0001213900-22-023717 | S-1 | XBRL Viewer

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Document And Entity Information	12 Months Ended
Document And Entity Information	Dec. 31, 2021
Document Information Line Items
Entity Registrant Name	BLUE WATER VACCINES INC.
Document Type	S-1
Amendment Flag	false
Entity Central Index Key	0001782107
Entity Filer Category	Non-accelerated Filer
Entity Small Business	true
Entity Emerging Growth Company	true
Entity Ex Transition Period	false
Entity Incorporation, State or Country Code	DE

Balance Sheets - USD ($)	Dec. 31, 2021	Dec. 31, 2020
Current assets
Cash	$ 1,928,474	$ 4,308,821
Prepaid expenses	234,551	242,853
Deferred offering costs	757,646
Receivable from related parties	152,524	44,805
Total current assets	3,073,195	4,596,479
Prepaid expenses, long-term		184,934
Property and equipment, net	11,502	15,667
Deposit		15,000
Total assets	3,084,697	4,812,080
Current liabilities
Accounts payable	582,605	68,668
Accrued expenses	1,055,515
Total current liabilities	1,638,120	68,668
Deferred rent		9,642
Total liabilities	1,638,120	78,310
Commitments and Contingencies (see Note 7)
Stockholders’ equity
Preferred stock, $0.00001 par value, 10,000,000 and 1,150,000 shares authorized at December 31, 2021 and 2020, respectively;
Series Seed: 1,150,000 shares designated; 1,146,138 shares issued and outstanding at December 31, 2021 and December 31, 2020; $15.4 million and $7.8 million aggregate liquidation preference of Series Seed cumulative preferred stock at December 31, 2021 and December 31, 2020, respectively	11	11
Common stock, $0.00001 par value, 250,000,000 and 2,300,000 shares authorized at December 31, 2021 and 2020, respectively; 3,200,000 shares outstanding at December 31, 2021 and 2020	32	32
Additional paid-in-capital	7,403,204	7,273,063
Accumulated deficit	(5,956,670)	(2,539,336)
Total stockholders’ equity	1,446,577	4,733,770
Total liabilities and stockholders’ equity	$ 3,084,697	$ 4,812,080

Balance Sheets (Parentheticals) - USD ($) $ in Millions	Dec. 31, 2021	Dec. 31, 2020
Statement of Financial Position [Abstract]
Preferred stock, par value (in Dollars per share)	$ 0.00001	$ 0.00001
Preferred stock, shares authorized	10,000,000	1,150,000
Preferred stock, par value	1,150,000	1,150,000
Preferred stock, shares issued	1,146,138	1,146,138
Preferred stock, shares outstanding	1,146,138	1,146,138
Aggregate liquidation preference shares (in Dollars)	$ 15.4	$ 7.8
Common stock, par value (in Dollars per share)	$ 0.00001	$ 0.00001
Common stock, shares authorized	250,000,000	2,300,000
Common stock, shares outstanding	3,200,000	3,200,000

Statements of Operations - USD ($)	12 Months Ended
Statements of Operations - USD ($)	Dec. 31, 2021	Dec. 31, 2020
Operating costs and expenses
General and administrative	$ 2,092,304	$ 1,097,161
Research and development	1,325,030	524,908
Total operating expenses	3,417,334	1,622,069
Loss from operations	(3,417,334)	(1,622,069)
Other income
Interest income		22,603
Total other income		22,603
Net loss	(3,417,334)	(1,599,466)
Cumulative preferred stock dividends	627,391	559,928
Net loss applicable to common stockholder	$ (4,044,725)	$ (2,159,394)
Net loss per share attributable to common stockholder, basic and diluted (in Dollars per share)	$ (1.26)	$ (0.67)
Weighted average number of common shares outstanding, basic and diluted (in Shares)	3,200,000	3,200,000

Statements of Stockholders' Equity - USD ($)	Preferred Stock	Common Stock	Additional Paid-in Capital	Accumulated Deficit	Total
Balance at Dec. 31, 2019	$ 11	$ 32	$ 6,938,226	$ (939,870)	$ 5,998,399
Balance (in Shares) at Dec. 31, 2019	1,146,138	3,200,000
Stock-based compensation			334,837		334,837
Net loss				(1,599,466)	(1,599,466)
Balance at Dec. 31, 2020	$ 11	$ 32	7,273,063	(2,539,336)	4,733,770
Balance (in Shares) at Dec. 31, 2020	1,146,138	3,200,000
Stock-based compensation			130,141		130,141
Net loss				(3,417,334)	(3,417,334)
Balance at Dec. 31, 2021	$ 11	$ 32	$ 7,403,204	$ (5,956,670)	$ 1,446,577
Balance (in Shares) at Dec. 31, 2021	1,146,138	3,200,000

- Definition

The portion of profit or loss for the period, net of income taxes, which is attributable to the parent.

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+ Details

- Definition

Total of all stockholders' equity (deficit) items, net of receivables from officers, directors, owners, and affiliates of the entity which are attributable to the parent. The amount of the economic entity's stockholders' equity attributable to the parent excludes the amount of stockholders' equity which is allocable to that ownership interest in subsidiary equity which is not attributable to the parent (noncontrolling interest, minority interest). This excludes temporary equity and is sometimes called permanent equity.

+ References

+ Details

Statements of Cash Flows - USD ($)	12 Months Ended
Statements of Cash Flows - USD ($)	Dec. 31, 2021	Dec. 31, 2020
Cash flows from operating activities
Net loss	$ (3,417,334)	$ (1,599,466)
Adjustments to reconcile net loss to net cash used in operating activities:
Depreciation expense	4,890	3,056
Stock-based compensation	130,141	334,837
Write off of receivable from related party	22,242
Loss on disposal of property and equipment	1,199
Changes in assets and liabilities:
Prepaid expenses	8,302	(242,845)
Receivable from related parties	(114,961)	(36,475)
Prepaid expenses, long-term	184,934	(184,934)
Accrued expenses	809,279	(57,385)
Accounts payable	336,715	50,291
Deferred rent	(9,642)	2,783
Net cash used in operating activities	(2,044,235)	(1,730,138)
Cash flows from investing activities
Purchase of property and equipment	(1,924)	(11,792)
Net cash used in investing activities	(1,924)	(11,792)
Cash flows from financing activities
Payments of deferred offering costs	(334,188)
Net cash used in financing activities	(334,188)
Net decrease in cash	(2,380,347)	(1,741,930)
Cash, beginning of period	4,308,821	6,050,751
Cash, end of period	1,928,474	4,308,821
Noncash investing and financing activities:
Deferred offering costs included in accounts payable and accrued expenses	$ 423,458

Organization, Plan of Business Operations

12 Months Ended

Dec. 31, 2021

Accounting Policies [Abstract]

Organization, Plan of Business Operations

Note 1 — Organization, Plan of Business Operations

Blue Water Vaccines Inc. (the “Company”) was formed on October 26, 2018, to focus on the research and development of transformational vaccines to prevent infectious diseases worldwide. The Company’s lead vaccine candidates, BWV-101 and BWV-102, are being investigated as a universal influenza vaccine with the potential against all influenza strains and may provide a first-in-class long-term global vaccine that protects millions. The Company’s proprietary, immunogenic, multi-purpose platform enables the Company to bioengineer viral nanoparticles to deliver antigens, enhancing immunity, in an array of infectious disease agents, including influenza. All of the Company’s vaccine candidates are in the pre-clinical developmental stage.

Liquidity and Financial Condition

12 Months Ended

Dec. 31, 2021

Disclosure Text Block Supplement [Abstract]

Liquidity and Financial Condition

Note 2 — Liquidity and Financial Condition

The Company has had limited operating activities to date, substantially all of which have been devoted to seeking licenses and engaging in research and development activities. The Company’s product candidates currently under development will require significant additional research and development efforts prior to commercialization. The Company has financed its operations since inception primarily using proceeds received from seed investors.

