COGNITION THERAPEUTICS INC 10-Q

Item 1. Financial Statements COGNITION THERAPEUTICS, INC. AND SUBSIDIARY CONSOLIDATED BALANCE SHEETS (in thousands, except share and per share amounts) ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ As of ​ ​ ​ March 31, 2022 ​ December 31, 2021 ​ ​ (unaudited) ​ ​ ​ Assets ​ ​ ​ ​ Current assets ​ ​ ​ ​ Cash and cash equivalents ​ $ 51,509 ​ $ 54,721 ​ Grant receivables ​ 2,794 ​ 1,799 ​ Prepaid expenses and other current assets ​ 2,137 ​ 2,005 ​ Other receivables ​ — ​ 467 ​ Total current assets ​ 56,440 ​ 58,992 ​ Property and equipment, net ​ 261 ​ 145 ​ Right-of-use assets, operating leases ​ ​ 578 ​ ​ — ​ Other assets ​ ​ 1,417 ​ ​ — ​ Total assets ​ $ 58,696 ​ $ 59,137 ​ Liabilities and Stockholders’ Equity ​ ​ ​ Current liabilities ​ ​ ​ Accounts payable ​ 3,997 ​ 4,168 ​ Accrued expenses ​ 1,383 ​ 1,751 ​ Deferred grant income, current ​ ​ 1,316 ​ ​ 753 ​ Operating lease liabilities, current ​ ​ 150 ​ ​ — ​ Other current liabilities ​ 799 ​ 1,192 ​ Total current liabilities ​ 7,645 ​ 7,864 ​ Operating lease liabilities, noncurrent ​ 446 ​ — ​ Deferred grant income and other liabilities, noncurrent ​ 1,865 ​ — ​ Total liabilities ​ 9,956 ​ 7,864 ​ Commitments and contingencies (Note 6) ​ ​ ​ Stockholders’ equity: ​ ​ ​ Preferred stock, $ 0.001 par value, 10,000,000 shares authorized; no shares issued and outstanding at March 31, 2022 and December 31, 2021 ​ ​ — ​ ​ — ​ Common stock, $ 0.001 par value, 250,000,000 shares authorized; 22,578,584 and 22,230,032 shares issued and outstanding at March 31, 2022 and December 31, 2021, respectively ​ 22 ​ 22 ​ Additional paid-in capital ​ 146,757 ​ 145,453 ​ Accumulated deficit ​ ( 97,842 ) ​ ( 94,004 ) ​ Accumulated other comprehensive loss ​ ( 197 ) ​ ( 198 ) ​ Total stockholders’ equity ​ 48,740 ​ 51,273 ​ Total liabilities and stockholders’ equity ​ $ 58,696 ​ $ 59,137 ​ The accompanying notes are an integral part of these consolidated financial statements. 5 Table of Contents COGNITION THERAPEUTICS, INC. AND SUBSIDIARY CONSOLIDATED STATEMENTS OF OPERATIONS AND COMPREHENSIVE LOSS (unaudited) (in thousands, except share and per share amounts) ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Three Months Ended March 31, ​ ​ 2022 2021 ​ Operating Expenses: ​ ​ ​ ​ Research and development ​ $ 6,518 ​ $ 4,430 ​ General and administrative ​ 2,895 ​ 1,153 ​ Total operating expenses ​ 9,413 ​ 5,583 ​ Loss from operations ​ ( 9,413 ) ​ ( 5,583 ) ​ Other income (expense): ​ ​ ​ ​ Grant income ​ 5,904 ​ 4,692 ​ Change in the fair value of the derivative liability ​ — ​ ​ 1,063 ​ Other (expense) income, net ​ ( 195 ) ​ ​ 145 ​ Gain on debt extinguishment ​ — ​ ​ 443 ​ Interest expense, net ​ ( 9 ) ​ ​ ( 537 ) ​ Total other income, net ​ 5,700 ​ 5,806 ​ Loss before income tax ​ ​ ( 3,713 ) ​ ​ 223 ​ Income tax expense ​ ​ ( 125 ) ​ ​ — ​ Net (loss) income ​ ( 3,838 ) ​ 223 ​ Cumulative preferred stock dividends ​ — ​ ( 1,128 ) ​ Net loss attributable to common stockholders ​ $ ( 3,838 ) ​ $ ( 905 ) ​ Unrealized gain (loss) on foreign currency translation ​ 1 ​ ( 5 ) ​ Total comprehensive (loss) income ​ $ ( 3,837 ) ​ $ 218 ​ Net loss per share attributable to common stockholders, basic and diluted ​ $ ( 0.17 ) ​ $ ( 1.64 ) ​ Weighted-average common shares outstanding, basic and diluted ​ 22,426,982 ​ 550,175 ​ ​ The accompanying notes are an integral part of these consolidated financial statements. ​ ​ 6 Table of Contents COGNITION THERAPEUTICS, INC. AND SUBSIDIARY CONSOLIDATED STATEMENTS OF CONVERTIBLE PREFERRED STOCK AND STOCKHOLDERS’ EQUITY (DEFICIT ) (unaudited) (in thousands, except share amounts) ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Accumulated ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Additional ​ ​ ​ ​ Other ​ Total ​ ​ Common Stock ​ Paid-in ​ Accumulated ​ Comprehensive ​ Stockholders’ ​ Shares Amount Capital Deficit Loss Deficit Balances as of December 31, 2021 22,230,032 ​ $ 22 ​ $ 145,453 ​ $ ( 94,004 ) ​ $ ( 198 ) ​ $ 51,273 Exercise of stock options ​ 348,552 ​ ​ — ​ ​ 303 ​ ​ — ​ ​ — ​ ​ 303 Equity-based compensation ​ — ​ ​ — ​ ​ 1,001 ​ ​ — ​ ​ — ​ ​ 1,001 Other comprehensive loss ​ — ​ ​ — ​ ​ — ​ ​ — ​ ​ 1 ​ ​ 1 Net loss ​ — ​ ​ — ​ ​ — ​ ​ ( 3,838 ) ​ ​ — ​ ​ ( 3,838 ) Balances as of March 31, 2022 ​ 22,578,584 ​ $ 22 ​ $ 146,757 ​ $ ( 97,842 ) ​ $ ( 197 ) ​ $ 48,740 ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Series A ​ Series A ‑ 1 ​ Series A ‑ 2 ​ Series B ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Accumulated ​ ​ ​ ​ ​ Convertible ​ Convertible ​ Convertible ​ Convertible ​ ​ ​ ​ ​ ​ ​ Additional ​ ​ ​ ​ Other ​ Total ​ ​ Preferred Stock ​ Preferred Stock ​ Preferred Stock ​ Preferred Stock ​ ​ Common Stock ​ Paid-in ​ Accumulated ​ Comprehensive ​ Stockholders’ ​ Shares Amount Shares Amount Shares Amount Shares Amount Shares Amount Capital Deficit (Loss) Gain Deficit Balances as of December 31, 2020 2,819,027 ​ $ 4,616 3,730,366 ​ $ 5,398 3,565,063 ​ $ 5,809 30,409,890 ​ $ 39,547 ​ 538,793 ​ $ 1 ​ $ 222 ​ $ ( 68,220 ) ​ $ ( 187 ) ​ $ ( 68,184 ) Exercise of stock options — ​ ​ — ​ — ​ ​ — ​ — ​ ​ — ​ — ​ ​ — ​ ​ 20,787 ​ ​ — ​ ​ 14 ​ ​ — ​ ​ — ​ ​ 14 Equity-based compensation ​ — ​ ​ — ​ — ​ ​ — ​ — ​ ​ — ​ — ​ ​ — ​ ​ — ​ ​ — ​ ​ 98 ​ ​ — ​ ​ — ​ ​ 98 Other comprehensive loss — ​ ​ — ​ — ​ ​ — ​ — ​ ​ — ​ — ​ ​ — ​ ​ — ​ ​ — ​ ​ — ​ ​ — ​ ​ ( 5 ) ​ ​ ( 5 ) Net income ​ — ​ ​ — ​ — ​ ​ — ​ — ​ ​ — ​ — ​ ​ — ​ ​ — ​ ​ — ​ ​ — ​ ​ 223 ​ ​ — ​ ​ 223 Balances as of March 31, 2021 ​ 2,819,027 ​ $ 4,616 ​ 3,730,366 ​ $ 5,398 ​ 3,565,063 ​ $ 5,809 ​ 30,409,890 ​ $ 39,547 ​ ​ 559,580 ​ $ 1 ​ $ 334 ​ $ ( 67,997 ) ​ $ ( 192 ) ​ $ ( 67,854 ) ​ The accompanying notes are an integral part of these consolidated financial statements. ​ ​ 7 Table of Contents COGNITION THERAPEUTICS, INC. AND SUBSIDIARY CONSOLIDATED STATEMENTS OF CASH FLOWS (unaudited) (in thousands) ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Three Months Ended March 31, ​ ​ 2022 2021 ​ Cash flows from operating activities: ​ ​ ​ Net (loss) income ​ $ ( 3,838 ) ​ $ 223 ​ Adjustments to reconcile net (loss) income to net cash used in operating activities: ​ ​ ​ Depreciation and amortization ​ 18 ​ 23 ​ Equity-based compensation ​ 1,001 ​ 98 ​ Amortization of right-of-use assets ​ ​ 38 ​ ​ — ​ Amortization of debt issuance costs ​ — ​ 22 ​ Amortization of debt discount ​ — ​ 260 ​ Change in the fair value of the derivative liability ​ — ​ ( 1,063 ) ​ Gain on debt extinguishment ​ — ​ ( 443 ) ​ Changes in operating assets and liabilities: ​ ​ ​ ​ ​ Grant receivables ​ ( 995 ) ​ ( 1,111 ) ​ Prepaid expenses and other current assets ​ ( 132 ) ​ 305 ​ Other receivables ​ 467 ​ ( 63 ) ​ Other assets ​ ​ ( 1,417 ) ​ ​ — ​ Accounts payable ​ ( 171 ) ​ 953 ​ Accrued expenses ​ ( 368 ) ​ 277 ​ Other current liabilities ​ ​ 1 ​ ​ ( 253 ) ​ Deferred grant income, current ​ ​ 563 ​ ​ — ​ Other noncurrent liabilities ​ ​ 1,865 ​ ​ — ​ Operating lease liabilities ​ ( 20 ) ​ — ​ Net cash used in operating activities ​ ( 2,988 ) ​ ( 772 ) ​ Cash flows from investing activities: ​ ​ ​ ​ Payments for property and equipment ​ ( 134 ) ​ ​ — ​ Net cash used in investing activities ​ ( 134 ) ​ — ​ Cash flows from financing activities: ​ ​ ​ Proceeds from the exercise of common stock options ​ 303 ​ ​ 14 ​ Payments on loan payable ​ ​ ( 394 ) ​ ​ — ​ Proceeds from issuance of Simple Agreements for Future Equity ​ — ​ ​ 8,942 ​ Net cash (used in) provided by financing activities ​ ( 91 ) ​ 8,956 ​ Effect of exchange rate changes on cash and cash equivalents ​ 1 ​ ​ — ​ Net (decrease) increase in cash and cash equivalents ​ ( 3,212 ) ​ 8,184 ​ Cash and cash equivalents ​ ​ ​ ​ ​ ​ ​ Cash and cash equivalents – beginning of period ​ 54,721 ​ 5,189 ​ Cash and cash equivalents – end of period ​ $ 51,509 ​ $ 13,373 ​ Supplemental disclosures of non-cash financing activities: ​ ​ ​ Accrued issuance costs related to Simple Agreements for Future Equity ​ $ — ​ $ 31 ​ Deferred offering costs included in accounts payable and accrued expenses ​ $ — ​ $ 372 ​ ​ The accompanying notes are an integral part of these consolidated financial statements. ​ 8 Table of Contents Cognition Therapeutics, Inc. and Subsidiary Notes to Consolidated Financial Statements (unaudited) (in thousands, except share and per share amounts) 1. Description of Business and Financial Condition Cognition Therapeutics, Inc. (the “Company”) was incorporated as a Delaware corporation on August 21, 2007. The Company is a biopharmaceutical company developing disease modifying therapies for central nervous system (“CNS”) disorders. The Company’s pipeline candidates were discovered using proprietary biology and chemistry platforms designed to identify novel drug targets and disease-modifying therapies that address dysregulated pathways specifically associated with neurodegenerative diseases. The Company was founded on the unique combination of biological expertise around these targets, including proprietary assays that emphasize functional responses, and proprietary medicinal chemistry intended to produce novel, high-quality small-molecule drug candidates. On July 14, 2015, the Company formed Cognition Therapeutics PTY LTD, as its wholly owned subsidiary (the “Subsidiary”), primarily for the purpose of conducting research and development efforts at facilities located in Australia. Assets and liabilities of the Subsidiary, which uses the Australian dollar as its local functional currency, are translated to United States (U.S.) dollars at year-end exchange rates. Income statement accounts are translated using the average exchange rates prevailing during the month in which income and expenses are generated. Translation adjustments are recorded to accumulated other comprehensive income (loss) (“AOCI”) within stockholders’ equity (deficit). Gains and losses from foreign currency transactions are included in net loss as a part of other income, net. On October 13, 2021, the Company closed its initial public offering (“IPO”) of 3,768,116 shares of the Company’s common stock at a public offering price of $ 12.00 per share. The gross proceeds from the IPO, excluding the over-allotment exercise, were $ 45,217 and the net proceeds were approximately $ 37,909 , after deducting underwriting discounts and commissions and other offering related expenses payable by the Company. Upon completion of the IPO, all of the Company’s then outstanding preferred stock was automatically converted into an aggregate of 15,906,537 shares of common stock and an aggregate amount of $ 8,942 of simple agreements for future equity (“SAFEs”) was automatically converted into an aggregate of 931,485 shares of common stock. On November 10, 2021, the representative of the underwriters for the IPO provided notice to the Company that it had elected to exercise its over-allotment option in full to purchase 565,217 shares of the Company’s common stock. The representative’s exercise of the over-allotment option closed on November 12, 2021, resulting in gross proceeds of $ 6,783 and net proceeds to the Company of approximately $ 6,308 , after deducting underwriting discounts and commissions and other offering related expenses. The Company held cash and cash equivalents of $ 51,509 at March 31, 2022. The Company expects that its cash and cash equivalents, including the net proceeds from its IPO, will enable it to fund its operating expenses and capital expenditure requirements through at least the one year period subsequent to the filing date of this Form 10-Q. However, additional funding will be necessary beyond this point to fund future preclinical and clinical activities. The Company expects to finance its future cash needs through a combination of grant awards, equity or debt financings, collaboration agreements, strategic alliances and licensing arrangements. 2. Summary of Significant Accounting Policies Basis of Presentation The accompanying consolidated financial statements as of March 31, 2022, and for the three months ended March 31, 2022 and 2021, have been prepared in accordance with the rules and regulations of the Securities Exchange and Commission (“SEC”) and generally accepted accounting principles in the United States of America (“U.S. GAAP”) for interim financial information, the instructions to Form 10-Q and Article 10 of Regulation S-X. Accordingly, they do not include all of the information and footnotes required by U.S. GAAP for complete financial statements. In the opinion of 9 Table of Contents the Company’s management, the accompanying unaudited interim consolidated financial statements contain all adjustments that are necessary to present fairly the Company’s financial position as of March 31, 2022, the statements of operations and comprehensive loss and convertible preferred stock and stockholders’ equity (deficit), and cash flows for the three months ended March 31, 2022 and 2021. Such adjustments are of a normal and recurring nature. The results for the three months ended March 31, 2022 are not necessarily indicative of the results for the year ending December 31, 2022, or for any future period. These interim financial statements should be read in conjunction with the audited financial statements as of and for the year ended December 31, 2021, and the notes thereto, which are included on Form 10-K filed with the SEC on March 30, 2022. Use of Estimates The preparation of consolidated 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 the disclosures of contingent assets and liabilities at the date of the consolidated financial statements and the reported amounts of other income and expenses during the reporting period. Actual results could differ from those estimates. Cash and Cash Equivalents Cash and cash equivalents consist