Level 3 \| Government securities
Assets:
Total cash equivalents		0
Total marketable securities	0	0
Level 3 \| Commercial paper
Assets:
Total cash equivalents		0
Total marketable securities	$ 0	0
Level 3 \| U.S. Treasuries
Assets:
Total marketable securities		$ 0

Common Stock

6 Months Ended

Jun. 30, 2023

Stockholders' Equity Note [Abstract]

Common Stock

The Company had 200,000,000 authorized shares of Class A common stock, $0.001 par value per share as of June 30, 2023 and December 31, 2022 of which 29,263,028 and 26,418,732 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 June 30, 2023 and December 31, 2022, the following number of shares of Class A common stock have been reserved:


	June 30, 2023	December 31, 2022

Exercise of common stock options	5,453,392	3,559,041
	5,453,392	3,559,041

The Company had 20,000,000 authorized shares of Class B common stock, $0.001 par value per share as of June 30, 2023 and December 31, 2022, 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 and 20,000,000 shares of Class B common stock, par value $0.001 per share; (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 Offerings

On August 10, 2022, the Company filed a Registration Statement on Form S-3 (File No. 333-266738) (the “2022 Shelf Registration Statement”) with the SEC in relation to the registration of common stock, preferred stock, debt securities, warrants and/or units or any combination thereof in the aggregate amount of up to $200 million for a period of up to three years from the date of its effectiveness on August 19, 2022.

On August 10, 2022, the Company also entered into the Sales Agreement with the Sales Agent to sell shares of the Company’s Class A 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 (the “ATM Program”) under the 2022 Shelf Registration Statement. 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 June 30, 2023. The Company had approximately $0.3 million of deferred offering costs as of both June 30, 2023 and December 31, 2022. No shares were sold pursuant to the ATM Program during the three- or six-month periods ended June 30, 2023 or June 30, 2022, respectively.

On April 20, 2023, the Company completed an underwritten follow-on equity offering, pursuant to which it issued and sold 2,727,273 shares of its Class A common stock, $0.001 par value per share, at an offering price of $11.00 per share under the 2022 Shelf Registration Statement. The aggregate net proceeds received by the Company from the offering were $28,200,003, after deducting underwriting discounts and commissions, but before deducting offering costs payable by the Company of $203,768.

- 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://fasb.org/us-gaap/role/ref/legacyRef
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+ Details

CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS (Unaudited) - USD ($)	6 Months Ended
	Jun. 30, 2023	Jun. 30, 2022
Cash flows from operating activities:
Net loss	$ (25,792,918)	$ (24,423,677)
Adjustment to reconcile to net loss to net cash used in operating activities:
Depreciation/amortization expense	154,768	102,263
Reduction in carrying amount of right-of-use assets	213,737	285,302
Intangible asset amortization	14,633	15,420
Stock-based compensation expense	2,607,387	1,950,071
Net amortization of premium (accretion of discount) on marketable securities	(301,968)	144,441
Loss on disposal of fixed assets	1,483	0
(Increase) decrease in:
Accounts receivable	12,417	67,615
Prepaid expenses and other current assets	687,779	2,026,298
Other assets	0	12,550
Increase (decrease) in:
Accounts payable	(499,262)	(154,099)
Accrued expenses	(2,074,094)	(1,727,466)
Lease liability	(197,000)	(86,141)
Other liabilities	6,537	57,111
Net cash used in operating activities	(25,166,501)	(21,730,312)
Cash flows from investing activities:
Purchases of property and equipment	(114,679)	(280,047)
Purchases of marketable securities	0	(17,989,202)
Maturities of marketable securities	28,250,000	52,828,000
Net cash provided by investing activities	28,135,321	34,558,751
Cash flows from financing activities:
Proceeds from exercise of stock options	415,555	220,895
Proceeds from public offering of common stock, net of commissions and underwriting	28,200,003	0
Payment of offering costs	(203,768)	0
Net cash provided by financing activities	28,411,790	220,895
Net increase in cash and cash equivalents	31,380,610	13,049,334
Cash and cash equivalents at beginning of period	72,636,886	74,888,145
Cash and cash equivalents at end of period	104,017,496	87,937,479
Supplemental disclosures of noncash information:
Property and equipment in accounts payable/accrued expenses	37,705	0
Reduction of right-of-use asset and lease liability in connection with lease modification	$ 0	$ 347,739

Net Loss Per Share Attributable to Common Stockholders - Antidilutive effect (Details) - shares	6 Months Ended
	Jun. 30, 2023	Jun. 30, 2022
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items]
Total shares of common stock equivalents (in shares)	5,453,392	3,827,454
Options to purchase common stock
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items]
Total shares of common stock equivalents (in shares)	5,453,392	3,827,454

Fair Value Measurements - Narrative (Details)	6 Months Ended
Fair Value Measurements - Narrative (Details)	Jun. 30, 2023 USD ($)
Fair Value Disclosures [Abstract]
Financial assets classified as Level 3	$ 0
Financial liabilities classified as Level 3	$ 0

Common Stock - Schedule of Common Stock (Details) - shares	Jun. 30, 2023	Dec. 31, 2022
Class of Stock [Line Items]
Shares reserved for future issuance (in shares)	5,453,392	3,559,041
Exercise of common stock options
Class of Stock [Line Items]
Shares reserved for future issuance (in shares)	5,453,392	3,559,041

Stock-Based Compensation

6 Months Ended

Jun. 30, 2023

Share-Based Payment Arrangement [Abstract]

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. 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 June 30, 2023, there were 1,598,585 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 June 30, 2023, no shares had been issued under the 2021 ESPP.

The Company recognized stock-based compensation expense of $1,333,882 and $2,607,387 during the three and six months ended June 30, 2023, respectively. During the three and six months ended June 30, 2022, the Company recognized stock-based compensation expense of $1,052,421 and $1,950,071, respectively. As of June 30, 2023, compensation expense remaining to be recognized for outstanding stock options was $13,650,381 and to be recognized over a weighted-average period of 2.80 years.

The fair value of options granted is calculated on the grant date using the Black-Scholes option valuation model. Prior to the Company's IPO on August 3, 2021, the Company was a private company thus 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 companies and expects to continue to do so until such time as it has adequate historical data regarding the volatility of its own publicly traded stock price. For the six months ended June 30, 2023, the Company granted 2,222,610 shares of stock options at a weighted-average grant date fair value of $5.23.