The Company has incurred substantial operating losses since inception and expects to continue to incur significant operating losses for the foreseeable future. As of December 31, 2021, the Company had cash of approximately $1.9 million, working capital of approximately $1.4 million and an accumulated deficit of approximately $6.0 million.

On February 23, 2022, the Company completed its initial public offering (“IPO”) in which the Company received approximately $17.2 million in net proceeds, after deducting the underwriting discount, and estimated offering expenses, see Note 10. The Company believes the existing cash at December 31, 2021, together with the net proceeds received upon the close of its IPO, will be sufficient to continue operations, satisfy its obligations and fund the future expenditures that will be required to conduct the clinical and regulatory work to develop its product candidates into the second quarter of 2023. As such, the Company determined that it is not probable based on projected cash flows that substantial doubt about the Company’s ability to continue as a going concern exists for the one-year period following the date that the financial statements for the year ended December 31, 2021 were issued.

The Company will require significant additional capital to make the investments it needs to execute its longer-term business plan. The Company expects a significant increase in cash outflows as compared to its historical spend for its planned pre-clinical development and clinical trial activities, and as such, it will need to raise additional capital to sustain operations and meet its long-term operating requirements beyond the one year period following the issuance of these financial statements. The Company expects to seek additional funding through additional debt or equity financings; however, there are currently no commitments in place for further financing nor is there any assurance that such financing will be available to the Company on favorable terms, if at all. If the Company is unable to secure additional capital, it may be required to curtail any clinical trials and development of products and take additional measures to reduce expenses in order to conserve its cash in amounts sufficient to sustain operations and meet its obligations in the long-term.

Summary of Significant Accounting Policies

12 Months Ended

Dec. 31, 2021

Accounting Policies [Abstract]

Summary of Significant Accounting Policies

Note 3 — Summary of Significant Accounting Policies

Basis of Presentation

The Company’s financial statements have been prepared in conformity with accounting principles generally accepted in the United States of America (“U.S. GAAP”).

Stock Split

On November 24, 2021, the Company’s board of directors approved a 4-for-1 (4:1) stock split (the “Stock Split”) of the Company’s common stock without any change to its par value, which became effective on November 24, 2021, see Note 6. All references to share and per share amounts for all periods presented in these financial statements have been retrospectively restated to reflect the Stock Split and proportional adjustment of the preferred stock conversion ratio. Par values were not adjusted.

Immaterial Correction to Previously Issued Financial Statements

During the preparation of the financial statements for the nine months ended September 30, 2021, the Company identified an error in the disclosures related to the Series Seed liquidation preference, see Note 6 for related disclosures and defined terms. In previously issued financial statements, the Liquidation Preference Amount was incorrectly calculated and disclosed in the balance sheet at one times the Original Issue Price per share, plus unpaid cumulative dividends. As discussed in Note 6, the Liquidation Preference Amount has been two times the Original Issue Price per share, plus unpaid cumulative dividends. The Company evaluated this disclosure error based on the guidance provided by the SEC’s Staff Accounting Bulletin 99, Materiality, and determined that its impact was not material to its previously issued annual and interim financial statements, and accordingly, no prior period financial statements have been restated. The Company corrected the disclosure amount prospectively in the balance sheet as of September 30, 2021, and corrected the related disclosure in Note 6, to accurately describe the existing liquidation preference.

Use of Estimates

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

Concentration of Credit Risk

Financial instruments that potentially subject the Company to concentrations of credit risk consist of cash accounts in a financial institution, which, at times, may exceed the Federal Depository Insurance Coverage limit of $250,000. As of December 31, 2021 and 2020, the Company has not experienced losses on these accounts and management believes the Company is not exposed to significant risks on such accounts.

Property and Equipment

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

Fair Value of Financial Instruments

Financial instruments, including cash, accounts payable and accrued liabilities are carried at cost, which management believes approximates fair value due to the short-term nature of these instruments. The fair value of the Company’s assets and liabilities, which qualify as financial instruments under the Financial Accounting Standards Board (“FASB”) Accounting Standards Codification (“ASC”) Topic 820, Fair Value Measurements, approximates the carrying amounts represented in the balance sheet.

Fair Value Measurements

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

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

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

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

In some circumstances, the inputs used to measure fair value might be categorized within different levels of the fair value hierarchy. In those instances, the fair value measurement is categorized in its entirety in the fair value hierarchy based on the lowest level input that is significant to the fair value measurement.

Deferred Offering Costs

Deferred offering costs consist of legal, accounting, and other costs incurred through the balance sheet date that are directly related to the Company’s initial public offering and that will be charged to stockholders’ equity upon the completion of the IPO.

Research and Development

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

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

Stock-Based Compensation

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

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

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

Expected Volatility — The Company computes stock price volatility over expected terms based on comparable companies historical common stock trading prices.

Common Stock Fair Value — The fair value of the common stock underlying the Company’s stock options was estimated at each grant date and was determined with the assistance of an independent third-party valuation expert. The assumptions underlying these valuations represented management’s best estimates, which involved inherent uncertainties and the application of significant levels of management judgment.

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

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

The Company recognizes forfeitures of equity awards as they occur.

Fair Value of Common Stock

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

• the prices, rights, preferences and privileges of our preferred stock relative to our common stock;

• our business, financial condition and results of operations, including related industry trends affecting our operations;

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

• the lack of marketability of our common stock;

• the market performance of comparable publicly traded companies;

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

• Common stock valuation methodology.

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

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

Income Taxes

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

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

Comprehensive Income (Loss)

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

Net Loss Per Share

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

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

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

	Years Ended December 31,
	2021	2020
Options to purchase shares of common stock	780,640	780,640
Series Seed Preferred Stock	4,584,552	4,584,552
Total	5,365,192	5,365,192

New Accounting Pronouncements

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

On February 2016, the FASB issued Accounting Standards Update (“ASU”) No. 2016-02, Leases (Topic 842). Under the new guidance, lessees will be required to recognize all leases (with the exception of short-term leases) on the balance sheet as a lease liability, which is a lessee’s obligation to make lease payments arising from a lease, measured on a discounted basis and a right-of-use asset, which is an asset that represents the lessee’s right to use, or control the use of, a specified asset for the lease term. This guidance was effective for public business entities for fiscal years beginning after December 15, 2018, including interim periods within those fiscal years. For all other entities, after certain effective date deferrals, this guidance is effective for fiscal years beginning after December 15, 2021, and interim periods within fiscal years beginning after December 15, 2022. Early adoption was permitted. On January 1, 2021, the Company adopted ASU No. 2016-02, and the adoption of this standard did not have an impact on the Company’s financial statements as the Company is currently not subject to any lease agreements with terms in excess of 12 months.

In December 2019, the FASB issued ASU No. 2019-12, Income Taxes (Topic 740): Simplifying the Accounting for Income Taxes (“ASU 2019-12”), which is intended to simplify various aspects related to accounting for income taxes. ASU 2019-12 removes certain exceptions to the general principles in Topic 740 and also clarifies and amends existing guidance to improve consistent application. This guidance is effective for public business entities for fiscal years, and interim periods within those fiscal years, beginning after December 15, 2020. For all other entities, the standard will be effective for fiscal years beginning after December 15, 2021, and interim periods within fiscal years beginning after December 15, 2022. Early adoption is permitted. The Company adopted ASU 2019-12 on January 1, 2021 on a prospective basis. Adoption of the ASU did not impact the Company’s financial position, results of operations or cash flows.