primarily of interest-bearing deposits at various financial institutions. The Company considers all highly liquid investments with an original maturity of three months or less when purchased to be cash equivalents. Receivables Grant Receivables Grant receivables relate to outstanding amounts due for reimbursable expenditures of awarded grants issued by the National Institute of Health and are carried at their estimated collectible amounts. The Company expects all receivables to be collectible, and accordingly, there is no allowance for doubtful accounts required on these grant receivables. Property and Equipment Property and equipment is recorded at cost, less accumulated depreciation. Depreciation is computed on the straight-line basis over the estimated useful life of the asset. The Company estimates the useful life to be 5 and 6 years for equipment and furniture and fixtures, respectively. The cost of repairs and maintenance is charged to expense as incurred. Property and equipment is evaluated for impairment whenever events or changes in circumstances indicate the carrying value of an asset may not be recoverable from the estimated future cash flows expected to result from its use and eventual disposition. If expected cash flows are less than the carrying value, an impairment loss is recognized equal to an amount by which the carrying value exceeds the fair value of the assets. There were no indicators of impairment of long-lived assets during the three months ended March 31, 2022 or 2021. Convertible Instruments ASC 815, Derivatives and Hedging Activities (“ASC 815”) requires companies to bifurcate certain conversion options and redemption features from their host instruments and account for them as freestanding derivative financial instruments should certain criteria be met. The Company also follows ASC 480-10, Distinguishing Liabilities from Equity (“ASC 480-10”) when evaluating the accounting for its hybrid instruments. A financial instrument that embodies an unconditional obligation, or a financial instrument other than an outstanding share that embodies a conditional obligation, that the issuer must or may settle by issuing a variable number of its equity shares shall be classified as a liability (or an asset in some circumstances) if, at inception, the monetary value of the obligation is based solely or predominantly on any one of the 10 Table of Contents following: (a) a fixed monetary amount known at inception; (b) variations in something other than the fair value of the issuer’s equity shares; or (c) variations inversely related to changes in the fair value of the issuer’s equity shares. Hybrid instruments meeting these criteria are not further evaluated for any embedded derivatives and are carried as a liability at fair value at each balance sheet date. Grant income For the three months ended March 31, 2022 and 2021, the Company generated grant income of $ 5,904 and $ 4,692 , respectively, primarily from reimbursements from the National Institute of Aging (“NIA”), a division of the National Institutes of Health, or NIH, for aging research. The Company records grant income in other income (expense) in the period in which the reimbursable research and development services are incurred and the right to payment is realized. The grants awarded relate to agreed upon direct and indirect costs for specific studies or clinical trials, which may include personnel and consulting costs, costs paid to contract research organizations (“CROs”), research institutions and/or consortiums involved in the grant, as well as facilities and administrative costs. These grants are cost plus fixed fee arrangements in which the Company is reimbursed for its eligible direct and indirect costs over time, up to the maximum amount of each specific grant award. Only costs that are allowable under the grant award, certain government regulations and the NIH’s supplemental policy and procedure manual may be claimed for reimbursement, and the reimbursements are subject to routine audits from governmental agencies from time to time. Deferred grant income represents grant proceeds received by the Company prior to the period in which the reimbursable research and development services are incurred. As of March 31, 2022, the Company has been awarded grants with project periods that extend through May 31, 2025, subject to extension. Research and Development Costs The Company is involved in research and development aimed at the development of treatments for a variety of diseases related to the central nervous system, with a primary focus on Alzheimer’s Disease. Research and development costs are expensed as incurred. Research and development expenses consist principally of personnel costs, including salaries, stock-based compensation, and benefits for employees, third-party license fees and other operational costs related to our research and development activities, including allocated facility-related expenses and external costs of outside vendors, and other direct and indirect costs. Non-refundable research and development costs are deferred and expensed as the related goods are delivered or services are performed. Costs for external development activities are recognized based on an evaluation of the progress to completion of specific tasks. Costs for certain research and development activities are recognized based on the pattern of performance of the individual arrangements, which may differ from the pattern of billings incurred, and are reflected in the consolidated financial statements as prepaid expenses or as accrued research and development expenses. Leases The Company adopted Accounting Standards Update (ASU) No. 2016-02, Leases (Topic 842) using the optional transition method of the modified retrospective approach, as of January 1, 2022. Accordingly, prior periods will not be restated to reflect the adoption of the standard. The Company elected the practical expedient to not apply the recognition requirements in the leasing standards to short-term leases (a lease that at commencement date has a lease term of 12 months or less and does not contain a purchase option that it is reasonably certain to exercise) and the practical expedient that permits lessees to make an accounting policy election (by class of underlying asset) to not separate lease components of a contract from non-lease components. The Company determines if an arrangement is a lease at contract inception. The Company’s contracts are determined to contain a lease when all of the following criteria based on the specific circumstances of the arrangement are met: (1) there is an identified asset for which there are no substantive substitution rights; (2) the Company has the right to obtain substantially all of the economic benefits from the identified asset; and (3) the Company has the right to direct the use of the identified asset. At the