0001628280-22-008258 | POS AM | XBRL Viewer

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Fair Value Measurements - Schedule of assets and liabilities measured at fair value on a recurring basis (Details) - USD ($)	Dec. 31, 2021	Dec. 31, 2020	Dec. 31, 2019
Financial assets
Cash equivalents and restricted cash (Money Market Accounts)	$ 49,685,586	$ 341,037	$ 226,603
Restricted cash	50,389	50,367
Recurring
Liabilities, Fair Value Disclosure [Abstract]
Convertible Promissory Notes		5,829,292
Recurring \| Level 1
Liabilities, Fair Value Disclosure [Abstract]
Convertible Promissory Notes		0
Recurring \| Level 2
Liabilities, Fair Value Disclosure [Abstract]
Convertible Promissory Notes		0
Recurring \| Level 3
Liabilities, Fair Value Disclosure [Abstract]
Convertible Promissory Notes		5,829,292
Recurring \| Money market funds
Financial assets
Cash equivalents and restricted cash (Money Market Accounts)	49,051,061
Restricted cash		50,367
Recurring \| Money market funds \| Level 1
Financial assets
Cash equivalents and restricted cash (Money Market Accounts)	49,051,061
Restricted cash		50,367
Recurring \| Money market funds \| Level 2
Financial assets
Cash equivalents and restricted cash (Money Market Accounts)	0
Restricted cash		0
Recurring \| Money market funds \| Level 3
Financial assets
Cash equivalents and restricted cash (Money Market Accounts)	$ 0
Restricted cash		$ 0

Summary of Significant Accounting Policies

12 Months Ended

Dec. 31, 2021

Accounting Policies [Abstract]

Summary of Significant Accounting Policies

Basis of Presentation and Principles of Consolidation

The accompanying consolidated financial statements have been prepared in accordance with U.S. generally accepted accounting principles (“GAAP”). 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”) promulgated by the Financial Accounting Standards Board (“FASB”). The 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.

Reclassification of Prior Year Presentation

Certain prior year amounts have been reclassified for consistency with the current year presentation. These reclassifications had no effect on the reported results of operations.

Use of Estimates

The preparation of 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 consolidated financial statements in the period they are determined to be necessary. Significant estimates and assumptions made in the accompanying consolidated financial statements include, but are not limited to, the fair value of common stock, share-based compensation arrangements, the fair value of warrants, the fair value of convertible debt, and prepayments, accruals and associated expense related to 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 December 31, 2021 and 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, Cash Equivalents and Restricted Cash

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 accounts.

Restricted Cash

The Company maintains approximately $50,000 as collateral for the Company’s credit card program. The Company has recorded this deposit and accumulated interest thereon as restricted cash on its consolidated balance sheets.

The following table presents the Company’s cash, cash equivalents, and restricted cash as of December 31, 2021 and 2020:


	December 31,
	2021		2020
Cash and cash equivalents	$	49,635,197	$	290,670
Restricted cash	50,389		50,367
Total cash, cash equivalents and restricted cash	$	49,685,586	$	341,037

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 December 31, 2020, the Company had deferred offering costs of $0.1 million related to the Company’s IPO and the Company’s Series A Stock financing. 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 and all deferred offering costs related to the Company’s IPO were recorded against additional paid-in capital upon completion of the IPO financing in October 2021. There were no deferred offering costs recorded as of December 31, 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 shares 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 December 31, 2020, the

convertible preferred stock subject to contingent redemption are presented as temporary equity, outside of the stockholders’ deficit section of the Company’s consolidated balance sheets.

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 year ended December 31, 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 9 for further discussion.

Research and Development Costs

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

Patent Costs

Costs related to filing and pursuing patent applications are recorded as general and administrative expense and expensed as incurred since recoverability of such expenditures is uncertain.

Share-Based Compensation

The Company measures and recognizes share-based compensation expense for both employee and non-employee 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 consolidated statements of operations in the same manner in which the award recipient’s 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 had been a private company and lacked 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 stock awards based on the grant date fair value of the awards.

Income Taxes

Prior to April 2021, the Company was a limited liability company that was treated as a pass-through entity for income tax purposes. In April 2021, upon the completion of its reverse triangular merger, the Company converted to a corporation and is subject to federal, state and local corporate income taxes which have been provided for in the financial statements based upon ASC 740, Income Taxes (“ASC 740”). Context BioPharma, Inc. has always been subject to corporate income taxes.

Under ASC 740, deferred tax assets and liabilities are recognized for future tax consequences attributable to differences between the financial statement carrying amounts of existing assets and liabilities and their respective tax bases. Deferred income taxes reflect the net tax effects of temporary differences between the carrying amounts of assets and liabilities for financial reporting purposes and the amounts used for income tax reporting. Deferred tax assets are reduced by a valuation allowance if a determination is made that it is more likely than not that some or all of the deferred tax assets will not be realized based on the weight of all available evidence.

As required by ASC 740, the Company recognizes the financial statement benefit of a tax position only after determining that the relevant tax authority would more likely than not sustain the position following an examination. For tax positions meeting the more-likely-than-not threshold, the amount recognized in the financial statements is the largest benefit that has a greater than 50 percent likelihood of being realized upon settlement with the relevant authority.

The Company will recognize interest and penalties related to uncertain tax positions in income tax expense. As of December 31, 2021 and 2020, the Company had no accrued interest or penalties related to uncertain tax positions and no amounts have been recognized in the Company’s consolidated statements of operations.

Net (Loss) Income Per Share

The Company computes net (loss) income per share using the weighted-average number of common shares outstanding during the year. For years 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 includes convertible promissory notes, preferred stock, warrants and share-based awards outstanding, would be anti-dilutive.

The Company was in a net loss position for the year ended December 31, 2021 and therefore basic and diluted net loss per share was the same. The following potentially dilutive securities have been excluded from the computation of diluted weighted-average shares of common stock outstanding for the years ended December 31, 2021 and 2020, as they would be anti-dilutive:


	December 31,
	2021	2020
Stock options	506,691	24,830
Unvested restricted stock units	—	45
Warrants	5,500,000	160,108
	6,006,691	184,983

For the year ended December 31, 2020, the Company was in a net income position and therefore, 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 earnings per share.

For purposes of calculating diluted 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 year ended December 31, 2020.


	Years Ended
	December 31, 2021		December 31, 2020
Basic net (loss) income per common share calculation:
Net (loss) income attributable to common shareholders	$	(10,456,870)	$	6,644,465
Less: undistributed earnings to participating securities	—		(5,573,558)
Net (loss) income attributable to common shareholders - basic	$	(10,456,870)	$	1,070,907
Weighted average common shares outstanding - basic	2,833,674		348,368
Net (loss) income per share - basic	$	(3.69)	$	3.07
Diluted net (loss) income per common share calculation:
Net (loss) income attributable to common shareholders	$	(10,456,870)	$	6,644,465
Less: undistributed earnings to participating securities	—		(5,573,558)
Less: change in fair value of convertible promissory notes and interest expense	—		(9,216,633)
Net (loss) income attributable to common shareholders – diluted	$	(10,456,870)	$	(8,145,726)
Weighted average common shares outstanding - basic	2,833,674		348,368
Convertible securities	—		1,706,507
Weighted average common shares outstanding - diluted	2,833,674		2,054,875
Net (loss) income per share - diluted	$	(3.69)	$	(3.96)

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 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 Adopted Accounting Pronouncements

In August 2020, the FASB issued ASU 2020-06, Debt—Debt with Conversion and Other Options (ASC 470-20) and Derivatives and Hedging—Contracts in Entity’s Own Equity (ASC 815-40) (“ASU 2020-06”). ASU 2020-06 eliminated the beneficial conversion (and cash conversion) accounting models in ASC 470-20 that require separate accounting for embedded conversion features and simplified the settlement assessment to determine whether it qualifies for equity classification by removing certain conditions in ASC 815-40-25. In addition, the new guidance requires entities to use the if-converted method to calculate earnings per share for all convertible instruments and to include the effect of share settlement for instruments that may be settled in cash or shares. The Company adopted this standard on January 1, 2021, and the adoption did not have a material impact on its financial statements and related disclosures.

In December 2019, the FASB issued ASU No. 2019-12, Income Taxes (Topic 740): Simplifying the Accounting for Income Taxes. This guidance applies to all entities and aims to reduce the complexity of tax accounting standards

while enhancing reporting disclosures. This guidance is effective for fiscal years beginning after December 15, 2020 and interim periods therein. Early adoption is permitted for any annual periods for which financial statements have not been issued and interim periods therein. The Company adopted this standard on January 1, 2021, and the adoption did not have a material impact on its related disclosures.

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. The Company adopted this standard on January 1, 2022 and the adoption did not have a material impact on its consolidated financial statements due to the fact that the Company did not have any material long-term leasing arrangements as of the date of adoption.

