0001842952-21-000015 | 10-Q | XBRL Viewer

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Cover - shares	9 Months Ended
Cover - shares	Sep. 30, 2021	Nov. 29, 2021
Cover [Abstract]
Document Type	10-Q
Document Quarterly Report	true
Document Period End Date	Sep. 30, 2021
Document Transition Report	false
Entity File Number	001-40654
Entity Registrant Name	CONTEXT THERAPEUTICS INC.
Entity Incorporation, State or Country Code	DE
Entity Tax Identification Number	47-2566423
Entity Address, Address Line One	3675 Market Street,
Entity Address, Address Line Two	Suite 200
Entity Address, City or Town	Philadelphia,
Entity Address, State or Province	PA
Entity Address, Postal Zip Code	19104
City Area Code	267
Local Phone Number	225-7416
Title of 12(b) Security	Common Stock, par value $0.001 per share
Trading Symbol	CNTX
Security Exchange Name	NASDAQ
Entity Current Reporting Status	Yes
Entity Interactive Data Current	Yes
Entity Filer Category	Non-accelerated Filer
Entity Small Business	true
Entity Emerging Growth Company	true
Entity Ex Transition Period	false
Entity Shell Company	false
Entity Common Stock, Shares Outstanding		10,963,966
Amendment Flag	false
Document Fiscal Year Focus	2021
Document Fiscal Period Focus	Q3
Entity Central Index Key	0001842952
Current Fiscal Year End Date	--12-31

Condensed Consolidated Balance Sheets - USD ($)	Sep. 30, 2021	Dec. 31, 2020
Current assets:
Cash and cash equivalents	$ 419,152	$ 341,037
Prepaid expenses and other	18,379	8,672
Total current assets	437,531	349,709
Deferred offering costs	1,821,773	117,631
Total assets	2,259,304	467,340
Current liabilities:
Convertible promissory notes	0	5,829,292
Note payable - current	0	55,014
Accounts payable	3,083,420	2,707,861
Accrued expenses and other current liabilities	1,325,194	955,989
Total current liabilities	4,408,614	9,548,156
Note payable - noncurrent	0	69,040
Total liabilities	4,408,614	9,617,196
Commitments and Contingencies
Convertible preferred stock and redeemable common stock:
Temporary equity, carrying amount	21,064,623	7,771,223
Stockholders' deficit:
Common stock, 348,531 and 331,789 issued and outstanding at September 30, 2021 and December 31, 2020, respectively	348	332
Additional paid-in capital	2,948,294	1,876,159
Accumulated deficit	(26,162,575)	(18,797,570)
Total stockholders' deficit	(23,213,933)	(16,921,079)
Total liabilities, convertible preferred stock, redeemable common stock and stockholders' deficit	2,259,304	467,340
Series A Preferred Stock
Convertible preferred stock and redeemable common stock:
Temporary equity, carrying amount	14,641,005	1,400,935
Series Seed Preferred Stock
Convertible preferred stock and redeemable common stock:
Temporary equity, carrying amount	6,341,288	6,341,288
Redeemable Common Stock
Convertible preferred stock and redeemable common stock:
Temporary equity, carrying amount	$ 82,330	$ 29,000

Condensed Consolidated Balance Sheets (Parenthetical) - USD ($)	Sep. 30, 2021	Dec. 31, 2020
Temporary equity, par value (in dollars per share)	$ 0.001	$ 0.001
Common stock, par value (in dollars per share)	$ 0.001	$ 0.001
Total shares authorized (in shares)	120,000,000	120,000,000
Common stock, shares issued (in shares)	348,531	331,789
Common stock, shares outstanding (in shares)	348,531	331,789
Series A Preferred Stock
Temporary equity, par value (in dollars per share)	$ 0.001
Temporary equity issued (in shares)	2,212,543	210,715
Temporary equity outstanding (in shares)	2,212,543	210,715
Temporary equity, liquidation preference	$ 15,858,181
Series Seed Preferred Stock
Temporary equity, par value (in dollars per share)	$ 0.001
Temporary equity issued (in shares)	2,624,324	2,624,324
Temporary equity outstanding (in shares)	2,624,324	2,624,324
Temporary equity, liquidation preference	$ 11,796,713	$ 11,796,713
Redeemable Common Stock
Temporary equity issued (in shares)	16,666	16,666
Temporary equity outstanding (in shares)	16,666	16,666

Condensed Consolidated Statements of Operations (Unaudited) - USD ($)	3 Months Ended		9 Months Ended
	Sep. 30, 2021	Sep. 30, 2020	Sep. 30, 2021	Sep. 30, 2020
Operating expenses:
Acquired in-process research and development	$ 0	$ 0	$ 3,087,832	$ 0
Research and development	739,598	468,671	2,511,438	1,046,662
General and administrative	828,464	182,389	1,834,645	755,962
Loss from operations	(1,568,062)	(651,060)	(7,433,915)	(1,802,624)
Interest expense	(1,261)	(95,211)	(64,555)	(566,790)
Change in fair value of convertible promissory notes	0	(129,966)	9,317	9,798,628
Other income	126,531	0	124,148	0
Net income (loss)	$ (1,442,792)	$ (876,237)	$ (7,365,005)	$ 7,429,214
Net income (loss) per share - basic (in dollars per share)	$ (4.00)	$ (2.52)	$ (20.74)	$ 4.04
Net income (loss) per share - diluted (in dollars per share)	$ (4.00)	$ (2.52)	$ (20.74)	$ (3.35)
Weighted average common shares outstanding - basic (in shares)	361,067	348,382	355,087	348,348
Weighted average common shares outstanding - diluted (in shares)	361,067	348,382	355,087	2,337,027

Condensed Consolidated Statements of Changes in Convertible Preferred Stock, Redeemable Common Stock and Shareholders' Deficit (Unaudited) (Statement) - USD ($)	Total	Warrants issued in conjunction with series A preferred stock	Issued to placement agents	Issued for services	Series A Preferred Stock	Series Seed Preferred Stock	Redeemable Common Stock	Common Stock	Additional Paid-in Capital	Additional Paid-in Capital Warrants issued in conjunction with series A preferred stock	Additional Paid-in Capital Issued to placement agents	Additional Paid-in Capital Issued for services	Accumulated Deficit
Beginning balance (in shares) at Dec. 31, 2019					0	0	16,666
Beginning balance at Dec. 31, 2019					$ 0	$ 0	$ 126,000
Increase (Decrease) in Temporary Equity [Roll Forward]
Change in fair value of redeemable common stock to redemption value							$ (13,000)
Ending balance (in shares) at Mar. 31, 2020					0	0	16,666
Ending balance at Mar. 31, 2020					$ 0	$ 0	$ 113,000
Beginning balance (in shares) at Dec. 31, 2019								324,145
Beginning balance at Dec. 31, 2019	$ (23,960,756)							$ 324	$ 1,480,955				$ (25,442,035)
Increase (Decrease) in Stockholders' Equity [Roll Forward]
Share-based compensation expense, including vesting of restricted stock and issuance of common stock (in shares)								7,512
Share-based compensation expense, including vesting of restricted stock and issuance of common stock	126,967							$ 8	126,959
Change in fair value of redeemable common stock to redemption value	13,000								13,000
Net income (loss)	826,480												826,480
Ending balance (in shares) at Mar. 31, 2020								331,657
Ending balance at Mar. 31, 2020	(22,994,309)							$ 332	1,620,914				(24,615,555)
Beginning balance (in shares) at Dec. 31, 2019					0	0	16,666
Beginning balance at Dec. 31, 2019					$ 0	$ 0	$ 126,000
Ending balance (in shares) at Sep. 30, 2020					83,707	2,624,324	16,666
Ending balance at Sep. 30, 2020					$ 568,637	$ 6,341,288	$ 32,000
Beginning balance (in shares) at Dec. 31, 2019								324,145
Beginning balance at Dec. 31, 2019	(23,960,756)							$ 324	1,480,955				(25,442,035)
Increase (Decrease) in Stockholders' Equity [Roll Forward]
Net income (loss)	7,429,214
Ending balance (in shares) at Sep. 30, 2020								331,746
Ending balance at Sep. 30, 2020	(16,217,752)							$ 332	1,794,737				(18,012,821)
Beginning balance (in shares) at Mar. 31, 2020					0	0	16,666
Beginning balance at Mar. 31, 2020					$ 0	$ 0	$ 113,000
Increase (Decrease) in Temporary Equity [Roll Forward]
Change in fair value of redeemable common stock to redemption value							$ (82,000)
Temporary equity new shares issued (in shares)					20,926	8,771
Temporary equity new shares issued					$ 150,000	$ 50,000
Conversion of debt to equity (in shares)						2,615,553
Conversion of debt to equity						$ 6,291,288
Fair value of warrants issued in conjunction with the Series A preferred stock					$ (7,843)
Ending balance (in shares) at Jun. 30, 2020					20,926	2,624,324	16,666
Ending balance at Jun. 30, 2020					$ 142,157	$ 6,341,288	$ 31,000
Beginning balance (in shares) at Mar. 31, 2020								331,657
Beginning balance at Mar. 31, 2020	(22,994,309)							$ 332	1,620,914				(24,615,555)
Increase (Decrease) in Stockholders' Equity [Roll Forward]
Fair value of warrants issued in conjunction with the Series A preferred stock		$ 7,843								$ 7,843
Share-based compensation expense, including vesting of restricted stock and issuance of common stock (in shares)								44
Share-based compensation expense, including vesting of restricted stock and issuance of common stock	30,642								30,642
Change in fair value of redeemable common stock to redemption value	82,000								82,000
Net income (loss)	7,478,971												7,478,971
Ending balance (in shares) at Jun. 30, 2020								331,701
Ending balance at Jun. 30, 2020	(15,394,853)							$ 332	1,741,399				(17,136,584)
Increase (Decrease) in Temporary Equity [Roll Forward]
Change in fair value of redeemable common stock to redemption value							$ 1,000
Temporary equity new shares issued (in shares)					62,781
Temporary equity new shares issued					$ 450,000
Fair value of warrants issued in conjunction with the Series A preferred stock					$ (23,520)
Ending balance (in shares) at Sep. 30, 2020					83,707	2,624,324	16,666
Ending balance at Sep. 30, 2020					$ 568,637	$ 6,341,288	$ 32,000
Increase (Decrease) in Stockholders' Equity [Roll Forward]
Fair value of warrants issued in conjunction with the Series A preferred stock		23,520								23,520
Share-based compensation expense, including vesting of restricted stock and issuance of common stock (in shares)								45
Share-based compensation expense, including vesting of restricted stock and issuance of common stock	30,818								30,818
Change in fair value of redeemable common stock to redemption value	(1,000)								(1,000)
Net income (loss)	(876,237)												(876,237)
Ending balance (in shares) at Sep. 30, 2020								331,746
Ending balance at Sep. 30, 2020	(16,217,752)							$ 332	1,794,737				(18,012,821)
Beginning balance (in shares) at Dec. 31, 2020					210,715	2,624,324	16,666
Beginning balance at Dec. 31, 2020	7,771,223				$ 1,400,935	$ 6,341,288	$ 29,000
Increase (Decrease) in Temporary Equity [Roll Forward]
Temporary equity new shares issued (in shares)					453,094
Temporary equity new shares issued					$ 3,034,526
Conversion of debt to equity (in shares)					844,824
Conversion of debt to equity					$ 5,728,793
Fair value of warrants issued in conjunction with the Series A preferred stock					(158,658)
Fair value of warrants issued as placement agent fees					$ (13,388)
Ending balance (in shares) at Mar. 31, 2021					1,508,633	2,624,324	16,666
Ending balance at Mar. 31, 2021					$ 9,992,208	$ 6,341,288	$ 29,000
Beginning balance (in shares) at Dec. 31, 2020								331,789
Beginning balance at Dec. 31, 2020	(16,921,079)							$ 332	1,876,159				(18,797,570)
Increase (Decrease) in Stockholders' Equity [Roll Forward]
Conversion of Senior Convertible Notes, including accrued interest, to Series A preferred stock	137,497								137,497
Fair value of warrants issued in conjunction with the Series A preferred stock		158,658								158,658
Fair value of warrants issued as placement agent fees	13,388								13,388
Share-based compensation expense, including vesting of restricted stock and issuance of common stock (in shares)								4,218
Share-based compensation expense, including vesting of restricted stock and issuance of common stock	25,513							$ 4	25,509
Net income (loss)	(892,049)												(892,049)
Ending balance (in shares) at Mar. 31, 2021								336,007
Ending balance at Mar. 31, 2021	(17,478,072)							$ 336	2,211,211				(19,689,619)
Beginning balance (in shares) at Dec. 31, 2020					210,715	2,624,324	16,666
Beginning balance at Dec. 31, 2020	7,771,223				$ 1,400,935	$ 6,341,288	$ 29,000
Ending balance (in shares) at Sep. 30, 2021					2,212,543	2,624,324	16,666
Ending balance at Sep. 30, 2021	21,064,623				$ 14,641,005	$ 6,341,288	$ 82,330
Beginning balance (in shares) at Dec. 31, 2020								331,789
Beginning balance at Dec. 31, 2020	(16,921,079)							$ 332	1,876,159				(18,797,570)
Increase (Decrease) in Stockholders' Equity [Roll Forward]
Net income (loss)	(7,365,005)
Ending balance (in shares) at Sep. 30, 2021								348,531
Ending balance at Sep. 30, 2021	(23,213,933)							$ 348	2,948,294				(26,162,575)
Beginning balance (in shares) at Mar. 31, 2021					1,508,633	2,624,324	16,666
Beginning balance at Mar. 31, 2021					$ 9,992,208	$ 6,341,288	$ 29,000
Increase (Decrease) in Temporary Equity [Roll Forward]
Change in fair value of redeemable common stock to redemption value							$ 53,330
Temporary equity new shares issued (in shares)					285,351
Temporary equity new shares issued					$ 1,948,309
Temporary equity, stock issued for services (in shares)					418,559
Temporary equity, stock issued for services					$ 2,837,832
Fair value of warrants issued in conjunction with the Series A preferred stock					(106,935)
Fair value of warrants issued as placement agent fees					$ (30,409)
Ending balance (in shares) at Jun. 30, 2021					2,212,543	2,624,324	16,666
Ending balance at Jun. 30, 2021					$ 14,641,005	$ 6,341,288	$ 82,330
Beginning balance (in shares) at Mar. 31, 2021								336,007
Beginning balance at Mar. 31, 2021	(17,478,072)							$ 336	2,211,211				(19,689,619)
Increase (Decrease) in Stockholders' Equity [Roll Forward]
Fair value of warrants issued in conjunction with the Series A preferred stock		$ 106,935	$ 30,409							$ 106,935	$ 30,409
Share-based compensation expense, including vesting of restricted stock and issuance of common stock (in shares)								6,262
Share-based compensation expense, including vesting of restricted stock and issuance of common stock	119,363							$ 6	119,357
Change in fair value of redeemable common stock to redemption value	(53,330)								(53,330)
Net income (loss)	(5,030,164)												(5,030,164)
Ending balance (in shares) at Jun. 30, 2021								342,269
Ending balance at Jun. 30, 2021	(22,304,859)							$ 342	2,414,582				(24,719,783)
Ending balance (in shares) at Sep. 30, 2021					2,212,543	2,624,324	16,666
Ending balance at Sep. 30, 2021	21,064,623				$ 14,641,005	$ 6,341,288	$ 82,330
Increase (Decrease) in Stockholders' Equity [Roll Forward]
Fair value of warrants issued in conjunction with the Series A preferred stock				$ 371,895								$ 371,895
Share-based compensation expense, including vesting of restricted stock and issuance of common stock (in shares)								6,262
Share-based compensation expense, including vesting of restricted stock and issuance of common stock	161,823							$ 6	161,817
Net income (loss)	(1,442,792)												(1,442,792)
Ending balance (in shares) at Sep. 30, 2021								348,531
Ending balance at Sep. 30, 2021	$ (23,213,933)							$ 348	$ 2,948,294				$ (26,162,575)