commencement date, operating lease liabilities and their corresponding right-of-use assets are recorded based on the present value of future lease payments over the expected lease term. The Company’s lease agreements do not 11 Table of Contents provide an implicit rate. As a result, the Company utilizes an estimated incremental borrowing rate, or IBR, to discount lease payments, which is based on the rate of interest the Company would have to pay to borrow a similar amount on a collateralized basis over a similar term. Certain adjustments to the right-of-use asset may be required for items such as initial direct costs paid or lease incentives received. Operating lease cost is recognized over the expected term on a straight-line basis. Variable lease cost is recognized as incurred. The expected lease term for those leases commencing prior to January 1, 2022 did not change with the adoption of the new leasing standards. As a result of the adoption of the new leasing standard, on January 1, 2022, the Company recorded a right-of-use asset of $ 616 and operating lease liabilities of $ 616 . The adoption did not have a material impact on the condensed consolidated statement of operations or cash flows. For additional information on the adoption of the new leasing standard, refer to Note 6. The Company will continue to report financial information for fiscal years ended before December 31, 2021 under ASC 840. Impact of Adoption of ASC 842 on the Consolidated Financial Statements ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Prior to adoption ​ Adjustment for adoption ​ ​ ​ of new leasing ​ of new leasing ​ ​ ​ standards ​ standards ​ As adjusted Right-of-use assets (1) $ — ​ $ 616 ​ $ 616 Deferred rent (2) $ 6 ​ $ ( 6 ) ​ $ — Operating lease liabilities (3) $ — ​ $ 130 ​ $ 130 Operating lease liabilities, net of current portion (3) $ — ​ $ 486 ​ $ 486 ​ ​ ​ ​ ​ ​ ​ ​ ​ (1) Represents recognition of operating lease right-of-use assets. ​ ​ ​ ​ ​ ​ ​ ​ (2) Represents reclassification of deferred rent to operating lease. ​ ​ ​ ​ ​ ​ ​ ​ (3) Represents recognition of operating lease liabilities. ​ ​ ​ ​ ​ ​ ​ ​ ​ Equity-based Compensation Following the provisions of ASC 718, Compensation — Stock Compensation , the Company recognizes compensation expense for equity-based grants using the straight-line attribution method, in which the expense is recognized ratably over the requisite service period within operating expenses based on the grant date fair value. The Company also has granted awards subject to performance-based vesting. The Company would recognize compensation expense for these awards commencing in the period in which the vesting condition becomes probable of achievement. Grant date fair value is estimated on the date of grant using the Black-Scholes option pricing model. Forfeitures are recognized in the period in which they occur. Black-Scholes requires inputs based on certain subjective assumptions, including (i) the expected stock price volatility, (ii) the expected term of the award, (iii) the risk-free interest rate and (iv) expected dividends. Due to a lack of sufficient public market data for the Company’s common stock and lack of company-specific historical and implied volatility data, the Company has based its computation of expected volatility on the historical volatility of a representative group of public companies with similar characteristics to the Company, including stage of product development and life science industry focus. The historical volatility is calculated based on a period of time commensurate with expected term assumption. The Company uses the simplified method to calculate the expected term for stock options granted to employees whereby the expected term equals the arithmetic average of the vesting term and the original contractual term of the stock options due to its lack of sufficient historical data. The risk-free interest rate is based on U.S. Treasury securities with a maturity date commensurate with the expected term of the associated award. The expected dividend yield is assumed to be zero as the Company has never paid dividends and has no current plans to pay any dividends on its common stock. Prior to the IPO, due to the absence of an active market for the Company’s common stock, the Company utilized methodologies in accordance with the framework of the American Institute of Certified Public Accountants Technical Practice Aid, Valuation of Privately-Held Company Equity Securities Issued as Compensation , to estimate the fair value 12 Table of Contents of its common stock. In determining the exercise prices for stock options granted, the Company has considered the estimated fair value of the common stock as of the measurement date. The estimated fair value of the common stock has been determined at each grant date based upon a variety of factors, including the illiquid nature of the common stock, arm’s-length sales of the Company’s capital stock (including convertible preferred stock), the effect of the rights and preferences of the preferred stockholders and the prospects of a liquidity event. Among other factors are the Company’s financial position and historical financial performance, the status of technological developments within the Company’s research, the composition and ability of the current research and management team, an evaluation or benchmark of the Company’s competition and the current business climate in the marketplace. Significant changes to the key assumptions underlying the factors used could result in different fair values of common stock at each valuation date. Subsequent to the IPO, the board of directors will determine the fair value of the shares of common stock underlying the stock-based awards based off of the closing price as reported on the Nasdaq Stock Market LLC on the grant date. Concentration of Credit Risk The Company’s financial instruments that are exposed to credit risks consist of cash and cash equivalents. The Company maintains its cash and cash equivalents in bank deposit accounts, which, at times, may exceed the federally insured limit. The Company has not experienced any losses in these accounts and does not believe it is exposed to any significant credit risk related to these funds. Fair Value of Financial Instruments The Company applies ASC 820, Fair Value Measurement (“ASC 820”), which establishes a framework for measuring fair value and clarifies the definition of fair value within that framework. ASC 820 defines fair value as an exit price, which is the price that would be received for an asset or paid to transfer a liability in the Company’s principal or most advantageous market in an orderly transaction between market participants on the measurement date. The fair value hierarchy established in ASC 820 generally requires an entity to maximize the use of observable inputs and minimize the