The Company used the following assumptions in its application of the Black-Scholes option pricing model for grants during the six months ended June 30, 2023 and 2022:


	Six Months Ended June 30,
	2023	2022

Weighted-average risk-free interest rate	3.46% - 4.07%	1.35% - 3.31%
Expected term (in years)	5.00 - 10.00	5.00 - 10.00
Expected dividend yield	0%	0%
Expected volatility	64.86% - 70.50%	65.24% - 78.12%

The following table summarizes the stock option activity during the six months ended June 30, 2023:


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

Outstanding at December 31, 2022	3,559,041	$	7.36
Granted	2,222,610	5.23
Exercised	(117,023)	3.55
Cancelled	(211,236)	9.38
Outstanding at June 30, 2023	5,453,392	$	6.49	8.12	$	22,004,455

Vested and exercisable at June 30, 2023	2,270,279	$	5.70	6.70	$	10,828,574
Vested and expected to vest at June 30, 2023	5,453,392	$	6.49	8.12	$	22,004,455

For the three and six months ended June 30, 2023 and 2022, the Company recognized share-based compensation expense recognized on the accompanying condensed consolidated statements of operations as follows:


	Three Months Ended June 30,				Six Months Ended June 30,
	2023		2022		2023		2022

Cost of revenue	$	—	$	4,014	$	—	$	8,644
Research and development	615,975		504,938		1,206,810		937,657
General and administrative	717,907		543,469		1,400,577		1,003,770
Total	$	1,333,882	$	1,052,421	$	2,607,387	$	1,950,071

Accrued Expenses (Tables)

6 Months Ended

Jun. 30, 2023

Accrued Liabilities, Current [Abstract]

Schedule of Accrued Expenses

Accrued expenses consisted of the following:


	June 30, 2023		December 31, 2022

Accrued professional services	$	205,615	$	297,234
Accrued employee expenses	1,763,479		3,631,082
Accrued contract research expenses	398,796		425,846
Accrued other	59,009		146,831
Total	$	2,426,899	$	4,500,993

Fair Value Measurements

6 Months Ended

Jun. 30, 2023

Fair Value Disclosures [Abstract]

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 June 30, 2023:


	Level 1		Level 2		Level 3		Total
Assets:
Cash equivalents
Money market	$	103,742,271	$	—	$	—	$	103,742,271
Total cash equivalents	103,742,271		—		—		103,742,271

Marketable securities:
Government securities	$	—	$	3,726,290	$	—	$	3,726,290
Commercial paper	—		1,241,550		—		1,241,550
Total marketable securities	—		4,967,840		—		4,967,840
Total cash equivalents and marketable securities	$	103,742,271	$	4,967,840	$	—	$	108,710,111

There have been no changes to the valuation methods during the six months ended June 30, 2023. 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 six months ended June 30, 2023.

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 June 30, 2023 and December 31, 2022.

The following table summarizes our cash equivalents and marketable securities measured at fair value on a recurring basis as of December 31, 2022:


	Level 1		Level 2		Level 3		Total
Assets:
Cash equivalents
Money market	$	19,118,892	$	—	$	—	$	19,118,892
Commercial paper	—		1,249,575		—		1,249,575
Government securities	—		2,742,025		—		2,742,025
Total cash equivalents	19,118,892		3,991,600		—		23,110,492

Marketable securities:
U.S. Treasuries	$	12,960,775	$	—	$	—	$	12,960,775
Government securities	—		8,073,185		—		8,073,185
Commercial paper	—		11,854,010		—		11,854,010
Total marketable securities	12,960,775		19,927,195		—		32,887,970
Total cash equivalents and marketable securities	$	32,079,667	$	23,918,795	$	—	$	55,998,462

- 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

Commitments and Contingencies - Lease cost and contract termination (Details) - USD ($)	6 Months Ended
	Jun. 30, 2023	Jun. 30, 2022
Lease costs:
Operating lease cost	$ 450,496	$ 527,413
Short-term lease cost	108,586	164,373
Sublease income	(84,074)	(95,470)
Total lease costs	475,008	596,316
Cash paid for amounts included in the measurement of lease liabilities:
Operating cash flows from operating leases	433,759	328,250
Operating cash flows from short-term leases	108,586	164,373
Total lease Payment	$ 542,345	$ 492,623
Weighted-average remaining lease term - operating leases	8 years 9 months	9 years 5 months 26 days
Weighted-average discount rate - operating leases	9.10%	9.30%

Stock-Based Compensation - Share-based compensation expense (Details) - USD ($)	3 Months Ended		6 Months Ended
	Jun. 30, 2023	Jun. 30, 2022	Jun. 30, 2023	Jun. 30, 2022
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Share-based compensation expense	$ 1,333,882	$ 1,052,421	$ 2,607,387	$ 1,950,071
Cost of revenue
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Share-based compensation expense	0	4,014	0	8,644
Research and development
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Share-based compensation expense	615,975	504,938	1,206,810	937,657
General and administrative
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Share-based compensation expense	$ 717,907	$ 543,469	$ 1,400,577	$ 1,003,770

Marketable Securities

6 Months Ended

Jun. 30, 2023

Investments, Debt and Equity Securities [Abstract]

Marketable Securities

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 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 six months ended June 30, 2023 or 2022. Realized gains and losses are included in other expense.

Our marketable securities portfolio only contains investments in U.S. Treasury and other U.S. government-backed securities. We review our portfolio based on the underlying risk profile of the securities and have a zero loss expectation for these investments. We also regularly review the securities in an unrealized loss position and evaluate the current expected credit loss by considering factors such as historical experience, market data, issuer-specific factors, and current economic conditions.

During the three and six months ended June 30, 2023 and 2022, we recognized no year-to-date credit loss related to our short-term investments, and had no allowance for credit loss recorded as of June 30, 2023 or December 31, 2022.

Marketable securities as of June 30, 2023 consisted of the following:


	June 30, 2023
	Amortized Cost		Unrealized Gains		Unrealized Losses		Fair Value
Assets:
Current:
Government securities	$	3,728,641	$	—	$	(2,351)	$	3,726,290
Commercial paper	1,241,417		133		—		1,241,550
Total marketable securities	$	4,970,058	$	133	$	(2,351)	$	4,967,840

Marketable securities as of December 31, 2022 consisted of the following:


	December 31, 2022
	Amortized Cost		Unrealized Gains		Unrealized Losses		Fair Value
Assets:
Current:
U.S. Treasuries	$	12,986,424	$	—	$	(25,649)	$	12,960,775
Government securities	8,084,107		1,099		(12,021)		8,073,185
Commercial paper	11,847,902		6,847		(739)		11,854,010
Total marketable securities	$	32,918,433	$	7,946	$	(38,409)	$	32,887,970

Marketable Securities - Narrative (Details) - USD ($)	3 Months Ended		6 Months Ended
Marketable Securities - Narrative (Details) - USD ($)	Jun. 30, 2023	Jun. 30, 2022	Jun. 30, 2023	Jun. 30, 2022	Dec. 31, 2022
Investments, Debt and Equity Securities [Abstract]
Credit loss related to short-term investments	$ 0	$ 0	$ 0	$ 0
Allowance for credit loss	$ 0		$ 0		$ 0