Consolidated Statements of Changes in Convertible Preferred Stock, Redeemable Common Stock and Stockholders' Equity (Deficit) (Parenthetical)	12 Months Ended
	Dec. 31, 2021 USD ($)
Offering costs	$ 310,021
IPO
Issuance costs	4,321,374
Private Placement
Issuance costs	$ 2,369,496

Income Taxes (Tables)

12 Months Ended

Dec. 31, 2021

Income Tax Disclosure [Abstract]

Schedule of tax effects of temporary differences that give rise to the deferred tax assets and liabilities

The tax effects of temporary differences that gave rise to significant portions of the deferred tax assets and liabilities were as follows:


	December 31,
	2021		2020
Deferred tax assets:
Net operating loss carryforwards	$	4,983,415	$	3,199,412
Research and development credits	421,880		326,551
Share-based compensation	249,874		43,526
Other accruals	147,659		—
Gross deferred tax assets	5,802,828		3,569,489
Deferred tax liabilities:
Prepaid expenses	(527,181)		—
Net deferred tax assets	5,275,647		3,569,489
Less: valuation allowance	(5,275,647)		(3,569,489)
	$	—	$	—

Schedule of effective income tax rate reconciliation

A reconciliation of the federal income tax rate to the Company’s effective tax rate is as follows:


	Year ended December 31,
	2021		2020
Federal tax expense/(benefit) at statutory rate	21.0	%	21.0	%
State tax, net of federal benefit	2.5		11.8
Non-taxable partnership income	(7.5)		(25.5)
Permanent differences	(0.5)		(9.2)
Research and development	0.9		(1.2)
Other	(0.1)		—
Change in valuation allowance	(16.3)		3.1
	—	%	—	%

Summary of operating loss carryforwards

The following table summarizes carryforwards of federal, state and local net operating losses (“NOL”) and research tax credits:


	December 31,
	2021		2020
NOL carryforwards—Federal	$	14,887,383	$	8,030,123
NOL carryforwards—State	14,887,383		8,030,123
NOL carryforwards—Local	13,926,879		15,399,777
Research tax credits—Federal	421,880		326,551

Convertible Promissory Notes (Details) - USD ($)			1 Months Ended			12 Months Ended
Convertible Promissory Notes (Details) - USD ($)	Dec. 22, 2020	May 31, 2020	Feb. 28, 2021	Dec. 31, 2020	May 31, 2020	Dec. 31, 2021	Dec. 31, 2020	Jun. 30, 2021	Apr. 30, 2020	Mar. 31, 2020
Debt Instrument [Line Items]
Interest expense						$ 64,240	$ 661,224
Series Seed Preferred Stock
Debt Instrument [Line Items]
Conversion of convertible securities (in shares)							2,615,553
Series A Preferred Stock
Debt Instrument [Line Items]
Conversion of convertible securities (in shares)						844,824	78,178
Convertible Notes Payable \| Junior Convertible Notes
Debt Instrument [Line Items]
Converted amount		$ 6,300,000			$ 11,700,000
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 \| Bridge Note Qualified Financing \| Affiliated Entity
Debt Instrument [Line Items]
Notes issued to related parties										$ 500,000
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]
Converted amount				$ 600,000
Convertible debt beneficial conversion feature				100,000
Fair value disclosure				$ 500,000			$ 500,000
Interest expense							30,000
Convertible Notes Payable \| Convertible Bridge Notes \| Series A Preferred Stock
Debt Instrument [Line Items]
Shares issued as a result of converted debt (in shares)				78,178
Convertible Notes Payable \| Senior Convertible Notes, April 2020
Debt Instrument [Line Items]
Converted amount			$ 6,100,000
Convertible debt beneficial conversion feature							2,100,000
Interest expense							300,000
Interest expense payable to related party							$ 100,000
Convertible Notes Payable \| Senior Convertible Notes, April 2020 \| Affiliated Entity
Debt Instrument [Line Items]
Notes issued to related parties									2,500,000
Accrued interest									$ 400,000
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
Payment Protection Program Loan
Debt Instrument [Line Items]
Face amount		$ 100,000			$ 100,000
Term					2 years
Stated interest rate		1.00%			1.00%
Outstanding principal balance								$ 100,000

Nature of Business	12 Months Ended
Nature of Business	Dec. 31, 2021
Organization, Consolidation and Presentation of Financial Statements [Abstract]
Nature of Business	Nature of Business Context 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. In connection with the merger, all common units, preferred units, options, warrants or other rights to purchase common or preferred units of Context Therapeutics LLC converted 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 consolidated financial statements of the Company reflect the merger transaction as if it had occurred as of the earliest period presented herein.

Accrued Expenses and Other Current Liabilities - Schedule of Accrued Liabilities (Details) - USD ($)	Dec. 31, 2021	Dec. 31, 2020
Other Liabilities Disclosure [Abstract]
Compensation and benefits	$ 436,990	$ 0
Clinical trial expenses	339,072	126,173
Manufacturing development expenses	0	560,000
Professional fees	345,530	0
Other accrued expenses and other current liabilities	85,529	269,816
Accrued expenses and other current liabilities	$ 1,207,121	$ 955,989

Income Taxes - Schedule of Effective Income Tax Rate Reconciliation (Details)	12 Months Ended
	Dec. 31, 2021	Dec. 31, 2020
Income Tax Disclosure [Abstract]
Federal tax expense/(benefit) at statutory rate	21.00%	21.00%
State tax, net of federal benefit	2.50%	11.80%
Non-taxable partnership income	(7.50%)	(25.50%)
Permanent differences	(0.50%)	(9.20%)
Research and development	0.90%	(1.20%)
Other	(0.10%)	0.00%
Change in valuation allowance	(16.30%)	3.10%
Effective income tax rate	0.00%	0.00%

Share-Based Compensation

12 Months Ended

Dec. 31, 2021

Share-based Payment Arrangement [Abstract]

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 units 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 December 31, 2021, 742,706 shares remained available for future grants.

Stock Grants

During the year ended December 31, 2020, the Company issued 7,512 shares of common stock to members of the board of managers as compensation for their services. The Company recorded share-based compensation expense of $0.1 million in general and administrative expense during the year ended December 31, 2020.

Stock Options

Stock options generally vest over a period of one to four years, and stock options that lapse or are forfeited are available to be granted again. The contractual life of all stock options is 10 years. The expiration dates of the outstanding stock options range from January 2028 to November 2031.

The Company measures stock options at their grant-date fair value and records compensation expense on a straight-line basis over the service period of the awards. Stock option compensation expense 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 stock option compensation expense of $74,000 and $404,000 in research and development and general and administrative expense, respectively, during the year ended December 31, 2021. The Company recorded stock option compensation expense of $75,000 and $29,000 in research and development and general and administrative expense, respectively, during the year ended December 31, 2020.

The weighted average assumptions used in the Black-Scholes option pricing model to determine the fair value of stock option awards granted to employees during 2021 and 2020 were as follows:


	2021	2020
Expected stock price volatility	97.06%	97.86%
Risk free interest rate	1.07%	0.51%
Expected term (in years)	5.78	5.44
Expected dividend yield	—	—

The following table summarizes the stock option activity for the periods presented:


	Number of Shares	Weighted Average Exercise Price Per Share		Weighted Average Remaining Contractual Term (years)
Outstanding at January 1, 2020	10,414	$	20.67	8.2
Granted	14,416	$	15.79
Outstanding at December 31, 2020	24,830	$	17.84	8.4
Granted	481,861	$	5.05
Outstanding at December 31, 2021	506,691	$	5.68	9.3
Vested and exercisable at December 31, 2021	130,059	$	7.30	9.0
Vested and expected to vest at December 31, 2021	506,691	$	5.68	9.3

The weighted average fair value of share-based awards granted during the years ended December 31, 2021 and 2020 was $3.84 and $9.34, respectively. The aggregate intrinsic value of the options outstanding and exercisable as of December 31, 2021 was $0. As of December 31, 2021, the unrecognized compensation cost related to outstanding stock options was $1.5 million and is expected to be recognized as expense over a weighted-average period of approximately 1.73 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, 2020	—
Granted	177	$ 13.55
Vested	(132)	$ 13.55
Unvested balance at December 31, 2020	45	$ 13.55
Granted	50,096	$	1.74
Vested	(20,915)	$	1.77
Cancelled	(29,226)	$	1.74
Unvested balance at December 31, 2021	—

The Company recorded share-based compensation expense of $33,000 in research and development expense for the year ended December 31, 2021 related to RSUs. The Company recorded share-based compensation expense of $2,000 in general and administrative expense for the year ended December 31, 2020 related to RSUs. As of December 31, 2021, there was no remaining unrecognized expense related to RSUs.

Consolidated Balance Sheets - USD ($)	Dec. 31, 2021	Dec. 31, 2020
Current assets:
Cash and cash equivalents	$ 49,635,197	$ 290,670
Prepaid expenses and other current assets	1,620,164	8,672
Total current assets	51,255,361	299,342
Restricted cash	50,389	50,367
Deferred offering costs	0	117,631
Total assets	51,305,750	467,340
Current liabilities:
Convertible promissory notes	0	5,829,292
Note payable—current	0	55,014
Accounts payable	1,826,294	2,707,861
Accrued expenses and other current liabilities	1,207,121	955,989
Total current liabilities	3,033,415	9,548,156
Note payable—noncurrent	0	69,040
Total liabilities	3,033,415	9,617,196
Commitments and Contingencies (Note 9)
Convertible preferred stock and redeemable common stock (no shares authorized at December 31, 2021):
Temporary equity, carrying amount	0	7,771,223
Stockholders’ equity (deficit):
Preferred stock—$0.001 par value; 10,000,000 shares authorized; no shares issued or outstanding	$ 0	$ 0
Common stock, shares authorized (in shares)	100,000,000	100,000,000
Common stock—$0.001 par value; 100,000,000 shares authorized; 15,966,053 and 331,789 shares issued and outstanding at December 31, 2021 and 2020, respectively	$ 15,966	$ 332
Additional paid-in capital	77,510,809	1,876,159
Accumulated deficit	(29,254,440)	(18,797,570)
Total stockholders’ equity (deficit)	48,272,335	(16,921,079)
Total liabilities, convertible preferred stock, redeemable common stock and stockholders’ equity (deficit)	51,305,750	467,340
Series A Preferred Stock
Convertible preferred stock and redeemable common stock (no shares authorized at December 31, 2021):
Temporary equity, carrying amount	0	1,400,935
Series Seed Preferred Stock
Convertible preferred stock and redeemable common stock (no shares authorized at December 31, 2021):
Temporary equity, carrying amount	0	6,341,288
Redeemable Common Stock
Convertible preferred stock and redeemable common stock (no shares authorized at December 31, 2021):
Temporary equity, carrying amount	$ 0	$ 29,000