use of unobservable inputs when measuring fair value. Observable inputs reflect the assumptions that market participants would use in pricing the asset or liability and are developed based on market data obtained from sources independent of the reporting entity. Unobservable inputs reflect the entity’s own assumptions based on market data and the entity’s judgments about the assumptions that market participants would use in pricing the asset or liability and are to be developed based on the best information available in the circumstances. The carrying value of the Company’s cash and cash equivalents, grants receivable, prepaid expense, other receivables, other current assets, accounts payable, accrued expenses, deferred grant income, and other current liabilities approximate fair value because of the short-term maturity of these financial instruments. In addition, the Company records its derivative liability and SAFEs at fair value. The valuation hierarchy is composed of three levels. The classification within the valuation hierarchy is based on the lowest level of input that is significant to the fair value measurement. The levels within the valuation hierarchy are described below: ● Level 1  — Assets and liabilities with unadjusted, quoted prices listed on active market exchanges. Inputs to the fair value measurement are observable inputs, such as quoted prices in active markets for identical assets or liabilities. ● Level 2  — Inputs to the fair value measurement are determined using prices for recently traded assets and liabilities with similar underlying terms, as well as direct or indirect observable inputs, such as interest rates and yield curves that are observable at commonly quoted intervals. ● Level 3  — Inputs to the fair value measurement are unobservable inputs, such as estimates, assumptions, and valuation techniques when little or no market data exists for the assets or liabilities. 13 Table of Contents Net Loss Per Share Attributable to Common Stockholders Basic net loss attributable to common shares is computed by dividing the net loss attributable to common stockholders by the weighted-average number of shares of common stock outstanding during each period. Diluted net loss attributable to common shares includes the effect, if any, from the potential exercise or conversion of securities, such as convertible preferred stock and stock options, which would result in the issuance of incremental shares of common stock. For diluted net loss attributable to common stockholders, the weighted-average number of shares of common stock is the same for basic net loss attributable to common stockholders, due to the fact that when a net loss exists, dilutive securities are not included in the calculation as the impact is anti-dilutive. The Company’s convertible preferred stock entitles the holder to participate in dividends and earnings of the Company, and, if the Company were to recognize net income, it would have to use the two-class method to calculate earnings per share. The two-class method is not applicable during periods with a net loss, as the holders of the convertible preferred stock have no obligation to fund losses. Segments The Company has determined that it operates and manages one operating segment, which is the business of developing and commercializing therapeutics. The Company’s chief operating decision maker, its chief executive officer, reviews financial information on an aggregate basis for the purpose of allocating resources. Emerging Growth Company Status The Company is an emerging growth company, as defined in the Jumpstart Our Business Startups Act of 2012 (the “JOBS Act”). Under the JOBS Act, emerging growth companies can delay adopting new or revised accounting standards issued subsequent to the enactment of the JOBS Act until such time as those standards apply to private companies. The Company has elected to use this extended transition period for complying with new or revised accounting standards that have different effective dates for public and private companies until the earlier of the date that it is (a) no longer an emerging growth company or (b) affirmatively and irrevocably opt out of the extended transition period provided in the JOBS Act. As a result, these financial statements may not be comparable to companies that comply with the new or revised accounting pronouncements as of public company effective dates. Recent Accounting Pronouncements In February 2016, the FASB issued Accounting Standards Update (ASU) No. 2016-02, Leases (Topic 842). ASU No. 2016-02 requires lessees to recognize the assets and liabilities that arise from leases on the balance sheet. A lessee should recognize in the statement of financial position a liability to make lease payments (the lease liability) and a right-of-use asset representing its right to use the underlying asset for the lease term. The Company adopted ASU 2016-02 on January 1, 2022. For additional information on the adoption of the new leasing standards, please refer to section titled “Leases” above, and Note 6. 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. This 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. ASU 2021-04 is effective for fiscal years beginning after December 15, 2021, with early adoption permitted for all entities. The Company adopted ASU 2021-04 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 November 2021, the FASB issued ASU 2021-10, Government Assistance (Topic 832) : Disclosures by Business Entities about Government Assistance. This ASU increases the transparency of government assistance including the disclosure of (1) the types of assistance, (2) an entity’s accounting for the assistance, and (3) the effect of the assistance on an entity’s financial statements. The disclosure requirements can be applied either retrospectively or prospectively to 14 Table of Contents all transactions in the scope of the amendments that are reflected in the financial statements at the date of initial application and new transactions entered into after the date of initial application. The Company adopted ASU 2021-10 prospectively as of the reporting period beginning January 1, 2022. The adoption of this update and the additional annual disclosure requirements are not expected to have a material effect on the Company’s financial statements. Reverse Stock Split In July 2021, the Company's board of directors approved an amendment to the Company's second amended and restated certificate of incorporation to effect a 1 -for-3.2345 reverse stock split of the Company's common stock, which was effected on October 1, 2021 with a filing made with the Secretary of State of the State of Delaware. Stockholders entitled to fractional shares as a result of the reverse stock split received a cash payment in lieu of receiving fractional shares. The par value of the common stock was not adjusted