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

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

In May 2021, the FASB issued ASU 2021-04, Earnings Per Share (Topic 260), Debt — Modifications and Extinguishments (Subtopic 470-50), Compensation — Stock Compensation (Topic 718), and Derivatives and Hedging — Contracts in Entity’s Own Equity (Subtopic 815-40): Issuer’s Accounting for Certain Modifications or Exchanges of Freestanding Equity-Classified Written Call Options (a consensus of the FASB Emerging Issues Task Force). The ASU clarifies and reduces diversity in an issuer’s accounting for modifications or exchanges of freestanding equity-classified written call options (for example, warrants) that remain equity classified after modification or exchange. The ASU provides guidance that will clarify whether an issuer should account for a modification or an exchange of a freestanding equity-classified written call option that remains equity classified after modification or exchange as (1) an adjustment to equity and, if so, the related earnings per share (EPS) effects, if any, or (2) an expense and, if so, the manner and pattern of recognition. The new guidance is effective for all entities for annual and interim periods beginning after December 15, 2021, and early adoption is permitted, including adoption in an interim period. The Company is currently evaluating the impact that this new guidance will have on its financial statements.

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

Reclassification

Certain amounts in the accompanying financial statements have been reclassified to conform to the current period’s presentation. The amounts reclassified were those related to consulting fee prepayments to our Chief Executive Officer (see Note 8), which were previously included in prepaid expenses in the historical balance sheet as of December 31, 2020, and were reclassified to receivable from related parties in the accompanying financial statements. The reclassification did not have any effect on the prior period net loss or cash flows from operations.

Balance Sheet Details

12 Months Ended

Dec. 31, 2021

Disclosure Text Block Supplement [Abstract]

Balance Sheet Details

Note 4 — Balance Sheet Details

Prepaid Expenses

Prepaid expenses consisted of the following as of December 31, 2021 and 2020:

	As of December 31, 2021		As of December 31, 2020
Prepaid research and development	$	203,910	$	233,532
Prepaid insurance		4,842		4,321
Prepaid other		25,799		5,000
Total	$	234,551	$	242,853

Accrued Expenses

Accrued expenses consisted of the following as of December 31, 2021 and 2020:

	As of December 31, 2021		As of December 31, 2020
Accrued license fees	$	225,000	$	—
Accrued research and development		300,182		—
Accrued deferred offering costs		246,236		—
Accrued compensation		234,265		—
Accrued other		49,832		—
Total	$	1,055,515	$	—

Significant Agreements

12 Months Ended

Dec. 31, 2021

Significant Agreements [Abstract]

Significant Agreements

Note 5 — Significant Agreements

Oxford University Innovation Limited

In December 2018, the Company entered into an option agreement Oxford University Innovation (“OUI”), which was a precursor to a license agreement (the “OUI Agreement”), dated July 16, 2019. Under the terms of the OUI Agreement, the Company holds an exclusive, worldwide license to certain specified patent rights and biological materials relating to the use of epitopes of limited variability and virus-like particle products and practice processes that are covered by the licensed patent rights and biological materials for the purpose of developing and commercializing a vaccine product candidate for influenza. The Company is obligated to use its best efforts to develop and market Licensed Products, as defined in the OUI Agreement, in accordance with its development plan, report to OUI on progress, achieve the following milestones and must pay OUI nonrefundable milestone fees when it achieves them: initiation of first Phase I study; initiation of first Phase II study; initiation of first Phase III/pivotal registration studies; first submission of application for regulatory approval (BLA/NDA); marketing authorization in the United States; marketing authorization in any EU country; marketing authorization in Japan; first marketing authorization in any other country; first commercial sale in Japan; first commercial sale in any ROW country; first year that annual sales equal or exceed certain thresholds. See Note 7 for additional information on the milestone payments as well as royalty obligations required under the OUI Agreement. The OUI Agreement will expire upon ten (10) years from the expiration of the last patent contained in the licensed patent rights, unless terminated earlier. None of the applications included in the OUI licensed patent rights have been issued as of December 31, 2020. During the year ended December 31, 2021, the U.S. Patent related to immunogenic composition was issued to OUI. This patent expires in August 2037. Either party may terminate the OUI Agreement for an uncured material breach. The Company may terminate the OUI Agreement for any reason at any time upon six months’ written notice expiring after the third anniversary of the OUI Agreement. OUI may terminate immediately if the Company has a petition presented for its winding-up or passes a resolution for winding up other than for a bona fide amalgamation or reconstruction or compounds with its creditors or has a receiver or administrator appointed. OUI may also terminate if the Company opposes or challenges the validity of any of the patents or applications in the Licensed Technology, as defined in the OUI Agreement; raises the claim that the know-how of the Licensed Technology is not necessary to develop and market Licensed Products; or in OUI’s reasonable opinion, is taking inadequate or insufficient steps to develop or market Licensed Products and does not take any further steps that OUI requests by written notice within a reasonable time.

For the years ended December 31, 2021 and 2020, the Company did not incur any licensing fee payments for intellectual property licenses. See Note 7.

St. Jude Children’s Hospital

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

For the years ended December 31, 2021 and 2020, the Company recognized $11,000 and $15,000, respectively, for intellectual property licenses, which is recorded as research and development expenses. See Note 7 for additional information on the milestone payments as well as royalty obligations required under the St. Jude Agreement.

Cincinnati Children’s Hospital Medical Center

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

challenge or induce others set up challenges to the validity or enforceability of any of the Licensed Patents, as defined in the CHMC Agreement, and the Company will be obligated reimburse CHMC for its costs, including reasonable attorneys’ fees.

For the year ended December 31, 2021, the Company accrued licensing fee payments for intellectual property licenses and patent reimbursements, which are recorded as research and development expenses, in aggregate of $402,104. See Notes 4 and 7.

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

The Company entered into a Master Services Agreement (“Ology MSA”), dated July 19, 2019, with Ology, Inc. (“Ology”) to provide services from time to time, including but not limited to technology transfer, process development, analytical method optimization, cGMP manufacture, regulatory affairs, and stability studies of biologic products. Pursuant to the Ology MSA, the Company and Ology shall enter into a Project Addendum for each project to be governed by the terms and conditions of the Ology MSA. The Company has entered into two Project Addendums as of December 31, 2021. The initial Project Addendum was executed on October 18, 2019 and the Company was required to pay Ology an aggregate of approximately $4 million. Due to unforeseen delays associated with COVID-19, the Company and Ology entered into a letter agreement dated January 9, 2020 to stop work on the project. The Company paid Ology $100,000 for services, of which $48,600 remained as a prepaid expense as of December 31, 2020. The second Project Addendum was executed on May 21, 2021 and the Company is obligated to pay Ology an aggregate amount of approximately $2.8 million, plus reimbursement for materials and outsourced testing, which will be billed at cost plus 15%. This project began during the year ended December 31, 2021, and the Company has incurred related research and development expenses of approximately $328,000 of which approximately $164,000 and $115,000 was recorded as accounts payable and accrued expenses, respectively, at December 31, 2021. See Note 4.

Stockholders' Equity

12 Months Ended

Dec. 31, 2021

Stockholders' Equity Note [Abstract]

Stockholders' Equity

Note 6 — Stockholders’ Equity

Authorized Capital and Stock Split

On November 24, 2021, in connection with the filing of the amended registration statement for an IPO, the Company’s board of directors approved a 4-for-1 (4:1) stock split of the Company’s common stock without any change to its par value, which became effective on November 24, 2021. No fractional shares will be issued in connection with the Stock Split as all fractional shares will be rounded down to the next whole share. All references to share and per share amounts for all periods presented in these financial statements have been retrospectively restated to reflect the Stock Split and proportional adjustment of the preferred stock conversion ratio. Par values were not adjusted. Additionally, the Company’s board of directors approved for the increase in authorized shares of common stock and preferred stock to 250,000,000 shares and 10,000,000 shares, respectively. There was no change to the number of shares designated as Series Seed Preferred Stock, which is 1,150,000. Prior to this amendment, the Company was authorized to issue up to 2,300,000 shares of common stock and 1,150,000 shares of preferred stock, both with par value $0.00001 per share.