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

12 Months Ended

Dec. 31, 2021

Temporary Equity Disclosure [Abstract]

Schedule of Warrants Outstanding

At December 31, 2021, the Company had the following warrants outstanding to acquire common stock:


	Outstanding	Exercise price		Expiration dates
Issued in connection with IPO	250,000	$	6.25	October 2026
Issued as part of December 2021 private placement	5,250,000	$	6.25	June 2027
	5,500,000

Summary of Significant Accounting Policies - Narrative (Details)	12 Months Ended
	Dec. 31, 2021 USD ($) segment	Dec. 31, 2020 USD ($)
Accounting Policies [Abstract]
Number of operating segments \| segment	1
Restricted cash	$ 50,389	$ 50,367
Deferred offering costs	0	100,000
Acquired in-process research and development	3,087,832	0
Accrued interest related to uncertain tax positions	0	0
Expensed interest related to uncertain tax positions	$ 0	$ 0

Consolidated Balance Sheets (Parenthetical) - $ / shares	Dec. 31, 2021	Dec. 31, 2020
Temporary equity, shares authorized (in shares)	0
Preferred stock, par value (in dollars per share)	$ 0.001	$ 0.001
Preferred stock, shares authorized (in shares)	10,000,000	10,000,000
Preferred stock, shares outstanding (in shares)	0	0
Preferred stock, shares issued (in shares)	0	0
Common stock, par value (in dollars per share)	$ 0.001	$ 0.001
Common stock, shares issued (in shares)	15,966,053	331,789
Common stock, shares outstanding (in shares)	15,966,053	331,789
Series A Preferred Stock
Temporary equity, par value (in dollars per share)	$ 0.001	$ 0.001
Temporary equity issued (in shares)	0	210,715
Temporary equity outstanding (in shares)	0	210,715
Series Seed Preferred Stock
Temporary equity, par value (in dollars per share)	$ 0.001	$ 0.001
Temporary equity issued (in shares)	0	2,624,324
Temporary equity outstanding (in shares)	0	2,624,324
Redeemable Common Stock
Temporary equity, par value (in dollars per share)	$ 0.001	$ 0.001
Temporary equity issued (in shares)	0	16,666
Temporary equity outstanding (in shares)	0	16,666

Consolidated Statements of Operations - USD ($)	12 Months Ended
Consolidated Statements of Operations - USD ($)	Dec. 31, 2021	Dec. 31, 2020
Operating expenses:
Acquired in-process research and development	$ 3,087,832	$ 0
Research and development	3,805,067	1,641,501
General and administrative	3,632,920	930,667
Loss from operations	(10,525,819)	(2,572,168)
Interest expense	(64,240)	(661,224)
Change in fair value of convertible promissory notes	9,317	9,877,857
Other income	123,872	0
Net (loss) income	$ (10,456,870)	$ 6,644,465
Net income (loss) per share - basic (in dollars per share)	$ (3.69)	$ 3.07
Net income (loss) per share - diluted (in dollars per share)	$ (3.69)	$ (3.96)
Weighted average common shares outstanding - basic (in shares)	2,833,674	348,368
Weighted average common shares outstanding - diluted (in shares)	2,833,674	2,054,875

Summary of Significant Accounting Policies (Tables)

12 Months Ended

Dec. 31, 2021

Accounting Policies [Abstract]

Schedule of Cash and Cash Equivalents

The following table presents the Company’s cash, cash equivalents, and restricted cash as of December 31, 2021 and 2020:


	December 31,
	2021		2020
Cash and cash equivalents	$	49,635,197	$	290,670
Restricted cash	50,389		50,367
Total cash, cash equivalents and restricted cash	$	49,685,586	$	341,037

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 for the years ended December 31, 2021 and 2020, as they would be anti-dilutive:


	December 31,
	2021	2020
Stock options	506,691	24,830
Unvested restricted stock units	—	45
Warrants	5,500,000	160,108
	6,006,691	184,983

Schedule of Basic and Diluted Earnings Per Share

The two-class method was more dilutive for the year ended December 31, 2020.


	Years Ended
	December 31, 2021		December 31, 2020
Basic net (loss) income per common share calculation:
Net (loss) income attributable to common shareholders	$	(10,456,870)	$	6,644,465
Less: undistributed earnings to participating securities	—		(5,573,558)
Net (loss) income attributable to common shareholders - basic	$	(10,456,870)	$	1,070,907
Weighted average common shares outstanding - basic	2,833,674		348,368
Net (loss) income per share - basic	$	(3.69)	$	3.07
Diluted net (loss) income per common share calculation:
Net (loss) income attributable to common shareholders	$	(10,456,870)	$	6,644,465
Less: undistributed earnings to participating securities	—		(5,573,558)
Less: change in fair value of convertible promissory notes and interest expense	—		(9,216,633)
Net (loss) income attributable to common shareholders – diluted	$	(10,456,870)	$	(8,145,726)
Weighted average common shares outstanding - basic	2,833,674		348,368
Convertible securities	—		1,706,507
Weighted average common shares outstanding - diluted	2,833,674		2,054,875
Net (loss) income per share - diluted	$	(3.69)	$	(3.96)

Subsequent Events - Narrative (Details) - USD ($)	12 Months Ended
Subsequent Events - Narrative (Details) - USD ($)	Dec. 31, 2021	Dec. 31, 2020	Mar. 23, 2022	Oct. 31, 2021
Subsequent Event [Line Items]
Warrants prior to conversion (in shares)	5,500,000			480,415
Fair value of warrants for services provided	$ 371,895	$ 0
Issued for Professional Consulting Services
Subsequent Event [Line Items]
Fair value of warrants for services provided	$ 300,000
Issued for Professional Consulting Services \| Subsequent event
Subsequent Event [Line Items]
Warrants prior to conversion (in shares)			360,000
Warrant exercise price (in dollars per share)			$ 10.00
Warrants, term from date of issuance			5 years 9 months 3 days

Share-Based Compensation - Schedule of RSU Share-Based Payment Award Activity (Details) - Unvested restricted stock units - $ / shares	12 Months Ended
	Dec. 31, 2021	Dec. 31, 2020
Number of RSUs
Outstanding at beginning of period (in shares)	45	0
Granted (in shares)	50,096	177
Vested (in shares)	(20,915)	(132)
Cancelled (in shares)	(29,226)
Outstanding at end of period (in shares)	0	45
Weighted Average Grant Date Fair Value
Outstanding at beginning of period (in dollars per share)	$ 13.55
Granted (in dollars per share)	1.74	$ 13.55
Vested (in dollars per share)	1.77	13.55
Cancelled (in dollars per share)	$ 1.74
Outstanding at end of period (in dollars per share)		$ 13.55

Fair Value Measurements

12 Months Ended

Dec. 31, 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 in 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:


			December 31, 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 and restricted cash (Money Market Accounts)	$	49,051,061	$	49,051,061	$	—	$	—


			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
Restricted cash (Money Market Account)	$	50,367	$	50,367	$	—	$	—
Liabilities
Convertible Promissory Notes	$	5,829,292	$	—	$	—	$	5,829,292

As further described in Note 6, 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 estimates 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 years ended December 31, 2021 and 2020 consolidated statement of operations also includes reversals of gains and losses previously recognized by the Company upon conversion of the notes (Note 6).

The fair value of the Senior Convertible Notes at 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 6) for which fair value is determined by Level 3 inputs:


	2021		2020
Balance at beginning of year	$	5,829,292	$	21,842,931
Issuance of Convertible Bridge Notes	—		25,000
Fair value adjustments	(9,317)		(9,877,857)
Accrued interest	46,315		660,408
Conversion of Junior Convertible Notes into Series Seed Stock	—		(6,291,288)
Conversion of Senior and Convertible Bridge Notes into Series A Stock	(5,866,290)		(529,902)
Balance at end of year	$	—	$	5,829,292

- 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

Income Taxes

12 Months Ended

Dec. 31, 2021

Income Tax Disclosure [Abstract]

Income Taxes

Income Taxes The Company had no income tax expense due to operating losses incurred for the years ended December 31, 2021 and 2020. The Company had also not recorded any income tax benefits for the net operating losses incurred in each period due to its uncertainty of realizing a benefit from those items. All of the Company’s losses before income taxes were generated in the United States.

The tax effects of temporary differences that gave rise to significant portions of the deferred tax assets and liabilities were as follows:


	December 31,
	2021		2020
Deferred tax assets:
Net operating loss carryforwards	$	4,983,415	$	3,199,412
Research and development credits	421,880		326,551
Share-based compensation	249,874		43,526
Other accruals	147,659		—
Gross deferred tax assets	5,802,828		3,569,489
Deferred tax liabilities:
Prepaid expenses	(527,181)		—
Net deferred tax assets	5,275,647		3,569,489
Less: valuation allowance	(5,275,647)		(3,569,489)
	$	—	$	—

In assessing the need for a valuation allowance, management must determine that there will be sufficient taxable income to allow for the realization of deferred tax assets. Based upon the historical and anticipated future losses, management has determined that the deferred tax assets do not meet the more likely than not threshold for realizability. Accordingly, a full valuation allowance has been recorded against the Company’s net deferred tax assets as of December 31, 2021 and 2020. The valuation allowance increased by $1.7 million and $0.2 million during the years ended December 31, 2021 and 2020, respectively.

