0001213900-22-026516 | 10-Q | XBRL Viewer

Document And Entity Information - shares	3 Months Ended
Document And Entity Information - shares	Mar. 31, 2022	May 12, 2022
Document Information Line Items
Entity Registrant Name	Blue Water Vaccines Inc.
Trading Symbol	BWV
Document Type	10-Q
Current Fiscal Year End Date	--12-31
Entity Common Stock, Shares Outstanding		11,638,993
Amendment Flag	false
Entity Central Index Key	0001782107
Entity Current Reporting Status	Yes
Entity Filer Category	Non-accelerated Filer
Document Period End Date	Mar. 31, 2022
Document Fiscal Year Focus	2022
Document Fiscal Period Focus	Q1
Entity Small Business	true
Entity Emerging Growth Company	true
Entity Shell Company	false
Entity Ex Transition Period	false
Document Quarterly Report	true
Document Transition Report	false
Entity File Number	001-41294
Entity Incorporation, State or Country Code	DE
Entity Tax Identification Number	81-2262816
Entity Address, Address Line One	201 E. Fifth Street
Entity Address, Address Line Two	Suite 1900
Entity Address, City or Town	Cincinnati
Entity Address, State or Province	OH
Entity Address, Postal Zip Code	45202
City Area Code	(513)
Local Phone Number	620-4101
Title of 12(b) Security	Common stock, $0.00001 par value
Security Exchange Name	NASDAQ
Entity Interactive Data Current	Yes

Condensed Balance Sheets - USD ($)	Mar. 31, 2022	Dec. 31, 2021
Current assets
Cash	$ 18,609,249	$ 1,928,474
Prepaid expenses	90,005	234,551
Deferred offering costs	238,804	757,646
Receivable from related parties	164,515	152,524
Total current assets	19,102,573	3,073,195
Prepaid expenses, long-term	129,454
Property and equipment, net	15,399	11,502
Deposit	87,638
Total assets	19,335,064	3,084,697
LIABILITIES AND STOCKHOLDERS’ EQUITY
Accounts payable	907,538	582,605
Accrued expenses	1,893,438	1,055,515
Total current liabilities	2,800,976	1,638,120
Commitments and Contingencies (see Note 7)
Stockholders’ equity
Preferred stock, $0.00001 par value, 10,000,000 shares authorized at March 31, 2022 and December 31, 2021
Series Seed: 0 and 1,150,000 shares designated at March 31, 2022 and December 31, 2021, respectively; 0 and 1,146,138 shares issued and outstanding at March 31, 2022 and December 31, 2021, respectively; $0 and $15.4 million aggregate liquidation preference at March 31, 2022 and December 31, 2021, respectively		11
Common stock, $0.00001 par value, 250,000,000 shares authorized at March 31, 2022 and December 31, 2021; 11,048,587 and 3,200,000 shares outstanding at March 31, 2022 and December 31, 2021, respectively	110	32
Additional paid-in-capital	24,561,309	7,403,204
Accumulated deficit	(8,027,331)	(5,956,670)
Total stockholders’ equity	16,534,088	1,446,577
Total liabilities and stockholders’ equity	$ 19,335,064	$ 3,084,697

Condensed Statements of Operations (Unaudited) - USD ($)	3 Months Ended
	Mar. 31, 2022	Mar. 31, 2021
Operating costs and expenses
General and administrative	$ 1,615,569	$ 237,544
Research and development	455,092	88,237
Total operating expenses	2,070,661	325,781
Loss from operations	(2,070,661)	(325,781)
Net loss	(2,070,661)	(325,781)
Cumulative preferred stock dividends	96,359	137,687
Net loss applicable to common stockholders	$ (2,167,020)	$ (463,468)
Net loss per share attributable to common stockholders, basic and diluted (in Dollars per share)	$ (0.34)	$ (0.14)
Weighted average number of common shares outstanding, basic and diluted (in Shares)	6,339,435	3,200,000

Condensed Statements of Stockholders’ Equity (Unaudited) - USD ($)	Preferred Stock	Common Stock	Additional Paid-in Capital	Accumulated Deficit	Total
Balance at Dec. 31, 2020	$ 11	$ 32	$ 7,273,063	$ (2,539,336)	$ 4,733,770
Balance (in Shares) at Dec. 31, 2020	1,146,138	3,200,000
Stock-based compensation			41,721		41,721
Net loss				(325,781)	(325,781)
Balance at Mar. 31, 2021	$ 11	$ 32	7,314,784	(2,865,117)	4,449,710
Balance (in Shares) at Mar. 31, 2021	1,146,138	3,200,000
Balance at Dec. 31, 2021	$ 11	$ 32	7,403,204	(5,956,670)	1,446,577
Balance (in Shares) at Dec. 31, 2021	1,146,138	3,200,000
Issuance of common stock in initial public offering, net of $2.9 million of offering costs		$ 22	17,138,818		17,138,840
Issuance of common stock in initial public offering, net of $2.9 million of offering costs (in Shares)		2,222,222
Conversion of convertible preferred stock to common stock upon initial public offering	$ (11)	$ 56	(45)
Conversion of convertible preferred stock to common stock upon initial public offering (in Shares)	(1,146,138)	5,626,365
Stock-based compensation			19,332		19,332
Net loss				(2,070,661)	(2,070,661)
Balance at Mar. 31, 2022		$ 110	$ 24,561,309	$ (8,027,331)	$ 16,534,088
Balance (in Shares) at Mar. 31, 2022		11,048,587

- Definition

The consolidated profit or loss for the period, net of income taxes, including the portion attributable to the noncontrolling interest.

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- Definition

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Statements of Cash Flows (Unaudited) - USD ($)	3 Months Ended
Statements of Cash Flows (Unaudited) - USD ($)	Mar. 31, 2022	Mar. 31, 2021
Cash flows from operating activities
Net loss	$ (2,070,661)	$ (325,781)
Adjustments to reconcile net loss to net cash used in operating activities:
Depreciation expense	1,300	1,232
Stock-based compensation	19,332	41,721
Changes in assets and liabilities:
Prepaid expenses	144,546	(57,309)
Receivable from related parties	(11,991)	(5,056)
Prepaid expenses, long-term	(129,454)	46,233
Deposit	(87,638)
Accrued expenses	896,659
Accounts payable	351,816	42,412
Net cash used in operating activities	(886,091)	(256,548)
Cash flows from investing activities
Purchase of property and equipment	(5,197)
Net cash used in investing activities	(5,197)
Cash flows from financing activities
Payment of deferred offering costs	(5,000)
Proceeds from issuance of common stock in initial public offering, net of underwriting discount	18,400,000
Payments of initial public offering costs	(822,937)
Net cash provided by financing activities	17,572,063
Net increase (decrease) in cash	16,680,775	(256,548)
Cash, beginning of period	1,928,474	4,308,821
Cash, end of period	18,609,249	4,052,273
Noncash investing and financing activities:
Deferred offering costs included in accounts payable and accrued expenses	233,804
Conversion of convertible preferred stock to common stock upon initial public offering	45
Initial public offering costs included in accounts payable	$ 104,035

Summary of Significant Accounting Policies

3 Months Ended

Mar. 31, 2022

Accounting Policies [Abstract]

Summary of Significant Accounting Policies

Note 3 — Summary of Significant Accounting Policies

Use of Estimates

The preparation of financial statements in conformity with U.S. GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of expenses during the reporting periods. The most significant estimates in the Company’s financial statements relate to the valuation of common stock, stock-based compensation, accrued research and development expenses and the valuation allowance of deferred tax assets resulting from net operating losses. 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 judgments about the carrying values of assets and liabilities and the recording of expenses that are not readily apparent from other sources. Actual results may differ materially and adversely from these estimates. To the extent there are material differences between the estimates and actual results, the Company’s future results of operations will be affected.

