Immuneering Corp 10-Q

Item 1. Financial Statements ​ IMMUNEERING CORPORATION ​ CONDENSED CONSOLIDATED BALANCE SHEETS (Unaudited) ​ ​ ​ ​ ​ ​ ​ ​ June 30, 2022 December 31, 2021 ​ ​ ​ ​ ​ ​ ​ Assets ​ ​ Current assets: ​ ​ Cash and cash equivalents ​ $ 87,937,479 ​ $ 74,888,145 Marketable securities, current ​ ​ 40,163,875 ​ ​ 74,311,203 Accounts receivable ​ 178,425 ​ 246,040 Prepaids and other current assets ​ 890,409 ​ 2,888,608 Total current assets ​ 129,170,188 ​ 152,333,996 ​ ​ ​ ​ ​ ​ ​ Marketable securities, non-current ​ ​ — ​ ​ 996,560 Property and equipment, net ​ 985,007 ​ 807,223 Goodwill ​ 6,690,431 ​ ​ 6,701,726 Intangible asset ​ 423,580 ​ ​ 439,000 Right-of-use assets, net ​ ​ 4,691,157 ​ 5,324,198 Other assets ​ ​ 89,579 ​ 102,129 Total assets ​ $ 142,049,942 ​ $ 166,704,832 ​ ​ ​ ​ ​ ​ ​ Liabilities and Stockholders' Equity ​ ​ Current liabilities: ​ ​ Accounts payable ​ $ 1,240,241 ​ $ 1,394,340 Accrued expenses ​ 2,226,687 ​ 3,965,447 Other liabilities, current ​ ​ 47,213 ​ ​ — Lease liabilities, current ​ 286,374 ​ 274,039 Total current liabilities ​ 3,800,515 ​ 5,633,826 ​ ​ ​ ​ ​ ​ ​ Long-term liabilities: ​ ​ Other liabilities, non-current ​ ​ 9,898 ​ ​ — Lease liabilities, non-current ​ 4,644,683 ​ 5,090,897 Total liabilities ​ 8,455,096 ​ 10,724,723 Commitments and contingencies (Note 12) ​ ​ Stockholders’ equity: ​ ​ Preferred stock, $ 0.001 par value; 10,000,000 shares authorized at June 30, 2022 and December 31, 2021; 0 shares issued or outstanding at June 30, 2022 and December 31, 2021 ​ ​ — ​ — Class A common stock, $ 0.001 par value, 200,000,000 shares authorized at June 30, 2022 and December 31, 2021; 26,392,299 and 26,320,199 shares issued and outstanding at June 30, 2022 and December 31, 2021, respectively ​ 26,392 ​ 26,320 Class B common stock, $ 0.001 par value, 20,000,000 shares authorized at June 30, 2022 and December 31, 2021; 0 shares issued and outstanding at June 30, 2022 and December 31, 2021 ​ — ​ — Additional paid-in capital ​ 217,447,080 ​ 215,276,186 Accumulated other comprehensive loss ​ ​ ( 181,561 ) ​ ​ ( 49,009 ) Accumulated deficit ​ ( 83,697,065 ) ​ ( 59,273,388 ) Total stockholders' equity ​ 133,594,846 ​ 155,980,109 Total liabilities and stockholders' equity ​ $ 142,049,942 ​ $ 166,704,832 ​ ​ The accompanying notes are an integral part of these condensed consolidated financial statements. ​ ​ 7 Table of Contents ​ IMMUNEERING CORPORATION CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS AND COMPREHENSIVE LOSS (Unaudited) ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Three Months Ended June 30, ​ Six Months Ended June 30, ​ 2022 2021 2022 2021 ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Revenue ​ $ 94,419 ​ $ 660,040 ​ $ 278,117 ​ $ 1,408,240 Cost of revenue ​ 47,933 ​ 318,601 ​ 138,778 ​ 727,763 ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Gross profit ​ 46,486 ​ 341,439 ​ 139,339 ​ 680,477 ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Operating expenses ​ ​ ​ ​ Research and development ​ 7,981,075 ​ 6,991,965 ​ 17,031,517 ​ 12,382,985 General and administrative ​ 3,704,143 ​ 1,340,398 ​ ​ 7,664,112 ​ 2,524,422 Amortization of intangible asset ​ ​ 7,317 ​ ​ — ​ ​ 15,420 ​ ​ — Total operating expenses ​ 11,692,535 ​ 8,332,363 ​ 24,711,049 ​ 14,907,407 Loss from operations ​ ( 11,646,049 ) ​ ( 7,990,924 ) ​ ( 24,571,710 ) ​ ( 14,226,930 ) ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Other income (expense) ​ ​ ​ ​ Interest income ​ 142,799 ​ 3,259 ​ 275,304 ​ 9,614 Other expense ​ ​ ( 24,053 ) ​ ​ — ​ ​ ( 127,271 ) ​ ​ - Net loss ​ $ ( 11,527,303 ) ​ $ ( 7,987,665 ) ​ $ ( 24,423,677 ) ​ $ ( 14,217,316 ) ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Net loss per share attributable to common stockholders, basic and diluted ​ $ ( 0.44 ) ​ $ ( 1.61 ) ​ $ ( 0.93 ) ​ $ ( 2.87 ) Weighted-average common shares outstanding, basic and diluted ​ 26,386,343 ​ 4,954,553 ​ 26,372,787 ​ 4,952,352 ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Other comprehensive loss: ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Unrealized losses from marketable securities ​ ​ ( 14,166 ) ​ ​ — ​ ​ ( 132,552 ) ​ ​ — Comprehensive Loss ​ $ ( 11,541,469 ) ​ $ ( 7,987,665 ) ​ $ ( 24,556,229 ) ​ $ ( 14,217,316 ) ​ ​ ​ The accompanying notes are an integral part of these condensed consolidated financial statements. ​ ​ 8 Table of Contents IMMUNEERING CORPORATION ​ CONDENSED CONSOLIDATED STATEMENTS OF CONVERTIBLE PREFERRED STOCK AND STOCKHOLDERS’ EQUITY (DEFICIT ) (Unaudited) ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Convertible Preferred Stock ​ ​ Stockholders' Equity (Deficit) ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Total ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Additional ​ Accumulated other ​ ​ ​ ​ Total ​ ​ Series B ​ Series A ​ Convertible ​ ​ Class A Common Stock ​ Class B Common Stock ​ Paid-In ​ comprehensive ​ Accumulated ​ Stockholders' ​ Shares Amount Shares Amount Preferred Stock Shares Par Value Shares Par Value Capital loss ​ Deficit Equity (Deficit) ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Balance at December 31, 2020 3,619,292 ​ $ 36,983,910 ​ 2,495,933 ​ $ 21,119,940 ​ $ 58,103,850 ​ ​ 4,950,129 ​ $ 4,950 — ​ $ — ​ $ 3,251,240 ​ $ — ​ $ ( 25,737,640 ) ​ $ ( 22,481,450 ) ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Stock-based compensation expense — ​ — ​ — ​ — ​ — ​ ​ — ​ — — ​ — ​ 182,225 ​ — ​ — ​ 182,225 ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Net loss — ​ — ​ — ​ — ​ — ​ ​ — ​ — — ​ — ​ — ​ — ​ ( 6,229,651 ) ​ ( 6,229,651 ) ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Balance at March 31, 2021 3,619,292 ​ $ 36,983,910 ​ 2,495,933 ​ $ 21,119,940 ​ $ 58,103,850 ​ ​ 4,950,129 ​ $ 4,950 — ​ $ — ​ $ 3,433,465 ​ $ — ​ $ ( 31,967,291 ) ​ $ ( 28,528,876 ) ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Issuance of Series B convertible preferred stock, net of issuance costs 2,412,853 ​ 24,788,851 ​ — ​ — ​ 24,788,851 ​ ​ — ​ — — ​ — ​ — ​ — ​ ​ — ​ — ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Issuance of common stock upon exercise of stock options — ​ — ​ — ​ — ​ — ​ ​ 17,499 ​ 18 — ​ — ​ 52,609 ​ — ​ ​ — ​ 52,627 ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Issuance of common stock upon exercise of warrants — ​ — ​ — ​ — ​ — ​ ​ 308,308 ​ 308 — ​ — ​ 926,817 ​ — ​ ​ — ​ 927,125 ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Stock-based compensation expense — ​ — ​ — ​ — ​ — ​ ​ — ​ — — ​ — ​ 351,009 ​ — ​ ​ — ​ 351,009 ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Net loss — ​ — ​ — ​ — ​ — ​ ​ — ​ — — ​ — ​ — ​ — ​ ​ ( 7,987,665 ) ​ ( 7,987,665 ) ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Balance at June 30, 2021 6,032,145 ​ $ 61,772,761 ​ 2,495,933 ​ $ 21,119,940 ​ $ 82,892,701 ​ ​ 5,275,936 ​ $ 5,276 — ​ $ — ​ $ 4,763,900 ​ $ — ​ $ ( 39,954,956 ) ​ $ ( 35,185,780 ) ​ ​ 9 Table of Contents ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Convertible Preferred Stock ​ ​ Stockholders' Equity (Deficit) ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Total ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Additional ​ Accumulated other ​ ​ ​ ​ Total ​ ​ Series B ​ Series A ​ Convertible ​ ​ Class A Common Stock ​ Class B Common Stock ​ Paid-In ​ comprehensive ​ Accumulated ​ Stockholders' ​ ​ Shares Amount Shares Amount Preferred Stock Shares Par Value Shares Par Value Capital loss ​ Deficit Equity (Deficit) ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Balance at December 31, 2021 — $ — ​ ​ — ​ $ — ​ $ — ​ ​ ​ 26,320,199 ​ $ 26,320 — $ — ​ $ 215,276,186 ​ $ ( 49,009 ) ​ $ ( 59,273,388 ) ​ $ 155,980,109 ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Issuance of common stock upon exercise of stock options — ​ — ​ — ​ — ​ — ​ ​ 63,100 ​ 63 — ​ — ​ 193,048 ​ — ​ — ​ 193,111 ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Stock-based compensation expense — ​ — ​ — ​ — ​ — ​ ​ — ​ — — ​ — ​ 897,650 ​ — ​ — ​ 897,650 ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Net loss — ​ — ​ — ​ — ​ — ​ ​ — ​ — — ​ — ​ — ​ — ​ ( 12,896,374 ) ​ ( 12,896,374 ) ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Other comprehensive loss ​ — ​ — ​ — ​ — ​ — ​ ​ — ​ — — ​ — ​ — ​ ​ ( 118,386 ) ​ ​ — ​ ​ ( 118,386 ) ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Balance at March 31, 2022 — ​ $ — ​ — ​ $ — ​ $ — ​ ​ 26,383,299 ​ $ 26,383 — ​ $ — ​ $ 216,366,884 ​ $ ( 167,395 ) ​ $ ( 72,169,762 ) ​ $ 144,056,110 ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Issuance of common stock upon exercise of stock options — ​ — ​ — ​ — ​ — ​ ​ 9,000 ​ 9 — ​ — ​ 27,775 ​ — ​ — ​ 27,784 ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Stock-based compensation expense — ​ — ​ — ​ — ​ — ​ ​ — ​ — — ​ — ​ 1,052,421 ​ — ​ — ​ 1,052,421 ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Net loss — ​ — ​ — ​ — ​ — ​ ​ — ​ — — ​ — ​ — ​ — ​ ( 11,527,303 ) ​ ( 11,527,303 ) ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Other comprehensive loss ​ — ​ — ​ — ​ — ​ — ​ ​ — ​ — — ​ — ​ — ​ ​ ( 14,166 ) ​ ​ — ​ ​ ( 14,166 ) ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Balance at June 30, 2022 — ​ $ — ​ — ​ $ — ​ $ — ​ ​ 26,392,299 ​ $ 26,392 — ​ $ — ​ $ 217,447,080 ​ $ ( 181,561 ) ​ $ ( 83,697,065 ) ​ $ 133,594,846 ​ The accompanying notes are an integral part of these condensed consolidated financial statements. ​ ​ ​ 10 Table of Contents ​ IMMUNEERING CORPORATION CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS FOR THE SIX MONTHS ENDED JUNE 30, 2022 and 2021 (Unaudited) ​ ​ ​ ​ ​ ​ ​ ​ 2022 2021 ​ ​ ​ ​ ​ ​ ​ Cash flows from operating activities: ​ ​ Net loss ​ $ ( 24,423,677 ) ​ $ ( 14,217,316 ) Adjustment to reconcile to net loss to net cash used in operating activities: ​ ​ ​ Depreciation expense ​ 102,263 ​ 18,674 Right-of-use asset amortization ​ ​ 285,302 ​ ​ 50,333 Intangible asset amortization ​ 15,420 ​ — Stock based compensation expense ​ 1,950,071 ​ 533,234 Net amortization of premium (accretion of discount) on marketable securities ​ ​ 144,441 ​ ​ — Change in assets and liabilities: ​ ​ ​ (Increase) decrease in: ​ ​ ​ Accounts receivable ​ 67,615 ​ 5,005 Prepaid expenses and other current assets ​ 2,026,298 ​ ( 555,726 ) Other assets ​ ​ 12,550 ​ ​ ( 946,053 ) Increase (decrease) in: ​ ​ ​ Accounts payable ​ ( 154,099 ) ​ ( 48,021 ) Accrued expenses ​ ( 1,727,466 ) ​ 2,619,878 Lease liability ​ ( 86,141 ) ​ ( 37,271 ) Other liabilities ​ ​ 57,111 ​ ​ — Net cash used in operating activities ​ ( 21,730,312 ) ​ ​ ( 12,577,263 ) Cash flows from investing activities: ​ ​ Purchases of property and equipment ​ ( 280,047 ) ​ ( 36,388 ) Purchases of marketable securities ​ ​ ( 17,989,202 ) ​ ​ — Maturities of marketable securities ​ ​ 52,828,000 ​ ​ — Net cash provided by (used in) investing activities ​ 34,558,751 ​ ( 36,388 ) Cash flows from financing activities: ​ ​ Proceeds from exercise of stock options ​ 220,895 ​ 52,627 Proceeds from the issuance of Series B preferred stock, net of issuance costs ​ ​ — ​ ​ 24,788,851 Proceeds from exercise of warrants ​ ​ — ​ ​ 927,125 Net cash provided by financing activities ​ 220,895 ​ 25,768,603 Net increase in cash and cash equivalents ​ 13,049,334 ​ 13,154,952 Cash and cash equivalents at beginning of period ​ 74,888,145 ​ 37,090,151 Cash and cash equivalents at end of period ​ $ 87,937,479 ​ $ 50,245,103 Supplemental disclosures of noncash information: ​ ​ Reduction of right of use asset and lease liability in connection with lease modification ​ $ 347,739 ​ ​ — Deferred offering costs included in accounts payable and accrued expenses ​ $ — ​ ​ 875,078 ​ The accompanying notes are an integral part of these condensed consolidated financial statements. ​ ​ 11 Table of Contents IMMUNEERING CORPORATION NOTES TO UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (Unaudited) Note 1 – Organization and Nature of Business Immuneering Corporation, a Delaware corporation, (“Immuneering” or the “Company”) was incorporated in 2008. The Company aims to improve patient outcomes by advancing a pipeline of product candidates designed to benefit large populations of patients with cancer and other diseases, developed using the Company’s translational bioinformatics platform. The Company has more than a decade of experience applying translational bioinformatics to generate insights into drug mechanism of action and patient treatment response. Building on this experience, the Company’s disease-agnostic discovery platform enables the Company to create product candidates based on 1) biological insights that are both counterintuitive and deeply rooted in data, and 2) novel chemistry. On October 30, 2019, Immuneering formed a wholly owned subsidiary, Immuneering Securities Corporation (“ISC”), a Massachusetts securities corporation, for the sole purpose of buying, selling and holding securities on the Company’s behalf. On December 22, 2021, the Company acquired all outstanding shares of capital stock of BioArkive, Inc. (“BioArkive”), a California corporation, which as a result became a wholly owned subsidiary. Immuneering, ISC and BioArkive are collectively referred to as “the Company” throughout these condensed consolidated financial statements. The Company is subject to a number of inherent risks associated with any biotechnology company that has substantial expenditures for research and development. These risks include, but are not limited to, the need to obtain adequate additional funding, possible failure of clinical trials or other events demonstrating lack of clinical safety or efficacy of its product candidates, dependence on key personnel, reliance on third-party service providers for manufacturing drug product and conducting clinical trials, the ability to successfully secure its proprietary technology, and risks related to the regulatory approval and commercialization of a