Common Stock

As of December 31, 2021 and 2020, there were 3,200,000 shares of common stock issued and outstanding.

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

Preferred Stock

The Company has authorized 1,150,000 shares of preferred stock as Series Seed Preferred Stock (“Series Seed”), with an original issue price of $6.09 per share (the “Original Issue Price”). As of December 31, 2021 and 2020, there were 1,146,138 shares issued and outstanding.

Conversion

Each share of the Series Seed is convertible, at the option of the holder, at any time and from time to time, and without the payment of additional consideration by the holder, at a conversion price of $1.52 per share, subject to certain adjustments for stock splits, stock dividends, recapitalizations, and similar corporate transactions, into fully paid and non-assessable shares of the Company’s common stock. Each Series Seed is automatically converted into common stock of the Company, at the then-effective conversion price, upon the closing of a firmly underwritten public offering netting proceeds of at least $50 million with an offering price of at least three hundred percent (300%) of the Original Issue Price of the Series Seed. On October 7, 2021, the majority of the holders of the Series Seed approved the automatic conversion of the outstanding shares of the Series Seed and all related accrued and unpaid dividends, upon the close of the IPO. The number of conversion shares to be issued upon the close of the IPO will be calculated in accordance with the original conversion terms provided by the Company’s Amended and Restated Certificate of Incorporation (“COI”) dated July 1, 2019. This conversion occurred on February 23, 2022, upon the close of the Company’s IPO, see Note 10.

Dividends

Holders of the Series Seed are entitled to receive cumulative dividends at a per share rate of 8% per annum, compounded annually, on the initial investment amount commencing on the date of issue. Dividends are payable only when, as, and if declared by the Board of Directors or upon a Liquidation Event, as described below. Dividends on Series Seed are in preference to any dividend on the Company’s common stock. As of December 31, 2021, aggregate cumulative dividends total $1,489,803 or $1.30 per Series Seed share.

Liquidation Preference

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

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

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

Voting

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

Stock Transactions

On July 1, 2019, the Company entered into a Series Seed Preferred Stock Purchase Agreement (“Purchase Agreement”) with five qualified investors. The investors agreed to purchase and the Company agreed to sell and issue to investors a total of 1,146,138 shares of Series Seed Preferred Stock, $0.00001 par value per share, at a purchase price of $6.09 per share. On July 1, 2019, the Company received approximately $6.9 million (net of offering costs of approximately $45,000) in cash from investors in exchange for the issuance of 1,146,138 shares of Series Seed Preferred Stock.

2019 Equity Incentive Plan

The Company’s 2019 Equity Incentive Plan (the “2019 Plan”) was adopted by its board of directors and by its stockholders on July 1, 2019. The Company has reserved 1,400,000 shares of common stock for issuance pursuant to the 2019 Plan.

Stock Options

During the year ended December 31, 2020, the Company granted options to purchase up to 688,800 shares of the Company’s common stock to its board members and employees pursuant to the 2019 Plan. The aggregate grant date fair value of these options was approximately $0.5 million. No stock options have been granted during the year ended December 31, 2021.

The fair value of options granted in 2020 was estimated using the following assumptions:

		For the Year Ended December 31,
		2020
Exercise price		$0.01
Term (years)		5.03 – 6.98
Expected stock price volatility		112.2% – 115.2%
Risk-free rate of interest		0.37% – 1.76%

A summary of stock option information for the year ended December 31, 2021 is presented below:

	Number of Shares	Weighted Average Exercise Price		Total Intrinsic Value		Weighted Average Remaining Contractual Life (in years)
Outstanding as of December 31, 2020	780,640	$	0.01	$	532,787	9.1
Outstanding as of December 31, 2021	780,640	$	0.01	$	532,787	8.1
Options vested and exercisable as of December 31, 2021	438,096	$	0.01	$	299,001	8.1

Stock-Based Compensation

Stock-based compensation expense for the years ended December 31, 2021 and 2020 was as follows:

	For the Years Ended December 31,
	2021		2020
General and administrative	$	41,061	$	89,555
Research and development		89,080		245,282
Total	$	130,141	$	334,837

As of December 31, 2021, future stock-based compensation expense relating to outstanding stock options is approximately $68,000 and will be recorded through December 2023.

- Definition

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

+ References

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-Paragraph 13
-Subparagraph (g)
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+ Details

Commitments and Contingencies

12 Months Ended

Dec. 31, 2021

Commitments and Contingencies Disclosure [Abstract]

Commitments and Contingencies

Note 7 — Commitments and Contingencies

Office lease

The Company leased office space for approximately $5,500 a month from a related party. The Company paid a $15,000 rental deposit and rent expense for the years ended December 31, 2021 and 2020 was approximately $26,000 and $66,000, respectively. The Company terminated the related party lease in May 2021 and entered into a new lease with an unrelated party in April 2021. The Company is not a party to a lease with a term in excess of 12 months and has a month-to-month lease as of December 31, 2021.

Litigation

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

Significant agreements

Oxford University Innovation Limited

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

from any sublicensee (including all up-front, milestone and other one-off payments received by the Company from any sub-licenses or other contracts granted by the Company with respect to the licensed technology). In addition, the Company is required to pay OUI milestone payments of up to an aggregate of $51.25 million; specifically, upon the achievement of specified development milestones of approximately $2.25 million, regulatory milestones of approximately $9.5 million, and commercial milestones of approximately $39.5 million. The annual maintenance fee and milestone fees are indexed to the RPI (Retail Prices index for all items which is published in the United Kingdom by the Office for National Statistics, or any replacement of it) and will be increased or decreased as appropriate as set forth in the OUI Agreement. As of December 31, 2021, the Company evaluated the likelihood of the Company achieving the specified milestones and generating product sales, and determined the likelihood is not yet probable and as such no accrual of these payments is required as of December 31, 2021.

Oxford University Research Agreement

Pursuant to the terms of the OUI Agreement, as disclosed in Note 5, the Company entered into a sponsored research agreement dated December 18, 2019 with Oxford University for research related to the OUI Agreement for a period of three years for a total of £420,000. The Company prepaid the full amount to Oxford of $554,802 for the services in January 2020, of which approximately $0.2 million and $0.4 million remains as a prepaid expense as of December 31, 2021 and 2020, respectively.

St. Jude Children’s Hospital

Pursuant to the St. Jude Agreement, as disclosed in Note 5, the Company is obligated to pay certain milestone and royalty payments in the future, as the related contingent events occur. Specifically, the Company is obligated to make 4% royalty payments for each licensed product(s) sold by the Company or its affiliates, based on the net sales for the duration of the St. Jude Agreement, and also pay 15% of consideration received for any sublicenses. The Company is required to pay an annual maintenance fee of $10,000 beginning on the first anniversary of the Effective Date (which is waived if all of the developmental milestones scheduled for completion before such annual fee is due have been achieved). In addition, the Company is required to pay St. Jude milestone payments of up to an aggregate of $1 million; specifically, upon the achievement of specified development milestones of approximately $0.2 million, regulatory milestones of approximately $0.3 million, and commercial milestones of approximately $0.5 million. As of December 31, 2021, the Company evaluated the likelihood of the Company achieving the specified milestones and generating product sales, and determined the likelihood is not yet probable and as such no accrual of these payments is required as of December 31, 2021.