Unaudited Interim Financial Statements

The accompanying condensed balance sheet as of March 31, 2022, and the condensed statements of operations, the condensed statements of changes in stockholders’ equity, and the condensed statements of cash flows for the three months ended March 31, 2022 and 2021 are unaudited. These unaudited interim financial statements have been prepared on the same basis as the audited financial statements, and in management’s opinion, include all adjustments, consisting of only normal recurring adjustments, necessary for the fair statement of the Company’s financial position as of March 31, 2022 and its results of operations and cash flows for the three months ended March 31, 2022 and 2021. The financial data and the other financial information disclosed in the notes to these condensed financial statements related to the three-month periods are also unaudited. Operating results for the three months ended March 31, 2022 are not necessarily indicative of the results that may be expected for the year ending December 31, 2022, any other interim periods, or any future year or period. The unaudited condensed financial statements included in this Quarterly Report on Form 10-Q should be read in conjunction with the audited financial statements and notes thereto included in the Company’s annual report on Form 10-K for the year

ended December 31, 2021, which includes a broader discussion of the Company’s business and the risks inherent therein.

Concentration of Credit Risk

Financial instruments that potentially subject the Company to concentrations of credit risk consist of cash accounts in a financial institution, which, at times, may exceed the Federal Depository Insurance Coverage limit of $250,000. As of March 31, 2022 and December 31, 2021, the Company has not experienced losses on these accounts and management believes the Company is not exposed to significant risks on such accounts.

Property and Equipment

Property and equipment consists of computers and office furniture and fixtures, all of which are recorded at cost. Depreciation is recorded using the straight-line method over the respective useful lives of the assets ranging from three to seven years. Long-lived assets are reviewed for impairment whenever events or circumstances indicate that the carrying amount of these assets may not be recoverable.

Fair Value Measurements

Fair value is defined as the price that would be received for sale of an asset or paid for transfer of a liability, in an orderly transaction between market participants at the measurement date. U.S. GAAP establishes a three-tier fair value hierarchy, which prioritizes the inputs used in measuring fair value. The hierarchy gives the highest priority to unadjusted quoted prices in active markets for identical assets or liabilities (Level 1 measurements) and the lowest priority to unobservable inputs (Level 3 measurements). These tiers include:

●

Level 1, defined as observable inputs such as quoted prices (unadjusted) for identical instruments in active markets;

●

Level 2, defined as inputs other than quoted prices in active markets that are either directly or indirectly observable such as quoted prices for similar instruments in active markets or quoted prices for identical or similar instruments in markets that are not active; and

●

Level 3, defined as unobservable inputs in which little or no market data exists, therefore requiring an entity to develop its own assumptions, such as valuations derived from valuation techniques in which one or more significant inputs or significant value drivers are unobservable.

In some circumstances, the inputs used to measure fair value might be categorized within different levels of the fair value hierarchy. In those instances, the fair value measurement is categorized in its entirety in the fair value hierarchy based on the lowest level input that is significant to the fair value measurement. Financial instruments, including cash, prepaid expenses, deferred offering costs, receivables from related parties, accounts payable and accrued liabilities are carried at cost, which management believes approximates fair value due to the short-term nature of these instruments. None of the Company’s non-financial assets or liabilities are recorded at fair value on a non-recurring basis.

Deferred Offering Costs

The Company capitalizes certain legal, professional accounting and other third-party fees that are directly associated with in-process equity financings as deferred offering costs until such financings are consummated. After consummation of the equity financing, these costs are recorded in stockholders’ equity as a reduction of proceeds generated as a result of the offering. Should the in-process equity financing be abandoned, the deferred offering costs will be expensed immediately as a charge to operating expenses in the statements of operations. As of March 31, 2022, all previously deferred offering costs related to the IPO, totaling approximately $0.8 million, and of which $0.3 million were paid during 2021, were netted against the proceeds received upon the closing of the IPO, which occurred on February 23, 2022.

Research and Development

The Company expenses the cost of research and development as incurred. Research and development expenses include costs incurred in funding research and development activities, license fees, and other external costs. Advance payments for goods and services that will be used in future research and development activities are expensed when the activity has been performed or when the goods have been received rather than when the payment is made. Upfront and milestone payments due to third parties that perform research and development services on the Company’s behalf will be expensed as services are rendered or when the milestone is achieved. When billing terms under research and development contracts do not coincide with the timing of when the work is performed, the Company is required to make estimates of outstanding obligations as of period end to those third parties. Accrual estimates are based on several factors, including the Company’s knowledge of the progress towards completion of the research and development activities, invoicing to date under the contracts, communication from the research institution or other companies of any actual costs incurred during the period that have not yet been invoiced, and the costs included in the contracts. Significant judgments and estimates may be made in determining the accrued balances at the end of any reporting period. Actual results could differ from the estimates made by the Company. The historical accrual estimates made by the Company have not been materially different from the actual costs. See Notes 5 and 7.

In accordance with FASB ASC Topic 730-10-25-1, Research and Development, costs incurred in obtaining licenses and patent rights are charged to research and development expense if the technology licensed has not reached commercial feasibility and has no alternative future use. The licenses purchased by the Company (see Note 5) require substantial completion of research and development, regulatory and marketing approval efforts to reach commercial feasibility and have no alternative future use. Accordingly, the total purchase price for the licenses acquired is reflected as research and development on the Company’s statements of operations.

Stock-Based Compensation

The Company expenses stock-based compensation to employees and non-employees over the requisite service period based on the estimated grant-date fair value of the awards. Stock-based awards to employees with graded-vesting schedules are recognized, using the accelerated attribution method, on a straight-line basis over the requisite service period for each separately vesting portion of the award.

The Company estimates the fair value of stock option grants using the Black-Scholes option pricing model and the assumptions used in calculating the fair value of stock-based awards represent management’s best estimates and involve inherent uncertainties and the application of management’s judgment.

Expected Term — The expected term of options represents the period that the Company’s stock-based awards are expected to be outstanding based on the simplified method, which is the half-life from vesting to the end of its contractual term.

Expected Volatility —Volatility is a measure of the amount by which the Company’s share price has historically fluctuated or is expected to fluctuate (i.e., expected volatility) during a period. Due to the lack of an adequate history of a public market for the trading of the Company’s common stock and a lack of adequate company-specific historical and implied volatility data, the Company computes stock price volatility over expected terms based on comparable companies’ historical common stock trading prices. For these analyses, the Company has selected companies with comparable characteristics, including enterprise value, risk profiles, and position within the industry, and with historical share price information sufficient to meet the expected term of the stock-based awards.

Common Stock Fair Value — Due to the absence of an active market for the Company’s common stock prior to the IPO, the fair value of the common stock underlying the Company’s stock options was estimated at each grant date and was determined with the assistance of an independent third-party valuation expert. The assumptions underlying these valuations represented management’s best estimates, which involved inherent uncertainties and the application of significant levels of management judgment. After the completion of the IPO, the fair value of each share of common stock is based on the closing price of the Company’s common stock as reported by the Nasdaq Capital Market.

Risk-Free Interest Rate — The Company bases the risk-free interest rate on the implied yield available on U.S. Treasury securities with a remaining term commensurate with the estimated expected term.

Expected Dividend — The Company has never declared or paid any cash dividends on its shares of common stock and does not plan to pay cash dividends in the foreseeable future, and, therefore, uses an expected dividend yield of zero in its valuation models.

The Company recognizes forfeitures of equity awards as they occur.

Fair Value of Common Stock

In order to determine the fair value of shares of common stock of the Company when issuing stock options prior to the IPO, its board of directors considered with input from third party valuations, among other things, contemporaneous valuations of the Company’s common stock. Given the absence of a public trading market of the Company’s capital stock prior to its IPO, its board of directors has exercised reasonable judgment and considered a number of objective and subjective factors to determine the best estimate of the fair value of the Company common and preferred stock, including:

●

the prices, rights, preferences and privileges of the Company’s preferred stock relative to the Company’s common stock;

●

the Company’s business, financial condition and results of operations, including related industry trends affecting the Company’s operations;

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the likelihood of achieving a liquidity event, such as an IPO, or sale of the Company, given prevailing market conditions;

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the lack of marketability of the Company’s common stock;

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the market performance of comparable publicly traded companies;

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U.S. and global economic and capital market conditions and outlook; and

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common stock valuation methodology.

In estimating the fair market value of common stock of the Company, its board of directors first determined the equity value of its business using accepted valuation methods.