Condensed Consolidated Statement of Cash Flows (Unaudited) - USD ($)	9 Months Ended
	Sep. 30, 2021	Sep. 30, 2020
Operating activities:
Net income (loss)	$ (7,365,005)	$ 7,429,214
Adjustments to reconcile net income (loss) to net cash used in operating activities:
Acquired in-process research and development charge	3,087,832	0
Fair value of warrants for services provided	371,895	0
Share-based compensation expense	306,699	188,427
Non-cash interest expense	64,555	566,790
Change in fair value of convertible promissory notes	(9,317)	(9,798,628)
Gain on extinguishment of debt	(125,577)	0
Changes in operating assets and liabilities:
Prepaid expenses and other current assets	(9,707)	151
Accounts payable	(179,199)	356,255
Accrued expenses and other current liabilities	20,021	399,196
Cash used in operating activities	(3,837,803)	(858,595)
Investing activities:
Acquired in-process research and development	(250,000)	0
Cash used in investing activities	(250,000)	0
Financing activities:
Proceeds from the issuance of convertible bridge notes	0	25,000
Proceeds from the issuance of note payable	0	124,054
Payment of offering costs related to initial public offering	(816,917)	0
Cash provided by financing activities	4,165,918	799,054
Net increase (decrease) in cash and cash equivalents	78,115	(59,541)
Cash and cash equivalents at beginning of period	341,037	226,603
Cash and cash equivalents at end of period	419,152	167,062
Supplemental disclosure of non-cash financing activities:
Fair value of warrants issued in conjunction with Series A preferred stock	309,390	31,363
Series A preferred stock issued for acquired in-process research and development	2,837,832	0
Deferred offering costs in accounts payable and accrued expenses	1,004,856	0
Change in fair value of redeemable common stock to redemption value	53,330	94,000
Convertible Promissory Notes To Series A Preferred Stock
Supplemental disclosure of non-cash financing activities:
Conversion of convertible promissory notes	5,866,290	0
Convertible Promissory Notes To Series Seed Preferred Stock
Supplemental disclosure of non-cash financing activities:
Conversion of convertible promissory notes	0	6,291,288
Series A Preferred Stock
Financing activities:
Proceeds from the sale of preferred stock	0	50,000
Series Seed Preferred Stock
Financing activities:
Proceeds from the sale of preferred stock	$ 4,982,835	$ 600,000

Condensed Consolidated Statements of Changes in Convertible Preferred Stock, Redeemable Common Stock and Shareholders' Deficit (Parenthetical) - USD ($)	3 Months Ended
	Jun. 30, 2021	Mar. 31, 2021
Statement of Stockholders' Equity [Abstract]
Offering costs	$ 96,948	$ 213,073

Organization and Description of Business	9 Months Ended
Organization and Description of Business	Sep. 30, 2021
Organization, Consolidation and Presentation of Financial Statements [Abstract]
Organization and Description of Business	Organization and Description of BusinessContext Therapeutics Inc. (the “Company”) is a clinical-stage biopharmaceutical company dedicated to improving the lives of women living with cancer. The Company was organized in April 2015 under the laws of the State of Delaware. The Company’s operations are located in Philadelphia, Pennsylvania. In April 2021, the Company completed a reverse triangular merger, which resulted in Context Therapeutics Inc. becoming the sole holder of 100% of the membership interests in Context Therapeutics LLC, which resulted in all common units, preferred units, options, warrants or other rights to purchase common or preferred units of Context Therapeutics LLC converting into common stock, preferred stock, options, warrants or other rights to purchase common or preferred stock of Context Therapeutics Inc. As this was a transaction between entities under common control, the carryover basis of accounting was used to record the assets, liabilities and equity of Context Therapeutics LLC. Further, as a common control transaction the condensed consolidated financial statements of the Company reflect the merger transaction as if it had occurred as of the earliest period presented herein.

Risks and Liquidity	9 Months Ended
Risks and Liquidity	Sep. 30, 2021
Risks And Liquidity [Abstract]
Risks and Liquidity	Risks and Liquidity The Company has incurred losses and negative cash flows from operations since inception and had an accumulated deficit of $26.2 million as of September 30, 2021. The Company anticipates incurring additional losses until such time, if ever, that it can generate significant revenues from its product candidates currently in development. Management believes its cash and cash equivalents of $0.4 million as of September 30, 2021, together with the gross proceeds of $28.8 million from its initial public offering ("IPO") in October 2021 (note 10) and expected gross proceeds of $31.3 million from its private placement in December 2021 (note 10), are sufficient to fund the projected operations for at least the next 12 months from the issuance date of these condensed consolidated financial statements. Substantial additional financing will be needed by the Company to fund its operations and to commercially develop its product candidates. The Company plans to seek additional capital in the future through equity and/or debt financings, partnerships, collaborations, or other sources to carry out the Company’s planned development activities. If additional capital is not available when required, the Company may need to delay or curtail its operations until such funding is received. Various internal and external factors will affect whether and when the Company’s product candidates become approved for marketing and successful commercialization. The regulatory approval and market acceptance of the Company’s product candidates, length of time and cost of developing and commercializing these product candidates and/or failure of them at any stage of the approval process will materially affect the Company’s financial condition and future operations. In October 2021, the Company closed an IPO, in which it issued and sold 5,750,000 shares at a public offering price of $5.00 per share. In addition, at the closing of the IPO, the Company issued warrants to purchase up to 250,000 shares of common stock to designees of the placement agent. The placement agent's warrants have an exercise price of $6.25 per share and a term of five years from the date of issuance. Immediately prior to the completion of the IPO, all of the Company’s preferred stock converted into an aggregate of 4,836,867 shares of common stock and 480,415 warrants converted into 9,816 shares of common stock. The Company received gross proceeds of approximately $28.8 million as a result of the offering. On December 1, 2021, the Company entered into a definitive securities purchase agreement for a private placement of 5,000,000 shares of common stock together with warrants to purchase 5,000,000 shares of common stock that will result in gross proceeds of approximately $31.3 million, before deducting placement offering expenses. Each share of common stock and accompanying warrant are being sold together at a combined offering price of $6.25. The warrants have a term of 5.5 years and an exercise price of $6.25 per share. The private placement is expected to close on December 6, 2021, subject to customary closing conditions. The Company faces risks associated with companies whose products are in development. These risks include the need for additional financing to complete its research and development, achieving its research and development objectives, defending its intellectual property rights, recruiting and retaining skilled personnel, and dependence on key members of management, among others. In March 2020, the World Health Organization declared the outbreak of COVID-19 a global pandemic. The spread of COVID-19 during 2020 and 2021 has caused worldwide economic downturn and significant volatility in the financial markets. There is significant uncertainty as to the likely effects of this disease which may, among other things, materially impact the Company’s planned clinical trials. This pandemic or outbreak could result in difficulty securing clinical trial site locations, contract research organizations, and/or trial monitors and other critical vendors and consultants supporting the trials. In addition, outbreaks or the perception of an outbreak, near a clinical trial site location could impact the Company’s ability to enroll patients. These situations, or others associated with COVID-19, could cause delays in the Company’s clinical trial plans and could increase expected costs, all of which could have a material adverse effect on the Company’s business and its financial condition. At the current time, the Company is unable to quantify the potential effects of this pandemic on its future consolidated financial statements.

Basis of Presentation and Summary of Significant Accounting Policies

9 Months Ended

Sep. 30, 2021

Accounting Policies [Abstract]

Basis of Presentation and Summary of Significant Accounting Policies

Basis of Presentation and Principles of Consolidation

The accompanying unaudited condensed consolidated financial statements have been prepared pursuant to the rules and regulations of the Securities and Exchange Commission (“SEC”). Certain information and note disclosures normally included in annual financial statements prepared in accordance with U.S. generally accepted accounting principles (“GAAP”) have been condensed or omitted pursuant to those rules and regulations, although the Company believes that the disclosures made are adequate to make the information not misleading. Any reference in these notes to applicable guidance is meant to refer to GAAP as found in the Accounting Standards Codification (“ASC”) and Accounting Standards Updates (“ASU”) of the Financial Accounting Standards Board (“FASB”).

In the opinion of management, the accompanying unaudited condensed consolidated financial statements include all normal and recurring adjustments (which consist primarily of accruals and estimates that impact the financial statements) considered necessary to present fairly the Company’s financial position as of September 30, 2021, and its results of operations for the three and nine months ended September 30, 2021 and 2020 and cash flows for the nine months ended September 30, 2021 and 2020. Operating results for the three and nine months ended September 30, 2021 are not necessarily indicative of the results that may be expected for the year ending December 31, 2021. The unaudited condensed consolidated financial statements, presented herein, do not contain the required disclosures under GAAP for annual financial statements. The accompanying unaudited condensed consolidated financial statements should be read in conjunction with the annual audited consolidated financial statements and related notes as of and for the year ended December 31, 2020. The consolidated financial information as of December 31, 2020 included herein has been derived from the annual audited consolidated financial statements.

The unaudited condensed consolidated financial statements include the accounts of the Company, Context Therapeutics LLC, Context Biopharma, Inc. and Context Ireland Ltd., the Company’s wholly owned subsidiaries. All intercompany accounts and transactions have been eliminated in consolidation.

Use of Estimates

The preparation of condensed consolidated financial statements in conformity with GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and contingent liabilities at the date of the consolidated financial statements and the reported amounts of expenses during the reporting period. Actual results could differ from those estimates.

Estimates and assumptions are periodically reviewed, and the effects of the revisions are reflected in the accompanying unaudited interim condensed consolidated financial statements in the period they are determined to be necessary. Significant estimates and assumptions made in the accompanying unaudited interim condensed consolidated financial statements include, but are not limited to, the fair value of common stock, share-based compensation arrangements, the fair value of convertible debt and in recording the prepayments, accruals and associated expense for research and development activities performed for the Company by third parties.

Concentrations of Credit Risk

Financial instruments that potentially subject the Company to significant concentrations of credit risk consist primarily of cash and cash equivalents. The Company maintains deposits in federally insured financial institutions in excess of federally insured

limits. The Company has not experienced any losses in such accounts and management believes that the Company is not exposed to significant credit risk due to the financial position of the depository institutions in which those deposits are held.

Segment Information

Operating segments are defined as components of an enterprise about which separate discrete information is available for evaluation by the chief operating decision maker, or decision-making group, in deciding how to allocate resources and in assessing performance. The Company views its operations and manages its business in one segment.

Fair Value of Financial Instruments

At September 30, 2021 and December 31, 2020, the Company’s level 1 financial instruments included cash equivalents and accounts payable. The carrying amounts of these assets and liabilities approximate fair value due to their short-term nature. Convertible promissory notes are recorded at approximate fair value on a recurring basis (see Note 4 for further discussion).

Cash and Cash Equivalents

The Company considers all highly liquid investments that have original maturities of three months or less when acquired to be cash equivalents. Cash equivalents consist of amounts invested in money market funds.