Organization and Nature of Business	6 Months Ended
Organization and Nature of Business	Jun. 30, 2023
Organization, Consolidation and Presentation of Financial Statements [Abstract]
Organization and Nature of Business	Organization and Nature of Business Immuneering Corporation, a Delaware corporation, (“Immuneering” or the “Company”) was incorporated in 2008. Immuneering is a clinical-stage oncology company developing medicines for broad populations of cancer patients with an initial aim to therapeutically address universal-RAS. The Company aims to achieve universal activity through deep cyclic inhibition of the MAPK pathway, impacting cancer cells while sparing healthy cells. Immuneering’s lead product candidate, IMM-1-104, is in a Phase 1/2a study in patients with advanced solid tumors harboring RAS mutations. 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 programs 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. On April 20, 2023, the Company completed an underwritten follow-on equity offering, pursuant to which it issued and sold 2,727,273 shares of its Class A common stock $0.001 par value per share at an offering price of $11.00 per share. The aggregate net proceeds received by the Company from the offering were $28,200,003, after deducting underwriting discounts and commissions, but before deducting offering costs payable by the Company of $203,768. To date, the Company has funded its operations through service revenues (which have since ceased), and with proceeds from the sale of its capital stock and convertible notes. The Company has incurred recurring losses over the past several years and as of June 30, 2023, the Company had an accumulated deficit of $135,579,875. 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, 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 unaudited condensed consolidated financial statements. The full extent to which the 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.

CONDENSED CONSOLIDATED STATEMENTS OF STOCKHOLDERS’ EQUITY (Unaudited) (Parenthetical) - USD ($)		3 Months Ended
	Apr. 20, 2023	Jun. 30, 2023
Underwriting Offering
Proceeds, before deducting offering costs payable	$ 203,768	$ 203,768

Summary of Significant Accounting Policies (Policies)	6 Months Ended
Summary of Significant Accounting Policies (Policies)	Jun. 30, 2023
Accounting Policies [Abstract]
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 subsidiaries. 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 year ended December 31, 2022.
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, 2022. 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 liabilities. 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 basis 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 identified for the year ended December 31, 2022 or the six months ended June 30, 2023.
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 of deferred offering costs as of both June 30, 2023 and December 31, 2022.
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”) 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) became effective for the Company on January 1, 2023. The Company adopted this effective January 1, 2023 and there was no impact to the 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 adopted this effective January 1, 2023 and there was no impact to the condensed consolidated financial statements.

Common Stock - Equity Offerings (Details) - USD ($)			3 Months Ended		6 Months Ended
Common Stock - Equity Offerings (Details) - USD ($)	Apr. 20, 2023	Aug. 10, 2022	Jun. 30, 2023	Jun. 30, 2022	Jun. 30, 2023	Jun. 30, 2022	Dec. 31, 2022
Class A Common Stock
Class of Stock [Line Items]
Common stock, par value per share (in dollars per share)			$ 0.001		$ 0.001		$ 0.001
At the market offering
Class of Stock [Line Items]
Percentage on gross proceeds from common stock sold for sales agent commission		3.00%
Deferred offering costs			$ 300,000		$ 300,000		$ 300,000
Shares sold (in shares)			0	0	0	0
At the market offering \| Class A Common Stock
Class of Stock [Line Items]
Common stock, par value per share (in dollars per share)		$ 0.001
Aggregate gross sales proceeds		$ 50,000,000
Underwriting Offering
Class of Stock [Line Items]
Shares sold (in shares)	2,727,273
Sale of stock (in dollars per share)	$ 11.00
Proceeds from company offering	$ 28,200,003
Proceeds, before deducting offering costs payable	$ 203,768		$ 203,768
Underwriting Offering \| Class A Common Stock
Class of Stock [Line Items]
Common stock, par value per share (in dollars per share)	$ 0.001
Maximum
Class of Stock [Line Items]
Aggregate amount		$ 200,000,000
Date of effective period		3 years

Common Stock (Tables)

6 Months Ended

Jun. 30, 2023

Stockholders' Equity Note [Abstract]

Schedule of Common Stock for Conversion of Preferred Stock, Exercise of Warrants and Exercise of Stock Options

As of June 30, 2023 and December 31, 2022, the following number of shares of Class A common stock have been reserved:


	June 30, 2023	December 31, 2022

Exercise of common stock options	5,453,392	3,559,041
	5,453,392	3,559,041

- 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.

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+ Details

Property and Equipment, net

6 Months Ended

Jun. 30, 2023

Property, Plant and Equipment [Abstract]

Property and Equipment, net

Property and equipment, net consisted of the following:


	June 30, 2023		December 31, 2022

Computer equipment	$	445,577	$	437,346
Furniture and fixtures	91,317		91,317
Lab equipment	1,099,567		970,374
Leasehold improvements	298,941		288,908
Total	1,935,402		1,787,945
Accumulated depreciation/amortization	(569,661)		(418,337)
Property and equipment, net	$	1,365,741	$	1,369,608

Depreciation/amortization expense totaled $78,242 and $54,560 for the three months ended June 30, 2023 and 2022, respectively. Depreciation/amortization expense totaled $154,768 and $102,263 for the six months ended June 30, 2023 and 2022, respectively.

CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS AND COMPREHENSIVE LOSS (Unaudited) - USD ($)	3 Months Ended		6 Months Ended
	Jun. 30, 2023	Jun. 30, 2022	Jun. 30, 2023	Jun. 30, 2022
Statement of Comprehensive Income [Abstract]
Revenue	$ 0	$ 94,419	$ 0	$ 278,117
Cost of revenue	0	47,933	0	138,778
Gross profit	0	46,486	0	139,339
Operating expenses
Research and development	9,452,711	7,981,075	19,663,637	17,031,517
General and administrative	4,044,960	3,704,143	8,506,291	7,664,112
Amortization of intangible asset	7,317	7,317	14,633	15,420
Total operating expenses	13,504,988	11,692,535	28,184,561	24,711,049
Loss from operations	(13,504,988)	(11,646,049)	(28,184,561)	(24,571,710)
Other income (expense)
Interest income	1,166,047	142,799	1,997,321	275,304
Other income (expense)	150,193	(24,053)	394,322	(127,271)
Net loss	$ (12,188,748)	$ (11,527,303)	$ (25,792,918)	$ (24,423,677)
Net loss per share attributable to common stockholders, basic (in dollars per share)	$ (0.43)	$ (0.44)	$ (0.94)	$ (0.93)
Net loss per share attributable to common stockholders, diluted (in dollars per share)	$ (0.43)	$ (0.44)	$ (0.94)	$ (0.93)
Weighted-average common shares outstanding, basic (in shares)	28,647,450	26,386,343	27,550,922	26,372,787
Weighted-average common shares outstanding, diluted (in shares)	28,647,450	26,386,343	27,550,922	26,372,787
Other comprehensive loss:
Unrealized gains (losses) from marketable securities	$ (2,724)	$ (14,166)	$ 27,902	$ (132,552)
Comprehensive Loss	$ (12,191,472)	$ (11,541,469)	$ (25,765,016)	$ (24,556,229)