The Company engaged a third-party valuation specialist to conduct a valuation, which used its most recent preferred stock financing as a starting point and determined the equity value of the Company based on the Backsolve method using an Option Pricing Method (OPM) to calculate the implied value based on a market approach. The Company’s equity value was allocated using OPM to estimate the fair market value of the Company’s classes of equity.

After the completion of the IPO, the fair value of each share of common stock is based on the closing price of the Company’s common stock as reported by the Nasdaq Capital Market.

Income Taxes

Income taxes are accounted for under the asset and liability method. Deferred tax assets and liabilities are recognized for future tax consequences attributable to differences between the financial statement carrying amounts of existing assets and liabilities and their respective tax bases and operating loss and tax credit carryforwards.

Deferred tax assets and liabilities are measured using enacted tax rates expected to apply to taxable income in the years in which those temporary differences are expected to be recovered or settled. The effect on deferred tax assets and liabilities of a change in tax rate is recognized in operations in the period that includes the enactment date. Deferred tax assets are reduced to estimated amounts expected to be realized by the use of a valuation allowance.

Comprehensive Income (Loss)

The Company is required to report all components of comprehensive income (loss), including net income (loss), in the accompanying condensed financial statements in the period in which they are recognized. Comprehensive income (loss) is defined as the change in equity during a period from transactions and other events and circumstances from non-owner sources, including unrealized gains and losses on investments and foreign currency translation adjustments. Net loss and comprehensive loss were the same for all periods presented.

Warrants

The Company determines the accounting classification of warrants that are issued, as either liability or equity, by first assessing whether the warrants meet liability classification in accordance with ASC 480-10, Accounting for Certain Financial Instruments with Characteristics of both Liabilities and Equity, (“ASC 480-10”), and then in accordance with ASC 815-40, Derivatives and Hedging - Contracts in Entity's Own Equity (“ASC 815-40”). Under ASC 480-10, warrants are considered liability-classified if the warrants are mandatorily redeemable, obligate the issuer to settle the warrants or the underlying shares by paying cash or other assets, or must or may require settlement by issuing variable number of shares.

If the warrants do not meet liability classification under ASC 480-10, the Company assesses the requirements under ASC 815-40, which states that contracts that require or may require the issuer to settle the contract for cash are liabilities recorded at fair value, irrespective of the likelihood of the transaction occurring that triggers the net cash settlement feature. If the warrants do not require liability classification under ASC 815-40, in order to conclude equity classification, the Company assesses whether the warrants are indexed to its common stock and whether the warrants are classified as equity under ASC 815-40 or other applicable GAAP. After all relevant assessments are made, the Company concludes whether the warrants are classified as liability or equity. Liability-classified warrants are required to be accounted for at fair value both on the date of issuance and on subsequent accounting period ending dates, with all changes in fair value after the issuance date recorded as a component of other income (expense), net in the statements of operations. Equity-classified warrants are accounted for at fair value on the issuance date with no changes in fair value recognized after the issuance date. As of March 31, 2022, all of the Company’s outstanding warrants are equity-classified warrants.

Net Loss Per Share

Basic loss per share is computed by dividing the net income or loss applicable to common shares by the weighted average number of common shares outstanding during the period. Diluted earnings per share is computed using the weighted average number of common shares and, if dilutive, potential common shares outstanding during the period. Potential common shares consist of the Company’s preferred stock, warrants and options. Diluted loss per share excludes the shares issuable upon the conversion of preferred stock, as well as common stock options and warrants, from the calculation of net loss per share if their effect would be anti-dilutive.

The two-class method is used to determine earnings per share based on participation rights of participating securities in any undistributed earnings. Each preferred stock that includes rights to participate in distributed earnings is considered a participating security and the Company uses the two-class method to calculate net income available to the Company’s common stockholders per common share — basic and diluted.

The following securities were excluded from the computation of diluted shares outstanding due to the losses incurred in the periods presented, as they would have had an anti-dilutive impact on the Company’s net loss:

	Three Months Ended March 31,
	2022		2021
Options to purchase shares of common stock		780,640		780,640
Series Seed Preferred Stock		—		4,584,552
Warrants to purchase shares of common stock		111,111		—
Total		891,751		5,365,192

New Accounting Pronouncements

In April 2012, the Jump-Start Our Business Startups Act (the “JOBS Act”) was signed into law. The JOBS Act contains provisions that, among other things, reduce certain reporting requirements for an emerging growth company. As an emerging growth company, the Company may elect to adopt new or revised accounting standards when they become effective for non-public companies, which typically is later than when public companies must adopt the standards. The Company has elected to take advantage of the extended transition period afforded by the JOBS Act and, as a result, unless the Company elects early adoption of any standards, will adopt the new or revised accounting standards on the relevant dates on which adoption of such standards is required for non-public companies.

In August 2020, the FASB issued ASU No. 2020-06, Debt — Debt with Conversion and Other Options (Subtopic 470-20) and Derivatives and Hedging — Contracts in Entity’s Own Equity (Subtopic 815-40): Accounting for Convertible Instruments and Contracts in an Entity’s Own Equity, which simplifies accounting for convertible instruments by removing major separation models required under current GAAP. The ASU also removes certain

settlement conditions that are required for equity contracts to qualify for the derivative scope exception and it also simplifies the diluted earnings per share calculation in certain areas. This guidance is effective for public business entities except for smaller reporting companies for fiscal years, and interim periods within those fiscal years, beginning after December 15, 2021. For all other entities, the standard will be effective for fiscal years beginning after December 15, 2023, including interim periods within those fiscal years. Early adoption is permitted. The Company adopted ASU 2020-06 on January 1, 2022, using the modified retrospective method, and the adoption of the ASU did not impact the Company’s financial position, results of operations, cash flows or net loss per share.

In October 2020, the FASB issued ASU 2020-10, Codification Improvements, which updates various codification topics by clarifying or improving disclosure requirements to align with the SEC’s regulations. The Company adopted ASU 2020-10 as of the reporting period beginning January 1, 2022. The adoption of this update did not have a material effect on the Company’s financial statements.

In May 2021, the FASB issued ASU 2021-04, Earnings Per Share (Topic 260), Debt — Modifications and Extinguishments (Subtopic 470-50), Compensation — Stock Compensation (Topic 718), and Derivatives and Hedging — Contracts in Entity’s Own Equity (Subtopic 815-40): Issuer’s Accounting for Certain Modifications or Exchanges of Freestanding Equity-Classified Written Call Options (a consensus of the FASB Emerging Issues Task Force). The ASU clarifies and reduces diversity in an issuer’s accounting for modifications or exchanges of freestanding equity-classified written call options (for example, warrants) that remain equity classified after modification or exchange. The ASU provides guidance that will clarify whether an issuer should account for a modification or an exchange of a freestanding equity-classified written call option that remains equity classified after modification or exchange as (1) an adjustment to equity and, if so, the related earnings per share (EPS) effects, if any, or (2) an expense and, if so, the manner and pattern of recognition. The new guidance is effective for all entities for annual and interim periods beginning after December 15, 2021, and early adoption is permitted, including adoption in an interim period. The Company adopted ASU 2021-04 on January 1, 2022, and the adoption of the ASU did not impact the Company’s financial position, results of operations, cash flows, or net loss per share.

The Company’s management does not believe that any other recently issued, but not yet effective, accounting standards if currently adopted would have a material effect on the accompanying condensed financial statements.