A reconciliation of the federal income tax rate to the Company’s effective tax rate is as follows:


	Year ended December 31,
	2021		2020
Federal tax expense/(benefit) at statutory rate	21.0	%	21.0	%
State tax, net of federal benefit	2.5		11.8
Non-taxable partnership income	(7.5)		(25.5)
Permanent differences	(0.5)		(9.2)
Research and development	0.9		(1.2)
Other	(0.1)		—
Change in valuation allowance	(16.3)		3.1
	—	%	—	%

The following table summarizes carryforwards of federal, state and local net operating losses (“NOL”) and research tax credits:


	December 31,
	2021		2020
NOL carryforwards—Federal	$	14,887,383	$	8,030,123
NOL carryforwards—State	14,887,383		8,030,123
NOL carryforwards—Local	13,926,879		15,399,777
Research tax credits—Federal	421,880		326,551

The NOL carryforwards begin expiring in 2037 for federal and state income tax purposes; however, all federal NOL carryforwards generated subsequent to January 1, 2018, are able to be carried forward indefinitely. Local NOL carryforwards expire after three years with the 2019 NOL set to expire in 2022. As of December 31, 2021 and 2020,

the Company had federal research and development tax credit carryforwards of $0.4 million and $0.3 million, respectively, that will begin to expire in 2037, unless previously utilized.

The NOL and tax credit carryforwards are subject to review and possible adjustment by the Internal Revenue Service and state tax authorities. NOL and tax credit carryforwards may become subject to an annual limitation in the event of certain cumulative changes in the ownership interest of significant stockholders over a three-year period in excess of 50%, as defined under Sections 382 and 383 of the Internal Revenue Code, respectively, as well as similar state provisions. This could limit the amount of tax attributes that can be utilized annually to offset future taxable income or tax liabilities. The amount of the annual limitation is determined based on the value of the Company immediately prior to the ownership change. Subsequent ownership changes may further affect the limitation in future years. To date, the Company has not performed an analysis to determine whether or not ownership changes have occurred since inception. State and local NOLs may also be limited.

As of December 31, 2021 and 2020, the Company had no accrued interest or penalties related to uncertain tax positions and no amounts have been recognized in the Company’s consolidated statement of operations. Due to NOLs and tax credit carry forwards that remain unutilized, income tax returns for tax years from all years remain subject to examination by the taxing jurisdictions. The NOL carryforwards remain subject to review until utilized.

- Definition

The entire disclosure for income taxes. Disclosures may include net deferred tax liability or asset recognized in an enterprise's statement of financial position, net change during the year in the total valuation allowance, approximate tax effect of each type of temporary difference and carryforward that gives rise to a significant portion of deferred tax liabilities and deferred tax assets, utilization of a tax carryback, and tax uncertainties information.

+ References

Reference 1: http://www.xbrl.org/2003/role/disclosureRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 740
-SubTopic 10
-Section 50
-Paragraph 21
-URI http://asc.fasb.org/extlink&oid=121826272&loc=d3e32857-109319

Reference 2: http://www.xbrl.org/2003/role/disclosureRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 740
-SubTopic 10
-Section S99
-Paragraph 2
-Subparagraph (SAB Topic 11.C)
-URI http://asc.fasb.org/extlink&oid=122134291&loc=d3e330215-122817

Reference 3: http://www.xbrl.org/2003/role/disclosureRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 740
-SubTopic 10
-Section 50
-Paragraph 17
-Subparagraph (b)
-URI http://asc.fasb.org/extlink&oid=121826272&loc=d3e32809-109319

Reference 4: http://www.xbrl.org/2003/role/disclosureRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 740
-SubTopic 10
-Section S99
-Paragraph 1
-Subparagraph (SAB TOPIC 6.I.5.Q1)
-URI http://asc.fasb.org/extlink&oid=122134291&loc=d3e330036-122817

Reference 5: http://www.xbrl.org/2003/role/disclosureRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 740
-SubTopic 10
-Section 50
-Paragraph 14
-URI http://asc.fasb.org/extlink&oid=121826272&loc=d3e32705-109319

Reference 6: http://www.xbrl.org/2003/role/disclosureRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 740
-SubTopic 270
-Section 50
-Paragraph 1
-URI http://asc.fasb.org/extlink&oid=6424409&loc=d3e44925-109338

Reference 7: http://www.xbrl.org/2003/role/disclosureRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 740
-URI http://asc.fasb.org/topic&trid=2144680

Reference 8: http://www.xbrl.org/2003/role/disclosureRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 740
-SubTopic 30
-Section 50
-Paragraph 2
-Subparagraph (a)
-URI http://asc.fasb.org/extlink&oid=6424122&loc=d3e41874-109331

Reference 9: http://www.xbrl.org/2003/role/disclosureRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 235
-SubTopic 10
-Section S99
-Paragraph 1
-Subparagraph (SX 210.4-08(h)(2))
-URI http://asc.fasb.org/extlink&oid=120395691&loc=d3e23780-122690

+ Details

Income Taxes - Schedule of Tax Effects of Temporary Differences That Give Rise To The Deferred Tax Assets and Liabilities (Details) - USD ($)	Dec. 31, 2021	Dec. 31, 2020
Deferred tax assets:
Net operating loss carryforwards	$ 4,983,415	$ 3,199,412
Research and development credits	421,880	326,551
Share-based compensation	249,874	43,526
Other accruals	147,659	0
Net deferred tax assets	5,802,828	3,569,489
Deferred tax liabilities:
Prepaid expenses	(527,181)	0
Net deferred tax assets	5,275,647	3,569,489
Less: valuation allowance	(5,275,647)	(3,569,489)
Deferred tax assets, net	$ 0	$ 0

Summary of Significant Accounting Policies - Schedule of Basic and Diluted Earnings Per Share (Details) - USD ($)	12 Months Ended
	Dec. 31, 2021	Dec. 31, 2020
Basic net (loss) income per common share calculation:
Net (loss) income	$ (10,456,870)	$ 6,644,465
Less: undistributed earnings to participating securities	0	(5,573,558)
Net (loss) income attributable to common shareholders - basic	$ (10,456,870)	$ 1,070,907
Weighted average common shares outstanding - basic (in shares)	2,833,674	348,368
Net income (loss) per share - basic (in dollars per share)	$ (3.69)	$ 3.07
Diluted net (loss) income per common share calculation:
Net (loss) income attributable to common shareholders	$ (10,456,870)	$ 6,644,465
Less: undistributed earnings to participating securities	0	(5,573,558)
Less: change in fair value of convertible promissory notes and interest expense	0	(9,216,633)
Net (loss) income attributable to common shareholders – diluted	$ (10,456,870)	$ (8,145,726)
Weighted average common shares outstanding - basic (in shares)	2,833,674	348,368
Convertible securities (in shares)	0	1,706,507
Weighted average common shares outstanding - diluted (in shares)	2,833,674	2,054,875
Net income (loss) per share - diluted (in dollars per share)	$ (3.69)	$ (3.96)

Share-Based Compensation (Tables)

12 Months Ended

Dec. 31, 2021

Share-based Payment Arrangement [Abstract]

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

The weighted average assumptions used in the Black-Scholes option pricing model to determine the fair value of stock option awards granted to employees during 2021 and 2020 were as follows:


	2021	2020
Expected stock price volatility	97.06%	97.86%
Risk free interest rate	1.07%	0.51%
Expected term (in years)	5.78	5.44
Expected dividend yield	—	—

Schedule of Share-Based Award Activity

The following table summarizes the stock option activity for the periods presented:


	Number of Shares	Weighted Average Exercise Price Per Share		Weighted Average Remaining Contractual Term (years)
Outstanding at January 1, 2020	10,414	$	20.67	8.2
Granted	14,416	$	15.79
Outstanding at December 31, 2020	24,830	$	17.84	8.4
Granted	481,861	$	5.05
Outstanding at December 31, 2021	506,691	$	5.68	9.3
Vested and exercisable at December 31, 2021	130,059	$	7.30	9.0
Vested and expected to vest at December 31, 2021	506,691	$	5.68	9.3

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, 2020	—
Granted	177	$ 13.55
Vested	(132)	$ 13.55
Unvested balance at December 31, 2020	45	$ 13.55
Granted	50,096	$	1.74
Vested	(20,915)	$	1.77
Cancelled	(29,226)	$	1.74
Unvested balance at December 31, 2021	—

Income Taxes - Additional Information (Details) - USD ($)	12 Months Ended
	Dec. 31, 2021	Dec. 31, 2020
Operating Loss Carryforwards [Line Items]
Income tax expense	$ 0	$ 0
Increase in valuation allowance	1,700,000	200,000
Accrued interest related to uncertain tax positions	0	0
Expensed interest related to uncertain tax positions	$ 0	$ 0
NOL carryforwards—Local
Operating Loss Carryforwards [Line Items]
Local NOL expiration term	3 years

- Definition

Amount of current income tax expense (benefit) and deferred income tax expense (benefit) pertaining to continuing operations.