product candidate. There can be no assurance that the Company’s research and development program will be successful. In addition, the Company operates in an environment of rapid technological change and is largely dependent on the services of its employees, advisors, and consultants. On August 3, 2021, the Company completed its initial public offering (“IPO”) pursuant to which it issued and sold 8,625,000 shares of its Class A common stock, inclusive of 1,125,000 shares of its Class A common stock sold pursuant to the full exercise of the underwriters’ option to purchase additional shares. The aggregate net proceeds received by the Company from the IPO were $ 120,318,750 , after deducting underwriting discounts and commissions, but before deducting offering costs payable by the Company, which were $ 2,124,317 . Upon the closing of the IPO, all 8,528,078 shares of the Company’s convertible preferred stock then outstanding automatically converted into 11,939,281 shares of Class A common stock. Upon the conversion of the convertible preferred stock, the Company reclassified the carrying value of the convertible preferred stock to common stock (at par value) and additional paid-in capital. To date, the Company has funded its operations through service revenues, and with proceeds from the sale of its capital stock and convertible notes and, most recently, with proceeds from the IPO. The Company has incurred recurring losses over the past several years and as of June 30, 2022, the Company had an accumulated deficit of $ 83,697,065 . The Company expects to continue to generate operating losses for the foreseeable future. The future viability of the Company is dependent on its ability to raise additional capital to finance its operations. The Company’s inability to raise capital as and when needed could have a negative impact on its financial condition and ability to pursue its business strategies. There can be no assurances that additional funding will be available on terms acceptable to the Company, or at all. If the Company is unable to raise additional funds when needed, it may be required to delay, reduce the scope of, or eliminate development programs, which may adversely affect its business and operations. Management considers that there are no conditions or events, in the aggregate, that raise substantial doubt about the entity’s ability to continue as a going concern and estimates that its cash and cash equivalents will be sufficient to fund its operating expenses and capital expenditure requirements for at least 12 months from the issuance date of the consolidated financial statements. The full extent to which coronavirus (“COVID-19”) pandemic will directly or indirectly impact the Company’s business, results of operations and financial 12 Table of Contents condition, including expenses and research and development costs, will depend on future developments that are highly uncertain, including as a result of new information that may emerge concerning COVID-19 and its variants and the actions taken to contain or treat COVID-19 and its variants, as well as the economic impact on local, regional, national and international markets. The Company has considered potential impacts arising from the pandemic related to COVID-19 and its variants and is not presently aware of any events or circumstances that would require the Company to update its estimates, judgements or revise the carrying values of its assets or liabilities. ​ Note 2 - Summary of Significant Accounting Policies Basis of Presentation The condensed consolidated financial statements have been prepared in accordance with accounting standards set by the Financial Accounting Standards Board (“FASB”). The FASB sets generally accepted accounting principles (“GAAP”) to ensure the condensed consolidated financial statements are consistently reported. References to GAAP issued by the FASB in these footnotes are to the FASB Accounting Standards Codifications (“ASC”). The condensed consolidated financial statements include the accounts of the Company and its wholly owned subsidiary. All intercompany balances and transactions have been eliminated in consolidation. There have been no material changes to the accounting policies of the Company as those set forth in Note 2 to the audited consolidated financial statements contained in the Annual Report on Form 10-K for the fiscal period ended December 31, 2021. Unaudited Interim Financial Information The unaudited interim condensed consolidated financial statements of the Company have been prepared, without audit, in accordance with GAAP and in accordance with the rules and regulations of the Securities and Exchange Commission (“SEC”) regarding interim financial reporting. Certain information and footnote disclosures normally included in the annual financial statements prepared in accordance with GAAP have been omitted from the unaudited interim condensed consolidated financial statements, as is permitted by such rules and regulations. While we believe that the disclosures presented are adequate in order to make the information not misleading, these unaudited interim condensed consolidated financial statements should be read in conjunction with the Company’s audited consolidated financial statements and notes for the year ended December 31, 2021. It is management’s opinion that these financial statements include all normal and recurring adjustments necessary for a fair presentation of the Company’s financial position, operating results and cash flows. Revenues and net loss for any interim period are not necessarily indicative of future or annual results. Use of Estimates The preparation of financial statements in conformity with GAAP requires management to make estimates and assumptions that affect the reported amounts of assets, liabilities, revenues and expenses during the reporting periods. These estimates and assumptions are based on current facts, historical experience and various other factors believed to be reasonable under the circumstances, the results of which form the basis for making judgements about the carrying values of assets, liabilities and the recording of expenses that are not readily apparent from other sources. Significant estimates reflected in these condensed consolidated financial statements included but are not limited to, the research and development expenses, determination of fair value of stock-based awards, the valuation of common stock prior to the IPO, and the right-to-use assets and operating lease liability. Actual results may differ materially and adversely from these estimates. Goodwill Goodwill represents the excess of the fair value of the acquiree over the recognized bases of the net identifiable assets acquired and includes the future economic benefits from other assets that could not be individually identified and separately 13 Table of Contents recognized. Goodwill is not amortized, but instead is