Net Loss Per Share Attributable to Common Stockholders - Basic and diluted net loss per share attributable to common stockholders (Details) - USD ($)	3 Months Ended				6 Months Ended
	Jun. 30, 2023	Mar. 31, 2023	Jun. 30, 2022	Mar. 31, 2022	Jun. 30, 2023	Jun. 30, 2022
Numerator:
Net loss	$ (12,188,748)	$ (13,604,171)	$ (11,527,303)	$ (12,896,374)	$ (25,792,918)	$ (24,423,677)
Denominator - basic and diluted:
Weighted-average common shares outstanding, basic (in shares)	28,647,450		26,386,343		27,550,922	26,372,787
Weighted-average common shares outstanding, diluted (in shares)	28,647,450		26,386,343		27,550,922	26,372,787
Earnings per share:
Net loss per share, basic (in dollars per share)	$ (0.43)		$ (0.44)		$ (0.94)	$ (0.93)
Net loss per share, diluted (in dollars per share)	$ (0.43)		$ (0.44)		$ (0.94)	$ (0.93)

- 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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The amount of net income (loss) for the period available to each share of common stock or common unit outstanding during the reporting period and to each share or unit that would have been outstanding assuming the issuance of common shares or units for all dilutive potential common shares or units outstanding during the reporting period.

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

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+ Details

Net Loss Per Share Attributable to Common Stockholders (Tables)

6 Months Ended

Jun. 30, 2023

Earnings Per Share [Abstract]

Schedule of Basic and Diluted Net Loss Per Share Attributable to Common Stockholders

Basic and diluted net loss per share attributable to common stockholders was calculated at June 30, 2023 and June 30, 2022 as follows:


	Three Months Ended June 30,				Six Months Ended June 30,
	2023		2022		2023		2022

Numerator:
Net loss	$	(12,188,748)	$	(11,527,303)	$	(25,792,918)	$	(24,423,677)
Denominator - basic and diluted:
Weighted-average common shares outstanding, basic and diluted	28,647,450		26,386,343		27,550,922		26,372,787
Net loss per share - basic and diluted	$	(0.43)	$	(0.44)	$	(0.94)	$	(0.93)

Schedule of Potentially Dilutive Securities that have been Excluded from the Calculation of Diluted Net Loss Per Share

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 June 30, 2023 and June 30, 2022:


	2023	2022

Options to purchase common stock	5,453,392	3,827,454
Total shares of common stock equivalents	5,453,392	3,827,454

Commitments and Contingencies - Narrative (Details)	1 Months Ended	6 Months Ended
Commitments and Contingencies - Narrative (Details)	Jan. 31, 2022 USD ($)	Jun. 30, 2023 USD ($)	Dec. 31, 2022 USD ($)	Dec. 22, 2021 USD ($) ft² agreement	Oct. 31, 2020 USD ($)
Lessee, Lease, Description [Line Items]
Right-of-use assets, net		$ 4,194,049	$ 4,407,785
Increase (decrease) in right of use asset	$ 347,739
Incremental borrowing rate	6.00%
Lease liability		4,644,683
Remainder of 2023		409,704
Liability, to be paid 2024		$ 732,546
Notice period for contract termination		30 days
Lease Termination on April 30, 2032
Lessee, Lease, Description [Line Items]
Area of property under lease \| ft²				38,613
Lease Termination on December 31, 2022
Lessee, Lease, Description [Line Items]
Area of property under lease \| ft²				6,100
Lease Termination on March 31, 2024
Lessee, Lease, Description [Line Items]
Area of property under lease \| ft²				4,760
BioArkive Inc
Lessee, Lease, Description [Line Items]
Right-of-use assets, net				$ 4,824,700
Number of lease obligations acquired \| agreement				3
Lease liability				$ 4,824,700
2020 San Diego Lease
Lessee, Lease, Description [Line Items]
Lease term					67 months
Right-of-use assets, net					$ 637,863
Office and Laboratory Space in San Diego California
Lessee, Lease, Description [Line Items]
Period of lease modification	20 months
Office Space in Cambridge, Massachusetts, New York, San Francisco, California
Lessee, Lease, Description [Line Items]
Remainder of 2023		$ 43,902
Liability, to be paid 2024		$ 13,840

Common Stock - Class B Common Stock (Details) - Class B Common Stock	6 Months Ended	12 Months Ended
	Jun. 30, 2023 Vote $ / shares shares	Dec. 31, 2022 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	Jun. 30, 2023	Dec. 31, 2022
Class of Stock [Line Items]
Preferred stock, shares authorized (in shares)		10,000,000	10,000,000
Class A Common Stock
Class of Stock [Line Items]
Shares issued (in shares)	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, shares authorized (in shares)	10,000,000
IPO \| Class A Common Stock
Class of Stock [Line Items]
Shares issued (in shares)	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

Marketable Securities - Schedule of Marketable Securities (Details) - USD ($)	Jun. 30, 2023	Dec. 31, 2022
Marketable securities, current
Amortized Cost	$ 4,970,058	$ 32,918,433
Unrealized Gains	133	7,946
Unrealized Losses	(2,351)	(38,409)
Fair Value	4,967,840	32,887,970
Government securities
Marketable securities, current
Amortized Cost	3,728,641	8,084,107
Unrealized Gains	0	1,099
Unrealized Losses	(2,351)	(12,021)
Fair Value	3,726,290	8,073,185
Commercial paper
Marketable securities, current
Amortized Cost	1,241,417	11,847,902
Unrealized Gains	133	6,847
Unrealized Losses	0	(739)
Fair Value	$ 1,241,550	11,854,010
U.S. Treasuries
Marketable securities, current
Amortized Cost		12,986,424
Unrealized Gains		0
Unrealized Losses		(25,649)
Fair Value		$ 12,960,775