Significant Agreements

3 Months Ended

Mar. 31, 2022

Significant Agreements [Abstract]

Significant Agreements

Note 5 — Significant Agreements

Oxford University Innovation Limited

In December 2018, the Company entered into an option agreement Oxford University Innovation (“OUI”), which was a precursor to a license agreement (the “OUI Agreement”), dated July 16, 2019. Under the terms of the OUI Agreement, the Company holds an exclusive, worldwide license to certain specified patent rights and biological materials relating to the use of epitopes of limited variability and virus-like particle products and practice processes that are covered by the licensed patent rights and biological materials for the purpose of developing and commercializing a vaccine product candidate for influenza. The Company is obligated to use its best efforts to develop and market Licensed Products, as defined in the OUI Agreement, in accordance with its development plan, report to OUI on progress, achieve the following milestones and must pay OUI nonrefundable milestone fees when it achieves them: initiation of first Phase I study; initiation of first Phase II study; initiation of first Phase III/pivotal registration studies; first submission of application for regulatory approval (BLA/NDA); marketing authorization in the United States; marketing authorization in any EU country; marketing authorization in Japan; first marketing authorization in any other country; first commercial sale in Japan; first commercial sale in any ROW country; first year that annual sales equal or exceed certain thresholds. See Note 7 for additional information on the milestone payments as well as royalty obligations required under the OUI Agreement. The OUI Agreement will expire upon ten (10) years from the expiration of the last patent contained in the licensed patent rights, unless terminated earlier. During the year ended December 31, 2021, the U.S. Patent related to immunogenic composition was issued to OUI. This patent expires in August 2037. No additional patents have been issued during the three months ended March 31, 2022. Either party may terminate the OUI Agreement for an uncured material breach. The Company may terminate the OUI Agreement for any reason at any time upon six months’ written notice expiring after the third anniversary of the OUI Agreement. OUI may terminate immediately if the Company has a petition presented for its winding-up or passes a resolution for winding up other than for a bona fide amalgamation or reconstruction or compounds with its creditors or has a receiver or administrator appointed. OUI may also terminate if the Company opposes or challenges the validity of any of the patents or applications in the Licensed Technology, as defined in the OUI Agreement; raises the claim that the know-how of the Licensed Technology is not necessary to develop and market Licensed Products; or in OUI’s reasonable opinion, is taking inadequate or insufficient steps to develop or market Licensed Products and does not take any further steps that OUI requests by written notice within a reasonable time.

For the three months ended March 31, 2022 and 2021, the Company did not incur any licensing fee payments for intellectual property licenses. See Note 7.

St. Jude Children’s Hospital

The Company entered into a license agreement (the “St. Jude Agreement”), dated January 27, 2020, with St. Jude Children’s Research Hospital (“St. Jude”). Under the terms of the St. Jude Agreement, the Company holds an exclusive, worldwide license to certain specified patent rights and biological materials relating to the use of live attenuated streptococcus pneumoniae and practice processes that are covered by the licensed patent rights and biological materials for the purpose of developing and commercializing a vaccine product candidate for streptococcus pneumoniae. The St. Jude Agreement will expire upon the expiration of the last valid claim contained in the licensed patent rights, unless terminated earlier. The Company is obligated to use commercially reasonable efforts to develop and commercialize the licensed product(s). The milestones include the following events: (i) complete IND enabling study; (ii) initiate animal toxicology study; (iii) file IND; (iv) complete Phase I Clinical Trial; (v) commence Phase II Clinical Trial; (vi) commence Phase III Clinical Trial; and, (vii) regulatory approval, U.S. or foreign equivalent. If the Company fails to achieve the development milestones contained in the St. Jude Agreement, and if the Company and St. Jude fail to agree upon a mutually satisfactory revised timeline, St. Jude will have the right to terminate the St. Jude Agreement. Either party may terminate the St. Jude Agreement in the event the other party (a) files or has filed against it a petition under the Bankruptcy Act (among other things) or (b) fails to perform or otherwise breaches its obligations under the St. Jude Agreement, and has not cured such failure or breach within sixty (60) days. The Company may terminate for any reason on thirty (30) days written notice. On May 11, 2022, the Company entered into an amendment to the St. Jude Agreement, whereby the royalty terms, milestones payments and licensing fees were amended. See Note 11 for more information on this amendment.

For the three months ended March 31, 2022, the Company recognized approximately $3,000 for intellectual property licenses, which is recorded as research and development expenses. For the three months ended March 31, 2021, the Company did not incur any licensing fee payments for intellectual property licenses. See Note 7 for additional information on the milestone payments as well as royalty obligations required under the St. Jude Agreement.

Cincinnati Children’s Hospital Medical Center

The Company entered into a license agreement (the “CHMC Agreement”), dated June 1, 2021, with Children’s Hospital Medical Center, d/b/a Cincinnati Children’s Hospital Medical Center (“CHMC”). Under the terms of the CHMC Agreement, the Company holds an exclusive, worldwide license (other than the excluded field of immunization against, and prevention, control, or reduction in the severity of gastroenteritis caused by rotavirus and norovirus in China and Hong Kong) to certain specified patent and biological materials relating to the use of norovirus nanoparticles and practice processes that are covered by the licensed patent rights and biological materials for the purpose of developing and commercializing CHMC patents and related technology directed to a virus-like particle vaccine platform that utilizes nanoparticle delivery technology that may have potential broad application to develop vaccines for multiple infectious diseases. The term of the CHMC Agreement begins on the effective date and extends on a jurisdiction by jurisdiction and product by product basis until the later of: (i) the last to expire licensed patent; (ii) ten (10) years after the first commercial sale; or, (iii) entrance onto the market of a biosimilar or interchangeable product. The Company is obligated to use commercially reasonable efforts to bring licensed products to market through diligent research and development, testing, manufacturing and commercialization, to use best efforts to make all necessary regulatory filings and obtain all necessary regulatory approvals, to achieve milestones relating to development and sales, and report to CHMC on progress. The Company will also be obligated to pay the agreed upon development milestone payments to CHMC, as well as royalty payments, see Note 7 for additional information. The Company may terminate the CHMC Agreement for convenience, at any time prior to first commercial sale of a product or process by providing one hundred and eighty (180) days’ written notice to CHMC. It may also terminate for a CHMC uncured material breach. CHMC may terminate the CHMC Agreement for an uncured Company material breach or insolvency or bankruptcy. Pursuant to the terms of the CHMC Agreement, if the Company fails to achieve the milestones, and cannot mutually agree with CHMC on an amendment to the milestones, then CHMC will have the option of converting any and all of such exclusive licenses to nonexclusive licenses, to continue developing indications that have already entered development at any stage or in which the Company has invested in developing. CHMC may also terminate the CHMC Agreement to the fullest extent permitted by law in the countries of the worldwide territory, in the event the Company or its affiliates challenge or induce others set up challenges to the validity or enforceability of any of the Licensed Patents, as defined in the CHMC Agreement, and the Company will be obligated reimburse CHMC for its costs, including reasonable attorneys’ fees.

For the three months ended March 31, 2022 and 2021, the Company did not incur any licensing fee payments for intellectual property licenses. See Note 7.

Ology Bioservices, Inc. (which was later acquired by National Resilience, Inc.)

The Company entered into a Master Services Agreement (“Ology MSA”), dated July 19, 2019, with Ology, Inc. (“Ology”) to provide services from time to time, including but not limited to technology transfer, process development, analytical method optimization, cGMP manufacture, regulatory affairs, and stability studies of biologic products. Pursuant to the Ology MSA, the Company and Ology shall enter into a Project Addendum for each project to be governed by the terms and conditions of the Ology MSA. The Company has entered into two Project Addendums as of March 31, 2022 and December 31, 2021. The initial Project Addendum was executed on October 18, 2019 and the Company was required to pay Ology an aggregate of approximately $4 million. Due to unforeseen delays associated with COVID-19, the Company and Ology entered into a letter agreement dated January 9, 2020 to stop work on the project. The Company paid Ology $100,000 for services, of which $48,600 remained as a prepaid expense as of December 31, 2020. The second Project Addendum was executed on May 21, 2021 and the Company is obligated to pay Ology an aggregate amount of approximately $2.8 million, plus reimbursement for materials and outsourced testing, which will be billed at cost plus 15%. This project began during 2021, and the Company recorded approximately $164,000 and $115,000 as related accounts payable and accrued expenses, respectively, at December 31, 2021. During the three months ended March 31, 2022, the Company incurred related research and development expenses of approximately $217,000, and had approximately $332,000 recorded as related accrued expenses at March 31, 2022. See Note 4. There were no such expenses incurred during the three months ended March 31, 2021. On April 20, 2022, the Company entered into an amendment to the Ology MSA, whereby the Company’s obligations increased by $0.3 million, specifically related to regulatory support on the project. See Note 11.