St. Jude Children’s Sponsored Research Agreement

In addition to the St. Jude Agreement, the Company also entered into a sponsored research agreement dated May 3, 2021 with St. Jude for research related to the St. Jude Agreement. Pursuant to this research agreement, the Company is obligated to pay St. Jude an aggregate amount of $73,073 in two parts, Phase I for $57,624 and Phase II for $15,449. This sponsored research project began during the year ended December 31, 2021, and the Company has incurred related research and development expenses of approximately $65,000 of which approximately $8,000 was recorded as accrued expenses at December 31, 2021.

Cincinnati Children’s Hospital Medical Center

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

obligated to pay up to a 25% royalty on any non-royalty sublicense revenue paid to the Company by any sublicensee. The CHMC Agreement also provides the Company with an option to license any CHMC or jointly patented modification, alteration or improvement of any invention claimed in a Licensed Patent (“CHMC Improvement” and “Joint Improvement, respectively”), with a $50,000 option fee for each Improvement that the Company elects to include in the license grant of the CHMC Agreement. In addition, the Company is required to pay CHMC milestone payments of up to an aggregate of $59.75 million; specifically, upon the achievement of specified development milestones of approximately $0.5 million, regulatory milestones of approximately $1.25 million, and commercial milestones of approximately $58 million. As of December 31, 2021, the Company evaluated the likelihood of the Company achieving the specified milestones and generating product sales, and determined the likelihood is not yet probable and as such no accrual of these payments is required as of December 31, 2021.

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

Pursuant to the Ology MSA and the second Project Addendum, as disclosed in Note 5, the Company is obligated to pay Ology an aggregate amount of approximately $2.8 million, plus reimbursement for materials and outsourced testing which will be billed at cost plus 15%. This project began during the year ended December 31, 2021, and the Company has incurred related research and development expenses of approximately $328,000 of which approximately $164,000 and $115,000 was recorded as accounts payable and accrued expenses, respectively, at December 31, 2021. This project is currently expected to be performed through the fourth quarter of 2023.

Indemnification

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

Risks and Uncertainties — COVID-19

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

Related Party Transactions

12 Months Ended

Dec. 31, 2021

Related Party Transactions

Note 8 — Related Party Transactions

The Company has engaged the Chief Executive Officer, who is also the Board Chairman and sole common stockholder of the Company, pursuant to a consulting agreement commencing October 22, 2018, which calls for the Company to pay for consulting services performed on a monthly basis. During the years ended December 31, 2021 and 2020, the Company incurred approximately $0.4 million in fees under the consulting agreement, which are recognized in general and administrative expenses in the statements of operations. In addition, during the year ended December 31, 2021, the Company paid the Chief Executive Officer a discretionary bonus of $0.2 million, which is also recognized in general and administrative expenses in the statements of operations. No such bonuses were earned or paid during the year ended December 31, 2020.

The Company also leased office space from a related party, through common ownership, and had a rental deposit of $15,000 on the balance sheet as of December 31, 2020. The lease is further described in Note 7 of these financial statements. The lease was terminated in May 2021, and the deposit was reclassified to the receivable from related parties balance. During the fourth quarter of 2021, the amounts due from this related party were determined to be uncollectible and were written off. The total amount written off was approximately $22,000, is recognized in general and administrative expenses in the accompanying statement of operations, and is related to the lease deposit, overpaid rent and utility expenses.

As of December 31, 2021 and 2020, the Company has a receivable from related parties of approximately $153,000 and $45,000, respectively. The balance consists primarily of consulting fee prepayments to the Company’s CEO, in the amounts of $140,000 and $35,000 as of December 31, 2021 and 2020, respectively. The remaining balance as of December 31, 2021 consists of miscellaneous payments made by the Company on the behalf of the CEO. The remaining balance as of December 31, 2020 consists of overpaid rent and utility expenses.

One of the Company’s directors serves on the Advisory Board for the Cincinnati Children’s Hospital Medical Center Innovation Fund, which is affiliated with CHMC. The Company has an exclusive license agreement with CHMC as disclosed in Note 5.

Income Taxes

12 Months Ended

Dec. 31, 2021

Income Tax Disclosure [Abstract]

Income Taxes

Note 9 — Income Taxes

The Company’s major tax jurisdictions are the United States, Florida, and Ohio and the Company does not have any pending tax audits. All of the Company’s tax years are subject to examination by the United States, Florida and Ohio tax authorities.

At December 31, 2021, the Company had a net operating loss (“NOL”) carryforward for federal and state income tax purposes totaling approximately $4.9 million and $5.1 million, respectively, available to reduce future taxable income, all of which are carried forward indefinitely for federal tax purposes under the Tax Cuts and Jobs Act. The Coronavirus Aid, Relief, and Economic Security Act (“CARES Act”) signed in to law on March 27, 2020, provided that NOLs generated in a taxable year beginning in 2018 and all subsequent years to date, may now be carried back five years and forward indefinitely. In addition, the limitation of NOL utilization up to 80% of taxable income limitation is temporarily removed, allowing NOLs to fully offset taxable income. Of the state net operating losses, approximately $1.4 million follow the Federal Tax Cuts and Jobs Act and are carried over indefinitely, and approximately $3.7 million will begin to expire in 2024 if not utilized.

The NOL carry forward is subject to review and possible adjustment by the Internal Revenue Service and state tax authorities. Under the Internal Revenue Code (“IRC”) Sections 382 and 383, annual use of the Company’s net operating loss carryforwards to offset taxable income may be limited based on cumulative changes in ownership. The Company has not completed an analysis to determine whether any such limitations have been triggered as of December 31, 2021. The amount of the annual limitation, if any, will be 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.

The tax effects of the temporary differences and carryforwards that give rise to deferred tax assets consist of the following:

	As of December 31,
	2021			2020
Deferred tax assets:
Net-operating loss carryforward	$	1,120,155		$	554,813
Stock-based compensation		106,171			91,035
License agreement		59,685			20,848
Accrued compensation		55,500			—
Other accrued expenses		14,636			11,247
Gross deferred tax assets		1,356,147			677,943
Valuation allowance		(1,353,673	)		(677,943	)
Deferred tax assets, net of allowance	$	2,474		$	—
Deferred tax liabilities:
Fixed assets		(2,474	)		—
Total deferred tax liabilities	$	(2,474	)	$	—
Net deferred tax assets	$	—		$	—

The Company has evaluated the positive and negative evidence bearing upon the realizability of its deferred tax assets. Based on the Company’s history of operating losses since inception, the Company has concluded that it is more likely than not that the benefit of its deferred tax assets will not be realized. Accordingly, the Company has provided a full valuation allowance for deferred tax assets as of December 31, 2021 and 2020. During the year ended December 31, 2021, the valuation allowance increased by approximately $0.7 million.

The provision for income taxes on earnings subject to income taxes differs from the statutory Federal rate at December 31, 2021 and 2020, due to the following:

	For the Years Ended December 31,
	2021			2020
Expected income tax benefit at Federal statutory tax rate	$	(717,640	)	$	(335,888	)
State and local taxes, net of Federal tax benefit		(91,233	)		(94,768	)
State rate adjustment		119,413			—
Other		13,730			4,884
Change in valuation allowance		675,730			425,772
Provision for income taxes	$	—		$	—

Under U.S. GAAP, the impact of an uncertain income tax position on the income tax return must be recognized at the largest amount that is more-likely-than-not to be sustained upon audit by the relevant taxing authority. An uncertain income tax position will not be recognized if it has less than a 50% likelihood of being sustained. Additionally, U.S. GAAP provides guidance on derecognition, classification, interest and penalties, accounting for interim periods, disclosure and transition. The Company’s policy is to recognize interest and penalties related to uncertain tax positions in income tax expense. As of December 31, 2021 and 2020, there were no unrecognized tax benefits and therefore, no accrual for related interest and penalties.