Deferred Offering Costs

The Company capitalizes certain legal, professional, accounting and other third-party fees that are directly associated with in-process equity financings as deferred offering costs until such financings are consummated. After consummation of an equity financing, the costs are recorded as a reduction of additional paid-in capital generated as a result of such offering. Should an in-process equity financing be abandoned, the deferred offering costs will be expensed immediately as a charge to operating expenses in the consolidated statements of operations. As of September 30, 2021 and December 31, 2020, the Company had deferred offering costs of $1.8 million and $0.1 million, respectively, related to the Company’s in-process IPO and the Company’s Series A convertible preferred stock (“Series A Stock”) financing (see Note 6). All deferred offering costs related to the Company’s Series A Stock financing were recorded against Series A Stock upon completion of the financing in April 2021.

Convertible Preferred Stock and Redeemable Common Stock

The Company accounts for its convertible preferred stock subject to possible conversion in accordance with ASC 480, Distinguishing Liabilities from Equity. Conditionally convertible preferred stock (including stock that feature conversion rights that are either within the control of the holder or subject to conversion upon the occurrence of uncertain events not solely within the Company’s control) are classified as temporary equity. The Company’s convertible preferred stock feature redemption rights that are considered by the Company to be outside of the Company’s control and subject to the occurrence of uncertain future events. Accordingly, at September 30, 2021 and December 31, 2020, the convertible preferred stock subject to contingent redemption is presented as temporary equity, outside of the stockholders’ deficit section of the Company’s unaudited interim condensed consolidated balance sheets. For more information related to the redemption and conversion features of convertible preferred stock, see Note 6. Certain common stock issued to Drexel University (“Drexel”) contain put option rights whereby Drexel may, at their option, request the Company to redeem the common stock held by Drexel and at the estimated fair value of the common stock at the time of redemption. Drexel’s common stock are presented as temporary equity and subsequently remeasured to their estimated redemption value at each reporting period. Drexel’s put option right terminated immediately prior to and upon consummation of the IPO.

Acquired In-Process Research and Development Costs

Acquired in-process research and development (“IPR&D”) expense consists of the initial up-front payments incurred in connection with the acquisition or licensing of products or technologies that do not meet the definition of a business under FASB ASC Topic 805, Business Combinations. The Company’s acquired IPR&D expense of $3.1 million for the nine months ended September 30, 2021 reflects the fair value of consideration ascribed to the collaboration and licensing agreement with Integral Molecular, Inc. (“Integral”) for the development of an anti-claudin 6 (“CLDN6”) bispecific monoclonal antibody (“BsMAb”) for gynecologic cancer therapy. See Note 8 for further discussion.

Research and Development Costs

Research and development costs are expensed as incurred. Research and development costs include salaries, share-based compensation, and other operational costs related to the Company’s research and development activities and external costs of outside vendors engaged to conduct clinical studies and other research and development activities.

The Company makes estimates of prepaid/accrued expenses as of each balance sheet date in the financial statements based on facts and circumstances known at that time. If the actual timing of the performance of services or the level of effort varies from the estimate, the Company will adjust the accrual accordingly.

Nonrefundable advance payments for goods and services, including fees for clinical trial expenses, process development or manufacturing and distribution of clinical supplies that will be used in future research and development activities, are deferred and recognized as expense in the period that the related goods are consumed or services are performed.

Share-Based Compensation

The Company measures and recognizes share-based compensation expense for both employee and nonemployee awards based on the grant date fair value of the awards. The Company recognizes share-based compensation expense on a straight-line basis over the requisite service period of the awards, which is generally the vesting period. The Company recognizes forfeitures as they occur.

The Company classifies share-based compensation expense in its unaudited interim condensed consolidated statements of operations in the same manner in which the award recipients’ payroll costs are classified or in which the award recipients’ service payments are classified.

The Company estimates the fair value of employee and non-employee stock awards as of the date of grant using the Black-Scholes option pricing model. Until its IPO that closed in October 2021, the Company historically has been a private company and lacks Company-specific historical and implied volatility information. Therefore, management estimates the expected share price volatility based on the historical volatility of a publicly traded set of peer companies and expects to continue to do so until such time as it has adequate historical data regarding the volatility of its own publicly traded share price. The expected term of the Company’s stock awards has been determined utilizing the “simplified” method for awards that qualify as “plain-vanilla” stock awards. The risk-free interest rate is determined by reference to the yield curve of a zero-coupon U.S. Treasury bond on the date of grant of the award for time periods approximately equal to the expected term of the award. Expected dividend yield is based on the fact that the Company has never paid cash dividends on common stock and does not expect to pay any cash dividends in the foreseeable future.

In addition, the Company measures and recognizes share-based compensation expense for advisors, officers and director restricted share-based awards based on the grant date fair value of the awards.

Net Income (Loss) Per Share

The Company computes net income (loss) per share using the weighted-average number of common shares outstanding during the period. For periods with a net loss, basic and diluted net loss per share are the same because the conversion, exercise or issuance of all potential common stock equivalents, which comprise the entire amount of the Company’s outstanding convertible promissory notes, preferred stock, warrants and share-based awards, would be anti-dilutive.

The following potentially dilutive securities have been excluded from the computation of diluted weighted-average shares of common stock outstanding, as they would be anti-dilutive:


	Three Months Ended		Nine Months Ended
	September 30, 2021	September 30, 2020	September 30, 2021	September 30, 2020
Convertible promissory notes	—	783,127	—	—
Series Seed convertible preferred stock	2,624,324	2,624,324	2,624,324	—
Series A convertible preferred stock	2,212,543	83,707	2,212,543	—
Stock Options	436,437	24,830	436,437	24,830
Unvested restricted stock awards	33,397	88	33,397	88
Warrants	480,415	128,355	480,415	128,355
	5,787,116	3,644,431	5,787,116	153,273

Amounts in the above table reflect common stock equivalents.

For the nine months ended September 30, 2020, the Company used the two-class method to compute basic net income per common share. Under this method, undistributed earnings are allocated to common stock, the Series Seed Preferred Stock, and the Series A Preferred Stock to the extent that the preferred stockholders may share in earnings. In periods of net loss, losses are not allocated to participating securities as the holders of such securities have no obligation to fund losses. The total earnings allocated to common stock is then divided by the weighted average common shares outstanding to determine the basic income per share.

For purposes of calculating diluted income (loss) per common share, the denominator includes both the weighted average common shares outstanding and the number of common stock equivalents if the inclusion of such common stock equivalents would be dilutive. Dilutive common stock equivalents potentially include warrants and share-based awards using the treasury stock method. In addition, the Company considers the potential dilutive impact of its preferred stock and convertible debt using the treasury stock and if-converted methods, if either is more dilutive than the two-class method. The two-class method was more dilutive for the nine months ended September 30, 2020.


	Three Months Ended				Nine Months Ended
	September 30, 2021		September 30, 2020		September 30, 2021		September 30, 2020
Basic net income (loss) per common share calculation:
Net income (loss) attributable to common shareholders	$	(1,442,792)	$	(876,237)	$	(7,365,005)	$	7,429,214
Less: undistributed earnings to participating securities	—		—		—		(6,021,339)
Net income (loss) attributable to common shareholders - basic	(1,442,792)		(876,237)		(7,365,005)		1,407,875
Weighted average common shares outstanding - basic	361,067		348,382		355,087		348,348
Net income (loss) per share - basic	$	(4.00)	$	(2.52)	$	(20.74)	$	4.04
Diluted net income (loss) per common share calculation:
Net income (loss) attributable to common shareholders	$	(1,442,792)	$	(876,237)	$	(7,365,005)	$	7,429,214
Less: undistributed earnings to participating securities	—		—		—		(6,021,339)
Less: change in fair value of convertible promissory notes and interest expense	—		—		—		(9,231,838)
Net loss attributable to common shareholders – diluted	(1,442,792)		(876,237)		(7,365,005)		(7,823,963)
Weighted average common shares outstanding - basic	361,067		348,382		355,087		348,348
Convertible securities	—		—		—		1,988,679
Weighted average common shares outstanding - diluted	361,067		348,382		355,087		2,337,027
Net income (loss) per share - diluted	$	(4.00)	$	(2.52)	$	(20.74)	$	(3.35)

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 (i) is no longer an emerging growth company or (ii) affirmatively and irrevocably opts out of the extended transition period provided in the JOBS Act. As a result, these condensed consolidated financial statements may not be comparable to companies that comply with the new or revised accounting pronouncements as of public company effective dates.

Recently Issued Accounting Pronouncements

In February 2016, the FASB issued ASU 2016-02, Leases (Topic 842), in order to increase transparency and comparability among organizations by, among other provisions, recognizing lease assets and lease liabilities on the balance sheet for those leases classified as operating leases under previous GAAP. In transition, entities may also elect a package of practical expedients that must be applied in its entirety to all leases commencing before the adoption date, unless the lease is modified, and permits entities to not reassess (a) the existence of a lease, (b) the lease classification or (c) the determination of initial direct costs, as of the adoption date, which effectively allows entities to carryforward accounting conclusions under previous GAAP. In July 2018, the FASB issued ASU 2018-11, Leases (Topic 842): Targeted Improvements, which provides entities an optional transition method to apply the guidance under Topic 842 as of the adoption date, rather than as of the earliest period presented. In June 2020, the FASB issued ASU 2020-05 that further delayed the effective date of Topic 842 to fiscal years beginning July 1, 2022, and interim periods within those years. The Company is currently evaluating the impact of adopting this guidance to its consolidated financial statements but does not believe this adoption will have a material impact due to the fact that the Company does not have any long-term lease commitments.

In June 2016, the FASB issued ASU 2016-13, Financial Instruments—Credit Losses: Measurement of Credit Losses on Financial Instruments, which requires measurement and recognition of expected credit losses for financial assets held at the reporting date based on historical experience, current conditions, and reasonable and supportable forecasts. This is different from the current guidance as this will require immediate recognition of estimated credit losses expected to occur over the remaining life of many financial assets. The new guidance will be effective for the Company on July 1, 2023. The Company is currently evaluating the impact of adopting this guidance to its consolidated financial statements.

In December 2019, the FASB issued ASU 2019-12, Income Taxes (Topic 740)—Simplifying the Accounting for Income Taxes. ASU 2019-12 simplifies the accounting for income taxes by removing exceptions within the general principles of Topic 740 regarding the calculation of deferred tax liabilities, the incremental approach for intraperiod tax allocation, and calculating income taxes in an interim period. In addition, the ASU adds clarifications to the accounting for franchise tax (or similar tax), which is partially based on income, evaluating tax basis of goodwill recognized from a business combination and reflecting the effect of any enacted changes in tax laws or rates in the annual effective tax rate computation in the interim period that includes the enactment date. The ASU is effective for fiscal year beginning after December 15, 2021, and will be applied either retrospectively or prospectively based upon the applicable amendments. Early adoption is permitted. The Company is currently evaluating the impact of adopting this guidance to its consolidated financial statements.

Fair Value Measurements

9 Months Ended

Sep. 30, 2021

Fair Value Disclosures [Abstract]

Fair Value Measurements

The Company utilizes a valuation hierarchy that prioritizes fair value measurements based on the types of inputs used for the various valuation techniques related to its financial assets and financial liabilities. The three levels of inputs used to measure fair value are described as follows:

Level 1 – Observable inputs such as quoted prices in active markets.

Level 2 – Inputs, other than the quoted prices in active markets that are observable either directly or indirectly.

Level 3 – Unobservable inputs for which there is little or no market data, which require the reporting entity to develop its own assumptions.

In accordance with the fair value hierarchy described above, the following table sets forth the Company’s assets and liabilities measured at fair value on a recurring basis:


			September 30, 2021
	Total		Quoted Prices in Active Markets for Identical Assets (Level 1)		Significant Other Observable Inputs (Level 2)		Significant Unobservable Inputs (Level 3)
Financial assets
Cash equivalents (Money Market Funds)	$	50,384	$	50,384	$	—	$	—


			December 31, 2020
	Total		Quoted Prices in Active Markets for Identical Assets (Level 1)		Significant Other Observable Inputs (Level 2)		Significant Unobservable Inputs (Level 3)
Financial assets
Cash equivalents (Money Market Funds)	$	50,367	$	50,367	$	—	$	—
Liabilities
Convertible Promissory Notes	$	5,829,292	$	—	$	—	$	5,829,292

As further described in Note 5, the Company issued convertible promissory notes from inception through April 2019 (the “Junior Convertible Notes”) to various investors and from October 2019 through March 2020, the Company issued convertible bridge notes to the Co-Founder and Chief Executive Officer (the “Convertible Bridge Notes”). During April 2020, certain of the Junior Convertible Notes were converted into Senior Convertible Notes (the “Senior Convertible Notes”) (collectively, the “Convertible Promissory Notes”).

Due to the number of embedded provisions contained in the Convertible Promissory Notes and Convertible Bridge Notes, the fair value option, as prescribed by ASC 815, Derivatives and Hedging, was elected and applied to all Convertible Promissory Note and Convertible Bridge Note issuances since the Company’s inception in 2015, in connection with the preparation of these financial statements. The fair value of the Convertible Promissory Notes and Convertible Bridge Notes was determined using a scenario-based analysis that estimated the fair value based on the probability-weighted present value of expected future investment returns, considering each of the possible outcomes available to the noteholders, including various IPO, settlement, equity financing, corporate transaction and dissolution scenarios.

The Company adjusted the carrying value of its Convertible Promissory Notes and Convertible Bridge Notes to their estimated fair value at each reporting date, with any related increases or decreases in the fair value recorded as change in fair value of convertible promissory notes in the consolidated statement of operations. The change in fair value of convertible promissory notes within the nine months ended September 30, 2021 unaudited interim condensed consolidated statement of operations also includes reversals of gains and losses previously recognized by the Company upon conversion of the notes (Note 5).