Stockholders’ Equity

3 Months Ended

Mar. 31, 2022

Stockholders' Equity Note [Abstract]

Stockholders’ Equity

Note 6 — Stockholders’ Equity

Authorized Capital and Stock Split

On February 23, 2022, the Company filed with the Secretary of State of the State of Delaware an amended and restated certificate of incorporation (the “A&R COI”), which became effective immediately. The Company’s board of directors and stockholders approved the A&R COI to be effective upon the closing of the IPO. There was no change to the Company’s authorized shares of common stock and preferred stock of 250,000,000 shares and 10,000,000 shares, respectively, or the par value, which is $0.00001 for both common and preferred stock. Prior to this amendment, the Company had designated 1,150,000 shares of preferred stock, with par value $0.00001 per share. In addition, on February 23, 2022 and in connection with the closing of the IPO, the Company’s board of directors adopted Amended and Restated Bylaws.

Common Stock

As of March 31, 2022 and December 31, 2021, there were 11,048,587 and 3,200,000 shares of common stock issued and outstanding, respectively.

Holders of the Company’s common stock are entitled to one vote for each share held of record, and are entitled upon liquidation of the Company to share ratably in the net assets of the Company available for distribution after payment of all obligations of the Company and after provision has been made with respect to each class of stock, if any, having preference over the common stock, currently including the Company’s preferred stock. The shares of common stock are not redeemable and have no preemptive or similar rights.

On February 17, 2022, the Company entered into an underwriting agreement (the “Underwriting Agreement”) with Boustead Securities, LLC, acting as representative of the underwriters (“Boustead”), in relation to the Company’s IPO, pursuant to which the Company agreed to sell to the underwriters an aggregate of 2,222,222 shares of the Company’s common stock, at a price of $9.00 per share. The IPO closed on February 23, 2022, and resulted in net proceeds to the Company, after deducting the 8% underwriting discount, and other offering costs, of approximately $17.1 million. Pursuant to the Underwriting Agreement, the Company issued to Boustead warrants to purchase 111,111 shares of common stock. The warrants are exercisable, at the option of the holder, at a per share exercise price equal to $10.35 and are exercisable at any time and from time to time, in whole or in part, starting on February 23, 2022 and terminating on February 11, 2027.

The Company evaluated the terms of the warrants issued at the IPO and determined that they should be classified as equity instruments based upon accounting guidance provided in ASC 480 and ASC 815-40. Since the Company determined that the warrants were equity-classified, the Company recorded the proceeds from the IPO, net of issuance costs, within common stock at par value and the balance of the net proceeds to additional paid in capital. As of March 31, 2022, the outstanding warrants are exercisable into 111,111 shares of common stock whose fair value was $56.50 per share, based on the closing trading price on that day.

Preferred Stock

Prior to the close of the IPO, the Company had designated 1,150,000 shares of preferred stock as Series Seed Preferred Stock (“Series Seed”), with an original issue price of $6.09 per share (the “Original Issue Price”). As of March 31, 2022 and December 31, 2021, there were 0 and 1,146,138 shares issued and outstanding, respectively.

Conversion

Each share of the Series Seed was convertible, at the option of the holder, at any time and from time to time, and without the payment of additional consideration by the holder, at a conversion price of $1.52 per share, subject to certain adjustments for stock splits, stock dividends, recapitalizations, and similar corporate transactions, into fully paid and non-assessable shares of the Company’s common stock. Each Series Seed share was automatically convertible into common stock of the Company, at the then-effective conversion price, upon the closing of a firmly underwritten public offering netting proceeds of at least $50 million with an offering price of at least three hundred percent (300%) of the Original Issue Price of the Series Seed. On October 7, 2021, the majority of the holders of the Series Seed approved the automatic conversion of the outstanding shares of the Series Seed and all related accrued and unpaid dividends, upon the close of the IPO. The number of conversion shares to be issued upon the close of the IPO were to be calculated in accordance with the original conversion terms provided by the Company’s Amended and Restated Certificate of Incorporation (“COI”) dated July 1, 2019. This conversion occurred on February 23, 2022, upon the close of the Company’s IPO.

Dividends

Holders of the Series Seed were entitled to receive cumulative dividends at a per share rate of 8% per annum, compounded annually, on the initial investment amount commencing on the date of issue. Dividends were payable only when, as, and if declared by the Board of Directors or upon a Liquidation Event, as described below. Dividends on Series Seed were in preference to any dividend on the Company’s common stock. Upon the close of the IPO, aggregate cumulative dividends of $1,586,162 or $1.38 per Series Seed share were automatically converted into shares of common stock.

Liquidation Preference

In the event of certain voluntary or involuntary acquisition or sale transactions or upon the liquidation, dissolution or winding up of the Company (each, a “Liquidation Event”), the holders of Series Seed were entitled to receive out of the proceeds or assets of the Company legally available for distribution to its stockholders (the “Proceeds”), prior and in preference to any distribution of the Proceeds of such Liquidation Event to the holders of shares of common stock by reason of their ownership thereof, an amount (“the Liquidation Preference Amount”) determined based on the provisions of the Company’s COI. The COI provided that the Liquidation Preference Amount be calculated upon the occurrence of a Liquidation Event, based on the Company’s achievement of a Pre-Clinical Milestone and a Qualified Financing, both as defined in the COI. Per the provisions of the COI, if a Liquidation Event occurred before a Pre-Clinical Milestone was achieved, the Liquidation Preference Amount would be equal to two times the Series Seed Original Issue price per share, plus unpaid cumulative dividends. If a Liquidation Event occurred after a Pre-Clinical Milestone was achieved, and after a Qualified Financing was completed, then the Liquidation Preference Amount would be equal to one times the Series Seed Original Issue price, plus unpaid cumulative dividends. If a Liquidation Event occurred after a Pre-Clinical Milestone was achieved and before a Qualified Financing was completed, the Liquidation Preference Amount would be equal to the greater of (a) such amount per share as such holder would have been entitled to receive after a Qualified Financing or (b) two times the Series Seed Original Issue price, plus unpaid cumulative dividends.

As of December 31, 2021, and all other prior historical periods, the Liquidation Preference Amount was equal to two times the Series Seed Original Issue Price per share, plus unpaid cumulative dividends. In the event that the Proceeds were insufficient to enable the distribution in full of the Liquidation Preference Amount to the holders of the Series Seed for all of the preferred shares held by them, all of the Proceeds were to be distributed among the

holders of Series Seed on a pro rata basis. Upon completion of the distribution required to the holders of Series Seed, all of the remaining Proceeds available for distribution to stockholders were to be distributed among the holders of common shares and preferred shares, on an as-converted basis, pro rata based on the number of common shares held by each such holder. However, if upon the occurrence of a Liquidation Event, the Liquidation Preference Amount the Series Seed stockholders were entitled to receive is two times the Original Issue Price per share, plus unpaid cumulative dividends, after such distribution is made, then the remaining Proceeds available for distribution to stockholders were to be distributed among the holders of common shares, pro rata based on the number of common shares held by each such holder.

Voting

On any matter presented to the stockholders of the Company for their action or consideration at any meeting of stockholders of the Company (or by written consent of stockholders in lieu of meeting), each holder of outstanding shares of Series Seed were entitled to cast the number of votes equal to the number of whole shares of common stock into which the shares of Series Seed held by such holder were convertible as of the record date for determining stockholders entitled to vote on such matter. Holders of Series Seed were entitled to vote together with the holder of common stock as a single class. Holders of Series Seed were entitled to nominate two out of five of the Company’s directors.

Equity Incentive Plans

The Company’s 2019 Equity Incentive Plan (the “2019 Plan”) was adopted by its board of directors and by its stockholders on July 1, 2019. The Company has reserved 1,400,000 shares of common stock for issuance pursuant to the 2019 Plan. There were no share-based awards granted under the 2019 Plan during the three months ended March 31, 2022 and 2021.

In addition, on February 23, 2022 and in connection with the closing of the IPO, the Company’s board of directors adopted the Company’s 2022 Equity Incentive Plan (the “2022 Plan”), which is the successor and continuation of the Company’s 2019 Plan. Under the 2022 Plan, the Company may grant stock options, restricted stock, restricted stock units, stock appreciation rights, and other forms of awards to employees, directors and consultants of the Company. Upon its effectiveness, a total of 1,600,000 shares of common stock were reserved for issuance under the 2022 Plan. As of March 31, 2022, there were no share-based awards granted under the 2022 Plan.

