0000950170-21-004237 | 10-Q | XBRL Viewer

Cover Page - shares	9 Months Ended
Cover Page - shares	Sep. 30, 2021	Nov. 12, 2021
Cover [Abstract]
Document Type	10-Q
Amendment Flag	false
Document Quarterly Report	true
Document Transition Report	false
Document Period End Date	Sep. 30, 2021
Document Fiscal Year Focus	2021
Document Fiscal Period Focus	Q3
Entity Registrant Name	HCW Biologics Inc.
Entity Central Index Key	0001828673
Current Fiscal Year End Date	--12-31
Entity Incorporation, State or Country Code	DE
Entity Tax Identification Number	82-5024477
Entity Address, Address Line One	2929 N
Entity Address, Address Line Two	Commerce Parkway
Entity Address, City or Town	Miramar
Entity Address, State or Province	FL
Entity Address, Postal Zip Code	33025
City Area Code	954
Local Phone Number	842–2024
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	true
Entity Shell Company	false
Title of 12(b) Security	Common Stock
Trading Symbol	HCWB
Security Exchange Name	NASDAQ
Entity Common Stock, Shares Outstanding		35,728,112
Entity File Number	001-40591

Condensed Balance Sheets - USD ($)	Sep. 30, 2021	Dec. 31, 2020
Current assets:
Cash and cash equivalents	$ 15,125,073	$ 8,455,834
Short-term investment	24,989,700
Accounts receivable, net	70,000	2,500,000
Prepaid expenses	1,990,890	538,306
Other current assets	1,383,436	654,528
Total current assets	43,559,099	12,148,668
Investments	11,577,850	1,599,750
Property and equipment, net	1,269,001	1,649,668
Total assets	56,405,950	15,398,086
Current liabilities:
Accounts payable	637,193	155,343
Accrued liabilities and other current liabilities	1,757,309	845,741
Total current liabilities	2,394,502	1,001,084
Total redeemable preferred stock		31,115,399
Commitments and contingencies (Note 7)
Stockholders' (deficit) equity:
Additional paid-in capital	81,471,813
Accumulated deficit	(27,463,938)	(16,718,877)
Total stockholders' (deficit) equity	54,011,448	(16,718,397)
Total liabilities, redeemable preferred stock and stockholders' (deficit) equity	56,405,950	15,398,086
Series A Redeemable preferred stock [Member]
Current liabilities:
Total redeemable preferred stock		6,140,792
Stockholders' (deficit) equity:
Total stockholders' (deficit) equity	0	6,140,792
Series B Redeemable preferred stock [Member]
Current liabilities:
Total redeemable preferred stock		13,680,306
Stockholders' (deficit) equity:
Total stockholders' (deficit) equity	0	13,680,306
Series C Redeemable preferred stock [Member]
Current liabilities:
Total redeemable preferred stock		11,294,301
Stockholders' (deficit) equity:
Total stockholders' (deficit) equity	0	11,294,301
Class B Convertible Common stock [Member]
Stockholders' (deficit) equity:
Common Stock, Value, Issued		429
Common Stock [Member]
Stockholders' (deficit) equity:
Common Stock, Value, Issued	$ 3,573	$ 51

Condensed Balance Sheets (Parenthetical) - $ / shares	Sep. 30, 2021	Dec. 31, 2020
Series A Redeemable preferred stock [Member]
Condensed Balance Sheets [Line Items]
Temporary Equity, Par or Stated Value Per Share	$ 0.0001	$ 0.0001
Temporary Equity, Shares Authorized	0	14,738,948
Temporary Equity, Shares Issued	0	6,316,691
Series B Redeemable preferred stock [Member]
Condensed Balance Sheets [Line Items]
Temporary Equity, Par or Stated Value Per Share	$ 0.0001	$ 0.0001
Temporary Equity, Shares Authorized	0	28,029,449
Temporary Equity, Shares Issued	0	12,012,617
Series C Redeemable preferred stock [Member]
Condensed Balance Sheets [Line Items]
Temporary Equity, Par or Stated Value Per Share	$ 0.0001	$ 0.0001
Temporary Equity, Shares Authorized	0	18,181,818
Temporary Equity, Shares Issued	0	5,439,112
Class B Convertible Common stock [Member]
Condensed Balance Sheets [Line Items]
Common Stock, Par or Stated Value Per Share	$ 0.0001	$ 0.0001
Common Stock, Shares Authorized	0	10,000,000
Common Stock, Shares, Issued	0	4,285,714
Common Stock [Member]
Condensed Balance Sheets [Line Items]
Common Stock, Par or Stated Value Per Share	$ 0.0001	$ 0.0001
Common Stock, Shares Authorized	250,000,000	74,950,215
Common Stock, Shares, Issued	35,728,112	507,680