- 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 https://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
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-URI https://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
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-Section 50
-Paragraph 17
-Subparagraph (b)
-URI https://asc.fasb.org/extlink&oid=121826272&loc=d3e32809-109319

Reference 4: http://www.xbrl.org/2003/role/disclosureRef
-Publisher FASB
-Name Accounting Standards Codification
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-Section S99
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-URI https://asc.fasb.org/extlink&oid=122134291&loc=d3e330036-122817

Reference 5: http://www.xbrl.org/2003/role/disclosureRef
-Publisher FASB
-Name Accounting Standards Codification
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-SubTopic 10
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Reference 6: http://www.xbrl.org/2003/role/disclosureRef
-Publisher FASB
-Name Accounting Standards Codification
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-URI https://asc.fasb.org/extlink&oid=6424409&loc=d3e44925-109338

Reference 7: http://www.xbrl.org/2003/role/disclosureRef
-Publisher FASB
-Name Accounting Standards Codification
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-URI https://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 https://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 https://asc.fasb.org/extlink&oid=120395691&loc=d3e23780-122690

+ Details

Subsequent Events

12 Months Ended

Dec. 31, 2021

Subsequent Events [Abstract]

Subsequent Events

Note 10 — Subsequent Events

The Company has completed an evaluation of all subsequent events through March 18, 2022 to ensure that these financial statements include appropriate disclosure of events both recognized in the financial statements and events which occurred but were not recognized in the financial statements. Except as described below, the Company has concluded that no subsequent event has occurred that requires disclosure.

Effective January 1, 2022, the Company adopted a defined contribution savings plan (“the Plan”) pursuant to Section 401(k) of the Internal Revenue Code. The Plan is for the benefit of all qualifying employees and permits voluntary contributions by employees of up to 100% of eligible compensation, subject to the maximum limits imposed by Internal Revenue Service. The terms of the Plan allow for discretionary employer contributions. Enrolment in the Plan will become available on April 1, 2022.

On February 7, 2022, the Company and its former underwriter, Maxim Group (“Maxim”), entered into a termination agreement, whereby the parties agreed to terminate their engagement of Maxim as the Company’s lead managing underwriter and book runner in connection with the Company’s IPO. Per the terms of the termination agreement, the Company agreed to pay Maxim a termination fee of $300,000, due upon the close of the Company’s IPO.

On February 17, 2022, the Company entered into an underwriting agreement (the “Underwriting Agreement”) with Boustead Securities, LLC, acting as representative of the underwriters (“Boustead”), in relation to the Company’s IPO, pursuant to which the Company agreed to sell to the underwriters an aggregate of 2,222,222 shares of the Company’s common stock, at a price of $9.00 per share. The IPO closed on February 23, 2022, and resulted in net proceeds to the Company, after deducting the underwriting discount, and estimated offering expenses, of approximately $17.2 million. Pursuant to the Underwriting Agreement, the Company issued to Boustead warrants to purchase 111,111 shares of common stock. The warrants will be exercisable at a per share exercise price equal to $10.35 and are exercisable at any time and from time to time, in whole or in part, during the period commencing on February 23, 2022 and terminating on February 11, 2027. In addition, effective upon the closing of the IPO, all of the shares of the Company’s outstanding Series Seed Preferred Stock, along with all accrued dividends, converted into 5,626,365 shares of common stock pursuant to a conversion approved by requisite holders of the Series Seed Preferred Stock.

On February 23, 2022, the Company filed with the Secretary of State of the State of Delaware an amended and restated certificate of incorporation (the “A&R COI”), which became effective immediately. The Company’s board of directors and stockholders approved the A&R COI to be effective upon the closing of the IPO. There was no change to the Company’s authorized shares of common stock and preferred stock of 250,000,000 shares and 10,000,000 shares, respectively. In addition, on February 23, 2022 and in connection with the closing of the IPO, the Company’s board of directors adopted Amended and Restated Bylaws and the Company’s 2022 Equity Incentive Plan (the “2022 Plan”), which is the successor and continuation of the Company’s 2019 Plan. Under the 2022 Plan, the Company may grant stock options, restricted stock, restricted stock units, stock appreciation rights, and other forms of awards to employees, directors and consultants of the Company. Upon its effectiveness, a total of 1,600,000 shares of common stock were reserved for issuance under the 2022 Plan.

Upon the close of the Company’s IPO, employment agreements with the Company’s Chief Executive Officer, Chief Financial Officer, and Chief Business Officer became effective. The employment agreements provide for annual compensation of approximately $1.4 million in the aggregate for the three officers, as well as annual performance bonuses up to their respective targeted amounts, with the actual bonuses being based upon the level of achievement of annual Company and individual performance objectives each year, as determined by the Company’s compensation committee.

Accounting Policies, by Policy (Policies)

12 Months Ended

Dec. 31, 2021

Accounting Policies [Abstract]

Basis of Presentation

The Company’s financial statements have been prepared in conformity with accounting principles generally accepted in the United States of America (“U.S. GAAP”).

Stock Split

Immaterial Correction to Previously Issued Financial Statements

Use of Estimates

Concentration of Credit Risk

Property and Equipment

Fair Value of Financial Instruments

Fair Value Measurements

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

Deferred Offering Costs

Research and Development

Stock-Based Compensation

Expected Volatility — The Company computes stock price volatility over expected terms based on comparable companies historical common stock trading prices.

The Company recognizes forfeitures of equity awards as they occur.

Fair Value of Common Stock

• the prices, rights, preferences and privileges of our preferred stock relative to our common stock;

• our business, financial condition and results of operations, including related industry trends affecting our operations;

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

• the lack of marketability of our common stock;

• the market performance of comparable publicly traded companies;

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

• Common stock valuation methodology.

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

Income Taxes

Comprehensive Income (Loss)

Net Loss Per Share

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

	Years Ended December 31,
	2021	2020
Options to purchase shares of common stock	780,640	780,640
Series Seed Preferred Stock	4,584,552	4,584,552
Total	5,365,192	5,365,192

New Accounting Pronouncements

Reclassification

Summary of Significant Accounting Policies (Tables)

12 Months Ended

Dec. 31, 2021

Accounting Policies [Abstract]

Schedule of computation of diluted shares outstanding

	Years Ended December 31,
	2021	2020
Options to purchase shares of common stock	780,640	780,640
Series Seed Preferred Stock	4,584,552	4,584,552
Total	5,365,192	5,365,192

Balance Sheet Details (Tables)

12 Months Ended

Dec. 31, 2021

Disclosure Text Block Supplement [Abstract]

Schedule of prepaid expenses

	As of December 31, 2021		As of December 31, 2020
Prepaid research and development	$	203,910	$	233,532
Prepaid insurance		4,842		4,321
Prepaid other		25,799		5,000
Total	$	234,551	$	242,853

Schedule of accrued expenses

	As of December 31, 2021		As of December 31, 2020
Accrued license fees	$	225,000	$	—
Accrued research and development		300,182		—
Accrued deferred offering costs		246,236		—
Accrued compensation		234,265		—
Accrued other		49,832		—
Total	$	1,055,515	$	—

Stockholders' Equity (Tables)

12 Months Ended

Dec. 31, 2021

Stockholders' Equity Note [Abstract]

Schedule of fair value of options

		For the Year Ended December 31,
		2020
Exercise price		$0.01
Term (years)		5.03 – 6.98
Expected stock price volatility		112.2% – 115.2%
Risk-free rate of interest		0.37% – 1.76%

Schedule of stock option information

	Number of Shares	Weighted Average Exercise Price		Total Intrinsic Value		Weighted Average Remaining Contractual Life (in years)
Outstanding as of December 31, 2020	780,640	$	0.01	$	532,787	9.1
Outstanding as of December 31, 2021	780,640	$	0.01	$	532,787	8.1
Options vested and exercisable as of December 31, 2021	438,096	$	0.01	$	299,001	8.1