- 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
-Publisher FASB
-Name Accounting Standards Codification
-Topic 505
-URI https://asc.fasb.org/topic&trid=2208762

Reference 2: http://www.xbrl.org/2003/role/disclosureRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 505
-SubTopic 10
-Section 50
-Paragraph 13
-Subparagraph (b)
-URI https://asc.fasb.org/extlink&oid=126973232&loc=SL123496158-112644

Reference 3: http://www.xbrl.org/2003/role/disclosureRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 505
-SubTopic 10
-Section 50
-Paragraph 13
-URI https://asc.fasb.org/extlink&oid=126973232&loc=SL123496158-112644

Reference 4: http://www.xbrl.org/2003/role/disclosureRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 505
-SubTopic 10
-Section 50
-Paragraph 14
-Subparagraph (c)
-URI https://asc.fasb.org/extlink&oid=126973232&loc=SL123496171-112644

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

Commitments and Contingencies

3 Months Ended

Mar. 31, 2022

Commitments and Contingencies Disclosure [Abstract]

Commitments and Contingencies

Note 7 — Commitments and Contingencies

Office lease

The Company leased office space for approximately $5,500 a month from a related party. The Company paid a $15,000 rental deposit and rent expense for the three months ended March 31, 2022 and 2021 was approximately $0 and $20,000, respectively. The Company terminated the related party lease in May 2021 and entered into a new lease with an unrelated party in April 2021. The Company is not a party to a lease with a term in excess of 12 months and has a month-to-month lease as of March 31, 2022.

Litigation

From time to time, the Company may be subject to various legal proceedings and claims that arise in the ordinary course of its business activities. As of March 31, 2022, the Company is not a party to any material legal proceedings and is not aware of any pending or threatened claims. See Note 11.

Significant agreements

Oxford University Innovation Limited

Pursuant to the OUI Agreement, as disclosed in Note 5, the Company is obligated to pay certain milestone and royalty payments in the future, as the related contingent events occur. Specifically, the Company is obligated to pay a 6% royalty on all net sales of licensed products, as defined in the OUI Agreement, with an annual minimum royalty payment of $250,000 starting post-product launch, until the expiration of the OUI Agreement or revocation of the last valid claim covering a licensed product, at which point a royalty rate of 3% will apply. An annual maintenance fee of $10,000 and $20,000 is required in the pre-phase III year and Phase III year, respectively, and as defined in the OUI Agreement. The Company is also obligated to pay a 25% royalty on any sums received by the Company

from any sublicensee (including all up-front, milestone and other one-off payments received by the Company from any sub-licenses or other contracts granted by the Company with respect to the licensed technology). In addition, the Company is required to pay OUI milestone payments of up to an aggregate of $51.25 million; specifically, upon the achievement of specified development milestones of approximately $2.25 million, regulatory milestones of approximately $9.5 million, and commercial milestones of approximately $39.5 million. The annual maintenance fee and milestone fees are indexed to the RPI (Retail Prices index for all items which is published in the United Kingdom by the Office for National Statistics, or any replacement of it) and will be increased or decreased as appropriate as set forth in the OUI Agreement. As of March 31, 2022, the Company evaluated the likelihood of the Company achieving the specified milestones and generating product sales, and determined the likelihood is not yet probable and as such no accrual of these payments is required as of March 31, 2022.

Oxford University Research Agreement

Pursuant to the terms of the OUI Agreement, as disclosed in Note 5, the Company entered into a sponsored research agreement dated December 18, 2019 with Oxford University for research related to the OUI Agreement for a period of three years for a total of £420,000. The Company prepaid the full amount to Oxford of $554,802 for the services in January 2020, of which approximately $0.2 million remains as a prepaid expense as of March 31, 2022 and December 31, 2021.

St. Jude Children’s Hospital

Pursuant to the St. Jude Agreement, as disclosed in Note 5, the Company is obligated to pay certain milestone and royalty payments in the future, as the related contingent events occur. Specifically, the Company is obligated to make 4% royalty payments for each licensed product(s) sold by the Company or its affiliates, based on the net sales for the duration of the St. Jude Agreement, and also pay 15% of consideration received for any sublicenses. The Company is required to pay an annual maintenance fee of $10,000 beginning on the first anniversary of the Effective Date (which is waived if all of the developmental milestones scheduled for completion before such annual fee is due have been achieved). In addition, the Company is required to pay St. Jude milestone payments of up to an aggregate of $1 million; specifically, upon the achievement of specified development milestones of approximately $0.2 million, regulatory milestones of approximately $0.3 million, and commercial milestones of approximately $0.5 million. On May 11, 2022, the Company entered into an amendment to the St. Jude Agreement, whereby the royalty terms, milestones payments and licensing fees were amended. See Note 11 for more information on this amendment. As of March 31, 2022, the Company evaluated the likelihood of the Company achieving the specified milestones and generating product sales, and determined the likelihood is not yet probable and as such no accrual of these payments is required as of March 31, 2022.

St. Jude Children’s Sponsored Research Agreement

In addition to the St. Jude Agreement, the Company also entered into a sponsored research agreement dated May 3, 2021 with St. Jude for research related to the St. Jude Agreement. Pursuant to this research agreement, the Company is obligated to pay St. Jude an aggregate amount of $73,073 in two parts, Phase I for $57,624 and Phase II for $15,449. This sponsored research project began during 2021, and the Company recorded approximately $8,000 in related accrued expenses at December 31, 2021. During the three months ended March 31, 2022, the Company incurred related research and development expenses of approximately $8,000, and had approximately $15,000 recorded as related accrued expenses at March 31, 2022. There were no such expenses incurred during the three months ended March 31, 2021.

Cincinnati Children’s Hospital Medical Center

Pursuant to the CHMC Agreement, as disclosed in Note 5, the Company is obligated to pay certain milestone and royalty payments in the future, as the related contingent events occur. Specifically, the Company is obligated to pay CHMC a single-digit royalty on net sales, being 5%, 4% or 2% depending on the product, until the last valid claim covering a licensed product exists, at which point the royalty rates decrease by 50%. The Company is also

obligated to pay up to a 25% royalty on any non-royalty sublicense revenue paid to the Company by any sublicensee. The CHMC Agreement also provides the Company with an option to license any CHMC or jointly patented modification, alteration or improvement of any invention claimed in a Licensed Patent (“CHMC Improvement” and “Joint Improvement, respectively”), with a $50,000 option fee for each Improvement that the Company elects to include in the license grant of the CHMC Agreement. In addition, the Company is required to pay CHMC milestone payments of up to an aggregate of $59.75 million; specifically, upon the achievement of specified development milestones of approximately $0.5 million, regulatory milestones of approximately $1.25 million, and commercial milestones of approximately $58 million. As of March 31, 2022, the Company evaluated the likelihood of the Company achieving the specified milestones and generating product sales, and determined the likelihood is not yet probable and as such no accrual of these payments is required as of March 31, 2022.

Ology Bioservices, Inc. (which was later acquired by National Resilience, Inc.)

Pursuant to the Ology MSA and the second Project Addendum, as disclosed in Note 5, the Company is obligated to pay Ology an aggregate amount of approximately $2.8 million, plus reimbursement for materials and outsourced testing which will be billed at cost plus 15%. This project began during 2021, and the Company recorded approximately $164,000 and $115,000 as related accounts payable and accrued expenses, respectively, at December 31, 2021. During the three months ended March 31, 2022, the Company incurred related research and development expenses of approximately $217,000, and had approximately $332,000 recorded as related accrued expenses at March 31, 2022. See Note 4. There were no such expenses incurred during the three months ended March 31, 2021. This project is currently expected to be performed through the fourth quarter of 2023. On April 20, 2022, the Company entered into an amendment to the Ology MSA, whereby the Company’s obligations increased by $0.3 million, specifically related to regulatory support on the project. See Note 11.

Underwriter Termination Agreement

On February 7, 2022, the Company and its former underwriter, Maxim Group (“Maxim”), entered into a termination agreement, whereby the parties agreed to terminate their engagement of Maxim as the Company’s lead managing underwriter and book runner in connection with the Company’s IPO. Per the terms of the termination agreement, the Company agreed to pay Maxim a termination fee of $300,000, due upon the close of the Company’s IPO. The termination fee was recorded as general and administrative expense during the three months ended March 31, 2022, and is included in accounts payable in the accompanying condensed balance sheet at March 31, 2022.