Condensed Statements of Operations - USD ($)	3 Months Ended		9 Months Ended
Condensed Statements of Operations - USD ($)	Sep. 30, 2021	Sep. 30, 2020	Sep. 30, 2021	Sep. 30, 2020
Operating expenses:
Research and development	$ 2,687,341	$ 2,098,688	$ 6,690,317	$ 5,845,895
General and administrative	1,404,823	609,944	3,565,013	2,039,738
Total operating expenses	4,092,164	2,708,632	10,255,330	7,885,633
Loss from operations	(4,092,164)	(2,708,632)	(10,255,330)	(7,885,633)
Interest and other income, net	(2,540)	(374)	566,268	22,627
Net Income (Loss) Attributable to Parent, Total	(4,094,704)	(2,709,006)	(9,689,062)	(7,863,006)
Less: cumulative preferred dividends earned in the period, net of forfeitures		(282,861)		(842,433)
Net loss available for distribution to common stockholders	$ (4,094,704)	$ (2,991,867)	$ (9,689,062)	$ (8,705,439)
Net loss per share, basic and diluted	$ (0.14)	$ (0.63)	$ (0.74)	$ (1.84)
Weighted average shares outstanding, basic and diluted	29,572,267	4,743,823	13,111,087	4,728,816

Condensed Statements of Changes In Redeemable Preferred Stock And Stockholders' Deficit - USD ($)	Total	Common Stock [Member]	Additional Paid-in Capital [Member]	Accumulated Deficit	Series A Redeemable preferred stock [Member]	Series A Redeemable preferred stock [Member] Conversion Of Series A Redeemable Preferred Stock [Member]	Series A Redeemable preferred stock [Member] Common Stock [Member]	Series A Redeemable preferred stock [Member] Additional Paid-in Capital [Member]	Series A Redeemable preferred stock [Member] Accumulated Deficit	Series B Redeemable preferred stock [Member]	Series B Redeemable preferred stock [Member] Conversion Of Series B Redeemable Preferred Stock [Member]	Series B Redeemable preferred stock [Member] Common Stock [Member]	Series B Redeemable preferred stock [Member] Additional Paid-in Capital [Member]	Series B Redeemable preferred stock [Member] Accumulated Deficit	Series C Redeemable preferred stock [Member]	Series C Redeemable preferred stock [Member] Conversion Of Series C Redeemable Preferred Stock [Member]	Series C Redeemable preferred stock [Member] Common Stock [Member]	Series C Redeemable preferred stock [Member] Additional Paid-in Capital [Member]	Series C Redeemable preferred stock [Member] Accumulated Deficit
Cumulative dividends on redeemable preferred stock , Value					$ 86,646					$ 193,140					$ 0
Redeemable Preferred Stock , Accretion of issuance costs , Value										$ 7,857
Beginning balance (in shares) at Dec. 31, 2019		4,717,542			6,316,691					12,012,617					0
Beginning balance , Value at Dec. 31, 2019	$ (9,676,294)	$ 472	$ 0	$ (9,676,766)	$ 5,792,302					$ 12,883,859					$ 0
Stock-based compensation , Value	76		76
6% cumulative dividends on redeemable preferred stock , Value	(279,786)		(76)	(279,710)
Net loss	(2,375,514)			(2,375,514)
Ending balance (in shares) at Mar. 31, 2020		4,717,542			6,316,691					12,012,617					(0)
Ending balance , Value at Mar. 31, 2020	(12,331,518)	$ 472	0	(12,331,990)	$ 5,878,948					$ 13,084,856					$ 0
Beginning balance (in shares) at Dec. 31, 2019		4,717,542			6,316,691					12,012,617					0
Beginning balance , Value at Dec. 31, 2019	(9,676,294)	$ 472	0	(9,676,766)	$ 5,792,302					$ 12,883,859					$ 0
6% cumulative dividends on redeemable preferred stock , Value	(842,433)
Net loss	(7,863,006)
Ending balance (in shares) at Sep. 30, 2020		4,744,969			6,316,691					12,012,617					5,439,112
Ending balance , Value at Sep. 30, 2020	(18,367,269)	$ 475	0	(18,367,744)	$ 6,053,193					$ 13,481,116					$ 11,141,940
Cumulative dividends on redeemable preferred stock , Value					$ 86,646					193,140					$ 0
Redeemable Preferred Stock , Accretion of issuance costs , Value										$ 3,929
Beginning balance (in shares) at Mar. 31, 2020		4,717,542			6,316,691					12,012,617					(0)
Beginning balance , Value at Mar. 31, 2020	(12,331,518)	$ 472	0	(12,331,990)	$ 5,878,948					$ 13,084,856					$ 0
Stock-based compensation , Value	9,515		9,515
6% cumulative dividends on redeemable preferred stock , Value	(279,786)		(11,819)	(267,967)
Net loss	(2,778,485)			(2,778,485)
Issuance of Class A Common Stock upon exercise of stock options , Shares		20,742
Issuance of Class A Common Stock upon exercise of stock options , Value	2,306	$ 2	2,304
Ending balance (in shares) at Jun. 30, 2020		4,738,284			6,316,691					12,012,617					0
Ending balance , Value at Jun. 30, 2020	(15,377,968)	$ 474	0	(15,378,442)	$ 5,965,594					$ 13,281,925					$ 0