periodically reviewed for impairment and an impairment charge is recorded in the periods in which the recorded carrying value of goodwill exceeds its fair value. On a quarterly basis, the Company performs a review of its business to determine if events or changes in circumstances have occurred which could have a material adverse effect on the fair value of the Company and its goodwill. If such events or changes in circumstances were deemed to have occurred, the Company would perform an impairment test of goodwill as of the end of the quarter and record any noted impairment loss. The goodwill test is performed at least annually, or more frequently if events or changes in circumstances indicate that the asset might be impaired. The Company performs its annual impairment test during the fourth quarter of each fiscal year. There were no impairments in 2021. Subsequent to December 31, 2021, the Company’s market capitalization has declined which may be an indicator of impairment. The Company will continue to assess the impact of its market capitalization and any other indicators of potential impairment. It is possible that if the Company’s market capitalization decline is more than temporary, or if other indicators of impairment are identified, an interim impairment analysis may be necessary, which could result in an impairment of goodwill, intangible assets and other long-lived assets in 2022. ​ Recently Issued Accounting Pronouncements From time to time, new accounting pronouncements are issued by the FASB or other standard setting bodies and adopted by the Company as of the specified effective date. The Company is an “emerging growth company” as defined in the Jumpstart Our Business Startups Act of 2012, as amended (“JOBS Act”). The JOBS Act provides that an emerging growth company can take advantage of an extended transition period for complying with new or revised accounting standards. Thus, an emerging growth company can delay the adoption of certain accounting standards until those standards would otherwise apply to private companies. The Company elected to avail itself of this extended transition period and, as a result, we will not be required to adopt new or revised accounting standards on the relevant dates on which adoption of such standards is required for other public companies. In 2016, the FASB issued Accounting Standards Update (“ASU”) No. 2016-13, Financial Instruments – Credit Losses (Topic 326): Measurement of Credit Losses on Financial Statements. The new standard, as amended, requires that expected credit losses relating to financial assets measured on an amortized cost basis and available-for-sale debt securities be recorded through an allowance for credit losses. It also limits the amount of credit losses to be recognized for available-for-sale debt securities to the amount by which carrying value exceeds fair value and also requires the reversal of previously recognized credit losses if fair value increases. The targeted transition relief standard allows filers an option to irrevocably elect the fair value option of ASC 825-10, Financial Instruments - Overall, applied on an instrument-by-instrument basis for eligible instruments. ASU 2016-13, Financial Instruments - Credit Losses (Topic 326) will become effective for the Company on January 1, 2023. The Company is currently evaluating the new guidance and assessing the potential impact on its condensed consolidated financial statements. In January 2017, the FASB issued ASU 2017-04, Intangibles - Goodwill and Other (Topic 350 ) , which eliminates Step 2 from the goodwill impairment test. Step 2 measures a goodwill impairment loss by comparing the implied fair value of a reporting unit’s goodwill with the carrying amount of that goodwill. Instead, entities will record an impairment charge based on the excess of a reporting unit’s carrying amount over its fair value (i.e., measure the charge based on today’s Step 1). This update is effective for annual and interim impairment tests performed in periods beginning after December 15, 2022. Early adoption of the standard is permitted. The Company is currently evaluating the new guidance and assessing the potential impact on its condensed consolidated financial statements. ​ ​ 14 Table of Contents Note 3 – Marketable Securities Our marketable securities are classified as available-for-sale pursuant to ASC 320, Investments – Debt and Equity Securities and are recorded at fair value. Unrealized gains/(losses) are included as a component of accumulated other comprehensive loss in the condensed consolidated balance sheets and statements of convertible preferred stock and stockholders’ equity and a component of total comprehensive loss in the condensed consolidated statements of comprehensive loss, until realized. The Company assesses its available-for-sale marketable securities for impairment on a quarterly basis. There were no impairments of the Company’s available-for-sale marketable securities measured and carried at fair value during the three and six months ended June 30, 2022 or 2021. Realized gains and losses are included in other expense on a specific-identification basis. There were no realized gains or losses on marketable securities for the three and six months ended June 30, 2022 or 2021. ​ Marketable securities as of June 30, 2022 consisted of the following: ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ June 30, 2022 ​ Amortized Cost Unrealized Gains Unrealized Losses Fair Value Assets: ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Current: ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ U.S. Treasuries ​ $ 21,748,299 ​ $ - ​ $ ( 125,724 ) ​ $ 21,622,575 Government securities ​ ​ 8,600,549 ​ ​ - ​ ​ ( 29,869 ) ​ ​ 8,570,680 Commercial paper ​ ​ 9,995,295 ​ ​ - ​ ​ ( 24,675 ) ​ ​ 9,970,620 Total marketable securities ​ $ 40,344,143 ​ $ - ​ $ ( 180,268 ) ​ $ 40,163,875 ​ Marketable securities as of December 31, 2021 consisted of the following: ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ December 31, 2021 ​ Amortized Cost Unrealized Gains Unrealized Losses Fair Value Assets: ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Current: ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ U.S. Treasuries ​ $ 42,147,385 ​ $ - ​ $ ( 28,575 ) ​ $ 42,118,810 Government securities ​ ​ 19,218,057 ​ ​ - ​ ​ ( 13,689 ) ​ ​ 19,204,368 Commercial paper ​ ​ 12,992,165 ​ ​ 57 ​ ​ ( 4,197 ) ​ ​ 12,988,025 Total Current ​ ​ 74,357,607 ​ ​ 57 ​ ​ ( 46,461 ) ​ ​ 74,311,203 ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Non-current: ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ U.S. Treasuries ​ ​ 999,186 ​ ​ - ​ ​ ( 2,626 ) ​ ​ 996,560 Government securities ​ ​ - ​ ​ - ​ ​ - ​ ​ - Total Non-current ​ ​ 999,186 ​ ​ - ​ ​ ( 2,626 ) ​ ​ 996,560 Total marketable securities ​ $ 75,356,793 ​ $ 57 ​ $ ( 49,087 ) ​ $ 75,307,763 ​ Note 4 – Fair Value Measurements We record cash equivalents and marketable securities at fair value. ASC 820, Fair Value Measurements and Disclosures, establishes a fair value hierarchy for those instruments measured at fair value that distinguishes between assumptions based on market data (observable inputs) and our own assumptions (unobservable inputs). The hierarchy consists of three levels: Level 1 – Unadjusted quoted prices in active markets for identical assets or liabilities. Level 2 – Quoted prices for similar assets and liabilities in active markets, quoted prices in markets that are not active, or inputs which are observable, directly or indirectly, for substantially the full term of the asset or liability. 