The fair value of the Senior Convertible Notes at September 30, 2020 and December 31, 2020 was calculated using an option pricing model (“OPM”) framework and utilized the back-solve method for inferring and allocating the equity value predicated on the concurrent sale of Series A Stock. This method was selected as it was concluded that the sale of the Series A Stock was an arm’s-length transaction. Application of the OPM back-solve method involves making assumptions for the expected time to liquidity and volatility, and then solving for the value of equity such that value for the most recent financing equals the amount paid.

The following table presents a roll-forward of the aggregate fair values of the Company’s Convertible Promissory Notes (Note 5) for which fair value is determined by Level 3 inputs for the periods indicated:


Balance at December 31, 2020	$	5,829,292
Fair value adjustments	(9,317)
Accrued interest	46,315
Conversion of Senior Convertible Notes into Series A Stock	(5,866,290)
Balance at September 30, 2021	$	—


Balance at December 31, 2019	$	21,842,931
Issuance of Convertible Bridge Notes	25,000
Fair value adjustments	(9,798,628)
Accrued interest	566,287
Conversion of Junior Convertible Notes into Series Seed Stock	(6,291,288)
Balance at September 30, 2020	$	6,344,302

- Definition

The entire disclosure for the fair value of financial instruments (as defined), including financial assets and financial liabilities (collectively, as defined), and the measurements of those instruments as well as disclosures related to the fair value of non-financial assets and liabilities. Such disclosures about the financial instruments, assets, and liabilities would include: (1) the fair value of the required items together with their carrying amounts (as appropriate); (2) for items for which it is not practicable to estimate fair value, disclosure would include: (a) information pertinent to estimating fair value (including, carrying amount, effective interest rate, and maturity, and (b) the reasons why it is not practicable to estimate fair value; (3) significant concentrations of credit risk including: (a) information about the activity, region, or economic characteristics identifying a concentration, (b) the maximum amount of loss the entity is exposed to based on the gross fair value of the related item, (c) policy for requiring collateral or other security and information as to accessing such collateral or security, and (d) the nature and brief description of such collateral or security; (4) quantitative information about market risks and how such risks are managed; (5) for items measured on both a recurring and nonrecurring basis information regarding the inputs used to develop the fair value measurement; and (6) for items presented in the financial statement for which fair value measurement is elected: (a) information necessary to understand the reasons for the election, (b) discussion of the effect of fair value changes on earnings, (c) a description of [similar groups] items for which the election is made and the relation thereof to the balance sheet, the aggregate carrying value of items included in the balance sheet that are not eligible for the election; (7) all other required (as defined) and desired information.

+ References + Details

Convertible Promissory Notes	9 Months Ended
Convertible Promissory Notes	Sep. 30, 2021
Debt Disclosure [Abstract]
Convertible Promissory Notes	Convertible Promissory Notes Junior Convertible Notes From inception through December 2018, the Company issued Junior Convertible Notes that had an aggregate issuance date fair value of $15.8 million, an aggregate principal balance of $10.7 million and bore interest at rates ranging from 3.00% to 7.73% per year. From January 2019 through April 2019, the Company issued Junior Convertible Notes in the aggregate principal of $1.5 million that bore interest at rates ranging between 6.00% and 15.00% per year. From April 2015 through December 2017, the Company issued demand notes to the Chief Executive Officer and an immediate family member (the “Related Party”) with an aggregate principal balance of $1.8 million that bore interest at rates ranging from 3.00% to 6.00% per year. During April 2019, $1.9 million of principal and interest was converted from demand notes to a Junior Convertible Note bearing interest at a rate of 15.00%. Additionally, in July 2019, the Company issued $1.2 million of Junior Convertible Notes in lieu of severance payments to former executives. All of the outstanding principal and accrued but unpaid interest associated with the Junior Convertible Notes converted into 2,615,553 Series Seed Stock in May 2020, of which 840,363 shares were issued to the Related Party. Due to certain embedded features within the Junior Convertible Notes, the Company elected to account for these notes and all their embedded features under the fair value option. At the time of conversion, the estimated fair value of the Junior Convertible Notes was $6.3 million and was reclassified to Series Seed convertible preferred equity. In connection with the conversion in 2020, the Company recorded a non-cash credit of $7.7 million related to the final decrease in fair value of the Junior Convertible Notes. Convertible Bridge Notes From October 2019 through March 2020, the Company issued convertible bridge notes to the Related Party in the amount of $0.5 million. The Convertible Bridge Notes bore interest at a rate of 6.0% and were set to mature on December 31, 2021 (“Maturity Date”). In the event of qualified financing resulting in gross proceeds of $1.0 million (“Bridge Note Qualified Financing”), the outstanding principal and interest of the Convertible Bridge Notes would automatically convert into Series A Stock at a price equal to the issue price per share of the stock issued in the Bridge Note Qualified Financing and on the same terms and conditions of such Bridge Note Qualified Financing. In the event that a Bridge Note Qualified Financing was not consummated prior to the Maturity Date, then, at the election of the holder made at least five days prior to the Maturity Date, effective upon the Maturity Date, the outstanding principal balance and any unpaid accrued interest under the Senior Convertible Notes was to convert into Series A Stock of the Company at a conversion price equal to 80% of the conversion price. On December 22, 2020, the outstanding principal and accrued but unpaid interest associated with the Convertible Bridge Notes converted into 78,178 shares of Series A Stock. Due to certain embedded features within the Convertible Bridge Notes, the Company elected to account for these notes and all their embedded features under the fair value option. For the three and nine months ended September 30, 2020, the Company recognized a change of $19,000 and $0.1 million in the condensed consolidated statement of operations related to increases and decreases in the fair value of the Convertible Bridge Notes. For the three and nine months ended September 30, 2020, the Company recognized approximately $8,000 and $23,000 of interest expense in connection with the Convertible Bridge Notes. Senior Convertible Notes In April 2020, $5.1 million of principal and $0.6 million of accrued interest related to certain Junior Convertible Notes were converted into Senior Convertible Notes. Of the Senior Convertible Notes issued in 2020, $2.5 million of principal and $0.4 million of accrued interest were issued to the Related Party. The Senior Convertible Notes bore interest at a rate of 6.0% per year and were set to mature on December 31, 2021 (“Maturity Date”). All of the Company’s assets, including intellectual property, were pledged as collateral to the Senior Convertible Note holders. All of the outstanding principal and accrued but unpaid interest associated with the Senior Convertible Notes converted into 844,824 shares of Series A Stock in February 2021, of which 430,467 shares were issued to the Related Party. Due to certain embedded features within the Senior Convertible Notes, the Company elected to account for these notes and all their embedded features under the fair value option. At the time of conversion, the estimated fair value of the Junior Convertible Notes was $5.7 million and was reclassified to Series A convertible preferred equity. The Company recorded a non-cash debit of $0.2 million in the condensed consolidated statement of operations for the three months ended September 30, 2020, related to an increase in fair value of the Senior Convertible Notes. The Company recorded a non-cash credit of $9,000 and $1.9 million in the condensed consolidated statement of operations for the nine months ended September 30, 2021 and 2020, respectively, related to the decrease in fair value of the Senior Convertible Notes. For the three months ended September 30, 2020, the Company recognized $0.1 million of interest expense in connection with the Senior Convertible Notes, including $45,000 payable to the Related Party. For the nine months ended September 30, 2021 and 2020, the Company recognized $45,000 and $0.2 million of interest expense in connection with the Senior Convertible Notes, including $23,000 and $88,000 payable to the Related Party, respectively. Paycheck Protection Program In May 2020, the Company entered into an original loan agreement with Pacific Western Bank as the lender (“Lender”) for a loan in an aggregate principal amount of $0.1 million (the “Loan”) pursuant to the Paycheck Protection Program (the “PPP”) under the Coronavirus Aid, Relief, and Economic Security (CARES) Act and implemented by the U.S. Small Business Administration. At December 31, 2020, the outstanding principal balance of the Loan was approximately $124,000. In June 2020, the Paycheck Protection Program Flexibility Act was enacted, which among other things, extended the deferral period for loan payments to either (1) the date that Small Business Administration remits the borrower’s loan forgiveness amount to the lender or (2) if the borrower does not apply for loan forgiveness, ten months after the end of the borrower’s loan forgiveness covered period. The Loan was set to mature in two years and bore interest at a rate of 1.0% per year, with all payments deferred through September 5, 2021. The entire PPP Loan was forgiven in July 2021 and recognized as a gain on extinguishment of debt within other income in the condensed consolidated statement of operations.

- Definition

The entire disclosure for information about short-term and long-term debt arrangements, which includes amounts of borrowings under each line of credit, note payable, commercial paper issue, bonds indenture, debenture issue, own-share lending arrangements and any other contractual agreement to repay funds, and about the underlying arrangements, rationale for a classification as long-term, including repayment terms, interest rates, collateral provided, restrictions on use of assets and activities, whether or not in compliance with debt covenants, and other matters important to users of the financial statements, such as the effects of refinancing and noncompliance with debt covenants.

+ References

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-Name Accounting Standards Codification
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Reference 4: http://www.xbrl.org/2003/role/disclosureRef
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Reference 6: http://www.xbrl.org/2003/role/disclosureRef
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Reference 7: http://www.xbrl.org/2003/role/disclosureRef
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-Publisher FASB
-Name Accounting Standards Codification
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+ Details

Convertible Preferred Stock, Redeemable Common Stock and Common Stock

9 Months Ended

Sep. 30, 2021

Temporary Equity Disclosure [Abstract]

Convertible Preferred Stock, Redeemable Common Stock and Common Stock

Series A convertible preferred stock and Series Seed convertible preferred stock

In February, March and April 2021, the Company sold 738,445 shares of Series A Stock for $7.168 per share for net proceeds of $5.0 million. The Company also issued 184,597 warrants to purchase common stock at an exercise price of $7.168 to the Series A stockholders as part of the Series A Stock financing. Additionally, the Company issued 24,134 warrants to purchase common stock at an exercise price of $7.168 to placement agents as a part of the Series A Stock financing.

In February 2021, the Company converted $6.1 million of principal and interest related to Senior Convertible Notes into 844,824 shares of Series A Stock at a price of $7.168 per share. In addition, warrants with a fair value of $0.1 million associated with the Senior Convertible Notes were reclassified into additional paid-in capital.

Immediately prior to the completion of the IPO, all of the Company’s preferred stock converted into shares of common stock (see Note 10).

The following is a summary of the rights, preferences, and terms of the Series A Stock and Series Seed Stock (collectively, Convertible Preferred Stock):

Distribution

Series A stockholders shall receive a non-cumulative distribution of 6% per year of the original capital contribution, which shall be payable upon the event of any voluntary or involuntary liquidation, dissolution or winding up of the Company (“Dissolution Event”), or the redemption or repurchase of any Series A Stock. Series Seed Stock does not receive a distribution right.

Liquidation

Upon a Dissolution Event, the holders of shares of Series A Stock shall receive the greater of 1.5 times the original issuance price plus any accrued distributions or the amount that such Series A stockholders would receive if the Series A Stock were converted to common stock, prior to any distribution with respect to Series Seed Stock or common stock.

After amounts paid out to the Series A stockholders upon a Dissolution Event, the Series Seed Stock then outstanding shall be entitled to be paid out in accordance with the positive balance in their capital accounts with respect to their Series Seed Stock, after giving effect to all contributions, distributions and allocations with respect to such Series Seed shares for all periods, before any payment shall be made to the holders of common stock.

Conversion Rights

Each share of Convertible Preferred Stock is convertible, at the option of the holder thereof, at any time, and without the payment of additional consideration, into a number of fully paid and nonassessable common stock as determined by dividing the original issue price for the Convertible Preferred Stock by the conversion price for the Convertible Preferred Stock in effect at the time of conversion, except as otherwise defined in the Operating Agreement (the “Operating Agreement”). Notwithstanding the foregoing, in the event of a liquidation, dissolution, or winding up of the Company or acquisition of the majority of the Company’s assets, the Series Seed Stock conversion right will terminate at the close of business on the last full day preceding the date fixed for the first payment of any funds and assets distributable on such event to the shareholders’ holding Series Seed Stock. No fractional common stock will be issued upon conversion of the Convertible Preferred Stock. In lieu of any fractional shares, the Company shall pay cash equal to such fraction multiplied by the fair market value of a common stock as determined in good faith by the Management Committee of the Company.

Voting Rights

In connection with the Company’s issuance of Series A Stock, the Company’s Management Committee shall be reconstituted so as to be comprised on five members, including one member appointed by a majority of the Series A stockholders, one member appointed by a majority of the Series Seed Stock holders, two independent members and the Company’s Chief Executive Officer.

Redemption

Due to certain deemed liquidation events that are outside of the control of the Company, the Series A Stock and Series Seed Stock are contingently redeemable and presented as temporary equity in the accompanying consolidated balance sheets.

Redeemable Common Stock and Common Stock

As a result of the reverse triangular merger (see Note 1), the total number of shares of stock that the Company has authority to issue is 120,000,000 shares, of which 100,000,000 shares are common stock, $0.001 par value per share, 10,000,000 shares are Undesignated Preferred Stock, $0.001 par value per share, 5,000,000 shares of Series Seed Convertible Preferred Stock, $0.001 par value per share and 5,000,000 shares of Series A Convertible Preferred Stock, $0.001 par value per share. Series Seed Stock and common stockholders do not have the power to take part in the direct management of the Company and have limited voting rights.