Cumulative dividends on redeemable preferred stock , Value					$ 87,599					195,262					$ 0
Redeemable Preferred Stock , Accretion of issuance costs , Value										$ 3,929
Stock-based compensation , Value	1,752		1,752
6% cumulative dividends on redeemable preferred stock , Value	(282,861)		(2,565)	(280,296)
Net loss	(2,709,006)			(2,709,006)
Issuance of Series C Redeemable Preferred Stock, net of issuance costs, Shares															3,004,048
Issuance of Series C Redeemable Preferred Stock, net of issuance costs, Value															$ 6,141,940
Commitment of Series C Redeemable Preferred Stock Shares															2,435,064
Commitment of Series C Redeemable Preferred Stock Value															$ 5,000,000
Issuance of Class A Common Stock upon exercise of stock options , Shares		6,685
Issuance of Class A Common Stock upon exercise of stock options , Value	814	$ 1	813
Ending balance (in shares) at Sep. 30, 2020		4,744,969			6,316,691					12,012,617					5,439,112
Ending balance , Value at Sep. 30, 2020	(18,367,269)	$ 475	0	(18,367,744)	$ 6,053,193					$ 13,481,116					$ 11,141,940
Cumulative dividends on redeemable preferred stock , Value					$ 95,992					213,971					167,395
Redeemable Preferred Stock , Accretion of issuance costs , Value										$ 3,929					$ 10,200
Beginning balance (in shares) at Dec. 31, 2020		4,793,394			6,316,691					12,012,617					5,439,112
Beginning balance , Value at Dec. 31, 2020	(16,718,397)	$ 480	0	(16,718,877)	$ 6,140,792					$ 13,680,306					$ 11,294,301
Stock-based compensation , Value	641		641
6% cumulative dividends on redeemable preferred stock , Value	(477,358)		(14,018)	(463,340)
Net loss	(2,843,996)			(2,843,996)
Issuance of Class A Common Stock upon exercise of stock options , Shares		88,706
Issuance of Class A Common Stock upon exercise of stock options , Value	13,385	$ 8	13,377
Ending balance (in shares) at Mar. 31, 2021		4,882,100			6,316,691					12,012,617					5,439,112
Ending balance , Value at Mar. 31, 2021	(20,025,725)	$ 488	0	(20,026,213)	$ 6,236,784					$ 13,898,206					$ 11,471,896
Beginning balance (in shares) at Dec. 31, 2020		4,793,394			6,316,691					12,012,617					5,439,112
Beginning balance , Value at Dec. 31, 2020	(16,718,397)	$ 480	0	(16,718,877)	$ 6,140,792					$ 13,680,306					$ 11,294,301
Net loss	(9,689,062)
Ending balance (in shares) at Sep. 30, 2021		35,728,112			0					0					0
Ending balance , Value at Sep. 30, 2021	54,011,448	$ 3,573	81,471,813	(27,463,938)	$ 0					$ 0					$ 0
Cumulative dividends on redeemable preferred stock , Value					$ 97,058					216,348					169,256
Redeemable Preferred Stock , Accretion of issuance costs , Value										$ 3,929					$ 10,198
Beginning balance (in shares) at Mar. 31, 2021		4,882,100			6,316,691					12,012,617					5,439,112
Beginning balance , Value at Mar. 31, 2021	(20,025,725)	$ 488	0	(20,026,213)	$ 6,236,784					$ 13,898,206					$ 11,471,896
Stock-based compensation , Value	9,578		9,578
6% cumulative dividends on redeemable preferred stock , Value	(482,662)		(19,035)	(463,627)
Net loss	(2,750,362)			(2,750,362)
Issuance of Class A Common Stock upon exercise of stock options , Shares		73,500
Issuance of Class A Common Stock upon exercise of stock options , Value	9,465	$ 8	9,457
Ending balance (in shares) at Jun. 30, 2021		4,955,600			6,316,691					12,012,617					5,439,112
Ending balance , Value at Jun. 30, 2021	(23,239,706)	$ 496	0	(23,240,202)	$ 6,333,842					$ 14,118,483					$ 11,651,350
Issuance of common stock upon initial public offering, net of issuance cost, Shares		7,000,000
Issuance of common stock upon initial public offering, net of issuance cost, Value	49,239,947	$ 700	49,239,247
Stock-based compensation , Value	1,660		1,660
Net loss	(4,094,704)			(4,094,704)
Issuance of Class A Common Stock upon exercise of stock options , Shares		4,096
Issuance of Class A Common Stock upon exercise of stock options , Value	576		576
Conversion of Redeemable Preferred Stock, with forfeited cumulative dividends, Shares					(6,316,691)		6,316,691			(12,012,617)		12,012,613			(5,439,112)		5,439,112
Conversion of Redeemable Preferred Stock, with forfeited cumulative dividends, Value					$ (6,333,842)	$ 6,333,842	$ 632	$ 6,353,474	$ (20,265)	$ (14,118,483)	$ 14,118,483	$ 1,201	$ 14,170,312	$ (53,030)	$ (11,651,350)	$ 11,651,350	$ 544	$ 11,706,544	$ (55,737)
Ending balance (in shares) at Sep. 30, 2021		35,728,112			0					0					0
Ending balance , Value at Sep. 30, 2021	$ 54,011,448	$ 3,573	$ 81,471,813	$ (27,463,938)	$ 0					$ 0					$ 0