15 Table of Contents Level 3 – Unobservable inputs that reflect our own assumptions about the assumptions market participants would use in pricing the asset or liability in which there is little, if any, market activity for the asset or liability at the measurement date. The following table summarizes our cash equivalents and marketable securities measured at fair value on a recurring basis as of June 30, 2022: ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Level 1 ​ ​ Level 2 ​ ​ Level 3 ​ ​ Total Assets: ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Cash equivalents ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Money market ​ $ 38,003,223 ​ $ - ​ $ - ​ $ 38,003,223 Commercial paper ​ ​ - ​ ​ 7,996,140 ​ ​ - ​ ​ 7,996,140 Total cash equivalents ​ ​ 38,003,223 ​ ​ 7,996,140 ​ ​ - ​ ​ 45,999,363 ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Marketable securities: ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ U.S. Treasuries ​ $ 21,622,575 ​ $ - ​ $ - ​ $ 21,622,575 Government securities ​ ​ - ​ ​ 8,570,680 ​ ​ - ​ ​ 8,570,680 Commercial paper ​ ​ - ​ ​ 9,970,620 ​ ​ - ​ ​ 9,970,620 Total marketable securities ​ ​ 21,622,575 ​ ​ 18,541,300 ​ ​ - ​ ​ 40,163,875 Total cash equivalents and marketable securities ​ $ 59,625,798 ​ $ 26,537,440 ​ $ - ​ $ 86,163,238 ​ Cash equivalents and marketable securities have been initially valued at the transaction price and subsequently, at the end of each reporting period, valued utilizing third-party pricing services or other observable market data. The pricing services utilize industry standard valuation models, including both income and market-based approaches, and observable market inputs to determine value. After completing our valuation procedures, we did not adjust or override any fair value measurements provided by the pricing services as of June 30, 2022. There have been no changes to the valuation methods during the three months ended June 30, 2022. There were no transfers between Level 1 and Level 2 and we had no financial assets or liabilities that were classified as Level 3 at any point during the six months ended June 30, 2022. The following table summarizes our cash equivalents and marketable securities measured at fair value on a recurring basis as of December 31, 2021: ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Level 1 ​ ​ Level 2 ​ ​ Level 3 ​ ​ Total Assets: ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Cash equivalents ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Money market ​ $ 33,961,344 ​ $ - ​ $ - ​ $ 33,961,344 Commercial paper ​ ​ - ​ ​ 2,000,000 ​ ​ - ​ ​ 2,000,000 Total cash equivalents ​ ​ 33,961,344 ​ ​ 2,000,000 ​ ​ - ​ ​ 35,961,344 ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Marketable securities: ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ U.S. Treasuries ​ $ 43,115,370 ​ $ - ​ $ - ​ $ 43,115,370 Government securities ​ ​ - ​ ​ 19,204,368 ​ ​ - ​ ​ 19,204,368 Commercial paper ​ ​ - ​ ​ 12,988,025 ​ ​ - ​ ​ 12,988,025 Total marketable securities ​ ​ 43,115,370 ​ ​ 32,192,393 ​ ​ - ​ ​ 75,307,763 Total cash equivalents and marketable securities ​ $ 77,076,714 ​ $ 34,192,393 ​ $ - ​ $ 111,269,107 ​ ​ 16 Table of Contents Note 5 – Property and Equipment, net Property and equipment, net consisted of the following: ​ ​ ​ ​ ​ ​ ​ ​ ​ June 30, December 31, ​ ​ 2022 ​ 2021 ​ ​ ​ ​ ​ ​ ​ Computer equipment ​ $ 318,793 ​ $ 281,666 Furniture and fixtures ​ 84,477 ​ 84,477 Lab equipment ​ ​ 650,727 ​ ​ 463,182 Leasehold improvements ​ ​ 207,492 ​ ​ 152,117 Total ​ 1,261,489 ​ 981,442 Accumulated depreciation ​ ( 276,482 ) ​ ( 174,219 ) Property and equipment, net ​ $ 985,007 ​ $ 807,223 ​ Depreciation expense totaled $ 54,560 and $ 9,807 for the three months ended June 30, 2022 and 2021, respectively. Depreciation expense totaled $ 102,263 and $ 18,674 for the six months ended June 30, 2022 and 2021, respectively. Note 6 – Business Combination BioArkive Acquisition On December 22, 2021, the Company completed the acquisition of all outstanding shares of capital stock of BioArkive, Inc., a California corporation, for a market value of $ 8.75 million. ​ BioArkive is a San Diego based contract research organization that has previously provided preclinical research services and biosample storage to the Company and other biotechnology companies. BioArkive is in the process of being fully integrated into the Company to exclusively support the Company's internal preclinical research activities for its oncology pipeline. ​ In connection with the acquisition, the Company has assumed the obligations under BioArkive’s three lease agreements. ​ The purchase price was paid by Immuneering through the issuance of an aggregate of 379,635 shares of Immuneering’s Class A common stock. The number of shares of common stock issued was calculated using a value based on the average of the daily volume weighted average prices of the common stock on the Nasdaq Stock Exchange for the 30 -trading day period ending on and including the trading day immediately prior to the closing date. The sellers of BioArkive were restricted from selling these shares for a six-month period from the date of the acquisition. As such, we estimated that there was an approximate 10 % discount for the lack of marketability of the shares. The fair value of the purchase price in the acquisition was $ 7,875,000 . ​ Prior to the acquistion, Brett Hall, Chief Scientific Officer of Immuneering and the Founder and Chairman of the board of directors of BioArkive, held the majority of the outstanding shares of BioArkive capital stock. BioArkive provided contract services to the Company. Research and development expenses in the consolidated statement of operations include the cost of services provided by BioArkive to the Company which amounted to $ 4,548,780 in 2021 through the date of the acquisition. The results of BioArkive’s operations are included in accounts payable or accrued contract research expenses in the consolidated balance sheets. ​ Assets Acquired and Liabilities Assumed at Fair Value ​ The BioArkive acquisition has been accounted for using the acquisition method of accounting. This method requires assets acquired and liabilities assumed in a business combination to be recognized at their