The Company issued 16,666 shares of common stock to Drexel during 2015 that included a put option right whereby Drexel may, at their option, request the Company repurchase the common stock held by Drexel upon the earlier of (i) several triggering events associated with insolvency and bankruptcy matters of the Company and (ii) the tenth anniversary of the original issuance of common stock to Drexel. Redemption, if elected by Drexel, is equal to the estimated fair value of common stock at the time of redemption. The shares held by Drexel are classified as temporary equity and presented outside of stockholders’ deficit within the accompanying condensed consolidated balance sheets. Changes in redemption value are recognized at each reporting period and based upon the estimated fair value of the redeemable common stock held by Drexel.

During the nine months ended September 30, 2020, the Company issued 7,512 shares of common stock to members of the board of managers as compensation for their services. No common stock was issued during the three months ended September 30, 2020. The Company recorded share-based compensation expense of $0.1 million in general and administrative expense during the nine months ended September 30, 2020. No common stock was granted during the nine months ended September 30, 2021.

Warrants for Common Stock

Since inception, the Company has granted warrants to purchase common stock at various dates. At September 30, 2021, the Company had the following warrants outstanding to acquire common stock:


	Outstanding	Exercise price		Expiration dates
Issued in 2016 and 2017	6,431	$	4.28	June 2036 to December 2037
Issued in 2018 and 2019	87,716	$	4.56	March 2038 to October 2039
Issued in 2019 to Related Party	13,281	$	4.56	April 2039
Issued as part of Series A to Related Party in 2020	52,680	$	7.17	December 2025
Issued as part of the Series A in 2021	208,731	$	7.17	February to April 2026
Issued in 2021	111,576	$	7.17	August 2026
	480,415

- Definition

The entire disclosure for shareholders' equity comprised of portions attributable to the parent entity and noncontrolling interest, including other comprehensive income. Includes, but is not limited to, balances of common stock, preferred stock, additional paid-in capital, other capital and retained earnings, accumulated balance for each classification of other comprehensive income and amount of comprehensive income.

+ References

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Reference 2: http://www.xbrl.org/2003/role/disclosureRef
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Reference 3: http://www.xbrl.org/2003/role/disclosureRef
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Reference 4: http://www.xbrl.org/2003/role/disclosureRef
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Reference 5: http://www.xbrl.org/2003/role/disclosureRef
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Reference 6: http://www.xbrl.org/2003/role/disclosureRef
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Reference 7: http://www.xbrl.org/2003/role/disclosureRef
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Reference 8: http://fasb.org/us-gaap/role/ref/legacyRef
-Publisher FASB
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Reference 9: http://www.xbrl.org/2003/role/disclosureRef
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+ Details

Share-Based Compensation

9 Months Ended

Sep. 30, 2021

Share-based Payment Arrangement [Abstract]

Share-Based Compensation

Share-based Compensation

In April 2021, Context Therapeutics Inc. adopted the 2021 Long-Term Incentive Plan (“2021 Incentive Plan”). Under the 2021 Incentive Plan, the Company can grant stock options, stock appreciation rights, restricted stock, restricted stock and stock grants. The 2021 Incentive Plan allows for the issuance of up to 1,266,092 shares of common stock (the “Share Limit”). The Share Limit will automatically increase on January 1st of each year, during the term of the 2021 Incentive Plan, commencing on January 1 of the year following the year in which the effective date occurs, in an amount equal to four percent (4%) of the total number of shares of the Company’s common stock outstanding on December 31st of the preceding calendar year; provided that the Board may determine that there will be no such increase or a smaller increase for any particular year. As of September 30, 2021, 783,733 shares remained available for future grants.

Share-based awards generally vest over a period of one to three years, and share-based awards that lapse or are forfeited are available to be granted again. The contractual life of all share-based awards is ten years. The expiration dates of the outstanding share-based awards range from January 2028 to April 2031.

The Company measures share-based awards at their grant-date fair value and records compensation expense on a straight-line basis over the service period of the awards. Share-based compensation is allocated to employees and consultants based on their respective departments. All board of directors’ compensation is charged to general and administrative expense.

The Company recorded share-based compensation expense related to the issuance of options of $18,000 and $0.1 million in research and development and general and administrative expense, respectively, during the three months ended September 30, 2021 and $26,000 and $4,000 in research and development and general and administrative expense, respectively, during the three months ended September 30, 2020. The Company recorded share-based compensation expense related to the issuance of options $0.1 million and $0.2 million in research and development and general and administrative expense, respectively, during the nine months ended September 30, 2021 and $0.1 million and $12,000 in research and development and general and administrative expense, respectively, during the nine months ended September 30, 2020.

The assumptions used in the Black-Scholes option pricing model to determine the fair value of share-based awards granted to employees during the nine months ended September 30, 2021 and 2020, respectively, were as follows:


	2021	2020
Volatility	97.50%	97.86%
Risk free rate	1.03%	0.51%
Expected term	5.77	5.44
Dividend	—	—
Fair value of common stock	$4.92	$12.87

The following table summarizes the share-based award activity for the periods presented:


	Number of Options	Weighted Average Exercise Price Per Share		Weighted Average Remaining Contractual Term (years)
Outstanding at January 1, 2021	24,830	$	17.84	8.4
Granted	411,607	$	4.95
Outstanding at September 30, 2021	436,437	$	5.69	9.5
Exercisable at September 30, 2021	90,765	$	8.08	9.1
Vested and expected to vest at September 30, 2021	436,437	$	5.69	9.5

The weighted average fair value of share-based awards granted during the nine months ended September 30, 2021 and 2020 was $3.76 and $9.34, respectively. As of September 30, 2021, the unrecognized compensation cost related to outstanding share-based awards was $1.4 million and is expected to be recognized as expense over a weighted-average period of approximately 1.78 years.

Restricted Stock Units

The Company issues restricted stock units (“RSU”) to employees and consultants that generally vest monthly over one to three-year periods. The fair value of an RSU is equal to the fair market value price of the Company’s common stock on the date of grant. RSU expense is amortized straight-line over the service period.

The following table summarizes activity related to RSU share-based payment awards:


	Number of RSUs	Weighted Average Grant Date Fair value
Unvested balance at January 1, 2021	45	$	13.55
Granted	50,096	$	1.74
Vested	16,743	$	1.74
Unvested balance at September 30, 2021	33,398	$	1.74

The Company recorded share-based compensation expense of $10,000 and $25,000 in research and development expense for the three and nine months ended September 30, 2021 related to RSUs. As of September 30, 2021, the total unrecognized expense related to all RSUs was $0.1 million, which the Company expects to recognize over a weighted-average period of 1.29 years.

Commitment and Contingencies	9 Months Ended
Commitment and Contingencies	Sep. 30, 2021
Commitments and Contingencies Disclosure [Abstract]
Commitments and Contingencies	Commitments and Contingencies Collaboration Agreement with Tyligand Bioscience In March 2020, the Company entered into a license (the “Tyligand License Agreement”) and process development agreement (the “Tyligand Process Development Agreement”) (collectively, the “Tyligand Agreements”) with Tyligand Bioscience (Shanghai) Limited (“Tyligand”) for the development, manufacturing, registration and future commercialization of onapristone extended release (“ONA-XR”). Under the terms of the Tyligand Agreements, Tyligand will be solely responsible for the design and optimization of an improved manufacturing process for ONA-XR. Upon completion of specific performance-based milestones, Tyligand will be granted the exclusive right to ONA-XR and will be solely responsible for the development and commercialization of ONA-XR in China, Hong Kong and Macau (the “Territory”). The Company will retain rest of world rights to commercialize ONA-XR. Under the Tyligand Process Development Agreement, the Company is obligated to pay Tyligand $0.8 million and a certain number of warrants exercisable for common stock upon successful completion of the manufacturing development plan, $2.0 million upon the completion of scale-up of the first cumulative 100 kilograms of the GMP-grade compound and $3.0 million upon the Company’s completion of scale-up of the first cumulative 300 kilograms of the GMP-grade compound. In consideration of and upon Tyligand’s successful completion of the development plan, within 30 days at the end of each calendar quarter, the Company shall pay Tyligand 1% of net sales of finished product utilizing the compound substantially manufactured in accordance with the process and specifications outlined in the Tyligand Process Development Agreement. Per the Tyligand License Agreement, Tyligand shall pay the Company a non-refundable, non-creditable royalty at a rate in the mid-single digits of the net sales of each product in the Territory in each calendar quarter commencing with the first commercial sale of such product in the field in the Territory and ending upon the latest of (i) the sale of a generic product in the territory and (ii) 15 years after the date of the first commercial sale of product in the territory. In August 2021, upon successful completion of the process development plan with Tyligand, the Company issued Tyligand warrants to purchase 111,576 shares of common stock at an exercise price of $7.17 per share. The Company recognized an expense and liability of $0.4 million to account for the fair value of the warrants upon completion of the manufacturing development plan in June 2021. Upon issuance of the warrants in August 2021, the Company reclassified the $0.4 million liability into equity. The Company has expensed $0.8 million related to the process development plan as of September 30, 2021. Additionally, while the Company’s license agreement with Tyligand was signed in March 2020, the parties acknowledged that such signature was premature since the ‘successful completion’ under the process development agreement had not yet occurred, and as such, the parties properly executed the license agreement upon such successful completion in August 2021. Collaboration and Licensing Agreement with Integral Molecular In April 2021, the Company entered into a collaboration and licensing agreement with Integral Molecular, Inc. (“Integral”) for the development of an anti-claudin 6 (“CLDN6”) bispecific monoclonal antibody (“BsMAb”) for gynecologic cancer therapy. Under the terms of the agreement, Integral and the Company will develop CLDN6 bispecific antibodies that trigger the activation of T cells and eliminate cancer cells displaying CLND6. The Company will conduct preclinical and all clinical development, as well as regulatory and commercial activities through exclusive worldwide rights to develop and commercialize the novel CLDN6 candidates. The Company paid an upfront license fee of $0.3 million and granted 418,559 shares of Series A Stock with a fair market value of approximately $2.8 million, and these costs were expensed to acquired in-process research and development during the nine months ended September 30, 2021. As a part of the agreement, Integral will be eligible to receive development and regulatory milestone payments totaling up to $55.3 million, sales milestone payments totaling up to $130 million, and tiered royalties of up to 12% of net sales of certain products developed under this agreement.

Related Party Transactions	9 Months Ended
Related Party Transactions	Sep. 30, 2021
Related Party Transactions [Abstract]
Related Party Transactions	Related Party Transactions Since inception through September 30, 2021, the Company entered into various convertible note agreements with the Related Party. The terms of the convertible notes and their subsequent conversions are further described in more detail in Note 5 and Note 6.

Subsequent Events	9 Months Ended
Subsequent Events	Sep. 30, 2021
Subsequent Events [Abstract]
Subsequent Events	Subsequent Events Closing of initial public offering In October 2021, the Company closed an IPO, in which it issued and sold 5,750,000 shares at a public offering price of $5.00 per share. Immediately prior to the completion of the IPO, all of the Company’s preferred stock converted into an aggregate of 4,836,867 shares of common stock and 480,415 warrants converted into 9,816 shares of common stock. The Company received gross proceeds of approximately $28.8 million as a result of the offering. Private placement On December 1, 2021, the Company entered into a definitive securities purchase agreement for a private placement of 5,000,000 shares of common stock together with warrants to purchase 5,000,000 shares of common stock that will result in gross proceeds of approximately $31.3 million, before deducting placement offering expenses. Each share of common stock and accompanying warrant are being sold together at a combined offering price of $6.25. The warrants have a term of 5.5 years and an exercise price of $6.25 per share. The private placement is expected to close on December 6, 2021, subject to customary closing conditions.