Condensed Statements of Cash Flows - USD ($)	9 Months Ended
Condensed Statements of Cash Flows - USD ($)	Sep. 30, 2021	Sep. 30, 2020
Cash flows from operating activities:
Net loss	$ (9,689,062)	$ (7,863,006)
Adjustments to reconcile net loss to net cash used in operating activities:
Depreciation and amortization	448,013	432,225
Gain on extinguishment of debt	(567,311)
Changes in operating assets and liabilities:
Accounts receivable	2,430,000
Prepaid expenses and other assets	(2,181,492)	19,595
Accounts payable and other liabilities	1,960,729	517,017
Net cash used in operating activities	(7,599,123)	(6,894,169)
Cash flows from investing activities:
Purchases of property and equipment	(27,411)	(150,291)
Purchases of short-term investments	(24,989,700)
Purchases of long-term investments	(9,977,900)
Net cash used in investing activities	(34,995,011)	(150,291)
Cash flows from financing activities:
Proceeds from the sale of Series C Preferred Stock	0	6,168,319
Proceeds from initial public offering	56,000,000
Issuance Costs of Initial Public Offering	(6,760,053)
Proceeds from issuance of common stock	23,426	3,119
Net cash provided by (used in) financing activities	49,263,373	6,171,438
Net changes in cash and cash equivalents	6,669,239	(873,022)
Cash and cash equivalents at the beginning of the period	8,455,834	7,355,834
Cash and cash equivalents at the end of the period	15,125,073	6,482,812
Non-cash operating, investing and financing activities:
Committed proceeds from redeemable preferred stock	0	5,000,000
Cumulative dividends earned, accrued and forfeited in the reporting period	100,776	$ 842,433
PPP loan forgiveness	567,311
Series A Preferred Stock [Member]
Non-cash operating, investing and financing activities:
Forfeiture of cumulative dividends, upon conversion	753,307
Series B Preferred Stock [Member]
Non-cash operating, investing and financing activities:
Forfeiture of cumulative dividends, upon conversion	1,550,403
Series C Preferred Stock [Member]
Non-cash operating, investing and financing activities:
Forfeiture of cumulative dividends, upon conversion	$ 518,371

Organization and Summary of Significant Accounting Policies

9 Months Ended

Sep. 30, 2021

Organization, Consolidation and Presentation of Financial Statements [Abstract]

Organization and Summary of Significant Accounting Policies

1. Organization and Summary of Significant Accounting Policies

Organization

HCW Biologics Inc. (the “Company”) is a biopharmaceutical company focused on discovering and developing novel immunotherapies to lengthen health span by disrupting the link between chronic, low-grade inflammation and age-related diseases. The Company believes age-related low-grade chronic inflammation, or “inflammaging,” is a significant contributing factor to several chronic diseases and conditions, such as cancer, cardiovascular disease, diabetes, neurodegenerative diseases, and autoimmune diseases. The Company is located in Miramar, Florida and was incorporated in the state of Delaware in April 2018.

Reverse Stock Split

In June 2021, the Company’s board of directors and stockholders approved an amendment to the Company’s certificate of incorporation to effect a 3-for-7 reverse stock split for all issued and outstanding common stock, redeemable preferred stock, and stock options, that was effective on June 25, 2021 (the “Reverse Stock Split”). The number of authorized shares and the par values of the common stock and redeemable preferred stock were not adjusted as a result of the Reverse Stock Split. The accompanying condensed interim financial statements and notes to the condensed interim financial statements give retroactive effect to the Reverse Stock Split for all periods presented.

Liquidity

On December 24, 2020, the Company entered into the Exclusive Worldwide License Agreement with Wugen Inc. (“Wugen License”). As a result of this transaction, as of September 30, 2021, the Company holds a minority interest in Wugen carried at $1.6 million, the fair value on the effective date of the Wugen License. These shares were subject to an anti-dilution provision under which the Company was awarded additional shares for no consideration. The underlying shares of common stock is not currently traded on any public market and thus has limited marketability. During the nine-month period ended September 30, 2021, the Company received additional shares in Wugen under the terms of the anti-dilution provision. Also during this period, the Company received payments of $2.5 million due for payment under the terms of the Wugen License for performance obligations completed on the effective date.

As of September 30, 2021, the Company had not generated any revenue from sales of its immunotherapeutic products. In the course of its development activities, the Company has sustained operating losses and expects to continue to incur operating losses for the foreseeable future. Since inception, substantially all the Company’s activities have consisted of research, development, establishing large-scale cGMP production for clinical trials, and raising capital.

On July 19, 2021, the Company’s registration statement on Form S-1 for its initial public offering (“IPO”) was declared effective by the Securities and Exchange Commission (the “SEC”). On July 22, 2021, the Company closed its IPO with the sale of 7,000,000 shares of common stock, at a public offering price of $8.00 per share, resulting in net proceeds of approximately $49.2 million, after deducting underwriting discounts and commissions and estimated offering expenses paid by the Company. The IPO met the provisions for mandatory conversion of all shares of redeemable preferred stock according to the designations for these securities. As a result of the conversion, the Company issued 23,768,416 shares of common stock to the former holders of redeemable preferred stock. In addition, as a result of conditions for mandatory conversion, the Company was relieved of its obligation to pay $2.8 million in cumulative dividends that were accrued and unpaid on the conversion date.