+ References + Details

Income Taxes - Summary of Operating Loss Carryforwards (Details) - USD ($)	Dec. 31, 2021	Dec. 31, 2020
Research tax credits—Federal
Operating Loss Carryforwards [Line Items]
Tax credit carryforward	$ 421,880	$ 326,551
NOL carryforwards—Federal
Operating Loss Carryforwards [Line Items]
Net operating loss carryforwards	14,887,383	8,030,123
NOL carryforwards—State
Operating Loss Carryforwards [Line Items]
Net operating loss carryforwards	14,887,383	8,030,123
Local
Operating Loss Carryforwards [Line Items]
Net operating loss carryforwards	$ 13,926,879	$ 15,399,777

Summary of Significant Accounting Policies - Schedule of Cash, Cash Equivalents, and Restricted Cash (Details) - USD ($)	Dec. 31, 2021	Dec. 31, 2020	Dec. 31, 2019
Cash, Cash Equivalents, and Restricted Cash [Abstract]
Cash and cash equivalents	$ 49,635,197	$ 290,670
Restricted cash	50,389	50,367
Total cash, cash equivalents and restricted cash	$ 49,685,586	$ 341,037	$ 226,603

Share-Based Compensation - Schedule of Assumptions Used to Determine Fair Value of Share-Based Awards (Details) - Stock options	12 Months Ended
	Dec. 31, 2021	Dec. 31, 2020
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Expected stock price volatility	97.06%	97.86%
Risk free interest rate	1.07%	0.51%
Expected term (in years)	5 years 9 months 10 days	5 years 5 months 8 days
Expected dividend yield	0.00%	0.00%

Consolidated Statements of Changes in Convertible Preferred Stock, Redeemable Common Stock and Stockholders' Equity (Deficit) - USD ($)	Total	IPO	Private Placement	Warrants issued in conjunction with series A preferred stock	Issued to placement agents	Issued for services	Issued in connection with IPO	Series A Preferred Stock	Series Seed Preferred Stock	Redeemable Common Stock	Common stock	Common stock IPO	Common stock Private Placement	Common stock Issued in connection with IPO	Additional Paid-in Capital	Additional Paid-in Capital IPO	Additional Paid-in Capital Private Placement	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	Additional Paid-in Capital Issued in connection with IPO	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]
Temporary equity new shares issued (in shares)								132,537	8,771
Temporary equity new shares issued								$ 950,000	$ 50,000
Conversion of convertible securities (in shares)								78,178	2,615,553
Conversion of convertible securities								$ 529,902	$ 6,291,288
Fair value of warrants issued in conjunction with the Series A preferred stock								$ (78,967)
Change in fair value of redeemable common stock to redemption value										$ (97,000)
Ending balance (in shares) at Dec. 31, 2020								210,715	2,624,324	16,666
Ending balance at Dec. 31, 2020	$ 7,771,223							$ 1,400,935	$ 6,341,288	$ 29,000
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]
Fair value of warrants issued in conjunction with the Series A preferred stock				$ 78,967														$ 78,967
Share-based compensation expense, including vesting of restricted stock and issuance of common stock (in shares)											7,644
Share-based compensation expense, including vesting of restricted stock and issuance of common stock	219,245										$ 8				219,237
Change in fair value of redeemable common stock to redemption value	97,000														97,000
Net (loss) income	6,644,465																					6,644,465
Ending balance (in shares) at Dec. 31, 2020											331,789
Ending balance at Dec. 31, 2020	(16,921,079)										$ 332				1,876,159							(18,797,570)
Increase (Decrease) in Temporary Equity [Roll Forward]
Temporary equity new shares issued (in shares)								738,445
Temporary equity new shares issued								$ 4,982,835
Conversion of convertible securities (in shares)								844,824
Conversion of convertible securities								$ 5,728,793
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								(265,593)
Fair value of warrants issued as placement agent fees								$ (43,797)
Change in fair value of redeemable common stock to redemption value										$ 53,330
Conversion of convertible preferred shares and redeemable common shares upon initial public offering (in shares)								(2,212,543)	(2,624,324)	(16,666)
Conversion of convertible preferred shares and redeemable common shares upon initial public offering								$ (14,641,005)	$ (6,341,288)	$ (82,330)
Ending balance (in shares) at Dec. 31, 2021								0	0	0
Ending balance at Dec. 31, 2021	0							$ 0	$ 0	$ 0
Increase (Decrease) in Stockholders' Equity [Roll Forward]
Fair value of warrants issued in conjunction with the Series A preferred stock				$ 265,593	$ 43,797	$ 371,895												$ 265,593	$ 43,797	$ 371,895
Share-based compensation expense, including vesting of restricted stock and issuance of common stock (in shares)											20,915
Share-based compensation expense, including vesting of restricted stock and issuance of common stock	511,079										$ 21				511,058
Conversion of convertible securities (in shares)														9,816
Conversion of convertible securities	137,497						$ 0							$ 10	137,497						$ (10)
Conversion of convertible preferred shares and redeemable common shares upon initial public offering (in shares)											4,853,533
Conversion of convertible preferred shares and redeemable common shares upon initial public offering	21,064,623										$ 4,853				21,059,770
Change in fair value of redeemable common stock to redemption value	(53,330)														(53,330)
Sale of common stock in initial public offering, net of issuance costs (in shares)												5,750,000	5,000,000
Stock Issued During Period, Value, Initial Public Offering		$ 24,428,626	$ 28,880,504									$ 5,750	$ 5,000			$ 24,422,876	$ 28,875,504
Net (loss) income	(10,456,870)																					(10,456,870)
Ending balance (in shares) at Dec. 31, 2021											15,966,053
Ending balance at Dec. 31, 2021	$ 48,272,335										$ 15,966				$ 77,510,809							$ (29,254,440)

Commitment and Contingencies	12 Months Ended
Commitment and Contingencies	Dec. 31, 2021
Commitments and Contingencies Disclosure [Abstract]
Commitments and Contingencies	Commitments and Contingencies Patent License Agreement with Drexel University In November 2015, the Company entered into a patent license agreement, as amended, (the “Drexel License Agreement”) with Drexel for license rights to patents for certain intellectual property and know-how related to certain technology. As part of the Drexel License Agreement, the Company issued Drexel 16,666 shares of common stock. In partial consideration of the Drexel License Agreement, the Company is required to pay to Drexel certain milestone payments, ranging from $10,000 to $0.2 million on the achievement of certain milestone events for each licensed product. The Company has agreed to pay Drexel a royalty in the low single digits of net sales for each licensed product on a country-by-country, licensed product-by-licensed product basis on issued or pending valid claims. The Company may credit against amounts payable to Drexel, on a country-by-country, licensed product-by-licensed product basis up to 50% of any third-party payments which the Company must make on account of third-party license agreements. In partial consideration of the Drexel License Agreement, the Company will pay to Drexel a de-escalating sublicense fee on a quarterly basis of a high single-digit percentage that decreases to a mid-single digit percentage as time passes. In addition, the Company will make payments of the fair market value of all other consideration received by the Company from sublicensees during the quarter, other than: (a) royalties paid to the Company by a sublicensee based upon sales or net sales by the sublicensee; (b) equity investments in the Company by a sublicensee up to the amount of fair market value of the equity purchased on the date of the investment; (c) loan proceeds paid to the Company by a sublicensee in an arm’s length, full recourse debt financing to the extent that such loan is not forgiven; and (d) sponsored research funding, paid to the Company by a sublicensee in a bona fide transaction for future research to be performed by the Company. As part of a strategic review of its pipeline, the Company recently notified Drexel that it is terminating the Drexel License Agreement, effective as of April 27, 2022. 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 all of which were cancelled in connection with the IPO. 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 December 31, 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 year ended December 31, 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. Operating Leases During 2021, the Company leased its corporate offices in Philadelphia, Pennsylvania under a month-to-month lease arrangement. The Company recorded rent expense of approximately $10,000 for the years ended December 31, 2021 and 2020. In January 2022, the Company entered into a noncancellable operating sublease for corporate office space in Philadelphia, Pennsylvania. The sublease for this space commenced on February 1, 2022 and is set to expire on July 30, 2023. The minimum lease payments under the sublease is $0.1 million. Litigation Liabilities for loss contingencies arising from claims, assessments, litigation, fines, penalties, and other sources are recorded when it is probable that a liability has been incurred and the amount can be reasonably estimated. The Company believes no matters existed at either December 31, 2021 or 2020 that will have a material impact to the Company’s financial position, results of operations or cash flows.