as a result of the reverse stock split. Shares of common stock underlying outstanding stock options and other equity instruments were proportionately reduced and the respective exercise prices, if applicable, were proportionately increased in accordance with the terms of the appropriate securities agreements. Shares of common stock reserved for issuance upon the conversion of our convertible preferred stock were proportionately reduced and the respective conversion prices were proportionately increased. All shares of common stock and per share data have been retrospectively revised to reflect the reverse stock split. Income taxes In accordance with ASC 270, Interim Reporting , and ASC 740, Income Taxes , the Company is required at the end of each interim period to determine the best estimate of its annual effective tax rate, apply that rate in providing for income taxes on a current year-to-date (interim period) basis, and including the tax impact for discrete items within the interim period. For the three months ended March 31, 2022, the Company recorded income tax expense of $ 125 related to a certain state, and there was no income tax expense or benefit recorded during the three months ended March 31, 2021. The Company maintains a full valuation allowance against all deferred tax assets as of March 31, 2022 and December 31, 2021, as management has determined that it is not more likely than not that the Company will realize these future tax benefits. As of March 31, 2022 and December 31, 2021, the Company had no uncertain tax positions. ​ 3. Financial Instruments and Fair Value Measurements Financial assets and liabilities measured at fair value are summarized below: ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ As of March 31, 2022 ​ ​ ​ ​ ​ ​ ​ ​ Significant ​ ​ ​ ​ ​ Quoted Priced in ​ Significant Other ​ Unobservable ​ ​ ​ ​ ​ Active Markets ​ Observable Inputs ​ Inputs ​ ​ ​ ​ (Level 1) (Level 2) (Level 3) Total Assets: ​ ​ ​ ​ Money market funds ​ $ 46,688 ​ $ — ​ $ — ​ $ 46,688 Total assets ​ $ 46,688 ​ $ — ​ $ — ​ $ 46,688 ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ As of December 31, 2021 ​ ​ ​ ​ ​ ​ ​ ​ Significant ​ ​ ​ ​ ​ Quoted Priced in ​ Significant Other ​ Unobservable ​ ​ ​ ​ ​ Active Markets ​ Observable Inputs ​ Inputs ​ ​ ​ ​ (Level 1) (Level 2) (Level 3) Total Assets: ​ ​ ​ ​ Money market funds ​ $ 46,687 ​ $ — ​ $ — ​ $ 46,687 Total assets ​ $ 46,687 ​ $ — ​ $ — ​ $ 46,687 ​ The following table sets forth a summary of the changes in fair value of the Level 3 liabilities for the three months ended March 31, 2021: 15 Table of Contents ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Three Months Ended March 31, 2021 ​ ​ ​ ​ Derivative ​ ​ SAFE Liability Total Balance at December 31, 2020 ​ $ — ​ $ 2,209 ​ $ 2,209 Fair value recognized upon the issuance of SAFE ​ 8,942 ​ — ​ 8,942 Change in the fair value of the derivative liability ​ — ​ ( 1,063 ) ​ ( 1,063 ) Balance at March 31, 2021 ​ $ 8,942 ​ $ 1,146 ​ $ 10,088 ​ Derivative Liability — The Company recognizes derivative liabilities as a result of the issuance of the convertible notes that contain conversion and redemption features that are required to be bifurcated. The fair value measurement of the derivative liability is classified as Level 3 under the fair value hierarchy as it has been valued using certain unobservable inputs. These inputs include: (1) probability of occurrence of future events (such as a qualified financing or a sale), and (2) discount rate for implied return required by investor. Significant increases or decreases in any of those inputs in isolation could result in a significantly lower or higher fair value measurement. The fair value of the derivative liability was determined by calculating the fair value of the notes with the conversion and redemption features as compared to the fair value of the notes without such features, with the difference representing the value of the conversion and redemption features, or the derivative liability. The conversion and redemption features are measured at fair value as of each reporting date and the change in the fair value for the period is recorded in the consolidated statements of operations as a change in the fair value of the derivative liability. The fair value of the derivative liability is based on Level 3 unobservable inputs. Changes in fair value are recognized as a gain or loss within other income (expense) on the consolidated statements of operations and comprehensive loss. The derivative liability expired unexercised upon the conversion of the convertible notes into Series B-1 Convertible Preferred Stock in May of 2021. Simple Agreements for Future Equity — On March 25, 2021, the Company entered into SAFEs with existing investors, pursuant to which the Company received gross proceeds in an aggregate amount equal to $ 8,942 . The fair value of the SAFE liability is estimated using a fair value model that includes inputs such as: (1) probability of occurrence of future events (such as a change of control or public offering), and (2) discount rate for implied return required by investor. The fair value of the SAFEs was determined using a probability weighted expected return method (PWERM), in which the probability and timing of potential future events is considered in order to estimate the fair value of the SAFEs as of each valuation date. Management determined the fair value of the SAFEs using the following significant unobservable inputs: ​ ​ ​ ​ ​ ​ March 25, ​ ​ 2021 ​ (Issuance) Expected term (in years) 0.35 Discount upon conversion 20.0 % Discount upon implied return 18.9 % Probability of initial public offering occurrence 45.0 % Probability of dissolution event occurrence ​ 15.0 % Probability of equity financing occurrence ​ 37.0 % Probability of change of control occurrence ​ 3.0 % ​ There was no change in fair value of the SAFEs from the March 25, 2021 issuance date until March 31, 2021. In addition, the Company recorded the Series B-1 convertible preferred stock within mezzanine equity at fair value on the date of issuance, May 1, 2021. This non-recurring fair value measure was based on level 3 unobservable inputs. 16 Table of Contents 4. Accrued Expenses Accrued expense consists of the following as of: ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ As of ​ ​ ​ March 31, ​ December 31, ​ ​ 2022 2021 ​ Employee compensation, benefits, and related accruals ​ $ 1,146 ​ $ 1,285 ​ Research and development costs ​ — ​ 250 ​ Income taxes payable ​ ​ 125 ​ ​ — ​ Professional fees ​ 110 ​ 216 ​ Other accrued ​ 2 ​ — ​ Total ​ $ 1,383 ​ $ 1,751 ​ ​ ​ ​ 5. Other Current Liabilities In October 2021, the Company entered into an insurance premium financing agreement with a lender. Under the agreement, the Company financed $ 1,453 of certain premiums at a 3.25 % annual interest rate. Payments of approximately $ 134 are due monthly from October 2021 through September 2022. As of March 31, 2022 and December 31, 2021, respectively, the outstanding principal of the loan was $ 799 and $ 1,191 and is included in other current liabilities on the consolidated balance sheet. 