Schedule of stock-based compensation expense

	For the Years Ended December 31,
	2021		2020
General and administrative	$	41,061	$	89,555
Research and development		89,080		245,282
Total	$	130,141	$	334,837

Income Taxes (Tables)

12 Months Ended

Dec. 31, 2021

Income Tax Disclosure [Abstract]

Schedule of deferred tax assets

	As of December 31,
	2021			2020
Deferred tax assets:
Net-operating loss carryforward	$	1,120,155		$	554,813
Stock-based compensation		106,171			91,035
License agreement		59,685			20,848
Accrued compensation		55,500			—
Other accrued expenses		14,636			11,247
Gross deferred tax assets		1,356,147			677,943
Valuation allowance		(1,353,673	)		(677,943	)
Deferred tax assets, net of allowance	$	2,474		$	—
Deferred tax liabilities:
Fixed assets		(2,474	)		—
Total deferred tax liabilities	$	(2,474	)	$	—
Net deferred tax assets	$	—		$	—

Schedule of income taxes differs from the statutory federal rate

	For the Years Ended December 31,
	2021			2020
Expected income tax benefit at Federal statutory tax rate	$	(717,640	)	$	(335,888	)
State and local taxes, net of Federal tax benefit		(91,233	)		(94,768	)
State rate adjustment		119,413			—
Other		13,730			4,884
Change in valuation allowance		675,730			425,772
Provision for income taxes	$	—		$	—

Liquidity and Financial Condition (Details) - USD ($) $ in Millions	1 Months Ended
	Feb. 23, 2022	Dec. 31, 2021
Liquidity and Financial Condition (Details) [Line Items]
Company cash		$ 1.9
Working capital		1.4
Accumulated deficit		$ 6.0
IPO [Member] \| Subsequent Event [Member]
Liquidity and Financial Condition (Details) [Line Items]
Net proceeds	$ 17.2

Summary of Significant Accounting Policies (Details)	12 Months Ended
Summary of Significant Accounting Policies (Details)	Dec. 31, 2021 USD ($)
Summary of Significant Accounting Policies (Details) [Line Items]
Federal depository insurance coverage limit (in Dollars)	$ 250,000
Expected dividend yield	0.00%
Minimum [Member]
Summary of Significant Accounting Policies (Details) [Line Items]
Property, Plant and Equipment, Useful Life	3 years
Maximum [Member]
Summary of Significant Accounting Policies (Details) [Line Items]
Property, Plant and Equipment, Useful Life	7 years

Summary of Significant Accounting Policies (Details) - Schedule of computation of diluted shares outstanding - shares	12 Months Ended
	Dec. 31, 2021	Dec. 31, 2020
Schedule of computation of diluted shares outstanding [Abstract]
Options to purchase shares of common stock	780,640	780,640
Series Seed Preferred Stock	4,584,552	4,584,552
Total	5,365,192	5,365,192

Balance Sheet Details (Details) - Schedule of prepaid expenses - USD ($)	Dec. 31, 2021	Dec. 31, 2020
Schedule of prepaid expenses [Abstract]
Prepaid research and development	$ 203,910	$ 233,532
Prepaid insurance	4,842	4,321
Prepaid other	25,799	5,000
Total	$ 234,551	$ 242,853

Balance Sheet Details (Details) - Schedule of accrued expenses - USD ($)	12 Months Ended
	Dec. 31, 2021	Dec. 31, 2020
Schedule of accrued expenses [Abstract]
Accrued license fees	$ 225,000
Accrued research and development	300,182
Accrued deferred offering costs	246,236
Accrued compensation	234,265
Accrued other	49,832
Total	$ 1,055,515

Significant Agreements (Details)	12 Months Ended
Significant Agreements (Details)	Dec. 31, 2021
Significant Agreements [Abstract]
Oxford Agreement	In December 2018, the Company entered into an option agreement Oxford University Innovation (“OUI”), which was a precursor to a license agreement (the “OUI Agreement”), dated July 16, 2019. Under the terms of the OUI Agreement, the Company holds an exclusive, worldwide license to certain specified patent rights and biological materials relating to the use of epitopes of limited variability and virus-like particle products and practice processes that are covered by the licensed patent rights and biological materials for the purpose of developing and commercializing a vaccine product candidate for influenza. The Company is obligated to use its best efforts to develop and market Licensed Products, as defined in the OUI Agreement, in accordance with its development plan, report to OUI on progress, achieve the following milestones and must pay OUI nonrefundable milestone fees when it achieves them: initiation of first Phase I study; initiation of first Phase II study; initiation of first Phase III/pivotal registration studies; first submission of application for regulatory approval (BLA/NDA); marketing authorization in the United States; marketing authorization in any EU country; marketing authorization in Japan; first marketing authorization in any other country; first commercial sale in Japan; first commercial sale in any ROW country; first year that annual sales equal or exceed certain thresholds. See Note 7 for additional information on the milestone payments as well as royalty obligations required under the OUI Agreement. The OUI Agreement will expire upon ten (10) years from the expiration of the last patent contained in the licensed patent rights, unless terminated earlier. None of the applications included in the OUI licensed patent rights have been issued as of December 31, 2020. During the year ended December 31, 2021, the U.S. Patent related to immunogenic composition was issued to OUI. This patent expires in August 2037. Either party may terminate the OUI Agreement for an uncured material breach. The Company may terminate the OUI Agreement for any reason at any time upon six months’ written notice expiring after the third anniversary of the OUI Agreement. OUI may terminate immediately if the Company has a petition presented for its winding-up or passes a resolution for winding up other than for a bona fide amalgamation or reconstruction or compounds with its creditors or has a receiver or administrator appointed. OUI may also terminate if the Company opposes or challenges the validity of any of the patents or applications in the Licensed Technology, as defined in the OUI Agreement; raises the claim that the know-how of the Licensed Technology is not necessary to develop and market Licensed Products; or in OUI’s reasonable opinion, is taking inadequate or insufficient steps to develop or market Licensed Products and does not take any further steps that OUI requests by written notice within a reasonable time.For the years ended December 31, 2021 and 2020, the Company did not incur any licensing fee payments for intellectual property licenses. See Note 7.
St Jude Agreement	The Company entered into a license agreement (the “St. Jude Agreement”), dated January 27, 2020, with St. Jude Children’s Research Hospital (“St. Jude”). Under the terms of the St. Jude Agreement, the Company holds an exclusive, worldwide license to certain specified patent rights and biological materials relating to the use of live attenuated streptococcus pneumoniae and practice processes that are covered by the licensed patent rights and biological materials for the purpose of developing and commercializing a vaccine product candidate for streptococcus pneumoniae. The St. Jude Agreement will expire upon the expiration of the last valid claim contained in the licensed patent rights, unless terminated earlier. The Company is obligated to use commercially reasonable efforts to develop and commercialize the licensed product(s). The milestones include the following events: (i) complete IND enabling study; (ii) initiate animal toxicology study; (iii) file IND; (iv) complete Phase I Clinical Trial; (v) commence Phase II Clinical Trial; (vi) commence Phase III Clinical Trial; and, (vii) regulatory approval, U.S. or foreign equivalent. If the Company fails to achieve the development milestones contained in the St. Jude Agreement, and if the Company and St. Jude fail to agree upon a mutually satisfactory revised timeline, St. Jude will have the right to terminate the St. Jude Agreement. Either party may terminate the St. Jude Agreement in the event the other party (a) files or has filed against it a petition under the Bankruptcy Act (among other things) or (b) fails to perform or otherwise breaches its obligations under the St. Jude Agreement, and has not cured such failure or breach within sixty (60) days. The Company may terminate for any reason on thirty (30) days written notice.For the years ended December 31, 2021 and 2020, the Company recognized $11,000 and $15,000, respectively, for intellectual property licenses, which is recorded as research and development expenses. See Note 7 for additional information on the milestone payments as well as royalty obligations required under the St. Jude Agreement.
Cincinnati Children’s Agreement	The Company entered into a license agreement (the “CHMC Agreement”), dated June 1, 2021, with Children’s Hospital Medical Center, d/b/a Cincinnati Children’s Hospital Medical Center (“CHMC”). Under the terms of the CHMC Agreement, the Company holds an exclusive, worldwide license (other than the excluded field of immunization against, and prevention, control, or reduction in the severity of gastroenteritis caused by rotavirus and norovirus in China and Hong Kong) to certain specified patent and biological materials relating to the use of norovirus nanoparticles and practice processes that are covered by the licensed patent rights and biological materials for the purpose of developing and commercializing CHMC patents and related technology directed to a virus-like particle vaccine platform that utilizes nanoparticle delivery technology that may have potential broad application to develop vaccines for multiple infectious diseases. The term of the CHMC Agreement begins on the effective date and extends on a jurisdiction by jurisdiction and product by product basis until the later of: (i) the last to expire licensed patent; (ii) ten (10) years after the first commercial sale; or, (iii) entrance onto the market of a biosimilar or interchangeable product. The Company is obligated to use commercially reasonable efforts to bring licensed products to market through diligent research and development, testing, manufacturing and commercialization, to use best efforts to make all necessary regulatory filings and obtain all necessary regulatory approvals, to achieve milestones relating to development and sales, and report to CHMC on progress. The Company will also be obligated to pay the agreed upon development milestone payments to CHMC, as well as royalty payments, see Note 7 for additional information. The Company may terminate the CHMC Agreement for convenience, at any time prior to first commercial sale of a product or process by providing one hundred and eighty (180) days’ written notice to CHMC. It may also terminate for a CHMC uncured material breach. CHMC may terminate the CHMC Agreement for an uncured Company material breach or insolvency or bankruptcy. Pursuant to the terms of the CHMC Agreement, if the Company fails to achieve the milestones, and cannot mutually agree with CHMC on an amendment to the milestones, then CHMC will have the option of converting any and all of such exclusive licenses to nonexclusive licenses, to continue developing indications that have already entered development at any stage or in which the Company has invested in developing. CHMC may also terminate the CHMC Agreement to the fullest extent permitted by law in the countries of the worldwide territory, in the event the Company or its affiliates challenge or induce others set up challenges to the validity or enforceability of any of the Licensed Patents, as defined in the CHMC Agreement, and the Company will be obligated reimburse CHMC for its costs, including reasonable attorneys’ fees.For the year ended December 31, 2021, the Company accrued licensing fee payments for intellectual property licenses and patent reimbursements, which are recorded as research and development expenses, in aggregate of $402,104. See Notes 4 and 7.
Ology Agreement	The Company entered into a Master Services Agreement (“Ology MSA”), dated July 19, 2019, with Ology, Inc. (“Ology”) to provide services from time to time, including but not limited to technology transfer, process development, analytical method optimization, cGMP manufacture, regulatory affairs, and stability studies of biologic products. Pursuant to the Ology MSA, the Company and Ology shall enter into a Project Addendum for each project to be governed by the terms and conditions of the Ology MSA. The Company has entered into two Project Addendums as of December 31, 2021. The initial Project Addendum was executed on October 18, 2019 and the Company was required to pay Ology an aggregate of approximately $4 million. Due to unforeseen delays associated with COVID-19, the Company and Ology entered into a letter agreement dated January 9, 2020 to stop work on the project. The Company paid Ology $100,000 for services, of which $48,600 remained as a prepaid expense as of December 31, 2020. The second Project Addendum was executed on May 21, 2021 and the Company is obligated to pay Ology an aggregate amount of approximately $2.8 million, plus reimbursement for materials and outsourced testing, which will be billed at cost plus 15%. This project began during the year ended December 31, 2021, and the Company has incurred related research and development expenses of approximately $328,000 of which approximately $164,000 and $115,000 was recorded as accounts payable and accrued expenses, respectively, at December 31, 2021. See Note 4.