As of September 30, 2021, the Company had cash and cash equivalents of $15.1 million, short-term investments of $25.0 million held in U.S. government-backed securities, and long-term investments of $10.0 million held in U.S. government-backed securities. Since inception to September 30, 2021, the Company incurred cumulative net losses of $24.7 million. Management expects to incur additional losses in the future to conduct product research and development and recognizes the need to raise additional capital to fully implement its business plan. The Company intends to raise capital through the issuance of additional equity financing and/or third-party collaboration funding. However, if such financing is not available at adequate levels, the Company will need to reevaluate its operating plan and may be required to delay the development of some of its products.

Summary of Significant Accounting Policies

Basis of Presentation

Unaudited Interim Financial Information

The accompanying unaudited condensed interim financial statements as of September 30, 2021 and for the three months and nine months ended September 30, 2020 and 2021 have been prepared in accordance with accounting principles generally accepted in the United States of America (“U.S. GAAP”) for interim financial information and pursuant to Article 10 of Regulation S-X of the Securities Act of 1933, as amended (the “Securities Act”). Accordingly, they do not include all of the information and notes required by U.S. GAAP for complete financial statements. These unaudited condensed financial statements include only normal and recurring adjustments that the Company believes are necessary to fairly state the Company’s financial position and the results of its operations and cash flows. The results for the three and nine months ended September 30, 2021 are not necessarily indicative of the results expected for the full fiscal year or any subsequent interim period. The condensed balance sheet at December 31, 2020 has been derived from the audited financial statements at that date but does not include all disclosures required by U.S. GAAP for complete financial statements. Because all of the disclosures required by U.S. GAAP for complete financial statements are not included herein, these unaudited condensed financial statements and the notes accompanying them should be read in conjunction with the Company’s audited financial statements for the year ended December 31, 2020 which appear in the Company’s registration statement on Form S-1 (File No. 333-256510) for its IPO which was declared effective on July 19, 2021.

Revenue Recognition

The Company recognizes revenue when its customer or collaborator obtains control of promised goods or services, in an amount that reflects the consideration which the Company expects to receive in exchange for those goods or services.

To determine revenue recognition for arrangements that are within the scope of Topic 606, it performs the following five steps:


i.	identify the contract(s) with a customer;
ii.	identify the performance obligations in the contract;
iii.	determine the transaction price;
iv.	allocate the transaction price to the performance obligations within the contract; and
v.	recognize revenue when (or as) the entity satisfies a performance obligation.

At contract inception, once the contract is determined to be within the scope of Topic 606 and it is probable of collection, the Company assesses the goods or services promised within the contract to determine whether each promised good or service is a performance obligation. The promised goods or services in the Company’s arrangements may consist of a license, or options to license, the Company’s intellectual property and research, development, and manufacturing services. The Company may provide options to additional items in such arrangements, which are accounted for as separate contracts when the customer elects to exercise such options, unless the option provides a material right to the customer. Performance obligations are promises in a contract to transfer a distinct good or service to the customer that (i) the customer can benefit from on its own or together with other readily available resources, and (ii) is separately identifiable from other promises in the contract. Goods or services that are not individually distinct performance obligations are combined with other promised goods or services until such combined group of promises meet the requirements of a performance obligation.

The Company determines the transaction price based on the amount of consideration the Company expects to receive for transferring the promised goods or services in the contract. Consideration may be fixed, variable, or a combination of both. At contract inception for arrangements that include variable consideration, the Company estimates the probability and extent of consideration it expects to receive under the contract utilizing either the most likely amount method or expected amount method, whichever best estimates the amount expected to be received. The Company then considers any constraints on the variable consideration and includes in the transaction price variable consideration to the extent it is deemed probable that a significant reversal in the amount of cumulative revenue recognized will not occur when the uncertainty associated with the variable consideration is subsequently resolved.

The Company then allocates the transaction price to each performance obligation based on the relative standalone selling price and recognizes as revenue the amount of the transaction price that is allocated to the respective performance obligation when (or as) control is transferred to the customer and the performance obligation is satisfied. For performance obligations which consist of licenses and other promises, the Company utilizes judgment to assess the nature of the combined performance obligation to determine whether the combined performance obligation is satisfied over time or at a point in time and, if over time, the appropriate method of measuring progress. The Company evaluates the measure of progress each reporting period and, if necessary, adjusts the measure of performance and related revenue recognition.

The Company records amounts as accounts receivable when the right to consideration is deemed unconditional. When consideration is received, or such consideration is unconditionally due, from a customer prior to transferring goods or services to the customer under the terms of a contract, a contract liability is recorded as deferred revenue.

The Company did not recognize any revenues for the three or nine months ended September 30, 2020 or 2021.

Deferred Revenue

Deferred revenue represents amounts billed, or in certain cases, yet to be billed to the Company’s customer for which the related revenues have not been recognized because one or more of the revenue recognition criteria have not been met. The current portion of deferred revenue represents the amount to be recognized within one year from the balance sheet date based on the estimated performance period of the underlying performance obligations. The long-term portion of deferred revenue represents amounts to be recognized after one year. As of September 30, 2021, current deferred revenue includes amounts of $1.1 million allocated to the development supply agreement performance obligation under the Wugen License that is included within Accrued liabilities and other current liabilities. There was no long-term deferred revenue as of September 30, 2021.

Investment

The Company holds a minority interest in Wugen. The underlying shares of common stock is not traded on any public market and thus has limited marketability. The Company does not have significant influence over the operating and financial policies of Wugen. As a result, the Company has accounted for this investment using the measurement alternative whereby the investment is recorded at cost less impairment, adjusted for observable price changes in orderly transactions for an identical or similar investment of the same investee. No impairment was recognized during the nine months ended September 30, 2021.