Organization and Nature of Business (Details) - USD ($)			3 Months Ended	6 Months Ended
Organization and Nature of Business (Details) - USD ($)	Apr. 20, 2023	Aug. 03, 2021	Jun. 30, 2023	Jun. 30, 2023	Jun. 30, 2022	Dec. 31, 2022
Organization and Nature of Business
Aggregate net proceeds				$ 28,200,003	$ 0
Accumulated deficit			$ (135,579,875)	$ (135,579,875)		$ (109,786,956)
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
Underwriting Offering
Organization and Nature of Business
Shares sold (in shares)	2,727,273
Sale of stock (in dollars per share)	$ 11.00
Proceeds from company offering	$ 28,200,003
Proceeds, before deducting offering costs payable	$ 203,768		$ 203,768
Class A Common Stock
Organization and Nature of Business
Shares issued (in shares)		1,125,000
Convertible preferred stock, outstanding (in shares)		11,939,281
Common stock, par value per share (in dollars per share)			$ 0.001	$ 0.001		$ 0.001
Class A Common Stock \| IPO
Organization and Nature of Business
Shares issued (in shares)		8,625,000
Class A Common Stock \| Underwriting Offering
Organization and Nature of Business
Common stock, par value per share (in dollars per share)	$ 0.001

Property and Equipment, net - Narrative (Details) - USD ($)	3 Months Ended		6 Months Ended
	Jun. 30, 2023	Jun. 30, 2022	Jun. 30, 2023	Jun. 30, 2022
Property, Plant and Equipment [Abstract]
Depreciation/amortization expense	$ 78,242	$ 54,560	$ 154,768	$ 102,263

CONDENSED CONSOLIDATED BALANCE SHEETS (Unaudited) - USD ($)	Jun. 30, 2023	Dec. 31, 2022
Current assets:
Cash and cash equivalents	$ 104,017,496	$ 72,636,886
Marketable securities, current	4,967,840	32,887,970
Accounts receivable	0	12,417
Prepaids and other current assets	2,521,757	3,209,536
Total current assets	111,507,093	108,746,809
Property and equipment, net	1,365,741	1,369,608
Goodwill	6,690,431	6,690,431
Intangible asset, net	394,313	408,947
Right-of-use assets, net	4,194,049	4,407,785
Other assets	743,703	743,703
Total assets	124,895,330	122,367,283
Current liabilities:
Accounts payable	2,693,000	3,154,557
Accrued expenses	2,426,899	4,500,993
Other liabilities, current	26,333	19,796
Lease liabilities, current	332,675	378,723
Total current liabilities	5,478,907	8,054,069
Long-term liabilities:
Lease liabilities, non-current	4,312,008	4,462,959
Total liabilities	9,790,915	12,517,028
Commitments and contingencies (Note 10)
Stockholders’ equity:
Preferred stock, $0.001 par value; 10,000,000 shares authorized at June 30, 2023 and December 31, 2022; 0 shares issued or outstanding at June 30, 2023 and December 31, 2022	0	0
Additional paid-in capital	250,657,245	219,640,912
Accumulated other comprehensive loss	(2,218)	(30,120)
Accumulated deficit	(135,579,875)	(109,786,956)
Total stockholders' equity	115,104,415	109,850,255
Total liabilities and stockholders' equity	124,895,330	122,367,283
Class A Common Stock
Stockholders’ equity:
Common stock	29,263	26,419
Class B Common Stock
Stockholders’ equity:
Common stock	$ 0	$ 0

Accrued Expenses

6 Months Ended

Jun. 30, 2023

Accrued Liabilities, Current [Abstract]

Accrued Expenses

Accrued expenses consisted of the following:


	June 30, 2023		December 31, 2022

Accrued professional services	$	205,615	$	297,234
Accrued employee expenses	1,763,479		3,631,082
Accrued contract research expenses	398,796		425,846
Accrued other	59,009		146,831
Total	$	2,426,899	$	4,500,993

Fair Value Measurements (Tables)

6 Months Ended

Jun. 30, 2023

Fair Value Disclosures [Abstract]

Schedule of Cash Equivalents and Marketable Securities

The following table summarizes our cash equivalents and marketable securities measured at fair value on a recurring basis as of June 30, 2023:


	Level 1		Level 2		Level 3		Total
Assets:
Cash equivalents
Money market	$	103,742,271	$	—	$	—	$	103,742,271
Total cash equivalents	103,742,271		—		—		103,742,271

Marketable securities:
Government securities	$	—	$	3,726,290	$	—	$	3,726,290
Commercial paper	—		1,241,550		—		1,241,550
Total marketable securities	—		4,967,840		—		4,967,840
Total cash equivalents and marketable securities	$	103,742,271	$	4,967,840	$	—	$	108,710,111

The following table summarizes our cash equivalents and marketable securities measured at fair value on a recurring basis as of December 31, 2022:


	Level 1		Level 2		Level 3		Total
Assets:
Cash equivalents
Money market	$	19,118,892	$	—	$	—	$	19,118,892
Commercial paper	—		1,249,575		—		1,249,575
Government securities	—		2,742,025		—		2,742,025
Total cash equivalents	19,118,892		3,991,600		—		23,110,492

Marketable securities:
U.S. Treasuries	$	12,960,775	$	—	$	—	$	12,960,775
Government securities	—		8,073,185		—		8,073,185
Commercial paper	—		11,854,010		—		11,854,010
Total marketable securities	12,960,775		19,927,195		—		32,887,970
Total cash equivalents and marketable securities	$	32,079,667	$	23,918,795	$	—	$	55,998,462

Stock-Based Compensation - Stock option activity (Details)	6 Months Ended	12 Months Ended
	Jun. 30, 2023 USD ($) $ / shares shares	Dec. 31, 2022 $ / shares shares
Number of Options
Outstanding at the beginning (in shares) \| shares	3,559,041
Granted (in shares) \| shares	2,222,610
Exercised (in shares) \| shares	(117,023)
Cancelled (in shares) \| shares	(211,236)
Outstanding at the ending (in shares) \| shares	5,453,392	3,559,041
Vested and exercisable (in shares) \| shares	2,270,279
Vested and expected to vest (in shares) \| shares	5,453,392
Weighted- Average Exercise Price per Share
Weighted Average Exercise Price per Share Outstanding at the beginning (in dollars per share) \| $ / shares	$ 7.36
Weighted Average Exercise Price per Share Granted (in dollars per share) \| $ / shares	5.23
Weighted Average Exercise Price per Share Exercised (in dollars per share) \| $ / shares	3.55
Weighted Average Exercise Price per Share Cancelled (in dollars per share) \| $ / shares	9.38
Weighted Average Exercise Price per Share Outstanding at the ending (in dollars per share) \| $ / shares	6.49	$ 7.36
Weighted Average Exercise Price per Share Vested and exercisable (in dollars per share) \| $ / shares	5.70
Weighted Average Exercise Price per Share Vested and expected to vest (in dollars per share) \| $ / shares	$ 6.49
Weighted Average Remaining Contractual Term (in Years)
Weighted Average Remaining Contractual Term (in Years)	8 years 1 month 13 days
Weighted Average Remaining Contractual Term, Vested and exercisable (in Years)	6 years 8 months 12 days
Weighted Average Remaining Contractual Term, Vested and expected to vest (in Years)	8 years 1 month 13 days
Aggregate Intrinsic Value
Aggregate Intrinsic Value Outstanding \| $	$ 22,004,455
Aggregate Intrinsic Value Vested and exercisable \| $	10,828,574
Aggregate Intrinsic Value Vested and expected to vest \| $	$ 22,004,455