Indemnification

In the normal course of business, the Company enters into contracts and agreements that contain a variety of representations and warranties and provide for general indemnifications. The Company’s exposure under these agreements is unknown because it involves claims that may be made against the Company in the future but have not yet been made. To date, the Company has not paid any claims or been required to defend any action related to its indemnification obligations. However, the Company may incur charges in the future as a result of these indemnification obligations.

Risks and Uncertainties — COVID-19

Management continues to evaluate the impact of the COVID-19 pandemic on the industry and has concluded that while it is reasonably possible that the virus could have a negative effect on the Company’s financial position, results of its operations and/or search for drug candidates, the specific impact is not readily determinable as of the date of these financial statements. The financial statements do not include any adjustments that might result from the outcome of this uncertainty.

Accounting Policies, by Policy (Policies)

3 Months Ended

Mar. 31, 2022

Accounting Policies [Abstract]

Use of Estimates

Use of Estimates

Unaudited Interim Financial Statements

Unaudited Interim Financial Statements

ended December 31, 2021, which includes a broader discussion of the Company’s business and the risks inherent therein.

Concentration of Credit Risk

Concentration of Credit Risk

Property and Equipment

Property and Equipment

Fair Value Measurements

Fair Value Measurements

●

Level 1, defined as observable inputs such as quoted prices (unadjusted) for identical instruments in active markets;

●

Deferred Offering Costs

Deferred Offering Costs

Research and Development

Research and Development

Stock-Based Compensation

Stock-Based Compensation

The Company recognizes forfeitures of equity awards as they occur.

Fair Value of Common Stock

Fair Value of Common Stock

●

the prices, rights, preferences and privileges of the Company’s preferred stock relative to the Company’s common stock;

●

the Company’s business, financial condition and results of operations, including related industry trends affecting the Company’s operations;

●

the likelihood of achieving a liquidity event, such as an IPO, or sale of the Company, given prevailing market conditions;

●

the lack of marketability of the Company’s common stock;

●

the market performance of comparable publicly traded companies;

●

U.S. and global economic and capital market conditions and outlook; and

●

common stock valuation methodology.

In estimating the fair market value of common stock of the Company, its board of directors first determined the equity value of its business using accepted valuation methods.

After the completion of the IPO, the fair value of each share of common stock is based on the closing price of the Company’s common stock as reported by the Nasdaq Capital Market.

Income Taxes

Income Taxes

Comprehensive Income (Loss)

Comprehensive Income (Loss)

Warrants

Warrants

Net Loss Per Share

Net Loss Per Share

New Accounting Pronouncements

New Accounting Pronouncements

Stockholders’ Equity (Details) - USD ($)	1 Months Ended	3 Months Ended	12 Months Ended
Stockholders’ Equity (Details) - USD ($)	Feb. 17, 2022	Mar. 31, 2022	Dec. 31, 2021	Feb. 23, 2022
Stockholders’ Equity (Details) [Line Items]
Common stock par value (in Dollars per share)				$ 0.00001
Aggregate shares	2,222,222
Common stock price per share (in Dollars per share)	$ 9
Underwriting discount percentage				8.00%
Other offering costs (in Dollars)				$ 17,100,000
Warrants to purchase shares of common stock				111,111
Exercise price per share (in Dollars per share)				$ 10.35
Warrants exercisable		111,111
Fair value price per share (in Dollars per share)		$ 56.5
Preferred stock, shares outstanding		0	1,146,138
Conversion price, per shares (in Dollars per share)		$ 1.52
Underwritten public offering netting proceeds (in Dollars)		$ 50,000,000
Offering price percentage		300.00%
Cumulative dividends, per share		8.00%
Cumulative dividends (in Dollars)		$ 1,586,162
Cumulative dividends per series seed share (in Dollars per share)		$ 1.38
Description of liquidation preference			As of December 31, 2021, and all other prior historical periods, the Liquidation Preference Amount was equal to two times the Series Seed Original Issue Price per share, plus unpaid cumulative dividends.
Reserved shares of common stock		1,600,000
Common Stock [Member]
Stockholders’ Equity (Details) [Line Items]
Preferred stock, shares authorized				250,000,000
Preferred stock par value (in Dollars per share)				$ 0.00001
Common stock, shares, issued		11,048,587	3,200,000
Preferred Stock [Member]
Stockholders’ Equity (Details) [Line Items]
Common stock, shares authorized				10,000,000
Common stock par value (in Dollars per share)				$ 0.00001
2019 Equity Incentive Plan [Member]
Stockholders’ Equity (Details) [Line Items]
Reserved shares of common stock		1,400,000
Series Seed Preferred Stock.[Member]
Stockholders’ Equity (Details) [Line Items]
Preferred stock, shares designated		1,150,000		1,150,000
Preferred stock, shares issued		0	1,146,138
Original Issue Price [Member]
Stockholders’ Equity (Details) [Line Items]
Original issue price per share (in Dollars per share)		$ 6.09

Commitments and Contingencies (Details)		1 Months Ended		3 Months Ended		12 Months Ended
Commitments and Contingencies (Details)	May 03, 2021 USD ($)	Jan. 31, 2020 USD ($)	Dec. 18, 2019 EUR (€)	Mar. 31, 2022 USD ($)	Mar. 31, 2021 USD ($)	Dec. 31, 2021 USD ($)	Apr. 20, 2022 USD ($)	Feb. 07, 2022 USD ($)
Commitments and Contingencies (Details) [Line Items]
Company leased office space				$ 5,500
Rental deposit					$ 15,000
Rent expense				$ 0	$ 20,000
Office lease term, description				The Company is not a party to a lease with a term in excess of 12 months and has a month-to-month lease as of March 31, 2022.
Litigations description				As of March 31, 2022, the Company is not a party to any material legal proceedings and is not aware of any pending or threatened claims.
OUI Agreement [Member]
Commitments and Contingencies (Details) [Line Items]
Percentage of royalty on net sales				6.00%
Minimum Royalty Expense				$ 250,000
Royalty rate, percentage				3.00%
Royalty on sum received from sublicensee, percentage				25.00%
Aggregate payments				$ 51,250,000
Specified milestones				2,250,000
Regulatory milestones				9,500,000
Commercial milestones				39,500,000
Oxford Research [Member]
Commitments and Contingencies (Details) [Line Items]
Agreement period			3 years
Total (in Euro) \| €			€ 420,000
Prepaid amount		$ 554,802
Prepaid expense				$ 200,000		$ 200,000
St. Jude Agreement [Member]
Commitments and Contingencies (Details) [Line Items]
Royalty on sum received from sublicensee, percentage				15.00%
Aggregate payments				$ 1,000,000
Specified milestones				200,000
Regulatory milestones				300,000
Commercial milestones				$ 500,000
Royalty payments percentage				4.00%
Annual maintenance fee				$ 10,000
Accured expenses						8,000
St Jude Research Agreement [Member]
Commitments and Contingencies (Details) [Line Items]
Aggregate amount	$ 73,073
Accured expenses				15,000
Research and development expenses				$ 8,000
CHMC Agreement [Member]
Commitments and Contingencies (Details) [Line Items]
Percentage of royalty on net sales				5.00%
Royalty on sum received from sublicensee, percentage				25.00%
Aggregate payments				$ 59,750,000
Specified milestones				500,000
Regulatory milestones				1,250,000
Commercial milestones				$ 58,000,000
Accured expenses						115,000
Royalty rate decrease, post valid claim expiration				50.00%
Option fee				$ 50,000
Accounts payable						$ 164,000
Ology Agreement [Member]
Commitments and Contingencies (Details) [Line Items]
Aggregate amount				2,800,000
Accured expenses				332,000
Research and development expenses				$ 217,000
Cost plus percentage				15.00%
Underwriter Termination Agreement [Member]
Commitments and Contingencies (Details) [Line Items]
Termination fee							$ 300,000	$ 300,000
Pre-phase III year [Member] \| OUI Agreement [Member]
Commitments and Contingencies (Details) [Line Items]
Annual maintenance fee				$10,000
Phase III year [Member] \| OUI Agreement [Member]
Commitments and Contingencies (Details) [Line Items]
Annual maintenance fee				$20,000
Phase I [Member] \| St. Jude Agreement [Member]
Commitments and Contingencies (Details) [Line Items]
Aggregate amount	57,624
Phase II [Member] \| St. Jude Agreement [Member]
Commitments and Contingencies (Details) [Line Items]
Aggregate amount	$ 15,449