6. Commitments and Contingencies Operating Leases The Company’s corporate headquarters is located in Purchase, New York where we currently occupy 2,864 square feet of office space under a lease that expires in May, 2029. The Company also leases approximately 6,068 square feet of laboratory and office space located in Pittsburgh, Pennsylvania under leases that expire in June, 2023. Amounts reported in the consolidated balance sheets for leases where the Company is the lessee as of March 31, 2022 were as follows, in thousands: ​ ​ ​ ​ As of March 31, ​ 2022 Assets ​ ​ Operating lease assets $ 578 Total operating lease assets $ 578 Liabilities ​ ​ Current ​ ​ Operating lease liabilities $ 150 Noncurrent ​ ​ Operating lease liabilities, net of current ​ 446 Total operating lease liabilities $ 596 ​ The following table summarizes operating lease costs for the three months ended March 31, 2022: ​ ​ ​ ​ Three Months Ended ​ March 31, 2022 Operating lease costs $ 50 Variable lease costs ​ — Total lease costs $ 50 17 Table of Contents ​ Rent expense for the three months ended March 31, 2021 was $ 34 . The maturities of the operating lease liabilities and minimum lease payments as of March 31, 2022 were as follows: ​ ​ ​ ​ ​ For the Years Ended December 31, Operating Leases 2022 (remaining) ​ $ 140 2023 ​ 140 2024 ​ 82 2025 ​ ​ 84 Thereafter ​ ​ 298 Total undiscounted lease payments ​ $ 744 Less: Imputed interest ​ ​ ( 148 ) Present value of operating lease liabilities ​ $ 596 ​ The following table summarizes the lease term and discount rate as of March 31, 2022: ​ ​ ​ ​ ​ ​ ​ ​ ​ As of March 31, ​ ​ ​ ​ 2022 Weighted-average remaining lease term (years) ​ ​ ​ ​ ​ Operating leases ​ ​ 5.8 Weighted-average discount rate ​ ​ ​ ​ ​ Operating leases ​ ​ 8.0 % ​ The following table summarizes cash paid for amounts included in the measurement of the Company’s operating lease liabilities for the three months ended March 31, 2022: ​ ​ ​ ​ Amounts Three Months Ended March 31, 2022 (in thousands) Operating cash flows used for operating leases $ 32 ​ Litigation and Contingencies From time to time, the Company may be involved in disputes or regulatory inquiries that arise in the ordinary course of business. When the Company determines that a loss is both probable and reasonably estimable, a liability is recorded and disclosed if the amount is material to the financial statements taken as a whole. When a material loss contingency is only reasonably possible, the Company does not record a liability but instead discloses the nature and the amount of the claim and an estimate of the loss or range of loss, if such an estimate can reasonably be made. As of March 31, 2022 and December 31, 2021, there was no litigation or contingency with at least a reasonable possibility of a material loss. ​ ​ ​ 7. Equity-based Compensation 2021 Equity Incentive Plan On October 7, 2021, the date upon which the Registration Statement on Form S-1 in connection with the IPO was declared effective, the 2021 Equity Incentive Plan (the “2021 Plan”) became effective. On the same date, the Company ceased granting awards under its 2017 Equity Incentive Plan (the “2017 Plan”). The 2021 Plan authorizes the award of 18 Table of Contents both equity-based and cash-based incentive awards, including: (i) stock options (both incentive stock options and nonqualified stock options), (ii) stock appreciation rights, (iii) restricted stock awards, (iv) restricted stock units, or RSUs, and (v) cash or other stock-based awards. Incentive stock options may be granted only to employees. All other types of awards may be issued to employees, directors, consultants, and other service providers. As of March 31, 2022, the aggregate number of shares of common stock of the Company that may be issued under the Plan is 3,625,897 . The number of shares reserved for issuance under the 2021 Plan increased automatically on January 1, 2022 pursuant to an evergreen provision therein by 1,111,502 shares, representing 5 % of total common shares outstanding at December 31, 2021. The aggregate number of shares will increase each anniversary of such date prior to the termination of the 2021 Plan, equal to the lesser of (i) 5 % of our shares of common stock issued and outstanding on the last day of the immediately preceding fiscal year and (ii) such smaller number of shares as determined by the Company’s board of directors or the compensation committee. No more than 7,543,185 shares of common stock may be issued under the 2021 Plan through incentive stock options. Shares subject to the 2017 Plan or the 2007 Equity Incentive Plan (the “2007 Plan” and collectively with the 2017 Plan, the “Prior Plans”) that expire, terminate or are cancelled or forfeited for any reason after the effectiveness of the 2021 Plan will be added (or added back) to the shares available for issuance under the 2021 Plan. The total number of shares underlying the Prior Plan awards that may be recycled into the 2021 Plan will not exceed 4,334,131 shares. 2017 Equity Incentive Plan On September 15, 2017, the Company’s board of directors approved the 2017 Plan, which provides for the granting of incentive stock options, non-qualified stock options and stock awards to employees, certain consultants and directors. The Board, or its designated committee, has the sole authority to select the individuals to whom awards are granted and determine the terms of each award, including the number of shares and the schedule upon which the award becomes exercisable. Upon the effectiveness of the 2021 Plan, no further awards will be granted under the 2017 Plan. The aggregate number of shares of common stock of the Company that may be issued under the 2017 Plan is 4,334,131 (taking into account shares of common stock that may become issuable pursuant to Section 3(b) of the 2017 Plan in respect of shares of common stock reserved under the Company’s Amended and Restated 2007 Equity Incentive Plan). The 2021 Plan allows for a provision for shares granted under the Prior Plans which are cancelled, forfeited, exchanged or surrendered without having been exercised to subsequently be available for reissuance under the 2021 Plan. Employee Stock Purchase Plan The Company’s board of directors approved the Employee Stock Purchase Plan (the “ESPP”) prior to the closing of the IPO. Under the ESPP, the Company may provide employees and employees of the Subsidiary with an opportunity to purchase shares of the Company’s common stock at a discounted purchase price. As of March 31, 2022, subject to adjustment as provided in the ESPP, a total of 209,532 shares of common stock