fair values as of the acquisition date. As of March 31, 2022, the purchase accounting had been finalized, and there was an immaterial measurement period adjustment related to accrued expenses and goodwill. No other adjustments were identified. ​ 17 Table of Contents Intangible Assets ​ The estimated fair value of the intangible assets was determined using the relief from royalty approach. ​ Goodwill ​ Goodwill is the excess of the consideration transferred over the net assets recognized and represents the expected cost savings of the combined company and assembled workforce. One of the key factors that contributes to the recognition of goodwill, and a driver for the Company's acquisition of BioArkive, is the planned investment in the internal preclinical research activities for our oncology pipeline. Goodwill recognized as a result of this acquisition is non-deductible for income tax purposes. ​ Pro forma results are not presented for this acquisition as they are not material to the consolidated results of the Company’s operations. ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Preliminary Valuation ​ Measurement Period Adjustment ​ Final Valuation ​ Weighted Average Life Cash ​ $ 70,348 ​ $ - ​ $ 70,348 ​ ​ Other currents assets ​ ​ 225,790 ​ ​ - ​ ​ 225,790 ​ ​ Other long term assets ​ ​ 87,796 ​ ​ - ​ ​ 87,796 ​ ​ Property and equipment, net ​ ​ 727,539 ​ ​ - ​ ​ 727,539 ​ ​ Right of use assets ​ ​ 4,824,700 ​ ​ - ​ ​ 4,824,700 ​ ​ Intangible asset ​ ​ ​ ​ ​ - ​ ​ ​ ​ ​ Technology ​ ​ 439,000 ​ ​ - ​ ​ 439,000 ​ 15 years Goodwill ​ ​ 6,701,726 ​ ​ 11,295 ​ ​ 6,690,431 ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Total assets acquired ​ ​ 13,076,899 ​ ​ - ​ ​ 13,065,604 ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Accounts payable, accrued expenses and other liabilities ​ ​ 69,714 ​ ​ ( 11,295 ) ​ ​ 58,419 ​ ​ Deferred tax liabilities ​ ​ 307,485 ​ ​ - ​ ​ 307,485 ​ ​ Lease liabilities ​ ​ 4,824,700 ​ ​ - ​ ​ 4,824,700 ​ ​ Net assets acquired ​ $ 7,875,000 ​ $ - ​ $ 7,875,000 ​ ​ ​ ​ ​ Note 7 – Accrued Expenses Accrued expenses consisted of the following: ​ ​ ​ ​ ​ ​ ​ ​ ​ June 30, December 31, ​ ​ 2022 ​ 2021 ​ ​ ​ ​ ​ ​ ​ Accrued professional services ​ $ 251,271 ​ $ 250,977 Accrued employee expenses ​ 1,591,656 ​ 2,917,282 Accrued contract research expenses ​ 335,658 ​ 585,416 Accrued other ​ ​ 48,102 ​ ​ 211,772 Total ​ $ 2,226,687 ​ $ 3,965,447 ​ ​ ​ Note 8 – Preferred Stock Series B Preferred Stock In April and May 2021, 2,412,853 shares of the second tranche of Series B Preferred Stock were issued based on the voluntary election of substantially all of the holders of Series B Preferred Stock. The Company received gross proceeds of $ 24,799,786 . The Company incurred issuance costs of $ 10,935 in connection with the second tranche of Series B Preferred Stock. 18 Table of Contents Upon the closing of the IPO on August 3, 2021, all 8,528,078 shares of the Company’s convertible preferred stock then outstanding automatically converted into 11,939,281 shares of Class A common stock. Note 9 - Common Stock The Company had 200,000,000 authorized shares of Class A common stock, $ 0.001 par value per share as of June 30, 2022 and December 31, 2021 of which 26,392,299 and 26,320,199 were issued and outstanding , respectively. The holders of Class A common stock are entitled one vote for each share of common stock. Dividends may be paid when, and if declared by the Board of Directors, subject to the limitations, powers and preferences granted to the Preferred Stockholders and on a proportionate basis with holders of Class B common stock. As of June 30, 2022 and December 31, 2021, the following number of shares of Class A common stock have been reserved: ​ ​ ​ ​ ​ ​ ​ June 30, December 31, ​ ​ 2022 ​ 2021 ​ ​ ​ ​ ​ Exercise of common stock options 3,827,454 2,859,544 ​ 3,827,454 2,859,544 ​ The Company had 20,000,000 authorized shares of Class B common stock, $ 0.001 par value per share as of June 30, 2022 and December 31, 2021, of which no shares have been issued nor are outstanding. The holders of Class B common stock have no voting rights. Dividends may be paid when, and if, declared by the Board of Directors, subject to the limitations, powers and preferences granted to the preferred stockholders and on a proportionate basis with holders of Class A common stock. IPO On August 3, 2021, the Company completed its initial public offering pursuant to which it issued and sold 8,625,000 shares of its Class A common stock, inclusive of 1,125,000 shares of its Class A common stock sold pursuant to the full exercise of the underwriters’ option to purchase additional shares. The aggregate net proceeds received by the Company from the IPO were $ 120,318,750 , after deducting underwriting discounts and commissions, but before deducting offering costs payable by the Company, which were $ 2,124,317 . Upon the closing of the IPO, all 8,528,078 shares of the Company’s convertible preferred stock then outstanding automatically converted into 11,939,281 shares of Class A common stock. Upon the conversion of the convertible preferred stock, the Company reclassified the carrying value of the convertible preferred stock to common stock (at par value) and additional paid-in capital. ​ On August 3, 2021 in connection with the closing of the IPO, the Company filed a restated certificate of incorporation, which amended and restated the Company’s certificate of incorporation to, among other things: (i) increase the number of authorized shares of common stock to 200,000,000 shares of Class A common stock, 20,000,000 shares of Class B common stock, par value $ 0.001 per share, and (ii) authorize 10,000,000 shares of Preferred Stock; and (iii) authorize the Board of Directors to establish the rights, preferences and restrictions on any unissued series of Preferred Stock. Note 10 - Net Loss Per Share Attributable to Common Stockholders Net loss per share of common stock is computed using the two-class method required for multiple classes of common stock and participating securities based upon their respective rights to receive dividends as if all income for the period has been distributed. The rights, including the liquidation and dividend rights and sharing of losses, of the Class A and Class B common stock are identical, other than voting rights. As the liquidation and dividend rights and sharing of losses are identical, the undistributed earnings are allocated on a proportionate basis and the resulting net loss per share attributed to common stockholders is therefore the same for Class A and Class B common stock on an individual or combined basis. The Company’s participating securities include the Company’s Preferred Stock, as the holders are entitled to receive noncumulative dividends in the event that a dividend is paid on common stock. The holders of Preferred Stock do not have 19 Table of Contents a contractual obligation to share in