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

Commitment and Contingencies (Details)	1 Months Ended		3 Months Ended	12 Months Ended
Commitment and Contingencies (Details)	Mar. 31, 2020 USD ($)	Nov. 30, 2015 USD ($) shares	Apr. 30, 2021 USD ($) shares	Dec. 31, 2021 USD ($) shares	Dec. 31, 2020 USD ($) shares	Feb. 01, 2022 USD ($)	Aug. 31, 2021 USD ($) $ / shares shares	Jun. 30, 2021 USD ($)
Research and Development Arrangement, Contract to Perform for Others [Line Items]
Rent expense				$ 10,000	$ 10,000
Subsequent event
Research and Development Arrangement, Contract to Perform for Others [Line Items]
Sublease minimum payments due						$ 100,000
Series A Preferred Stock
Research and Development Arrangement, Contract to Perform for Others [Line Items]
Temporary equity new shares issued (in shares) \| shares			738,445	738,445	132,537
Temporary equity, stock issued for services (in shares) \| shares				418,559
Temporary equity, stock issued for services				$ 2,837,832
Drexel University \| Collaborative Arrangement, Transaction with Party to Collaborative Arrangement
Research and Development Arrangement, Contract to Perform for Others [Line Items]
Percentage of payments as to credits accounts payable		0.50
Drexel University \| Collaborative Arrangement, Transaction with Party to Collaborative Arrangement \| Minimum
Research and Development Arrangement, Contract to Perform for Others [Line Items]
Milestone payment		$ 10,000
Drexel University \| Collaborative Arrangement, Transaction with Party to Collaborative Arrangement \| Maximum
Research and Development Arrangement, Contract to Perform for Others [Line Items]
Milestone payment		$ 200,000
Drexel University \| Collaborative Arrangement, Transaction with Party to Collaborative Arrangement \| Redeemable Common Stock
Research and Development Arrangement, Contract to Perform for Others [Line Items]
Temporary equity new shares issued (in shares) \| shares		16,666
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) \| shares							111,576
Warrant exercise price (in dollars per share) \| $ / shares							$ 7.17
Warrant fair value							$ 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 \| Collaborative Arrangement, Transaction with Party to Collaborative Arrangement \| Series A Preferred Stock
Research and Development Arrangement, Contract to Perform for Others [Line Items]
Temporary equity, stock issued for services (in shares) \| 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

Summary of Significant Accounting Policies (Policies)	12 Months Ended
Summary of Significant Accounting Policies (Policies)	Dec. 31, 2021
Accounting Policies [Abstract]
Basis of Presentation	Basis of Presentation and Principles of Consolidation The accompanying consolidated financial statements have been prepared in accordance with U.S. generally accepted accounting principles (“GAAP”). 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”) promulgated by the Financial Accounting Standards Board (“FASB”).
Principles of Consolidation	The 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.
Reclassification of Prior Year Presentation	Reclassification of Prior Year PresentationCertain prior year amounts have been reclassified for consistency with the current year presentation. These reclassifications had no effect on the reported results of operations.
Use of Estimates	Use of Estimates The preparation of 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 consolidated financial statements in the period they are determined to be necessary. Significant estimates and assumptions made in the accompanying consolidated financial statements include, but are not limited to, the fair value of common stock, share-based compensation arrangements, the fair value of warrants, the fair value of convertible debt, and prepayments, accruals and associated expense related to 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 December 31, 2021 and 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, Cash Equivalents and Restricted Cash	Cash, Cash Equivalents and Restricted CashThe 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 accounts.
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 shares 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 December 31, 2020, the convertible preferred stock subject to contingent redemption are presented as temporary equity, outside of the stockholders’ deficit section of the Company’s consolidated balance sheets.
Acquired In-Process Research and Development Costs	Acquired In-Process Research and Development CostsAcquired 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 external costs of outside vendors engaged to conduct clinical studies and other research and development activities, salaries, share-based compensation, and other operational costs related to the Company’s 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 prepaid/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.
Patent Costs	Patent Costs Costs related to filing and pursuing patent applications are recorded as general and administrative expense and expensed as incurred since recoverability of such expenditures is uncertain.
Share-based Compensation	Share-Based Compensation The Company measures and recognizes share-based compensation expense for both employee and non-employee 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 consolidated statements of operations in the same manner in which the award recipient’s 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 had been a private company and lacked 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 stock awards based on the grant date fair value of the awards.
Income Taxes	Income Taxes Prior to April 2021, the Company was a limited liability company that was treated as a pass-through entity for income tax purposes. In April 2021, upon the completion of its reverse triangular merger, the Company converted to a corporation and is subject to federal, state and local corporate income taxes which have been provided for in the financial statements based upon ASC 740, Income Taxes (“ASC 740”). Context BioPharma, Inc. has always been subject to corporate income taxes. Under ASC 740, deferred tax assets and liabilities are recognized for future tax consequences attributable to differences between the financial statement carrying amounts of existing assets and liabilities and their respective tax bases. Deferred income taxes reflect the net tax effects of temporary differences between the carrying amounts of assets and liabilities for financial reporting purposes and the amounts used for income tax reporting. Deferred tax assets are reduced by a valuation allowance if a determination is made that it is more likely than not that some or all of the deferred tax assets will not be realized based on the weight of all available evidence. As required by ASC 740, the Company recognizes the financial statement benefit of a tax position only after determining that the relevant tax authority would more likely than not sustain the position following an examination. For tax positions meeting the more-likely-than-not threshold, the amount recognized in the financial statements is the largest benefit that has a greater than 50 percent likelihood of being realized upon settlement with the relevant authority. The Company will recognize interest and penalties related to uncertain tax positions in income tax expense.
Net (Loss) Income Per Share	Net (Loss) Income Per Share The Company computes net (loss) income per share using the weighted-average number of common shares outstanding during the year. For years 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 includes convertible promissory notes, preferred stock, warrants and share-based awards outstanding, would be anti-dilutive.
Recently Adopted and Issued Accounting Pronouncements	Recently Adopted Accounting Pronouncements In August 2020, the FASB issued ASU 2020-06, Debt—Debt with Conversion and Other Options (ASC 470-20) and Derivatives and Hedging—Contracts in Entity’s Own Equity (ASC 815-40) (“ASU 2020-06”). ASU 2020-06 eliminated the beneficial conversion (and cash conversion) accounting models in ASC 470-20 that require separate accounting for embedded conversion features and simplified the settlement assessment to determine whether it qualifies for equity classification by removing certain conditions in ASC 815-40-25. In addition, the new guidance requires entities to use the if-converted method to calculate earnings per share for all convertible instruments and to include the effect of share settlement for instruments that may be settled in cash or shares. The Company adopted this standard on January 1, 2021, and the adoption did not have a material impact on its financial statements and related disclosures. In December 2019, the FASB issued ASU No. 2019-12, Income Taxes (Topic 740): Simplifying the Accounting for Income Taxes. This guidance applies to all entities and aims to reduce the complexity of tax accounting standards while enhancing reporting disclosures. This guidance is effective for fiscal years beginning after December 15, 2020 and interim periods therein. Early adoption is permitted for any annual periods for which financial statements have not been issued and interim periods therein. The Company adopted this standard on January 1, 2021, and the adoption did not have a material impact on its related disclosures. 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. The Company adopted this standard on January 1, 2022 and the adoption did not have a material impact on its consolidated financial statements due to the fact that the Company did not have any material long-term leasing arrangements as of the date of adoption.

Convertible Preferred Stock, Redeemable Common Stock and Common Stock - Narrative (Details)		1 Months Ended						3 Months Ended	6 Months Ended	12 Months Ended
	May 31, 2020 USD ($) $ / shares	Dec. 31, 2021 $ / shares shares	Oct. 31, 2021 shares	Jun. 30, 2021	Feb. 28, 2021 USD ($) $ / shares shares	Dec. 31, 2020 USD ($) $ / shares shares	May 31, 2020 USD ($) $ / shares shares	Apr. 30, 2021 USD ($) $ / shares shares	Jun. 30, 2021 USD ($)	Dec. 31, 2021 USD ($) $ / shares shares	Dec. 31, 2020 USD ($) $ / shares shares
Class of Warrant or Right [Line Items]
Warrants prior to conversion (in shares)		5,500,000	480,415							5,500,000
Stock split ratio				0.1667
Fair value of warrants issued in conjunction with the Series A preferred stock \| $					$ 100,000
IPO
Class of Warrant or Right [Line Items]
Number of shares issued in transaction (in shares)			5,750,000
Private Placement
Class of Warrant or Right [Line Items]
Number of shares issued in transaction (in shares)		5,000,000
Junior Convertible Notes \| Convertible Notes Payable
Class of Warrant or Right [Line Items]
Converted amount \| $	$ 6,300,000						$ 11,700,000
Convertible Bridge Notes \| Convertible Notes Payable
Class of Warrant or Right [Line Items]
Converted amount \| $						$ 600,000
Senior Convertible Notes, April 2020 \| Convertible Notes Payable
Class of Warrant or Right [Line Items]
Converted amount \| $					$ 6,100,000
Issued to placement agents
Class of Warrant or Right [Line Items]
Warrants prior to conversion (in shares)			250,000			33,129		24,134			33,129
Warrants, term from date of issuance			5 years
Warrant exercise price (in dollars per share) \| $ / shares		$ 6.25				$ 7.168		$ 7.168		$ 6.25	$ 7.168
Fair value of warrants issued in conjunction with the Series A preferred stock \| $										$ 43,797
Issued to Series A Stockholders
Class of Warrant or Right [Line Items]
Warrants prior to conversion (in shares)						19,544		184,597			19,544
Warrant exercise price (in dollars per share) \| $ / shares						$ 7.168		$ 7.168			$ 7.168
Series A Preferred Stock
Class of Warrant or Right [Line Items]
Temporary equity new shares issued (in shares)								738,445		738,445	132,537
Temporary equity, price per share (in dollars per share) \| $ / shares						$ 7.168		$ 7.168			$ 7.168
Fair value of Series A preferred stock issued in conjunction with collaboration and licensing agreement \| $								$ 5,000,000	$ 5,000,000	$ 4,982,835	$ 950,000
Series A Preferred Stock \| Convertible Bridge Notes \| Convertible Notes Payable
Class of Warrant or Right [Line Items]
Shares issued as a result of converted debt (in shares)						78,178
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				8,771
Temporary equity, price per share (in dollars per share) \| $ / shares	$ 5.70						$ 5.70
Fair value of Series A preferred stock issued in conjunction with collaboration and licensing agreement \| $							$ 50,000				$ 50,000
Series Seed Preferred Stock \| Junior Convertible Notes \| Convertible Notes Payable
Class of Warrant or Right [Line Items]
Shares issued as a result of converted debt (in shares)							2,615,553
Series Seed Preferred Stock \| Junior Convertible Notes \| Convertible Notes Payable \| Minimum
Class of Warrant or Right [Line Items]
Debt conversion, price per share (in dollars per share) \| $ / shares	4.28						$ 4.28
Series Seed Preferred Stock \| Junior Convertible Notes \| Convertible Notes Payable \| Maximum
Class of Warrant or Right [Line Items]
Debt conversion, price per share (in dollars per share) \| $ / shares	$ 4.56						$ 4.56