The Company invests net proceeds of its IPO in bills and notes issued by the U.S. Treasury. As of September 30, 2021, the Company holds $3.0 million in U.S. Treasury bills which is included in Cash and cash equivalents, $25.0 million in Short-term investments and $10.0 million in U.S. Treasury notes which is included in Long-term investments in the accompanying condensed balance sheet.

Net Loss Per Share

Basic net loss per share is calculated by dividing the net loss attributable to common stockholders, including both Class A and Class B common stock, by the weighted-average number of common shares outstanding for the period, without consideration of potential dilutive securities. Diluted net loss per share is computed by dividing the net loss attributable to common stockholders by the sum of the weighted average number of common shares plus the potential dilutive effects of potential dilutive securities outstanding during the period. Potential dilutive securities are excluded from diluted earnings or loss per share if the effect of such inclusion is anti-dilutive. The Company’s potentially dilutive securities, which include convertible redeemable preferred stock and outstanding stock options under the 2019 Equity Incentive Plan (“2019 Plan”) and the 2021 Equity Incentive Plan (“2021 Plan”), have been excluded from the computation of diluted net loss per share as they would be anti-dilutive to the net loss per share. For all periods presented, there is no difference in the number of shares used to calculate basic and diluted shares outstanding due to the Company’s net loss position.

Recently Issued Accounting Pronouncements

In February 2016, the FASB issued ASU No. 2016-02, Leases (“Topic 842”), which requires an entity to recognize assets and liabilities arising from a lease for both financing and operating leases. The ASU will also require new qualitative and quantitative disclosures to help investors and other financial statement users better understand the amount, timing, and uncertainty of cash flows arising from leases. Topic 842 is effective for the Company in the fiscal years beginning after December 15, 2021, with early adoption permitted. The Company is currently in the process of evaluating the impact of the adoption of Topic 842 on the Company’s financial statements and related disclosures.

Net Loss Per Share

9 Months Ended

Sep. 30, 2021

Earnings Per Share [Abstract]

Net Loss Per Share

4. Net Loss Per Share

The following table summarizes the computation of the basic and diluted net loss per share:


	Three Months Ended September 30,						Nine Months Ended September 30,
	2020			2021			2020			2021
Numerator:
Net loss	$	(2,709,006	)	$	(4,094,704	)	$	(7,863,006	)	$	(9,689,062	)
Less: cumulative preferred dividends earned in the period, net of forfeitures		(282,861	)		—			(842,433	)		—
Net loss available for distribution to common stock holders	$	(2,991,867	)	$	(4,094,704	)	$	(8,705,439	)	$	(9,689,062	)
Denominator:
Weighted-average common shares outstanding		4,743,823			29,572,267			4,728,816			13,111,087
Net loss per share, basic and diluted	$	(0.63	)	$	(0.14	)	$	(1.84	)	$	(0.74	)

The following table summarizes the outstanding potentially dilutive securities that have been excluded in the calculation of diluted net loss per share because their inclusion would be anti-dilutive:


	At September 30,
	2020		2021
Redeemable Preferred Stock		23,768,416		—
Common stock options		555,634		1,710,817
Potentially diluted securities		24,324,050		1,710,817

Fair Value of Financial Instruments

9 Months Ended

Sep. 30, 2021

Fair Value Disclosures [Abstract]

Fair Value of Financial Instruments

5. Fair Value of Financial Instruments

The carrying amount of the Company’s financial instruments, including cash and cash equivalents, accounts receivable, prepaid expenses and other current assets, U.S. government backed securities with maturity dates up to one year, accounts payable and accrued liabilities, approximate fair value due to their short-term maturities.

Money market funds included in cash and cash equivalents and U.S. government backed securities are measured at fair value based on quoted prices in active markets, which are considered Level 1 inputs. No transfers between levels occurred during the periods presented. The following table presents the Company’s assets which were measured at fair value at December 31, 2020 and September 30, 2021:


	At December 31, 2020:
	Level 1		Level 2		Level 3		Total
Assets:
Money market funds	$	6,752,266	$	—	$	—	$	6,752,266
Total	$	6,752,266	$	—	$	—	$	6,752,266


	At September 30, 2021:
	Level 1		Level 2		Level 3		Total
Assets:
Money market funds	$	10,823,904	$	—	$	—	$	10,823,904
Short-term cash investment		2,999,850		—		—		2,999,850
Short-term investment		24,989,700		—		—		24,989,700
Long-term investment		9,978,100		—		—		9,978,100
Total	$	48,791,554	$	—	$	—	$	48,791,554

- 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

Organization and Summary of Significant Accounting Policies (Policies)

9 Months Ended

Sep. 30, 2021

Accounting Policies [Abstract]

Basis of Presentation

Unaudited Interim Financial Information

Revenue Recognition

To determine revenue recognition for arrangements that are within the scope of Topic 606, it performs the following five steps:


i.	identify the contract(s) with a customer;
ii.	identify the performance obligations in the contract;
iii.	determine the transaction price;
iv.	allocate the transaction price to the performance obligations within the contract; and
v.	recognize revenue when (or as) the entity satisfies a performance obligation.