losses of the Company, and therefore during periods of loss there is no allocation required under the two-class method. Basic net loss per share attributable to common stockholders is calculated by dividing the net loss attributable to common stockholders by the weighted-average number of shares of common stock outstanding during the period, adjusted for outstanding shares that are subject to repurchase. Diluted net loss per share is computed by giving effect to all potentially dilutive securities outstanding for the period using the treasury stock method or the if-converted method based on the nature of such securities. The Company has reported net losses for all periods presented, therefore diluted net loss per common share attributable to common stockholders is the same as basic net loss per common share attributable to common stockholders, because potentially dilutive common shares are not assumed to have been issued if their effect is anti-dilutive. Basic and diluted net loss per share attributable to common stockholders was calculated at June 30, 2022 and 2021 as follows: ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Three Months Ended June 30, Six Months Ended June 30, ​ ​ 2022 2021 ​ 2022 2021 ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Numerator: ​ ​ ​ ​ Net loss ​ $ ( 11,527,303 ) ​ $ ( 7,987,665 ) ​ $ ( 24,423,677 ) ​ $ ( 14,217,316 ) Denominator - basic and diluted: ​ ​ ​ ​ Weighted-average common shares outstanding, basic and diluted ​ 26,386,343 ​ 4,954,553 ​ 26,372,787 ​ 4,952,352 Net loss per share - basic and diluted ​ $ ( 0.44 ) ​ $ ( 1.61 ) ​ $ ( 0.93 ) ​ $ ( 2.87 ) ​ The following table sets forth the potentially dilutive securities that have been excluded from the calculation of diluted net loss per share because to include them would be anti-dilutive (in common stock equivalent shares) at June 30, 2022 and 2021: ​ ​ ​ ​ ​ ​ ​ 2022 2021 ​ ​ ​ ​ ​ Options to purchase common stock 3,827,454 2,668,327 Total shares of common stock equivalents 3,827,454 2,668,327 ​ ​ Note 11 – Stock-Based Compensation During 2015, the Company established the Long Term Incentive Plan (“Incentive Plan”), under which incentive stock options, nonqualified stock options, restricted stock or other awards may be awarded to employees, directors or consultants of the Company. The options typically vest over a four -year period. As of June 30, 2022, the maximum number of shares available for issuance under the Incentive Plan was 2,825,173 shares. Upon the effectiveness of the Company’s 2021 Incentive Award Plan, the Company ceased granting awards under the Incentive Plan. However, the Incentive Plan continues to govern awards outstanding thereunder. On July 23, 2021, the Company’s Board of Directors adopted, and on July 23, 2021 its stockholders approved, the 2021 Incentive Award Plan (the “2021 Plan”), which became effective on July 29, 2021. The 2021 Plan provides for the grant of incentive stock options, stock appreciation rights, restricted stock awards, restricted stock units, and other stock-based awards. The number of shares reserved for issuance under the 2021 Plan was initially equal to 2,590,000 plus an annual increase on the first day of each calendar year, beginning on January 1, 2022 and ending on and including January 1, 2031, equal to the lesser of (i) 4 % of the aggregate number of shares of Class A common stock outstanding on the final day of the immediately preceding calendar year and (ii) such smaller number of shares of Class A common stock as determined by the Board of Directors. No more than 15,350,000 shares of Class A common stock may be issued under the 2021 Plan upon the exercise of incentive stock options. Shares issued under the 2021 Plan may be authorized but unissued shares, 20 Table of Contents shares purchased on the open market or treasury shares. If an award under the 2021 Plan expires, lapses or is terminated, exchanged for or settled in cash, surrendered, repurchased, cancelled without having been fully exercised/settled or forfeited, any unused shares subject to the award will, as applicable, become or again be available for new grants under the 2021 Plan. In addition, shares subject to stock options issued under the Incentive Plan may become available for issuance under the 2021 Plan to the extent such stock options are canceled, forfeited, exchanged, settled in cash or otherwise terminated. As of June 30, 2022, there were 2,311,230 shares available for future issuance under the 2021 Plan. On July 23, 2021, the Company’s Board of Directors adopted, and on July 23, 2021 its stockholders approved, the 2021 Employee Stock Purchase Plan (the “2021 ESPP”), which became effective on July 29, 2021. A total of 250,000 shares of Class A common stock were initially reserved for issuance under this plan. The number of shares of Class A common stock that may be issued under the 2021 ESPP will automatically increase on the first day of each calendar year, beginning on January 1, 2022 and ending on and including January 1, 2031, equal to the lesser of (i) 1 % of the shares of Class A common stock outstanding on the final day of the immediately preceding calendar year and (ii) such smaller number of shares of Class A common stock as determined by the board of directors, provided that not more than 3,340,000 shares of Class A common stock may be issued under the 2021 ESPP. As of June 30, 2022, no shares had been issued under the 2021 ESPP. During the three and six months ended June 30, 2022, the Company recognized stock-based compensation expense of $ 1,052,421 and $ 1,950,071 , respectively. During the three and six months ended June 30, 2021, the Company recognized stock-based compensation expense of $ 351,009 and $ 533,234 , respectively. As of June 30, 2022, compensation expense remaining to be recognized for outstanding stock options was $ 12,585,048 and to be recognized over a weighted-average period of 2.83 years. The fair value of options granted is calculated on the grant date using the Black-Scholes option valuation model. The Company historically has been a private company and lacks company-specific historical and implied volatility information. Therefore, it estimates its expected stock volatility based on the historical volatility of a publicly traded set of peer public companies and expects to continue to do so until such time as it has adequate historical data regarding the volatility of its own traded stock price. For the six months ended June 30, 2022, the Company granted 1,067,410 shares of stock options at a weighted-average grant date fair value of $ 9.50 . The Company used the following assumptions in its application of the Black-Scholes option pricing model for grants during the six months ended June 30, 2022 and 2021: ​ ​ ​ ​ ​ ​ ​ ​ Six Months Ended June 30, ​ 2022 2021 ​ ​ ​ ​ ​ Weighted-average risk-free interest rate ​ 1.35 % - 3.31 % ​ 1.04 % - 1.71 % Expected term (in