Summary of Significant Accounting Policies (Details) - USD ($)		6 Months Ended		12 Months Ended
	Aug. 10, 2022	Jun. 30, 2023	Jun. 30, 2022	Dec. 31, 2022
Class of Stock [Line Items]
Goodwill impairments		$ 0		$ 0
Aggregate net proceeds		28,200,003	$ 0
Equity Distribution Agreement \| Sandler and Co
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		$ 300,000		$ 300,000

Stock-Based Compensation - Narrative (Details) - USD ($)		3 Months Ended		6 Months Ended
	Jul. 23, 2021	Jun. 30, 2023	Jun. 30, 2022	Jun. 30, 2023	Jun. 30, 2022	Dec. 31, 2022
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Shares reserved for future issuance (in shares)		5,453,392		5,453,392		3,559,041
Granted (in shares)				2,222,610
Stock-based compensation expense		$ 1,333,882	$ 1,052,421	$ 2,607,387	$ 1,950,071
Grant date weighted average fair value (in dollars per share)				$ 5.23
Incentive Plan
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Vesting period				4 years
Stock-based compensation expense		1,333,882	$ 1,052,421	$ 2,607,387	$ 1,950,071
Compensation expense remaining to be recognized		$ 13,650,381		$ 13,650,381
Compensation expense recognized over a weighted-average period				2 years 9 months 18 days
2021 Plan
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Shares reserved for future issuance (in shares)		1,598,585		1,598,585
2021 Plan \| Maximum
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Shares reserved for future issuance (in shares)	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
2021 ESPP \| Class A Common Stock
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Shares reserved for future issuance (in shares)	250,000
Aggregate number of shares outstanding (as a percent)	1.00%
Granted (in shares)				0
2021 ESPP \| Maximum \| Class A Common Stock
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Granted (in shares)	3,340,000

Net Loss Per Share Attributable to Common Stockholders

6 Months Ended

Jun. 30, 2023

Earnings Per Share [Abstract]

Net Loss Per Share Attributable to Common Stockholders

Net Loss Per Share Attributable to Common StockholdersNet 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.

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 June 30, 2023 and June 30, 2022 as follows:


	Three Months Ended June 30,				Six Months Ended June 30,
	2023		2022		2023		2022

Numerator:
Net loss	$	(12,188,748)	$	(11,527,303)	$	(25,792,918)	$	(24,423,677)
Denominator - basic and diluted:
Weighted-average common shares outstanding, basic and diluted	28,647,450		26,386,343		27,550,922		26,372,787
Net loss per share - basic and diluted	$	(0.43)	$	(0.44)	$	(0.94)	$	(0.93)


	2023	2022

Options to purchase common stock	5,453,392	3,827,454
Total shares of common stock equivalents	5,453,392	3,827,454

Stock-Based Compensation - Assumptions (Details)	6 Months Ended
Stock-Based Compensation - Assumptions (Details)	Jun. 30, 2023	Jun. 30, 2022
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Weighted-average risk-free interest rate, minimum	3.46%	1.35%
Weighted-average risk-free interest rate, maximum	4.07%	3.31%
Expected dividend yield	0.00%	0.00%
Expected volatility, minimum	64.86%	65.24%
Expected volatility, maximum	70.50%	78.12%
Minimum
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Expected term (in years)	5 years	5 years
Maximum
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Expected term (in years)	10 years	10 years

Common Stock - Class A Common Stock (Details) - Class A Common Stock	6 Months Ended	12 Months Ended
	Jun. 30, 2023 Vote $ / shares shares	Dec. 31, 2022 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)	29,263,028	26,418,732
Common stock, shares outstanding (in shares)	29,263,028	26,418,732
Number of votes \| Vote	1	1

Summary of Significant Accounting Policies	6 Months Ended
Summary of Significant Accounting Policies	Jun. 30, 2023
Accounting Policies [Abstract]
Summary of Significant Accounting Policies	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 subsidiaries. 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 year ended December 31, 2022. 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, 2022. 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 liabilities. 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 basis 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 identified for the year ended December 31, 2022 or the six months ended June 30, 2023. 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 of deferred offering costs as of both June 30, 2023 and December 31, 2022. 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”) 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) became effective for the Company on January 1, 2023. The Company adopted this effective January 1, 2023 and there was no impact to the 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 adopted this effective January 1, 2023 and there was no impact to the condensed consolidated financial statements.

Property and Equipment, net (Tables)

6 Months Ended

Jun. 30, 2023

Property, Plant and Equipment [Abstract]

Schedule of Property and Equipment, Net

Property and equipment, net consisted of the following:


	June 30, 2023		December 31, 2022

Computer equipment	$	445,577	$	437,346
Furniture and fixtures	91,317		91,317
Lab equipment	1,099,567		970,374
Leasehold improvements	298,941		288,908
Total	1,935,402		1,787,945
Accumulated depreciation/amortization	(569,661)		(418,337)
Property and equipment, net	$	1,365,741	$	1,369,608

Accrued Expenses (Details) - USD ($)	Jun. 30, 2023	Dec. 31, 2022
Accrued Liabilities, Current [Abstract]
Accrued professional services	$ 205,615	$ 297,234
Accrued employee expenses	1,763,479	3,631,082
Accrued contract research expenses	398,796	425,846
Accrued other	59,009	146,831
Total	$ 2,426,899	$ 4,500,993

Marketable Securities (Tables)

6 Months Ended

Jun. 30, 2023

Investments, Debt and Equity Securities [Abstract]

Schedule of Marketable Securities

Marketable securities as of June 30, 2023 consisted of the following:


	June 30, 2023
	Amortized Cost		Unrealized Gains		Unrealized Losses		Fair Value
Assets:
Current:
Government securities	$	3,728,641	$	—	$	(2,351)	$	3,726,290
Commercial paper	1,241,417		133		—		1,241,550
Total marketable securities	$	4,970,058	$	133	$	(2,351)	$	4,967,840

Marketable securities as of December 31, 2022 consisted of the following:


	December 31, 2022
	Amortized Cost		Unrealized Gains		Unrealized Losses		Fair Value
Assets:
Current:
U.S. Treasuries	$	12,986,424	$	—	$	(25,649)	$	12,960,775
Government securities	8,084,107		1,099		(12,021)		8,073,185
Commercial paper	11,847,902		6,847		(739)		11,854,010
Total marketable securities	$	32,918,433	$	7,946	$	(38,409)	$	32,887,970

Commitments and Contingencies (Tables)

6 Months Ended

Jun. 30, 2023

Commitments and Contingencies Disclosure [Abstract]

Schedule of Maturities of the Lease Liabilities Due

Future minimum lease payments for operating leases with initial or remaining terms in excess of one year at June 30, 2023 were as follows:


	Amount
Remainder of 2023	$	409,704
2024	732,546
2025	739,689
2026	761,877
2027	784,737
Thereafter	3,682,509
Total future lease payments	7,111,062
Less: Imputed interest	(2,466,379)
Total lease liabilities	$	4,644,683
Current portion lease liabilities	$	332,675
Lease liabilities, noncurrent	4,312,008
Total lease liabilities	$	4,644,683

Schedule of Quantitative Information Regarding the Company's Leases

Quantitative information regarding the Company’s leases for the six months ended June 30, 2023 and 2022 is as follows:


	June 30, 2023			June 30, 2022
Lease costs:
Operating lease cost	$	450,496		$	527,413
Short-term lease cost	108,586			164,373
Sublease income	(84,074)			(95,470)
Total lease costs	$	475,008		$	596,316
Cash paid for amounts included in the measurement of lease liabilities:
Operating cash flows from operating leases	$	433,759		$	328,250
Operating cash flows from short-term leases	108,586			164,373
	$	542,345		$	492,623
Weighted-average remaining lease term - operating leases	8.75 years			9.49 years
Weighted-average discount rate - operating leases	9.1		%	9.3		%

CONDENSED CONSOLIDATED STATEMENTS OF STOCKHOLDERS’ EQUITY (Unaudited) - USD ($)	Total	Class A Common Stock	Class B Common Stock	Common Stock Class A Common Stock	Common Stock Class B Common Stock	Additional Paid-In Capital	Accumulated Other Comprehensive Loss	Accumulated Deficit
Beginning balance (in shares) at Dec. 31, 2021				26,320,199	0
Beginning balance at Dec. 31, 2021	$ 155,980,109			$ 26,320	$ 0	$ 215,276,186	$ (49,009)	$ (59,273,388)
Increase (Decrease) in Stockholders' Equity [Roll Forward]
Issuance of common stock upon exercise of stock options (in shares)				63,100
Issuance of common stock upon exercise of stock options	193,111			$ 63		193,048
Stock-based compensation expense	897,650					897,650
Net loss	(12,896,374)							(12,896,374)
Other comprehensive (loss) gain	(118,386)						(118,386)
Ending balance (in shares) at Mar. 31, 2022				26,383,299	0
Ending balance at Mar. 31, 2022	144,056,110			$ 26,383	$ 0	216,366,884	(167,395)	(72,169,762)
Beginning balance (in shares) at Dec. 31, 2021				26,320,199	0
Beginning balance at Dec. 31, 2021	155,980,109			$ 26,320	$ 0	215,276,186	(49,009)	(59,273,388)
Increase (Decrease) in Stockholders' Equity [Roll Forward]
Net loss	(24,423,677)
Ending balance (in shares) at Jun. 30, 2022				26,392,299	0
Ending balance at Jun. 30, 2022	133,594,846			$ 26,392	$ 0	217,447,080	(181,561)	(83,697,065)
Beginning balance (in shares) at Mar. 31, 2022				26,383,299	0
Beginning balance at Mar. 31, 2022	144,056,110			$ 26,383	$ 0	216,366,884	(167,395)	(72,169,762)
Increase (Decrease) in Stockholders' Equity [Roll Forward]
Issuance of common stock upon exercise of stock options (in shares)				9,000
Issuance of common stock upon exercise of stock options	27,784			$ 9		27,775
Stock-based compensation expense	1,052,421					1,052,421
Net loss	(11,527,303)							(11,527,303)
Other comprehensive (loss) gain	(14,166)						(14,166)
Ending balance (in shares) at Jun. 30, 2022				26,392,299	0
Ending balance at Jun. 30, 2022	133,594,846			$ 26,392	$ 0	217,447,080	(181,561)	(83,697,065)
Beginning balance (in shares) at Dec. 31, 2022		26,418,732	0	26,418,732	0
Beginning balance at Dec. 31, 2022	109,850,255			$ 26,419	$ 0	219,640,912	(30,120)	(109,786,956)
Increase (Decrease) in Stockholders' Equity [Roll Forward]
Issuance of common stock upon exercise of stock options (in shares)				77,065
Issuance of common stock upon exercise of stock options	239,409			$ 77		239,332
Stock-based compensation expense	1,273,505					1,273,505
Net loss	(13,604,171)							(13,604,171)
Other comprehensive (loss) gain	30,626						30,626
Ending balance (in shares) at Mar. 31, 2023				26,495,797	0
Ending balance at Mar. 31, 2023	97,789,624			$ 26,496	$ 0	221,153,749	506	(123,391,127)
Beginning balance (in shares) at Dec. 31, 2022		26,418,732	0	26,418,732	0
Beginning balance at Dec. 31, 2022	$ 109,850,255			$ 26,419	$ 0	219,640,912	(30,120)	(109,786,956)
Increase (Decrease) in Stockholders' Equity [Roll Forward]
Issuance of common stock upon exercise of stock options (in shares)	117,023
Net loss	$ (25,792,918)
Ending balance (in shares) at Jun. 30, 2023		29,263,028	0	29,263,028	0
Ending balance at Jun. 30, 2023	115,104,415			$ 29,263	$ 0	250,657,245	(2,218)	(135,579,875)
Beginning balance (in shares) at Mar. 31, 2023				26,495,797	0
Beginning balance at Mar. 31, 2023	97,789,624			$ 26,496	$ 0	221,153,749	506	(123,391,127)
Increase (Decrease) in Stockholders' Equity [Roll Forward]
Issuance of common stock upon exercise of stock options (in shares)				39,958
Issuance of common stock upon exercise of stock options	176,146			$ 40		176,106
Stock-based compensation expense	1,333,882					1,333,882
Issuance of common stock upon public offering, net of commissions, underwriting discounts and issuance costs (in shares)				2,727,273
Issuance of common stock upon public offering, net of commissions, underwriting discounts and issuance costs	27,996,235			$ 2,727		27,993,508
Net loss	(12,188,748)							(12,188,748)
Other comprehensive (loss) gain	(2,724)						(2,724)
Ending balance (in shares) at Jun. 30, 2023		29,263,028	0	29,263,028	0
Ending balance at Jun. 30, 2023	$ 115,104,415			$ 29,263	$ 0	$ 250,657,245	$ (2,218)	$ (135,579,875)