The Company did not recognize any revenues for the three or nine months ended September 30, 2020 or 2021.

Deferred Revenue

Investment

Net Loss Per Share

Recently Issued Accounting Pronouncements

Net Loss Per Share (Tables)

9 Months Ended

Sep. 30, 2021

Earnings Per Share [Abstract]

Summary of Basic and Diluted Net Income (Loss) Per Common Share

The following table summarizes the computation of the basic and diluted net loss per share:


	Three Months Ended September 30,						Nine Months Ended September 30,
	2020			2021			2020			2021
Numerator:
Net loss	$	(2,709,006	)	$	(4,094,704	)	$	(7,863,006	)	$	(9,689,062	)
Less: cumulative preferred dividends earned in the period, net of forfeitures		(282,861	)		—			(842,433	)		—
Net loss available for distribution to common stock holders	$	(2,991,867	)	$	(4,094,704	)	$	(8,705,439	)	$	(9,689,062	)
Denominator:
Weighted-average common shares outstanding		4,743,823			29,572,267			4,728,816			13,111,087
Net loss per share, basic and diluted	$	(0.63	)	$	(0.14	)	$	(1.84	)	$	(0.74	)

Summary of Outstanding Potentially Dilutive Securities

The following table summarizes the outstanding potentially dilutive securities that have been excluded in the calculation of diluted net loss per share because their inclusion would be anti-dilutive:


	At September 30,
	2020		2021
Redeemable Preferred Stock		23,768,416		—
Common stock options		555,634		1,710,817
Potentially diluted securities		24,324,050		1,710,817

Fair Value of Financial Instruments (Tables)

9 Months Ended

Sep. 30, 2021

Fair Value Disclosures [Abstract]

Summary of assets and liabilities that are measured at fair value on a recurring basis

The following table presents the Company’s assets which were measured at fair value at December 31, 2020 and September 30, 2021:


	At December 31, 2020:
	Level 1		Level 2		Level 3		Total
Assets:
Money market funds	$	6,752,266	$	—	$	—	$	6,752,266
Total	$	6,752,266	$	—	$	—	$	6,752,266


	At September 30, 2021:
	Level 1		Level 2		Level 3		Total
Assets:
Money market funds	$	10,823,904	$	—	$	—	$	10,823,904
Short-term cash investment		2,999,850		—		—		2,999,850
Short-term investment		24,989,700		—		—		24,989,700
Long-term investment		9,978,100		—		—		9,978,100
Total	$	48,791,554	$	—	$	—	$	48,791,554

Organization and Summary of Significant Accounting Policies - Additional Information (Detail) - USD ($)			3 Months Ended		9 Months Ended
	Jul. 22, 2021	Jun. 25, 2021	Sep. 30, 2021	Sep. 30, 2020	Sep. 30, 2021	Sep. 30, 2020	Dec. 31, 2020	Dec. 31, 2019
Revenues			$ 0	$ 0	$ 0	$ 0
Investments			11,577,850		11,577,850		$ 1,599,750
Short-term investment			24,989,700		24,989,700
Accounts receivable, net			70,000		70,000		2,500,000
Proceeds from initial public offering					56,000,000
Common stock issued to holder of redeemable preferred stock	23,768,416
Cumulative Dividends	$ 2,800,000
Stockholders' Equity, Reverse Stock Split		a 3-for-7 reverse stock split for all issued and outstanding common stock
Cash and cash equivalents			15,125,073	$ 6,482,812	15,125,073	$ 6,482,812	$ 8,455,834	$ 7,355,834
Research and development					24,700,000
U.S. Government Backed Securities [Member]
Investments			10,000,000.0		10,000,000.0
Short-term investment			$ 25,000,000.0		25,000,000.0
IPO [Member] \| U.S. Treasury bills [Member]
Proceeds from initial public offering					3,000,000.0
IPO [Member] \| Short-term Investments [Member]
Proceeds from initial public offering					25,000,000.0
IPO [Member] \| US Treasury Notes [Member]
Proceeds from initial public offering					10,000,000.0
Common Stock [Member]
Stock Issued During Period Shares			7,000,000
Common Stock [Member] \| IPO [Member]
Stock Issued During Period Shares	7,000,000
Share Price	$ 8.00
Proceeds from initial public offering	$ 49,200,000
Wugen License [Member]
Investments			$ 1,600,000		1,600,000
Accounts Payable and Accrued Liabilities [Member]
Deferred Revenue, Current			$ 1,100,000		$ 1,100,000

Accrued Liabilities and Other Current Liabilities - Additional Information (Detail) - USD ($)		9 Months Ended
	Jan. 08, 2021	Sep. 30, 2021	Dec. 31, 2020	May 20, 2020
Payables And Accruals [Line Items]
Accrued liabilities and other current liabilities		$ 1,757,309	$ 845,741
Accounts Payable and Accrued Liabilities, Current		1,800,000
Accrued Expenses Current [Member]
Payables And Accruals [Line Items]
Accrued expenses, current			273,907
Accounts Payable and Accrued Liabilities [Member]
Payables And Accruals [Line Items]
Deferred Revenue, Current		1,100,000
Manufacturing materials		240,000
Salaries and Employee Benefits		214,408
Legal Fees		$ 86,666
SBA Paycheck Protection Loan [Member]
Payables And Accruals [Line Items]
Short-term Debt			$ 567,311	$ 563,590
Debt Instrument, Decrease, Forgiveness	$ 567,311