years) ​ 5.00 - 10 years ​ 5.83 - 10 years Expected dividend yield ​ 0 % ​ 0 % Expected volatility ​ 65.24 % - 78.12 % ​ 68.92 % - 80.99 % ​ 21 Table of Contents The following table summarizes the stock option activity during the six months ended June 30, 2022 under the Plan: ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Weighted ​ ​ ​ ​ ​ ​ Weighted- ​ Average ​ ​ ​ ​ ​ ​ ​ Average ​ Remaining ​ ​ ​ ​ ​ Number of ​ Exercise Price ​ Contractual ​ Aggregate ​ ​ Options ​ per Share Term (in Years) ​ Intrinsic Value ​ ​ ​ Outstanding at of December 31, 2021 2,859,544 ​ $ 6.55 8.30 ​ Granted 1,067,410 ​ ​ 9.50 ​ ​ ​ Exercised ( 72,100 ) ​ ​ 3.02 ​ ​ ​ Cancelled ( 27,400 ) ​ ​ 6.58 ​ ​ ​ Outstanding at June 30, 2022 3,827,454 ​ $ 7.43 ​ 8.31 ​ $ 3,669,555 ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Vested and exercisable at June 30, 2022 1,539,603 ​ $ 4.59 7.33 ​ $ 2,820,514 Vested and expected to vest at June 30, 2022 ​ 3,827,454 ​ $ 7.43 8.31 ​ $ 3,669,555 ​ For the three months ended June 30, 2022 and 2021, the Company recognized share-based compensation expense recognized on the accompanying condensed consolidated statements of operations as follows: ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Three Months Ended June 30, ​ Six Months Ended June 30, ​ 2022 2021 2022 2021 ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Cost of revenue ​ $ 4,014 ​ $ 22,367 ​ $ 8,644 ​ $ 44,882 Research and development ​ 504,938 ​ 168,725 ​ 937,657 ​ 222,732 General and administrative ​ 543,469 ​ 159,917 ​ 1,003,770 ​ 265,620 Total ​ $ 1,052,421 ​ $ 351,009 ​ $ 1,950,071 ​ $ 533,234 ​ ​ Note 12 – Commitments and Contingencies Operating Leases The Company leases office space in Cambridge, Massachusetts, New York, New York and San Francisco, California, pursuant to short-term arrangements. The Cambridge and San Francisco leases are on a month-to-month basis, requiring one month’s notice before termination. The New York lease is renewable on an annual basis and the last renewal extended the lease term until March 31, 2023. These lease agreements include payments for lease and non-lease components and the Company has elected to not separate such components and these payments were recognized as rent expense. As of June 30, 2022, total future minimum lease payments for its short-term leases in Cambridge, Massachusetts, New York, New York and San Francisco, California was $ 39,600 due in 2022. In October 2020, the Company entered into an office lease (“Via Frontera Lease”) in San Diego, California with a lease term of 67 months . At the lease commencement date, a right-to-use asset and lease liability was recognized by the Company for $ 637,863 . In January 2022, the Company exercised its option to terminate the Via Frontera Lease 20 months early. The lease will terminate on October 1, 2023. This was accounted for as a lease modification which reduces the term of the existing lease and the Company adjusted the value of its right-of-use asset and operating lease liability by $ 347,739 using an incremental borrowing rate of approximately 6 % . ​ The modification is reflected as a non-cash operating activity in the statement of cash flows for the six months ended June 30, 2022. ​ The Company subsequently entered into a sublease of the Via Frontera Lease, the term of which commenced in March 2022 and continues through the full remaining obligation. Sublease income will be accounted for as a reduction of rent expense in the statement of operations. ​ 22 Table of Contents As part of the BioArkive acquisition, the Company assumed the obligations of three leases in San Diego, California. One is for 38,613 square feet of office and laboratory space, under a lease that terminates on April 30, 2032, the second is for a 6,100 square feet of office and laboratory space under a lease that terminates on December 31, 2022 (the “Site 2 Lease”), and the third is for a lease for 4,760 square feet of office and laboratory space under a lease that terminates on March 31, 2024. As a result, the Company recorded right-to-use assets and lease liabilities of $ 4,824,700 on the acquisition date of December 22, 2021 . In February 2022, the Company entered into a sublease of the Site 2 Lease, the term of which continues through the remaining term of the Site 2 Lease. Future minimum lease payments for operating leases with initial or remaining terms in excess of one year at June 30, 2022 were as follows: ​ ​ ​ ​ ​ ​ Amount Remainder of 2022 ​ $ 331,740 2023 ​ 843,463 2024 ​ 732,546 2025 ​ 739,689 2026 ​ 761,877 Thereafter ​ 4,467,246 Total future lease payments ​ 7,876,561 Less: Imputed interest ​ ( 2,945,504 ) Total lease liabilities ​ $ 4,931,057 Current portion lease liability ​ $ 286,374 Lease liability, noncurrent ​ 4,644,683 Total lease liability ​ $ 4,931,057 ​ Quantitative information regarding the Company’s leases for the six months ended June 30, 2022 and 2021 is as follows: ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ June 30, June 30, ​ ​ 2022 ​ 2021 ​ Lease costs: ​ ​ ​ ​ ​ Operating lease cost ​ $ 527,413 ​ $ 68,502 Short-term lease cost ​ 164,373 ​ 117,352 Sublease income ​ ( 95,470 ) ​ — ​ Total lease costs ​ $ 596,316 ​ $ 185,854 Cash paid for amounts included in the measurement of lease liabilities: ​ ​ Operating cash flows from operating leases ​ $ 328,250 ​ $ 55,440 Operating cash flows from short-term leases ​ 164,373 ​ 117,352 ​ ​ $ 492,623 ​ $ 172,792 ​ Weighted-average remaining lease term - operating leases ​ 9.49 years ​ 4.83 years ​ Weighted-average discount rate - operating leases ​ 9.3 % ​ 6.0 % ​ ​ As the Company’s leases typically do not provide an implicit rate, the Company uses an estimate of its incremental borrowing rate based on the information available at the lease commencement date in determining the present value of lease payments. Litigation From time to time, the Company may have certain contingent liabilities that arise in the ordinary course of its business activities and may be exposed to litigation in connection with its products and operations. The Company’s policy is to assess the likelihood of any adverse judgments or outcomes related to legal matters, as well as ranges of probable losses. When it is probable that future expenditures will be made and can be reasonably estimated the Company will accrue a liability for such matters. Significant judgement is required to determine both probability and estimated amount. The Company is not aware of any material legal matters. 23 Table of Contents Clinical Research Contracts The Company may enter into contracts in the normal course of business with clinical research organizations for clinical trials, with contract manufacturing organizations for clinical supplies, and with other vendors for preclinical studies, supplies and other services for our operating purposes. These contracts generally provide for termination with a 30 -day notice. ​ 24 Table of Contents