are authorized and reserved for issuance under the ESPP. Subject to prior approval by the board of directors in each instance, on or about January 1, 2022 and each anniversary of such date thereafter prior to the termination of the ESPP, the number of shares of common stock authorized and reserved for issuance under the ESPP will be increased by a number of shares of common stock equal to the least of (i) 1,000,000 shares of the Company’s common stock, (ii) 1 % of the shares of common stock outstanding on the final day of the immediately preceding calendar year, and (iii) such smaller number of shares of common stock as determined by the Company’s board of directors. Such shares of common stock may be newly issued shares, treasury shares or shares acquired on the open market. In the event that any dividend or other distribution (whether in the form of cash, our common stock, or other property), recapitalization, stock split, reverse stock split, reorganization, merger, consolidation, split-up, spin-off, or exchange of common stock or other securities, or other change in the structure affecting common stock occurs, then in order to prevent dilution or enlargement of the benefits or potential benefits intended to be made available under the ESPP, the compensation committee will, in such manner as it deems equitable, adjust the number of shares and class of common stock that may be delivered under the ESPP, the purchase price per 19 Table of Contents share and the number of shares covered by each outstanding option under the ESPP, and the numerical limits described above. Equity-based Compensation The fair value of options granted was estimated on the date of grant using the Black-Scholes option pricing model with the following assumptions: ​ ​ ​ ​ ​ ​ ​ ​ Three Months Ended March 31, ​ 2022 2021 Fair value of common stock ​ $ 3.05 ​ $ 1.75 Expected volatility ​ 91.29 % ​ 101.38% –  101.83 % Risk-free interest rate ​ 2.36 % ​ 0.67 % –  0.84 % Dividend yield ​ 0.00 % ​ 0.00 % Expected term (years) ​ 6.08 ​ 6.07  –  6.22 ​ Expected Term  — The expected term represents the period that the stock-based awards are expected to be outstanding. As the Company does not have sufficient historical experience for determining the expected term of the stock option awards granted, expected term has been calculated using the simplified method. Risk-Free Interest Rate  — The risk-free interest rate is based on the U.S. Treasury yield curve in effect at the date of grant for zero-coupon U.S. Treasury constant maturity notes with terms approximately equal to the stock-based awards’ expected term. Expected Volatility  — Up until October 13, 2021, the Company was privately held and did not have a trading history of common stock. As such, the expected volatility was derived from the average historical stock volatilities of the common stock of several public companies within the industry that the Company considers to be comparable to our business over a period equivalent to the expected term of the stock-based awards. The Company will continue to derive expected volatility from average historical stock volatilities of industry peers until the Company has compiled a trading history of its own for a sufficient period of time. Dividend Yield  — The expected dividend yield is zero as the Company has not paid and does not anticipate paying any dividends in the foreseeable future. Fair Value of Common Stock  — Prior to the IPO, the fair value of the shares of common stock underlying the stock-based awards had historically been determined by the board of directors with input from management. Because there was no public market for the common stock, the board of directors had determined the fair value of the common stock at the time of grant of the stock-based award by considering a number of objective and subjective factors, including having contemporaneous valuations of the common stock performed by a third-party valuation specialist. Subsequent to the IPO, the board of directors will determine the fair value of the shares of common stock underlying the stock-based awards based off of the closing price as reported on the Nasdaq Stock Market LLC on the grant date. 20 Table of Contents Activity for options was as follows: ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Options Outstanding ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Weighted ​ ​ ​ ​ Weighted- ​ Aggregate ​ Average ​ ​ ​ ​ Average ​ Intrinsic ​ Remaining ​ ​ Number of ​ Exercise ​ Value ​ Contractual Life ​ Options Price (in 000’s) (In Years) Balance, December 31, 2021 5,640,438 ​ $ 4.19 $ 12,002 8.0 Options granted 212,450 ​ $ 3.05 ​ ​ ​ Options exercised ( 348,552 ) ​ $ 0.87 ​ ​ ​ Options forfeited ( 396,362 ) ​ $ 11.75 ​ ​ ​ Options expired — ​ $ — ​ ​ ​ Balance, March 31, 2022 5,107,974 ​ $ 4.28 ​ $ 5,953 8.0 Exercisable as of March 31, 2022 3,044,481 ​ $ 2.17 ​ $ 4,845 6.9 Vested and expected to vest as of March 31, 2022 5,107,974 ​ $ 4.28 ​ $ 5,953 8.0 ​ The weighted-average grant date fair value of stock options granted was $ 2.31 and $ 1.39 during the three months ended March 31, 2022 and 2021, respectively. There were 212,450 stock options granted at an aggregate fair value of $ 491 for the three months ended March 31, 2022 and 55,639 stock options granted at an aggregate fair value of $ 77 for the three months ended March 31, 2021. During the three months ended March 31, 2022 and 2021, there were 348,552 and 20,787 stock options exercised, respectively, with an aggregate grant date fair value of $ 209 and $ 11 , respectively. The intrinsic value of stock options exercised during the three months ended March 31, 2022 was $ 1,084 and was $ 22 for the three months ended March 31, 2021. The Company recorded total equity-based compensation expense in the statement of operations and comprehensive loss related to incentive stock options and nonstatutory stock options as follows: ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Three Months Ended March 31, ​ 2022 2021 Research and development ​ $ 234 ​ $ 21 General and administrative ​ 767 ​ 77 Total equity-based compensation ​ $ 1,001 ​ $ 98 ​ As of March 31, 2022, total future compensation expense related to unvested awards yet to be recognized by the Company was $ 9,621 , which is expected to be recognized over a weighted-average remaining vesting period of approximately 3.1 years. ​ 8. Net Loss per Share The following outstanding potentially dilutive common stock equivalents have been excluded from the calculation of diluted net loss per share attributable to common stockholders for the periods presented due to their antidilutive effect: ​ ​ ​ ​ ​ ​ ​ ​ March 31, ​ 2022 2021 Options issued and outstanding 5,107,974 4,456,375 Convertible preferred stock (as converted) — 12,528,612 Warrants for common stock — 201,131 Total 5,107,974 17,186,118 ​ ​ ​ ​ ​ ​ 21 Table of Contents