Redeemable Preferred Stock - Additional Information (Detail) - USD ($)	9 Months Ended
	Sep. 30, 2021	Jul. 22, 2021	Dec. 31, 2020
Class of Stock [Line Items]
Total redeemable preferred stock			$ 31,115,399
Cumulative Dividends		$ 2,800,000
Dividends	$ 0
Preferred Stock, Shares Authorized	10,000,000
Preferred Stock, Shares Issued	0
Series C Redeemable preferred stock [Member]
Class of Stock [Line Items]
Temporary Equity, Shares Issued	0		5,439,112
Price paid for shares			$ 2.05
Total redeemable preferred stock			$ 11,294,301
Series C Redeemable preferred stock [Member] \| Proceeds from issuance of preferred stock [Member]
Class of Stock [Line Items]
Total redeemable preferred stock			$ 11,200,000

Net Loss Per Share - Summary of Basic and Diluted Net Income (Loss) Per Common Share (Detail) - USD ($)	3 Months Ended						9 Months Ended
	Sep. 30, 2021	Jun. 30, 2021	Mar. 31, 2021	Sep. 30, 2020	Jun. 30, 2020	Mar. 31, 2020	Sep. 30, 2021	Sep. 30, 2020
Numerator:
Net loss	$ (4,094,704)	$ (2,750,362)	$ (2,843,996)	$ (2,709,006)	$ (2,778,485)	$ (2,375,514)	$ (9,689,062)	$ (7,863,006)
Less: cumulative preferred dividends earned in the period, net of forfeitures		$ (482,662)	$ (477,358)	(282,861)	$ (279,786)	$ (279,786)		(842,433)
Net loss available for distribution to common stockholders	$ (4,094,704)			$ (2,991,867)			$ (9,689,062)	$ (8,705,439)
Denominator:
Weighted average shares outstanding, basic and diluted	29,572,267			4,743,823			13,111,087	4,728,816
Net loss per share, basic and diluted	$ (0.14)			$ (0.63)			$ (0.74)	$ (1.84)

- Definition

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

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- Definition

Amount, after deduction of tax, noncontrolling interests, dividends on preferred stock and participating securities; of income (loss) available to common shareholders.

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+ Details

Income Taxes - Additional Information (Detail) - USD ($)	9 Months Ended	12 Months Ended
	Sep. 30, 2021	Dec. 31, 2020
Income Tax Disclosure [Abstract]
Provision for income taxes	$ 0	$ 0
Deferred Tax Assets Valuation Allowance, Percent	100.00%
Effective Income Tax Rate Reconciliation, Percent	0.00%

Commitments and Contingencies - Summary of the Future Minimum Payments for the Lease and Sublease Agreements (Detail)	Sep. 30, 2021 USD ($)
Operating Leases, Future Minimum Payments Due, Fiscal Year Maturity [Abstract]
2021 (remaining 3 months)	$ 54,000
2022	36,000
Total future minimum lease payments	$ 90,000

Commitments and Contingencies - Additional Information (Detail) - USD ($)	3 Months Ended		9 Months Ended
	Sep. 30, 2021	Sep. 30, 2020	Sep. 30, 2021	Sep. 30, 2020
Operating Leased Assets [Line Items]
Operating Leases, Rent Expense	$ 52,963	$ 45,914	$ 154,533	$ 137,987
Future payment obligations	1,500,000	2,000,000.0	1,500,000	2,000,000.0
Research and Development Expense [Member]
Operating Leased Assets [Line Items]
Operating Leases, Rent Expense	$ 28,070	$ 20,682	$ 79,822	$ 62,289

Net Loss Per Share - Summary of Outstanding Potentially Dilutive Securities (Detail) - shares	9 Months Ended
	Sep. 30, 2021	Sep. 30, 2020
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items]
Potentially diluted securities	1,710,817	24,324,050
Redeemable Preferred Stock [Member]
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items]
Potentially diluted securities		23,768,416
Common Stock Options [Member]
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items]
Potentially diluted securities	1,710,817	555,634

Fair Value of Financial Instruments - Summary of Assets and Liabilities Measured at Fair Value on a Recurring Basis (Detail) - USD ($)	Sep. 30, 2021	Dec. 31, 2020
Assets:
Assets	$ 48,791,554	$ 6,752,266
Short Term Cash Investment [Member]
Assets:
Investment	2,999,850
Short -Term Investment [Member]
Assets:
Investment	24,989,700
Long-Term Investment [Member]
Assets:
Investment	9,978,100
Money Market Funds [Member]
Assets:
Assets	10,823,904	6,752,266
Level 1 [Member]
Assets:
Assets	48,791,554	6,752,266
Level 1 [Member] \| Short Term Cash Investment [Member]
Assets:
Investment	2,999,850
Level 1 [Member] \| Short -Term Investment [Member]
Assets:
Investment	24,989,700
Level 1 [Member] \| Long-Term Investment [Member]
Assets:
Investment	9,978,100
Level 1 [Member] \| Money Market Funds [Member]
Assets:
Assets	$ 10,823,904	$ 6,752,266