Subsequent Events (Details) - Subsequent Event [Member] - USD ($)		1 Months Ended
	May 04, 2022	May 31, 2022	Apr. 20, 2022	Apr. 19, 2022
Subsequent Events (Details) [Line Items]
Agent fee, percentage				7.50%
Management fee, percentage				1.00%
Aggregate subscription amount paid percentage				2.00%
Subsequent event, description	the Company’s compensation committee approved stock option grants under the Company’s 2022 Equity Incentive Plan to the Company’s executive officers, board members, employees and certain consultants. The stock options granted totaled 694,540 options, of which 500,000 were granted to the Company’s executive officers, and all of which have an exercise price of $6.45.
License fee (in Dollars)		$ 5,000
Minimum [Member]
Subsequent Events (Details) [Line Items]
Royalty rate		4.00%
Maximum [Member]
Subsequent Events (Details) [Line Items]
Royalty rate		5.00%
Private Placement [Member]
Subsequent Events (Details) [Line Items]
Shares issued (in Shares)				590,406
Aggregate net proceeds (in Dollars)				$ 7,000,000
Aggregate out-of pocket expenses to placement agent (in Dollars)				$ 85,000
Pre-Funded Warrants [Member]
Subsequent Events (Details) [Line Items]
Aggregates purchase shares (in Shares)				590,406
Purchase price, per share (in Dollars)				$ 6.774
Excerise price, per share (in Dollars per share)				$ 0.001
Preferred Investment Options [Member]
Subsequent Events (Details) [Line Items]
Aggregates purchase shares (in Shares)				1,180,812
Purchase price, per share (in Dollars)				$ 6.775
Excerise price, per share (in Dollars per share)				$ 6.65
Wainwright Warrants [Member]
Subsequent Events (Details) [Line Items]
Excerise price, per share (in Dollars per share)				$ 8.46875
Issued warrants (in Shares)				70,849
Shares percentage				6.00%
Exercise price (in Dollars per share)				$ 8.46875
Ology Amendment [Member]
Subsequent Events (Details) [Line Items]
Subsequent event, description			the Company and Ology entered into a first amendment to the second Project Addendum (the “Ology Amendment”), see Notes 5 and 7. The Ology Amendment provides for an increase to the Company’s obligation of $0.3 million, specifically related to regulatory support on the project.
St. Jude Amendment [Member]
Subsequent Events (Details) [Line Items]
Subsequent event, description		The St. Jude Amendment provides for a revised development milestone timeline, a one-time license fee of $5,000, and an increase to the royalty rate from 4% to 5%. The St. Jude Amendment also provides for an increase to the contingent milestone payments, from $1.0 million to $1.9 million in the aggregate; specifically, development milestones of $0.3 million, regulatory milestones of $0.6 million, and commercial milestones of $1.0 million.

Condensed Statements of Stockholders’ Equity (Unaudited) (Parentheticals)	3 Months Ended
	Mar. 31, 2022 USD ($)
Statement of Stockholders' Equity [Abstract]
Offering costs, net	$ 2.9

Organization and Basis of Presentation (Details)	1 Months Ended
Organization and Basis of Presentation (Details)	Feb. 23, 2022 $ / shares shares
Accounting Policies [Abstract]
Initial public offering	2,222,222
Initial public offering price per share (in Dollars per share) \| $ / shares	$ 9
Initial public offering, description	Proceeds from the IPO, net of underwriting discounts, commissions, and offering costs of $2.9 million, were $17.1 million.
Convertible preferred stock shares	5,626,365

Liquidity and Financial Condition (Details) - USD ($) $ in Millions	1 Months Ended	3 Months Ended
	Apr. 19, 2022	Mar. 31, 2022
Liquidity and Financial Condition (Details) [Line Items]
Company cash		$ 18.6
Working capital		16.3
Accumulated deficit		$ 8.0
Least term		1 year
Long-term operating description		long-term operating requirements beyond the one year period
Subsequent Event [Member]
Liquidity and Financial Condition (Details) [Line Items]
Net proceeds	$ 7.0

Balance Sheet Details (Details) - Schedule of prepaid expenses - USD ($)	3 Months Ended	12 Months Ended
	Mar. 31, 2022	Dec. 31, 2021
Schedule of prepaid expenses [Abstract]
Prepaid research and development	$ 69,205	$ 203,910
Prepaid insurance		4,842
Prepaid other	20,800	25,799
Total	$ 90,005	$ 234,551

Balance Sheet Details (Details) - Schedule of accrued expenses - USD ($)	3 Months Ended	12 Months Ended
	Mar. 31, 2022	Dec. 31, 2021
Schedule of accrued expenses [Abstract]
Accrued license fees	$ 227,500	$ 225,000
Accrued research and development	564,634	300,182
Accrued deferred offering costs	187,500	246,236
Accrued compensation	680,537	234,265
Accrued insurance expense	118,988
Accrued board of directors’ compensation	33,750
Accrued other	80,529	49,832
Total	$ 1,893,438	$ 1,055,515

Condensed Balance Sheets (Parentheticals) - USD ($)	Mar. 31, 2022	Dec. 31, 2021
Statement of Financial Position [Abstract]
Preferred stock, par value (in Dollars per share)	$ 0.00001	$ 0.00001
Preferred stock, shares authorized	10,000,000	10,000,000
Preferred stock, shares designated	0	1,150,000
Preferred stock, shares issued	0	1,146,138
Preferred stock, shares outstanding	0	1,146,138
Aggregate liquidation preference shares (in Dollars)	$ 0	$ 15,400,000
Common stock, par value (in Dollars per share)	$ 0.00001	$ 0.00001
Common stock, shares authorized	250,000,000	250,000,000
Common stock, shares outstanding	11,048,587	3,200,000

Summary of Significant Accounting Policies (Details) - Schedule of computation of diluted shares outstanding - shares	3 Months Ended
	Mar. 31, 2022	Mar. 31, 2021
Schedule of computation of diluted shares outstanding [Abstract]
Options to purchase shares of common stock	780,640	780,640
Series Seed Preferred Stock		4,584,552
Warrants to purchase shares of common stock	111,111
Total	891,751	5,365,192

Significant Agreements (Details) - USD ($)	1 Months Ended		3 Months Ended	12 Months Ended
Significant Agreements (Details) - USD ($)	Apr. 20, 2022	May 21, 2021	Mar. 31, 2022	Dec. 31, 2021	Dec. 31, 2020
Significant Agreements (Details) [Line Items]
OUI Agreement Expiration			10 years
Intellectual property licenses is recorded as research and development expenses			$ 3,000
Ology Bioservices, Inc [Member]
Significant Agreements (Details) [Line Items]
Aggregate agreement amount initial agreement			4,000,000
Prepaid expenses to remaining prepaid expenses					$ 100,000
Prepaid expense remaining					$ 48,600
Aggregate amount		$ 2,800,000
Cost plus, percentage		15.00%
Accounts payable				$ 164,000
Accrued expenses			$ 332,000	$ 115,000
Ology Bioservices, Inc [Member] \| Subsequent Event [Member]
Significant Agreements (Details) [Line Items]
Increased in obligation	$ 300,000

Related Party Transactions (Details) - USD ($)	3 Months Ended
Related Party Transactions (Details) - USD ($)	Mar. 31, 2022	Mar. 31, 2021	Dec. 31, 2021
Related Party Transactions [Abstract]
Fees under consulting agreement	$ 63,000	$ 105,000
Receivable from related party	165,000		$ 153,000
Related party transactions amounts	140,000
Remaining balance	18,000
Miscellaneous payments	$ 7,000

Retirement Plan (Details)	3 Months Ended
Retirement Plan (Details)	Mar. 31, 2022
Retirement Benefits [Abstract]
Employees compensation percentage	100.00%