Stock-Based Compensation (Tables)

6 Months Ended

Jun. 30, 2023

Share-Based Payment Arrangement [Abstract]

Schedule of Assumptions in its Application of the Black-scholes Option Pricing Model for Grants

The Company used the following assumptions in its application of the Black-Scholes option pricing model for grants during the six months ended June 30, 2023 and 2022:


	Six Months Ended June 30,
	2023	2022

Weighted-average risk-free interest rate	3.46% - 4.07%	1.35% - 3.31%
Expected term (in years)	5.00 - 10.00	5.00 - 10.00
Expected dividend yield	0%	0%
Expected volatility	64.86% - 70.50%	65.24% - 78.12%

Summary of Stock Option Activity

The following table summarizes the stock option activity during the six months ended June 30, 2023:


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

Outstanding at December 31, 2022	3,559,041	$	7.36
Granted	2,222,610	5.23
Exercised	(117,023)	3.55
Cancelled	(211,236)	9.38
Outstanding at June 30, 2023	5,453,392	$	6.49	8.12	$	22,004,455

Vested and exercisable at June 30, 2023	2,270,279	$	5.70	6.70	$	10,828,574
Vested and expected to vest at June 30, 2023	5,453,392	$	6.49	8.12	$	22,004,455

Summary of Recognized Share-based Compensation Expense Recognized


	Three Months Ended June 30,				Six Months Ended June 30,
	2023		2022		2023		2022

Cost of revenue	$	—	$	4,014	$	—	$	8,644
Research and development	615,975		504,938		1,206,810		937,657
General and administrative	717,907		543,469		1,400,577		1,003,770
Total	$	1,333,882	$	1,052,421	$	2,607,387	$	1,950,071

Cover Page - shares	6 Months Ended
Cover Page - shares	Jun. 30, 2023	Jul. 28, 2023
Document Type	10-Q
Document Quarterly Report	true
Document Period End Date	Jun. 30, 2023
Document Transition Report	false
Entity File Number	001-40675
Entity Registrant Name	Immuneering Corporation
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	2023
Document Fiscal Period Focus	Q2
Amendment Flag	false
Class A Common Stock
Entity Common Stock, Shares Outstanding		29,264,015
Class B Common Stock
Entity Common Stock, Shares Outstanding		0

CONDENSED CONSOLIDATED BALANCE SHEETS (Unaudited) (Parenthetical) - $ / shares	Jun. 30, 2023	Dec. 31, 2022
Preferred stock, par value per share (in dollars per share)	$ 0.001	$ 0.001
Preferred stock, shares authorized (in shares)	10,000,000	10,000,000
Preferred stock, shares issued (in shares)	0	0
Preferred stock, shares outstanding (in shares)	0	0
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)	29,263,028	26,418,732
Common stock, shares outstanding (in shares)	29,263,028	26,418,732
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

Property and Equipment, net - Schedule of Property and Equipment, Net (Details) - USD ($)	Jun. 30, 2023	Dec. 31, 2022
Property and Equipment, net
Property and equipment, gross	$ 1,935,402	$ 1,787,945
Accumulated depreciation/amortization	(569,661)	(418,337)
Property and equipment, net	1,365,741	1,369,608
Computer equipment
Property and Equipment, net
Property and equipment, gross	445,577	437,346
Furniture and fixtures
Property and Equipment, net
Property and equipment, gross	91,317	91,317
Lab equipment
Property and Equipment, net
Property and equipment, gross	1,099,567	970,374
Leasehold improvements
Property and Equipment, net
Property and equipment, gross	$ 298,941	$ 288,908

Commitments and Contingencies - Maturities of the lease liabilities due (Details) - USD ($)	Jun. 30, 2023	Dec. 31, 2022
Commitments and Contingencies Disclosure [Abstract]
Remainder of 2023	$ 409,704
2024	732,546
2025	739,689
2026	761,877
2027	784,737
Thereafter	3,682,509
Total future lease payments	7,111,062
Less: Imputed interest	(2,466,379)
Total lease liabilities	4,644,683
Current portion lease liabilities	332,675	$ 378,723
Lease liabilities, noncurrent	$ 4,312,008	$ 4,462,959

Commitments and Contingencies

6 Months Ended

Jun. 30, 2023

Commitments and Contingencies Disclosure [Abstract]

Commitments and Contingencies

Operating Leases

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 six months ended June 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. 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 terminated on December 31, 2022, 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. Sublease income will be accounted for as a reduction of rent expense in the statement of operations.

The Company currently leases office space in Cambridge, Massachusetts and New York, New York pursuant to short-term arrangements. The Cambridge lease is on a month-to-month basis, requiring one month’s notice before termination. The New York lease is renewable on a yearly basis and the most recent renewal extended the lease term until February 28, 2024. The Company also previously leased office space in San Francisco, California, pursuant to a short-term rental arrangement with a lease term that ended on July 31, 2023 and the Company chose not to renew. These lease agreements include or included payments for lease and non-lease components. The Company has elected to not separate such components and these payments were recognized as rent expense.

As of June 30, 2023, total future minimum lease payments for its short-term leases in Cambridge, Massachusetts, New York, New York and San Francisco, California was $43,902 due in 2023 and $13,840 due in 2024.

Future minimum lease payments for operating leases with initial or remaining terms in excess of one year at June 30, 2023 were as follows:


	Amount
Remainder of 2023	$	409,704
2024	732,546
2025	739,689
2026	761,877
2027	784,737
Thereafter	3,682,509
Total future lease payments	7,111,062
Less: Imputed interest	(2,466,379)
Total lease liabilities	$	4,644,683
Current portion lease liabilities	$	332,675
Lease liabilities, noncurrent	4,312,008
Total lease liabilities	$	4,644,683

Quantitative information regarding the Company’s leases for the six months ended June 30, 2023 and 2022 is as follows:


	June 30, 2023			June 30, 2022
Lease costs:
Operating lease cost	$	450,496		$	527,413
Short-term lease cost	108,586			164,373
Sublease income	(84,074)			(95,470)
Total lease costs	$	475,008		$	596,316
Cash paid for amounts included in the measurement of lease liabilities:
Operating cash flows from operating leases	$	433,759		$	328,250
Operating cash flows from short-term leases	108,586			164,373
	$	542,345		$	492,623
Weighted-average remaining lease term - operating leases	8.75 years			9.49 years
Weighted-average discount rate - operating leases	9.1		%	9.3		%

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.