Basis of Presentation and Summary of Significant Accounting Policies (Policies)	9 Months Ended
	Sep. 30, 2021
Accounting Policies [Abstract]
Basis of Presentation	Basis of Presentation and Principles of Consolidation The accompanying unaudited condensed consolidated financial statements have been prepared pursuant to the rules and regulations of the Securities and Exchange Commission (“SEC”). Certain information and note disclosures normally included in annual financial statements prepared in accordance with U.S. generally accepted accounting principles (“GAAP”) have been condensed or omitted pursuant to those rules and regulations, although the Company believes that the disclosures made are adequate to make the information not misleading. Any reference in these notes to applicable guidance is meant to refer to GAAP as found in the Accounting Standards Codification (“ASC”) and Accounting Standards Updates (“ASU”) of the Financial Accounting Standards Board (“FASB”). In the opinion of management, the accompanying unaudited condensed consolidated financial statements include all normal and recurring adjustments (which consist primarily of accruals and estimates that impact the financial statements) considered necessary to present fairly the Company’s financial position as of September 30, 2021, and its results of operations for the three and nine months ended September 30, 2021 and 2020 and cash flows for the nine months ended September 30, 2021 and 2020. Operating results for the three and nine months ended September 30, 2021 are not necessarily indicative of the results that may be expected for the year ending December 31, 2021. The unaudited condensed consolidated financial statements, presented herein, do not contain the required disclosures under GAAP for annual financial statements. The accompanying unaudited condensed consolidated financial statements should be read in conjunction with the annual audited consolidated financial statements and related notes as of and for the year ended December 31, 2020. The consolidated financial information as of December 31, 2020 included herein has been derived from the annual audited consolidated financial statements.
Principles of Consolidation	The unaudited condensed consolidated financial statements include the accounts of the Company, Context Therapeutics LLC, Context Biopharma, Inc. and Context Ireland Ltd., the Company’s wholly owned subsidiaries. All intercompany accounts and transactions have been eliminated in consolidation.
Use of Estimates	Use of Estimates The preparation of condensed consolidated financial statements in conformity with GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and contingent liabilities at the date of the consolidated financial statements and the reported amounts of expenses during the reporting period. Actual results could differ from those estimates. Estimates and assumptions are periodically reviewed, and the effects of the revisions are reflected in the accompanying unaudited interim condensed consolidated financial statements in the period they are determined to be necessary. Significant estimates and assumptions made in the accompanying unaudited interim condensed consolidated financial statements include, but are not limited to, the fair value of common stock, share-based compensation arrangements, the fair value of convertible debt and in recording the prepayments, accruals and associated expense for research and development activities performed for the Company by third parties.
Concentrations of Credit Risk	Concentrations of Credit Risk Financial instruments that potentially subject the Company to significant concentrations of credit risk consist primarily of cash and cash equivalents. The Company maintains deposits in federally insured financial institutions in excess of federally insured limits. The Company has not experienced any losses in such accounts and management believes that the Company is not exposed to significant credit risk due to the financial position of the depository institutions in which those deposits are held.
Segment Information	Segment Information Operating segments are defined as components of an enterprise about which separate discrete information is available for evaluation by the chief operating decision maker, or decision-making group, in deciding how to allocate resources and in assessing performance. The Company views its operations and manages its business in one segment.
Fair Value of Financial Instruments	Fair Value of Financial Instruments At September 30, 2021 and December 31, 2020, the Company’s level 1 financial instruments included cash equivalents and accounts payable. The carrying amounts of these assets and liabilities approximate fair value due to their short-term nature. Convertible promissory notes are recorded at approximate fair value on a recurring basis
Cash and Cash Equivalents	Cash and Cash Equivalents The Company considers all highly liquid investments that have original maturities of three months or less when acquired to be cash equivalents. Cash equivalents consist of amounts invested in money market funds.
Deferred Offering Costs	Deferred Offering Costs The Company capitalizes certain legal, professional, accounting and other third-party fees that are directly associated with in-process equity financings as deferred offering costs until such financings are consummated. After consummation of an equity financing, the costs are recorded as a reduction of additional paid-in capital generated as a result of such offering. Should an in-process equity financing be abandoned, the deferred offering costs will be expensed immediately as a charge to operating expenses in the consolidated statements of operations.
Convertible Preferred Stock and Redeemable Common Stock	Convertible Preferred Stock and Redeemable Common Stock The Company accounts for its convertible preferred stock subject to possible conversion in accordance with ASC 480, Distinguishing Liabilities from Equity. Conditionally convertible preferred stock (including stock that feature conversion rights that are either within the control of the holder or subject to conversion upon the occurrence of uncertain events not solely within the Company’s control) are classified as temporary equity. The Company’s convertible preferred stock feature redemption rights that are considered by the Company to be outside of the Company’s control and subject to the occurrence of uncertain future events. Accordingly, at September 30, 2021 and December 31, 2020, the convertible preferred stock subject to contingent redemption is presented as temporary equity, outside of the stockholders’ deficit section of the Company’s unaudited interim condensed consolidated balance sheets. For more information related to the redemption and conversion features of convertible preferred stock, see Note 6. Certain common stock issued to Drexel University (“Drexel”) contain put option rights whereby Drexel may, at their option, request the Company to redeem the common stock held by Drexel and at the estimated fair value of the common stock at the time of redemption. Drexel’s common stock are presented as temporary equity and subsequently remeasured to their estimated redemption value at each reporting period. Drexel’s put option right terminated immediately prior to and upon consummation of the IPO.
Acquired In-Process Research and Development Costs	Acquired In-Process Research and Development Costs Acquired in-process research and development (“IPR&D”) expense consists of the initial up-front payments incurred in connection with the acquisition or licensing of products or technologies that do not meet the definition of a business under FASB ASC Topic 805, Business Combinations.
Research and Development Costs	Research and Development Costs Research and development costs are expensed as incurred. Research and development costs include salaries, share-based compensation, and other operational costs related to the Company’s research and development activities and external costs of outside vendors engaged to conduct clinical studies and other research and development activities. The Company makes estimates of prepaid/accrued expenses as of each balance sheet date in the financial statements based on facts and circumstances known at that time. If the actual timing of the performance of services or the level of effort varies from the estimate, the Company will adjust the accrual accordingly. Nonrefundable advance payments for goods and services, including fees for clinical trial expenses, process development or manufacturing and distribution of clinical supplies that will be used in future research and development activities, are deferred and recognized as expense in the period that the related goods are consumed or services are performed.
Share-based Compensation	Share-Based Compensation The Company measures and recognizes share-based compensation expense for both employee and nonemployee awards based on the grant date fair value of the awards. The Company recognizes share-based compensation expense on a straight-line basis over the requisite service period of the awards, which is generally the vesting period. The Company recognizes forfeitures as they occur. The Company classifies share-based compensation expense in its unaudited interim condensed consolidated statements of operations in the same manner in which the award recipients’ payroll costs are classified or in which the award recipients’ service payments are classified. The Company estimates the fair value of employee and non-employee stock awards as of the date of grant using the Black-Scholes option pricing model. Until its IPO that closed in October 2021, the Company historically has been a private company and lacks Company-specific historical and implied volatility information. Therefore, management estimates the expected share price volatility based on the historical volatility of a publicly traded set of peer companies and expects to continue to do so until such time as it has adequate historical data regarding the volatility of its own publicly traded share price. The expected term of the Company’s stock awards has been determined utilizing the “simplified” method for awards that qualify as “plain-vanilla” stock awards. The risk-free interest rate is determined by reference to the yield curve of a zero-coupon U.S. Treasury bond on the date of grant of the award for time periods approximately equal to the expected term of the award. Expected dividend yield is based on the fact that the Company has never paid cash dividends on common stock and does not expect to pay any cash dividends in the foreseeable future. In addition, the Company measures and recognizes share-based compensation expense for advisors, officers and director restricted share-based awards based on the grant date fair value of the awards.
Income (Loss) Per Share	Net Income (Loss) Per Share The Company computes net income (loss) per share using the weighted-average number of common shares outstanding during the period. For periods with a net loss, basic and diluted net loss per share are the same because the conversion, exercise or issuance of all potential common stock equivalents, which comprise the entire amount of the Company’s outstanding convertible promissory notes, preferred stock, warrants and share-based awards, would be anti-dilutive. For the nine months ended September 30, 2020, the Company used the two-class method to compute basic net income per common share. Under this method, undistributed earnings are allocated to common stock, the Series Seed Preferred Stock, and the Series A Preferred Stock to the extent that the preferred stockholders may share in earnings. In periods of net loss, losses are not allocated to participating securities as the holders of such securities have no obligation to fund losses. The total earnings allocated to common stock is then divided by the weighted average common shares outstanding to determine the basic income per share. For purposes of calculating diluted income (loss) per common share, the denominator includes both the weighted average common shares outstanding and the number of common stock equivalents if the inclusion of such common stock equivalents would be dilutive. Dilutive common stock equivalents potentially include warrants and share-based awards using the treasury stock method. In addition, the Company considers the potential dilutive impact of its preferred stock and convertible debt using the treasury stock and if-converted methods, if either is more dilutive than the two-class method. The two-class method was more dilutive for the nine months ended September 30, 2020.
Recently Issued Accounting Pronouncements	Recently Issued Accounting Pronouncements In February 2016, the FASB issued ASU 2016-02, Leases (Topic 842), in order to increase transparency and comparability among organizations by, among other provisions, recognizing lease assets and lease liabilities on the balance sheet for those leases classified as operating leases under previous GAAP. In transition, entities may also elect a package of practical expedients that must be applied in its entirety to all leases commencing before the adoption date, unless the lease is modified, and permits entities to not reassess (a) the existence of a lease, (b) the lease classification or (c) the determination of initial direct costs, as of the adoption date, which effectively allows entities to carryforward accounting conclusions under previous GAAP. In July 2018, the FASB issued ASU 2018-11, Leases (Topic 842): Targeted Improvements, which provides entities an optional transition method to apply the guidance under Topic 842 as of the adoption date, rather than as of the earliest period presented. In June 2020, the FASB issued ASU 2020-05 that further delayed the effective date of Topic 842 to fiscal years beginning July 1, 2022, and interim periods within those years. The Company is currently evaluating the impact of adopting this guidance to its consolidated financial statements but does not believe this adoption will have a material impact due to the fact that the Company does not have any long-term lease commitments. In June 2016, the FASB issued ASU 2016-13, Financial Instruments—Credit Losses: Measurement of Credit Losses on Financial Instruments, which requires measurement and recognition of expected credit losses for financial assets held at the reporting date based on historical experience, current conditions, and reasonable and supportable forecasts. This is different from the current guidance as this will require immediate recognition of estimated credit losses expected to occur over the remaining life of many financial assets. The new guidance will be effective for the Company on July 1, 2023. The Company is currently evaluating the impact of adopting this guidance to its consolidated financial statements. In December 2019, the FASB issued ASU 2019-12, Income Taxes (Topic 740)—Simplifying the Accounting for Income Taxes. ASU 2019-12 simplifies the accounting for income taxes by removing exceptions within the general principles of Topic 740 regarding the calculation of deferred tax liabilities, the incremental approach for intraperiod tax allocation, and calculating income taxes in an interim period. In addition, the ASU adds clarifications to the accounting for franchise tax (or similar tax), which is partially based on income, evaluating tax basis of goodwill recognized from a business combination and reflecting the effect of any enacted changes in tax laws or rates in the annual effective tax rate computation in the interim period that includes the enactment date. The ASU is effective for fiscal year beginning after December 15, 2021, and will be applied either retrospectively or prospectively based upon the applicable amendments. Early adoption is permitted. The Company is currently evaluating the impact of adopting this guidance to its consolidated financial statements.

Basis of Presentation and Summary of Significant Accounting Policies (Tables)

9 Months Ended

Sep. 30, 2021

Accounting Policies [Abstract]

Schedule of Antidilutive Securities Excluded from Computation of Earnings Per Share

The following potentially dilutive securities have been excluded from the computation of diluted weighted-average shares of common stock outstanding, as they would be anti-dilutive:


	Three Months Ended		Nine Months Ended
	September 30, 2021	September 30, 2020	September 30, 2021	September 30, 2020
Convertible promissory notes	—	783,127	—	—
Series Seed convertible preferred stock	2,624,324	2,624,324	2,624,324	—
Series A convertible preferred stock	2,212,543	83,707	2,212,543	—
Stock Options	436,437	24,830	436,437	24,830
Unvested restricted stock awards	33,397	88	33,397	88
Warrants	480,415	128,355	480,415	128,355
	5,787,116	3,644,431	5,787,116	153,273

Schedule of Basic and Diluted Earnings Per Share


	Three Months Ended				Nine Months Ended
	September 30, 2021		September 30, 2020		September 30, 2021		September 30, 2020
Basic net income (loss) per common share calculation:
Net income (loss) attributable to common shareholders	$	(1,442,792)	$	(876,237)	$	(7,365,005)	$	7,429,214
Less: undistributed earnings to participating securities	—		—		—		(6,021,339)
Net income (loss) attributable to common shareholders - basic	(1,442,792)		(876,237)		(7,365,005)		1,407,875
Weighted average common shares outstanding - basic	361,067		348,382		355,087		348,348
Net income (loss) per share - basic	$	(4.00)	$	(2.52)	$	(20.74)	$	4.04
Diluted net income (loss) per common share calculation:
Net income (loss) attributable to common shareholders	$	(1,442,792)	$	(876,237)	$	(7,365,005)	$	7,429,214
Less: undistributed earnings to participating securities	—		—		—		(6,021,339)
Less: change in fair value of convertible promissory notes and interest expense	—		—		—		(9,231,838)
Net loss attributable to common shareholders – diluted	(1,442,792)		(876,237)		(7,365,005)		(7,823,963)
Weighted average common shares outstanding - basic	361,067		348,382		355,087		348,348
Convertible securities	—		—		—		1,988,679
Weighted average common shares outstanding - diluted	361,067		348,382		355,087		2,337,027
Net income (loss) per share - diluted	$	(4.00)	$	(2.52)	$	(20.74)	$	(3.35)

Fair Value Measurements (Tables)

9 Months Ended

Sep. 30, 2021

Fair Value Disclosures [Abstract]

Schedule of assets and liabilities measured at fair value on a recurring basis

In accordance with the fair value hierarchy described above, the following table sets forth the Company’s assets and liabilities measured at fair value on a recurring basis:


			September 30, 2021
	Total		Quoted Prices in Active Markets for Identical Assets (Level 1)		Significant Other Observable Inputs (Level 2)		Significant Unobservable Inputs (Level 3)
Financial assets
Cash equivalents (Money Market Funds)	$	50,384	$	50,384	$	—	$	—


			December 31, 2020
	Total		Quoted Prices in Active Markets for Identical Assets (Level 1)		Significant Other Observable Inputs (Level 2)		Significant Unobservable Inputs (Level 3)
Financial assets
Cash equivalents (Money Market Funds)	$	50,367	$	50,367	$	—	$	—
Liabilities
Convertible Promissory Notes	$	5,829,292	$	—	$	—	$	5,829,292

Roll-forward of fair values of liabilities


Balance at December 31, 2020	$	5,829,292
Fair value adjustments	(9,317)
Accrued interest	46,315
Conversion of Senior Convertible Notes into Series A Stock	(5,866,290)
Balance at September 30, 2021	$	—