Accrued Expenses and Other Current Liabilities

12 Months Ended

Dec. 31, 2021

Other Liabilities Disclosure [Abstract]

Accrued Expenses and Other Current Liabilities

Accrued expenses and other current liabilities consisted of the following:


	December 31,
	2021		2020
Compensation and benefits	$	436,990	$	—
Clinical trial expenses	339,072		126,173
Manufacturing development expenses	—		560,000
Professional fees	345,530		—
Other accrued expenses and other current liabilities	85,529		269,816
Total accrued expenses and other current liabilities	$	1,207,121	$	955,989

Share-Based Compensation - Additional Information (Details) - USD ($)	1 Months Ended	12 Months Ended
	Apr. 30, 2021	Dec. 31, 2021	Dec. 31, 2020
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Annual rate at which authorized shares of common stock increase	4.00%
Common stock, shares issued (in shares)			7,512
Weighted average fair value of grants during period (in dollars per share)		$ 3.84	$ 9.34
Granted during the period (in shares)		481,861	14,416
Aggregate intrinsic value of options outstanding and exercisable		$ 0
Unrecognized compensation expense		$ 1,500,000
Stock options
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Share-based award contractual life		10 years
Stock Granted For Services
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Share-based compensation expense			$ 100,000
Minimum \| Stock options
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Share-based awards vesting period		1 year
Maximum \| Stock options
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Share-based awards vesting period		4 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)		742,706
Unvested restricted stock units
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Unrecognized expense related to RSUs		$ 0
Unvested restricted stock units \| Research and Development Expense
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Share-based compensation expense		$ 33,000	2,000
Unvested restricted stock units \| Minimum
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Share-based awards vesting period		1 year
Unvested restricted stock units \| 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 8 months 23 days
Stock options \| Research and Development Expense
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Share-based compensation expense		$ 74,000	75,000
Stock options \| General and Administrative Expense
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Share-based compensation expense		$ 404,000	$ 29,000

Accrued Expenses and Other Current Liabilities (Tables)

12 Months Ended

Dec. 31, 2021

Other Liabilities Disclosure [Abstract]

Schedule of Accrued Liabilities

Accrued expenses and other current liabilities consisted of the following:


	December 31,
	2021		2020
Compensation and benefits	$	436,990	$	—
Clinical trial expenses	339,072		126,173
Manufacturing development expenses	—		560,000
Professional fees	345,530		—
Other accrued expenses and other current liabilities	85,529		269,816
Total accrued expenses and other current liabilities	$	1,207,121	$	955,989

Subsequent Events	12 Months Ended
Subsequent Events	Dec. 31, 2021
Subsequent Events [Abstract]
Subsequent Events	Subsequent Events In March 2022, the Company issued 360,000 warrants to purchase common stock with an exercise price of $10.00 per share and a term of 5.76 years as compensation for professional consulting services performed in 2021. The estimated fair value of the warrants of $0.3 million was recorded in general and administrative expense on the consolidated statement of operations for the year ended December 31, 2021.

Convertible Preferred Stock, Redeemable Common Stock and Common Stock

12 Months Ended

Dec. 31, 2021

Temporary Equity Disclosure [Abstract]

Convertible Preferred Stock, Redeemable Common Stock and Common Stock

In May 2020, the Company converted $11.7 million of principal and interest related to certain Junior Convertible Notes into 2,615,553 shares of Series Seed Stock at prices ranging from $4.28 to $4.56 per share. In May 2020, the Related Party purchased 8,771 shares of Series Seed Stock at a price of $5.70 per share for $50,000.

Throughout 2020, the Company sold 132,537 shares of Series A Stock to the Related Party for $7.168 per share for proceeds of $1.0 million. The Company also issued 33,129 warrants to purchase common stock at an exercise price of $7.168 per share to the Series A Stock holder as part of the Series A Stock financing.

In December 2020, $0.6 million in principal and accrued interest related to the Convertible Bridge Notes were converted into 78,178 shares of Series A Stock. The Company also issued 19,544 warrants to purchase common stock at an exercise price of $7.168 per share to the Series A stockholders as part of the conversion from Convertible Bridge Notes to Series A 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.

In October 2021, the Company completed its IPO in which the Company 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 and redeemable common stock converted into an aggregate of 4,853,533 shares of common stock and all of the outstanding warrants converted into 9,816 shares of common stock. The Company received net proceeds of $24.4 million as a result of the offering. The Company issued 250,000 warrants to a placement agent as part of the offering with an exercise price of $6.25 per shares and a term of 5.0 years.

In December 2021, the Company sold 5,000,000 shares of common stock together with warrants to purchase 5,000,000 shares of common stock and received net proceeds of $28.9 million in a private placement. Each share of common stock and accompanying warrant were 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 Company also issued 250,000 warrants to a placement agent as part of the offering with an exercise price of $6.25 per share and a term of 5.5 years.

Warrants for Common Stock

At December 31, 2021, the Company had the following warrants outstanding to acquire common stock:


	Outstanding	Exercise price		Expiration dates
Issued in connection with IPO	250,000	$	6.25	October 2026
Issued as part of December 2021 private placement	5,250,000	$	6.25	June 2027
	5,500,000

During its evaluation of equity classification for the Company's common stock warrants issued in 2021, the Company considered the conditions as prescribed within ASC 815-40, Derivatives and Hedging, Contracts in an Entity’s own Equity. The conditions within ASC 815-40 are not subject to a probability assessment. The warrants do not fall under the liability criteria within ASC 480, Distinguishing Liabilities from Equity, as they are not puttable and do not represent an instrument that has a redeemable underlying security. The warrants do meet the definition of a derivative instrument under ASC 815, but are eligible for the scope exception as they are indexed to the Company’s own stock.

Reverse Stock Split

In June 2021, the Company effected a one-for-6 reverse stock split of its common stock and convertible preferred stock. No fractional shares were issued in connection with the reverse stock split. Any fractional share resulting from the reverse stock split was rounded down to the nearest whole share, and in lieu of any fractional shares, the Company paid in cash to the holders of such fractional shares an amount equal to the fair value, as determined by the board of directors, of such fractional shares. All common stock, convertible preferred stock, per share and related information presented in the consolidated financial statements and accompanying notes have been retroactively adjusted to reflect the reverse stock split.

- 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.

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+ Details

Convertible Promissory Notes	12 Months Ended
Convertible Promissory Notes	Dec. 31, 2021
Debt Disclosure [Abstract]
Convertible Promissory Notes	Convertible Promissory Notes Junior Convertible Notes From inception through December 2018, the Company issued Junior Convertible Notes and demand notes that converted into Junior Convertible Notes which, 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. All of the outstanding principal and accrued but unpaid interest associated with the Junior Convertible Notes converted into 2,615,553 shares of Series Seed Stock in May 2020, of which 840,363 shares were issued to the Company’s Chief Executive Officer and an immediate family member (“Related Party”). 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. On December 22, 2020, the outstanding principal and accrued but unpaid interest associated with the Convertible Bridge Notes converted into 78,178 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. At the time of conversion, the estimated fair value of the Convertible Bridge Notes was $0.5 million and was reclassified to Series A convertible preferred equity. In connection with the conversion in December 2020, the Company recorded a non-cash credit of $0.1 million related to the final decrease in fair value of the Convertible Bridge Notes. For the year ended December 31, 2020, the Company recognized approximately $30,000 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. During the year ended December 31, 2021, the outstanding principal and accrued but unpaid interest associated with the Senior Convertible Notes converted into 844,824 shares of Series A Stock. For the year ended December 31, 2020, the Company recognized a credit of $2.1 million in the consolidated statement of operations related to decreases in the fair value of the Senior Convertible Notes. For the year ended December 31, 2020, the Company recognized $0.3 million of interest expense in connection with the Senior Convertible Notes, including $0.1 million payable to the Related Party. 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. 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, 10 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 outstanding principal balance of the Loan of $0.1 million was forgiven in July 2021 and was recognized as a gain on extinguishment of debt within other income in the 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.