Balance at December 31, 2019	$	21,842,931
Issuance of Convertible Bridge Notes	25,000
Fair value adjustments	(9,798,628)
Accrued interest	566,287
Conversion of Junior Convertible Notes into Series Seed Stock	(6,291,288)
Balance at September 30, 2020	$	6,344,302

Convertible Preferred Stock, Redeemable Common Stock and Common Stock (Tables)

9 Months Ended

Sep. 30, 2021

Temporary Equity Disclosure [Abstract]

Schedule of Warrants Outstanding

Since inception, the Company has granted warrants to purchase common stock at various dates. At September 30, 2021, the Company had the following warrants outstanding to acquire common stock:


	Outstanding	Exercise price		Expiration dates
Issued in 2016 and 2017	6,431	$	4.28	June 2036 to December 2037
Issued in 2018 and 2019	87,716	$	4.56	March 2038 to October 2039
Issued in 2019 to Related Party	13,281	$	4.56	April 2039
Issued as part of Series A to Related Party in 2020	52,680	$	7.17	December 2025
Issued as part of the Series A in 2021	208,731	$	7.17	February to April 2026
Issued in 2021	111,576	$	7.17	August 2026
	480,415

Share-Based Compensation (Tables)

9 Months Ended

Sep. 30, 2021

Share-based Payment Arrangement [Abstract]

Schedule of Assumptions Used to Determine Fair Value of Share-Based Awards


	2021	2020
Volatility	97.50%	97.86%
Risk free rate	1.03%	0.51%
Expected term	5.77	5.44
Dividend	—	—
Fair value of common stock	$4.92	$12.87

Schedule of Share-Based Award Activity

The following table summarizes the share-based award activity for the periods presented:


	Number of Options	Weighted Average Exercise Price Per Share		Weighted Average Remaining Contractual Term (years)
Outstanding at January 1, 2021	24,830	$	17.84	8.4
Granted	411,607	$	4.95
Outstanding at September 30, 2021	436,437	$	5.69	9.5
Exercisable at September 30, 2021	90,765	$	8.08	9.1
Vested and expected to vest at September 30, 2021	436,437	$	5.69	9.5

Schedule of RSU Share-Based Payment Award Activity

The following table summarizes activity related to RSU share-based payment awards:


	Number of RSUs	Weighted Average Grant Date Fair value
Unvested balance at January 1, 2021	45	$	13.55
Granted	50,096	$	1.74
Vested	16,743	$	1.74
Unvested balance at September 30, 2021	33,398	$	1.74

Organization and Description of Business (Details)	Apr. 30, 2021
Context Therapeutics LLC
Noncontrolling Interest [Line Items]
Ownership percentage by parent	100.00%

Risks and Liquidity - Narrative (Details) - USD ($)		1 Months Ended
Risks and Liquidity - Narrative (Details) - USD ($)	Dec. 01, 2021	Oct. 31, 2021	Sep. 30, 2021	Dec. 31, 2020
Unusual Risk or Uncertainty [Line Items]
Accumulated deficit			$ (26,162,575)	$ (18,797,570)
Cash and cash equivalents			$ 419,152	$ 341,037
Warrants prior to conversion (in shares)			480,415
Subsequent event
Unusual Risk or Uncertainty [Line Items]
Proceeds from initial public offering		$ 28,800,000
Conversion of preferred stock into common stock (in shares)		4,836,867
Shares issued upon conversion of warrants (in shares)		9,816
Subsequent event \| Placement Agent Warrants
Unusual Risk or Uncertainty [Line Items]
Number of securities called by warrants (in shares)		250,000
Warrant exercise price (in dollars per share)		$ 6.25
Warrants, term from date of issuance		5 years
Subsequent event \| December 2021 Private Placement Warrants
Unusual Risk or Uncertainty [Line Items]
Number of securities called by warrants (in shares)	5,000,000
Warrant exercise price (in dollars per share)	$ 6.25
Warrants, term from date of issuance	5 years 6 months
Subsequent event \| IPO
Unusual Risk or Uncertainty [Line Items]
Number of shares issued in transaction		5,750,000
Sale of stock, price per share (in dollars per share)		$ 5.00
Subsequent event \| Private Placement
Unusual Risk or Uncertainty [Line Items]
Stock issuance, consideration received	$ 31,300,000
Number of shares issued in transaction	5,000,000
Sale of stock, price per share (in dollars per share)	$ 6.25

Basis of Presentation and Summary of Significant Accounting Policies - Narrative (Details)	3 Months Ended		9 Months Ended
	Sep. 30, 2021 USD ($)	Sep. 30, 2020 USD ($)	Sep. 30, 2021 USD ($) segment	Sep. 30, 2020 USD ($)	Dec. 31, 2020 USD ($)
Accounting Policies [Abstract]
Number of operating segments \| segment			1
Deferred offering costs	$ 1,800,000		$ 1,800,000		$ 100,000
Acquired in-process research and development charge	$ 0	$ 0	$ 3,087,832	$ 0

Basis of Presentation and Summary of Significant Accounting Policies - Schedule of Antidilutive Securities Excluded from Computation of Earnings Per Share (Details) - shares	3 Months Ended		9 Months Ended
	Sep. 30, 2021	Sep. 30, 2020	Sep. 30, 2021	Sep. 30, 2020
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items]
Antidilutive securities excluded from computation of diluted weighted-average shares of common stock outstanding	5,787,116	3,644,431	5,787,116	153,273
Convertible promissory notes
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items]
Antidilutive securities excluded from computation of diluted weighted-average shares of common stock outstanding	0	783,127	0	0
Series Seed Preferred Stock
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items]
Antidilutive securities excluded from computation of diluted weighted-average shares of common stock outstanding	2,624,324	2,624,324	2,624,324	0
Series A Preferred Stock
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items]
Antidilutive securities excluded from computation of diluted weighted-average shares of common stock outstanding	2,212,543	83,707	2,212,543	0
Stock Options
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items]
Antidilutive securities excluded from computation of diluted weighted-average shares of common stock outstanding	436,437	24,830	436,437	24,830
Restricted Stock Units (RSUs) [Member]
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items]
Antidilutive securities excluded from computation of diluted weighted-average shares of common stock outstanding	33,397	88	33,397	88
Warrants
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items]
Antidilutive securities excluded from computation of diluted weighted-average shares of common stock outstanding	480,415	128,355	480,415	128,355

Basis of Presentation and Summary of Significant Accounting Policies - Schedule of Basic and Diluted Earnings Per Share (Details) - USD ($)	3 Months Ended						9 Months Ended
	Sep. 30, 2021	Jun. 30, 2021	Mar. 31, 2021	Sep. 30, 2020	Jun. 30, 2020	Mar. 31, 2020	Sep. 30, 2021	Sep. 30, 2020
Basic net income (loss) per common share calculation:
Net income (loss)	$ (1,442,792)	$ (5,030,164)	$ (892,049)	$ (876,237)	$ 7,478,971	$ 826,480	$ (7,365,005)	$ 7,429,214
Less: undistributed earnings to participating securities	0			0			0	(6,021,339)
Net income (loss) attributable to common shareholders - basic	$ (1,442,792)			$ (876,237)			$ (7,365,005)	$ 1,407,875
Weighted average common shares outstanding - basic (in shares)	361,067			348,382			355,087	348,348
Net income (loss) per share - basic (in dollars per share)	$ (4.00)			$ (2.52)			$ (20.74)	$ 4.04
Diluted net income (loss) per common share calculation:
Net income (loss) attributable to common shareholders	$ (1,442,792)	$ (5,030,164)	$ (892,049)	$ (876,237)	$ 7,478,971	$ 826,480	$ (7,365,005)	$ 7,429,214
Less: undistributed earnings to participating securities	0			0			0	(6,021,339)
Less: change in fair value of convertible promissory notes and interest expense	0			0			0	(9,231,838)
Net loss attributable to common shareholders – diluted	$ (1,442,792)			$ (876,237)			$ (7,365,005)	$ (7,823,963)
Weighted average common shares outstanding - basic (in shares)	361,067			348,382			355,087	348,348
Convertible securities (in shares)	0			0			0	1,988,679
Weighted average common shares outstanding - diluted (in shares)	361,067			348,382			355,087	2,337,027
Net income (loss) per share - diluted (in dollars per share)	$ (4.00)			$ (2.52)			$ (20.74)	$ (3.35)

Fair Value Measurements - Schedule of assets and liabilities measured at fair value on a recurring basis (Details) - Recurring - USD ($)	Sep. 30, 2021	Dec. 31, 2020
Liabilities
Convertible Promissory Notes		$ 5,829,292
Level 1
Liabilities
Convertible Promissory Notes		0
Level 2
Liabilities
Convertible Promissory Notes		0
Level 3
Liabilities
Convertible Promissory Notes		5,829,292
Money market funds
Financial assets
Cash equivalents	$ 50,384	50,367
Money market funds \| Level 1
Financial assets
Cash equivalents	50,384	50,367
Money market funds \| Level 2
Financial assets
Cash equivalents	0	0
Money market funds \| Level 3
Financial assets
Cash equivalents	$ 0	$ 0

Fair Value Measurements - Roll-forward of fair values of liabilities (Details) - Convertible debt - USD ($)	9 Months Ended
	Sep. 30, 2021	Sep. 30, 2020	Dec. 31, 2020	Dec. 31, 2019
Fair Value, Liabilities Measured on Recurring Basis, Unobservable Input Reconciliation, Calculation [Roll Forward]
Fair value, beginning balance	$ 0	$ 6,344,302	$ 5,829,292	$ 21,842,931
Issuance of Convertible Bridge Notes		25,000
Fair value adjustments	(9,317)	(9,798,628)
Accrued interest	46,315	566,287
Conversion of debt into equity	(5,866,290)	(6,291,288)
Fair value, ending balance	$ 0	$ 6,344,302

Convertible Promissory Notes (Details) - USD ($)		1 Months Ended				3 Months Ended		6 Months Ended	9 Months Ended		33 Months Ended
Convertible Promissory Notes (Details) - USD ($)	Dec. 22, 2020	Feb. 28, 2021	May 31, 2020	Apr. 30, 2020	Apr. 30, 2019	Sep. 30, 2021	Sep. 30, 2020	Mar. 31, 2020	Sep. 30, 2021	Sep. 30, 2020	Dec. 31, 2017	Dec. 31, 2020	Jul. 31, 2019	Dec. 31, 2018
Debt Instrument [Line Items]
Interest expense						$ 1,261	$ 95,211		$ 64,555	$ 566,790
Convertible Notes Payable \| Junior Convertible Notes
Debt Instrument [Line Items]
Converted amount			$ 6,300,000	$ 5,700,000
Convertible debt beneficial conversion feature			$ 7,700,000
Converted principal				5,100,000
Converted interest				600,000
Convertible Notes Payable \| Junior Convertible Notes \| Series Seed Preferred Stock
Debt Instrument [Line Items]
Shares issued as a result of converted debt (in shares)			2,615,553
Convertible Notes Payable \| Junior Convertible Notes \| Series Seed Preferred Stock \| Chief Financial Officer And Immediate Family Member
Debt Instrument [Line Items]
Shares issued as a result of converted debt (in shares)			840,363
Convertible Notes Payable \| Junior Convertible Notes, Inception Through December 2018
Debt Instrument [Line Items]
Issue date fair value														$ 15,800,000
Face amount														$ 10,700,000
Convertible Notes Payable \| Junior Convertible Notes, Inception Through December 2018 \| Minimum
Debt Instrument [Line Items]
Stated interest rate														3.00%
Convertible Notes Payable \| Junior Convertible Notes, Inception Through December 2018 \| Maximum
Debt Instrument [Line Items]
Stated interest rate														7.73%
Convertible Notes Payable \| Junior Convertible Notes, January 2019 through April 2019
Debt Instrument [Line Items]
Face amount					$ 1,500,000
Convertible Notes Payable \| Junior Convertible Notes, January 2019 through April 2019 \| Minimum
Debt Instrument [Line Items]
Stated interest rate					6.00%
Convertible Notes Payable \| Junior Convertible Notes, January 2019 through April 2019 \| Maximum
Debt Instrument [Line Items]
Stated interest rate					15.00%
Convertible Notes Payable \| Junior Convertible Notes, April 2019 \| Chief Financial Officer And Immediate Family Member
Debt Instrument [Line Items]
Notes issued to related parties					$ 1,900,000
Interest rate of notes payable to related parties					15.00%
Convertible Notes Payable \| Junior Convertible Notes, July 2019
Debt Instrument [Line Items]
Face amount													$ 1,200,000
Convertible Notes Payable \| Bridge Note Qualified Financing
Debt Instrument [Line Items]
Immediate conversion financing proceeds threshold								$ 1,000,000
Conversion ratio								0.80
Convertible Notes Payable \| Bridge Note Qualified Financing \| Affiliated Entity
Debt Instrument [Line Items]
Notes issued to related parties								$ 500,000
Interest rate of notes payable to related parties								6.00%
Convertible Notes Payable \| Bridge Note Qualified Financing \| Series A Preferred Stock \| Affiliated Entity
Debt Instrument [Line Items]
Shares issued as a result of converted debt (in shares)	78,178
Convertible Notes Payable \| Convertible Bridge Notes
Debt Instrument [Line Items]
Convertible debt beneficial conversion feature							19,000			100,000
Interest expense							8,000			23,000
Convertible Notes Payable \| Senior Convertible Notes, April 2020
Debt Instrument [Line Items]
Converted amount		$ 6,100,000
Convertible debt beneficial conversion feature							200,000		9,000	1,900,000
Interest expense							100,000		45,000	200,000
Convertible Notes Payable \| Senior Convertible Notes, April 2020 \| Affiliated Entity
Debt Instrument [Line Items]
Notes issued to related parties				$ 2,500,000
Interest rate of notes payable to related parties				6.00%
Accrued interest				$ 400,000
Interest expense payable to related party							$ 45,000		$ 23,000	$ 88,000
Convertible Notes Payable \| Senior Convertible Notes, April 2020 \| Series A Preferred Stock
Debt Instrument [Line Items]
Shares issued as a result of converted debt (in shares)		844,824
Convertible Notes Payable \| Senior Convertible Notes, April 2020 \| Series A Preferred Stock \| Affiliated Entity
Debt Instrument [Line Items]
Shares issued as a result of converted debt (in shares)		430,467
Loans Payable \| Demand Notes \| Chief Financial Officer And Immediate Family Member
Debt Instrument [Line Items]
Notes issued to related parties											$ 1,800,000
Loans Payable \| Demand Notes \| Minimum \| Chief Financial Officer And Immediate Family Member
Debt Instrument [Line Items]
Interest rate of notes payable to related parties											3.00%
Loans Payable \| Demand Notes \| Maximum \| Chief Financial Officer And Immediate Family Member
Debt Instrument [Line Items]
Interest rate of notes payable to related parties											6.00%
Payment Protection Program Loan
Debt Instrument [Line Items]
Face amount			$ 100,000
Stated interest rate			1.00%
Outstanding principal balance												$ 124,000