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+ Details

Consolidated Statement of Cash Flows - USD ($)	12 Months Ended
Consolidated Statement of Cash Flows - USD ($)	Dec. 31, 2021	Dec. 31, 2020
Cash flows from operating activities:
Net (loss) income	$ (10,456,870)	$ 6,644,465
Adjustments to reconcile net (loss) income to net cash used in operating activities:
Acquired in-process research and development	3,087,832	0
Fair value of warrants for services provided	371,895	0
Share-based compensation expense	511,079	219,245
Non-cash interest expense	46,315	661,224
Change in fair value of convertible promissory notes	(9,317)	(9,877,857)
Gain on extinguishment of debt	(125,577)	0
Changes in operating assets and liabilities:
Prepaid expenses and other current assets	(1,611,492)	4,332
Accounts payable	(866,007)	556,270
Accrued expenses and other current liabilities	252,655	757,701
Cash used in operating activities	(8,799,487)	(1,034,620)
Cash flows from investing activities:
Acquired in-process research and development	(250,000)	0
Cash used in investing activities	(250,000)	0
Cash flows from financing activities:
Proceeds from the issuance of convertible bridge notes	0	25,000
Proceeds from the issuance of note payable	0	124,054
Proceeds from the sale of common stock in initial public offering, net	24,428,626	0
Proceeds from the sale of common stock in private placement, net	28,982,575	0
Cash provided by financing activities	58,394,036	1,149,054
Net increase in cash, cash equivalents and restricted cash	49,344,549	114,434
Cash and cash equivalents at beginning of period	341,037	226,603
Cash and cash equivalents at end of period	49,685,586	341,037
Supplemental disclosure of non-cash financing activities:
Issuance of warrants in conjunction with Series A preferred stock and placement agent fees	309,390	78,967
Issuance of warrants in conjunction with Series A preferred stock and placement agent fees	2,837,832	0
Unpaid offering costs in accounts payable	102,071	117,631
Change in fair value of redeemable common stock to redemption value	53,330	97,000
Conversion of preferred stock and redeemable common stock upon initial public offering	21,064,623	0
Demand Notes to Convertible Promissory Notes
Supplemental disclosure of non-cash financing activities:
Conversion of convertible promissory notes	5,866,290	0
Bridge Notes to Series A Preferred Stock
Supplemental disclosure of non-cash financing activities:
Conversion of convertible promissory notes	0	529,902
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 Seed Preferred Stock
Cash flows from financing activities:
Proceeds from the sale of preferred stock	4,982,835	950,000
Series A Preferred Stock
Cash flows from financing activities:
Proceeds from the sale of preferred stock	$ 0	$ 50,000

Fair Value Measurements (Tables)

12 Months Ended

Dec. 31, 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:


			December 31, 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 and restricted cash (Money Market Accounts)	$	49,051,061	$	49,051,061	$	—	$	—


			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
Restricted cash (Money Market Account)	$	50,367	$	50,367	$	—	$	—
Liabilities
Convertible Promissory Notes	$	5,829,292	$	—	$	—	$	5,829,292

Roll-forward of fair values of liabilities

The following table presents a roll-forward of the aggregate fair values of the Company’s Convertible Promissory Notes (Note 6) for which fair value is determined by Level 3 inputs:


	2021		2020
Balance at beginning of year	$	5,829,292	$	21,842,931
Issuance of Convertible Bridge Notes	—		25,000
Fair value adjustments	(9,317)		(9,877,857)
Accrued interest	46,315		660,408
Conversion of Junior Convertible Notes into Series Seed Stock	—		(6,291,288)
Conversion of Senior and Convertible Bridge Notes into Series A Stock	(5,866,290)		(529,902)
Balance at end of year	$	—	$	5,829,292

Related Party Transactions	12 Months Ended
Related Party Transactions	Dec. 31, 2021
Related Party Transactions [Abstract]
Related Party Transactions	Related Party Transactions Since inception through December 31, 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 6 and Note 7.

Fair Value Measurements - Roll-forward of fair values of liabilities (Details) - Convertible debt - USD ($)	12 Months Ended
	Dec. 31, 2021	Dec. 31, 2020
Fair Value, Liabilities Measured on Recurring Basis, Unobservable Input Reconciliation, Calculation [Roll Forward]
Fair value, beginning balance	$ 5,829,292	$ 21,842,931
Fair value adjustments	(9,317)	(9,877,857)
Accrued interest	46,315	660,408
Fair value, ending balance	0	5,829,292
Convertible Bridge Notes
Fair Value, Liabilities Measured on Recurring Basis, Unobservable Input Reconciliation, Calculation [Roll Forward]
Issuance of convertible debt	0	25,000
Junior Convertible Notes
Fair Value, Liabilities Measured on Recurring Basis, Unobservable Input Reconciliation, Calculation [Roll Forward]
Conversion of debt into equity	0	(6,291,288)
Bridge Notes to Series A Preferred Stock
Fair Value, Liabilities Measured on Recurring Basis, Unobservable Input Reconciliation, Calculation [Roll Forward]
Conversion of debt into equity	$ (5,866,290)	$ (529,902)

Risks and Liquidity - Narrative (Details) - USD ($)	1 Months Ended		12 Months Ended
Risks and Liquidity - Narrative (Details) - USD ($)	Dec. 31, 2021	Oct. 31, 2021	Dec. 31, 2021	Dec. 31, 2020
Unusual Risk or Uncertainty [Line Items]
Accumulated deficit	$ (29,254,440)		$ (29,254,440)	$ (18,797,570)
Conversion of convertible notes to preferred stock (in shares)		4,853,533
Warrants prior to conversion (in shares)	5,500,000	480,415	5,500,000
Proceeds from the sale of common stock in initial public offering, net		$ 24,400,000	$ 24,428,626	$ 0
Shares issued upon conversion of warrants (in shares)		9,816
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
December 2021 Private Placement Warrants
Unusual Risk or Uncertainty [Line Items]
Number of securities called by warrants (in shares)	5,000,000		5,000,000
Warrant exercise price (in dollars per share)	$ 6.25		$ 6.25
Warrants, term from date of issuance	5 years 6 months		5 years 6 months
December 2021 Private Placement Warrants
Unusual Risk or Uncertainty [Line Items]
Number of securities called by warrants (in shares)	250,000		250,000
Warrant exercise price (in dollars per share)	$ 6.25		$ 6.25
Warrants, term from date of issuance	5 years 6 months		5 years 6 months
IPO
Unusual Risk or Uncertainty [Line Items]
Number of shares issued in transaction (in shares)		5,750,000
Sale of stock, price per share (in dollars per share)		$ 5.00
Private Placement
Unusual Risk or Uncertainty [Line Items]
Stock issuance, consideration received	$ 28,900,000
Number of shares issued in transaction (in shares)	5,000,000
Sale of stock, price per share (in dollars per share)	$ 6.25		$ 6.25

Share-Based Compensation - Schedule of Share-Based Activity (Details) - $ / shares	12 Months Ended
	Dec. 31, 2021	Dec. 31, 2020	Dec. 31, 2019
Number of Options
Outstanding at beginning of period ( in shares)	24,830	10,414
Granted during the period (in shares)	481,861	14,416
Outstanding at period end (in shares)	506,691	24,830	10,414
Exercisable at period end (in shares)	130,059
Vested and expected to vest at period end (in shares)	506,691
Weighted Average Exercise Price Per Share
Outstanding at beginning of period (in dollars per share)	$ 17.84	$ 20.67
Granted (in dollars per share)	5.05	15.79
Outstanding at period end (in dollars per share)	5.68	$ 17.84	$ 20.67
Exercisable at period end (in dollars per share)	7.30
Vested and expected to vest at period end (in dollars per share)	$ 5.68
Weighted Average Remaining Contractual Term (years)
Outstanding at beginning of period	9 years 3 months 18 days	8 years 4 months 24 days	8 years 2 months 12 days
Outstanding at end of period	9 years 3 months 18 days	8 years 4 months 24 days	8 years 2 months 12 days
Vested and exercisable at December 31, 2021	9 years
Vested and expected to vest at December 31, 2021	9 years 3 months 18 days

Summary of Significant Accounting Policies - Schedule of Antidilutive Securities Excluded from Computation of Earnings Per Share (Details) - shares	12 Months Ended
	Dec. 31, 2021	Dec. 31, 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	6,006,691	184,983
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	506,691	24,830
Unvested restricted stock units
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	45
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	5,500,000	160,108

Convertible Preferred Stock, Redeemable Common Stock and Common Stock - Schedule of Warrants Outstanding (Details) - $ / shares	Dec. 31, 2021	Oct. 31, 2021
Class of Warrant or Right [Line Items]
Warrants prior to conversion (in shares)	5,500,000	480,415
Issued in connection with IPO
Class of Warrant or Right [Line Items]
Warrants prior to conversion (in shares)	250,000
Warrant exercise price (in dollars per share)	$ 6.25
Issued as part of December 2021 private placement
Class of Warrant or Right [Line Items]
Warrants prior to conversion (in shares)	5,250,000
Warrant exercise price (in dollars per share)	$ 6.25

Risks and Liquidity	12 Months Ended
Risks and Liquidity	Dec. 31, 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 $29.3 million as of December 31, 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. The Company’s primary source of liquidity to date has been the issuance of convertible promissory notes, convertible preferred stock and common stock. In the first half of 2021, the Company raised $5.0 million in net proceeds related to the sale of its Series A convertible preferred stock (“Series A Stock”) and warrants for common stock (see Note 7 for further discussion). In October 2021, the Company closed an initial public offering (“IPO”) on the Nasdaq Stock Market, 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 and redeemable common stock converted into an aggregate of 4,853,533 shares of common stock and 480,415 warrants converted into 9,816 shares of common stock. The Company received net proceeds of $24.4 million as a result of its initial public offering. In December 2021, the Company sold 5,000,000 shares of its common stock together with warrants to purchase 5,000,000 shares of its common stock in a private placement and received net proceeds of $28.9 million. Each share of common stock and accompanying warrant were 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. In addition, at the closing of the private placement, 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 5.5 years from the date of issuance. The Company believes its cash and cash equivalents at December 31, 2021 are sufficient to fund its projected operations into fiscal year 2024. However, substantial additional capital will be needed by the Company to fund its operations and to commercially develop its current and future product candidates. There is no assurance that such financing will be available when needed or on acceptable terms. The Company plans to secure 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. 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 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 trial. 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.