Convertible Preferred Stock, Redeemable Common Stock and Common Stock - Narrative (Details)	1 Months Ended	3 Months Ended					9 Months Ended
	Feb. 28, 2021 USD ($) $ / shares shares	Jun. 30, 2021 USD ($) shares	Apr. 30, 2021 USD ($) $ / shares shares	Mar. 31, 2021 USD ($) shares	Sep. 30, 2020 USD ($) shares	Jun. 30, 2020 USD ($) shares	Sep. 30, 2021 member $ / shares shares	Sep. 30, 2020 USD ($) shares	Dec. 31, 2015 shares	Dec. 31, 2020 $ / shares shares
Class of Warrant or Right [Line Items]
Warrants prior to conversion (in shares)							480,415
Warrants reclassified into additional paid-in-capital \| $	$ 100,000
Distribution percentage							6.00%
Liquidation preference multiple							1.5
Number of board members \| member							5
Number of independent board members \| member							2
Total shares authorized (in shares)							120,000,000			120,000,000
Common stock, shares authorized (in shares)							100,000,000
Common stock, par value (in dollars per share) \| $ / shares							$ 0.001			$ 0.001
Temporary equity, par value (in dollars per share) \| $ / shares							$ 0.001			$ 0.001
Common stock, shares issued (in shares)					0		0	7,512
Issued to placement agents
Class of Warrant or Right [Line Items]
Warrants prior to conversion (in shares)			24,134
Warrant exercise price (in dollars per share) \| $ / shares			$ 7.168
Warrants reclassified into additional paid-in-capital \| $		$ 30,409
Issued to Series A Stockholders
Class of Warrant or Right [Line Items]
Warrants prior to conversion (in shares)			184,597
Warrant exercise price (in dollars per share) \| $ / shares			$ 7.168
Research and Development Expense
Class of Warrant or Right [Line Items]
Share-based compensation expense \| $								$ 100,000
Senior Convertible Notes, April 2020 \| Convertible Notes Payable
Class of Warrant or Right [Line Items]
Converted amount \| $	$ 6,100,000
Series A Preferred Stock
Class of Warrant or Right [Line Items]
Temporary equity new shares issued (in shares)		285,351	738,445	453,094	62,781	20,926
Temporary equity, price per share (in dollars per share) \| $ / shares			$ 7.168
Fair value of Series A preferred stock issued in conjunction with collaboration and licensing agreement \| $		$ 1,948,309	$ 5,000,000	$ 3,034,526	$ 450,000	$ 150,000
Number of board members appointed by shareholders \| member							1
Temporary equity, shares authorized (in shares)							5,000,000
Temporary equity, par value (in dollars per share) \| $ / shares							$ 0.001
Series A Preferred Stock \| Senior Convertible Notes, April 2020 \| Convertible Notes Payable
Class of Warrant or Right [Line Items]
Shares issued as a result of converted debt (in shares)	844,824
Debt conversion, price per share (in dollars per share) \| $ / shares	$ 7.168
Series Seed Preferred Stock
Class of Warrant or Right [Line Items]
Temporary equity new shares issued (in shares)						8,771
Fair value of Series A preferred stock issued in conjunction with collaboration and licensing agreement \| $						$ 50,000
Number of board members appointed by shareholders \| member							1
Temporary equity, shares authorized (in shares)							5,000,000
Temporary equity, par value (in dollars per share) \| $ / shares							$ 0.001
Redeemable Common Stock
Class of Warrant or Right [Line Items]
Temporary equity new shares issued (in shares)									16,666
Undesignated Preferred Stock
Class of Warrant or Right [Line Items]
Temporary equity, shares authorized (in shares)							10,000,000
Temporary equity, par value (in dollars per share) \| $ / shares							$ 0.001

Convertible Preferred Stock, Redeemable Common Stock and Common Stock - Schedule of Warrants Outstanding (Details)	Sep. 30, 2021 $ / shares shares
Class of Warrant or Right [Line Items]
Warrants prior to conversion (in shares)	480,415
Issued in 2016 and 2017
Class of Warrant or Right [Line Items]
Warrants prior to conversion (in shares)	6,431
Warrant exercise price (in dollars per share) \| $ / shares	$ 4.28
Issued in 2018 and 2019
Class of Warrant or Right [Line Items]
Warrants prior to conversion (in shares)	87,716
Warrant exercise price (in dollars per share) \| $ / shares	$ 4.56
Issued in 2019 to Related Party
Class of Warrant or Right [Line Items]
Warrants prior to conversion (in shares)	13,281
Warrant exercise price (in dollars per share) \| $ / shares	$ 4.56
Issued as part of Series A to Related Party in 2020
Class of Warrant or Right [Line Items]
Warrants prior to conversion (in shares)	52,680
Warrant exercise price (in dollars per share) \| $ / shares	$ 7.17
Issued as part of the Series A in 2021
Class of Warrant or Right [Line Items]
Warrants prior to conversion (in shares)	208,731
Warrant exercise price (in dollars per share) \| $ / shares	$ 7.17
Issued in 2021
Class of Warrant or Right [Line Items]
Warrants prior to conversion (in shares)	111,576
Warrant exercise price (in dollars per share) \| $ / shares	$ 7.17

Share-Based Compensation - Additional Information (Details) - USD ($)	1 Months Ended	3 Months Ended		9 Months Ended
	Apr. 30, 2021	Sep. 30, 2021	Sep. 30, 2020	Sep. 30, 2021	Sep. 30, 2020
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Annual rate at which authorized shares of common stock increase	4.00%
Share-based award contractual life	10 years
Weighted average fair value of grants during period (in dollars per share)				$ 3.76	$ 9.34
Unrecognized compensation expense		$ 1,400,000		$ 1,400,000
Research and Development Expense
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Share-based compensation expense					$ 100,000
Minimum
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Share-based awards vesting period	1 year
Maximum
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Share-based awards vesting period	3 years
Common Stock
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Total shares of common stock authorized for issuance (in shares)	1,266,092
Shares of common stock available for grant (in shares)		783,733		783,733
Restricted Stock Units (RSUs) [Member]
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Expected period for recognition				1 year 3 months 14 days
Unrecognized expense related to RSUs		$ 100,000		$ 100,000
Restricted Stock Units (RSUs) [Member] \| Research and Development Expense
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Share-based compensation expense		10,000		$ 25,000
Restricted Stock Units (RSUs) [Member] \| Minimum
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Share-based awards vesting period	1 year
Restricted Stock Units (RSUs) [Member] \| Maximum
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Share-based awards vesting period	3 years
Stock Options
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Expected period for recognition				1 year 9 months 10 days
Stock Options \| Research and Development Expense
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Share-based compensation expense		18,000	$ 26,000	$ 100,000	100,000
Stock Options \| General and Administrative Expense
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Share-based compensation expense		$ 100,000	$ 4,000	$ 200,000	$ 12,000

Share-Based Compensation - Schedule of Assumptions Used to Determine Fair Value of Share-Based Awards (Details) - Stock Options - $ / shares	9 Months Ended
	Sep. 30, 2021	Sep. 30, 2020
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Volatility	97.50%	97.86%
Risk free rate	103.00%	51.00%
Expected term	5 years 9 months 7 days	5 years 5 months 8 days
Dividend	0.00%	0.00%
Fair value of common stock	$ 4.92	$ 12.87

Share-Based Compensation - Schedule of Share-Based Activity (Details) - $ / shares	9 Months Ended	12 Months Ended
	Sep. 30, 2021	Dec. 31, 2020
Number of Options
Outstanding at beginning of period ( in shares)	24,830
Granted during the period (in shares)	411,607
Outstanding at period end (in shares)	436,437	24,830
Exercisable at period end (in shares)	90,765
Vested and expected to vest at period end (in shares)	436,437
Weighted Average Exercise Price Per Share
Outstanding at beginning of period (in dollars per share)	$ 17.84
Granted (in dollars per share)	4.95
Outstanding at period end (in dollars per share)	5.69	$ 17.84
Exercisable at period end (in dollars per share)	8.08
Vested and expected to vest at period end (in dollars per share)	$ 5.69
Weighted Average Remaining Contractual Term (years)
Outstanding at beginning of period	9 years 6 months	8 years 4 months 24 days
Outstanding at end of period	9 years 6 months	8 years 4 months 24 days
Exercisable at September 30, 2021	9 years 1 month 6 days
Vested and expected to vest at September 30, 2021	9 years 6 months

Share-Based Compensation - Schedule of RSU Share-Based Payment Award Activity (Details) - Restricted Stock Units (RSUs) [Member]	9 Months Ended
	Sep. 30, 2021 $ / shares shares
Number of RSUs
Outstanding at beginning of period (in shares) \| shares	45
Granted (in shares) \| shares	50,096
Vested (in shares) \| shares	16,743
Outstanding at end of period (in shares) \| shares	33,398
Weighted Average Grant Date Fair Value
Outstanding at beginning of period (in dollars per share) \| $ / shares	$ 13.55
Granted (in dollars per share) \| $ / shares	1.74
Vested (in dollars per share) \| $ / shares	1.74
Outstanding at end of period (in dollars per share) \| $ / shares	$ 1.74

Commitment and Contingencies (Details) - USD ($)	1 Months Ended	3 Months Ended	9 Months Ended
Commitment and Contingencies (Details) - USD ($)	Mar. 31, 2020	Jun. 30, 2021	Sep. 30, 2021	Aug. 31, 2021	Apr. 30, 2021
Series A Preferred Stock
Research and Development Arrangement, Contract to Perform for Others [Line Items]
Temporary equity, stock issued for services (in shares)		418,559
Temporary equity, stock issued for services		$ 2,837,832
Tyligand \| Collaborative Arrangement, Transaction with Party to Collaborative Arrangement
Research and Development Arrangement, Contract to Perform for Others [Line Items]
Maximum obligation amount	$ 800,000
Quarterly sales payment due upon completion, percentage	1.00%
Quarterly sales payment due upon completion, period of payment	15 years
Number of securities called by warrants (in shares)				111,576
Warrant exercise price (in dollars per share)				$ 7.17
Warrants and Rights Outstanding		$ 400,000		$ 400,000
Research and development			$ 800,000
Integral \| Collaborative Arrangement, Transaction with Party to Collaborative Arrangement
Research and Development Arrangement, Contract to Perform for Others [Line Items]
Maximum obligation amount			$ 300,000
Maximum development and regulatory milestone payments					$ 55,300,000
Maximum sales milestone payments					$ 130,000,000
Tiered royalty payment, percent (up to)					12.00%
Integral \| Series A Preferred Stock \| Collaborative Arrangement, Transaction with Party to Collaborative Arrangement
Research and Development Arrangement, Contract to Perform for Others [Line Items]
Temporary equity, stock issued for services (in shares)			418,559
Temporary equity, stock issued for services			$ 2,800,000
Scale-up, 100 kilograms of GMP-grade compound \| Tyligand \| Collaborative Arrangement, Transaction with Party to Collaborative Arrangement
Research and Development Arrangement, Contract to Perform for Others [Line Items]
Milestone payment	$ 2,000,000
Scale-up, 300 kilograms of GMP-grade compound \| Tyligand \| Collaborative Arrangement, Transaction with Party to Collaborative Arrangement
Research and Development Arrangement, Contract to Perform for Others [Line Items]
Milestone payment	$ 3,000,000

Subsequent Events - Narrative (Details) - USD ($) $ / shares in Units, $ in Millions	1 Months Ended
	Oct. 31, 2021	Sep. 30, 2021
Subsequent Event [Line Items]
Warrants prior to conversion (in shares)		480,415
Subsequent event
Subsequent Event [Line Items]
Conversion of convertible notes to preferred stock (in shares)	4,836,867
Shares issued upon conversion of warrants (in shares)	9,816
Proceeds from initial public offering	$ 28.8
Subsequent event \| IPO
Subsequent Event [Line Items]
Number of shares issued in transaction	5,750,000
Sale of stock, price per share (in dollars per share)	$ 5.00