Stockholders' Equity (Details) - USD ($)		12 Months Ended
Stockholders' Equity (Details) - USD ($)	Jul. 01, 2019	Dec. 31, 2021	Dec. 31, 2020	Nov. 24, 2021
Stockholders' Equity (Details) [Line Items]
Common Stock, Shares Authorized				2,300,000
Preferred stock, shares authorized		10,000,000	1,150,000	1,150,000
Common stock, par value (in Dollars per share)		$ 0.00001	$ 0.00001	$ 0.00001
Preferred stock, per share (in Dollars per share)	$ 0.00001	$ 0.00001	$ 0.00001	$ 0.00001
Common stock, shares, issued		3,200,000	3,200,000
Common stock, shares, outstanding		3,200,000	3,200,000
Voting rights		one
Preferred stock, shares issued		1,146,138	1,146,138
Preferred stock, shares outstanding		1,146,138	1,146,138
Conversion price, per shares (in Dollars per share)		$ 1.52
Offering netting proceeds (in Dollars)		$ 50,000,000
Offering price percentage		300.00%
Dividends rate of percentage		8.00%
Cumulative dividends (in Dollars)		$ 1,489,803
Series seed per share (in Dollars per share)		$ 1.3
Shares issued	1,146,138
Purchase price per share (in Dollars per share)	$ 6.09
Received amount (in Dollars)	$ 6,900,000
Net of offering costs (in Dollars)	$ 45,000
Purchase of shares			688,800
Fair value (in Dollars)			$ 500,000
Stock-based compensation expense (in Dollars)		$ 68,000
Series Seed Preferred Stock [Member]
Stockholders' Equity (Details) [Line Items]
Preferred stock, shares authorized		1,150,000
Shares issued	1,146,138
Original Issue Price [Member]
Stockholders' Equity (Details) [Line Items]
Price per share (in Dollars per share)		$ 6.09
2019 Plan [Member]
Stockholders' Equity (Details) [Line Items]
Common stock issuance		1,400,000
Board of Directors [Member]
Stockholders' Equity (Details) [Line Items]
Common Stock, Shares Authorized				250,000,000
Preferred stock, shares authorized				10,000,000
Board of Directors [Member] \| Series Seed Preferred Stock [Member]
Stockholders' Equity (Details) [Line Items]
Preferred stock, shares authorized				1,150,000

Stockholders' Equity (Details) - Schedule of fair value of options	12 Months Ended
	Dec. 31, 2020 $ / shares
Stockholders' Equity (Details) - Schedule of fair value of options [Line Items]
Exercise price (in Dollars per share)	$ 0.01
Minimum [Member]
Stockholders' Equity (Details) - Schedule of fair value of options [Line Items]
Term (years)	5 years 10 days
Expected stock price volatility	112.20%
Risk-free rate of interest	0.37%
Maximum [Member]
Stockholders' Equity (Details) - Schedule of fair value of options [Line Items]
Term (years)	6 years 11 months 23 days
Expected stock price volatility	115.20%
Risk-free rate of interest	1.76%

Stockholders' Equity (Details) - Schedule of stock option information - USD ($)	12 Months Ended
	Dec. 31, 2021	Dec. 31, 2020
Schedule of stock option information [Abstract]
Number of Shares, Beginning Balance		780,640
Weighted Average Exercise Price, Beginning Balance		$ 0.01
Total Intrinsic Value, Beginning Balance		$ 532,787
Weighted Average Remaining Contractual Life (in years), Beginning Balance		9 years 1 month 6 days
Number of Shares, Ending Balance	780,640
Weighted Average Exercise Price, Ending Balance	$ 0.01
Total Intrinsic Value, Ending Balance	$ 532,787
Weighted Average Remaining Contractual Life (in years), Ending Balance	8 years 1 month 6 days
Number of Shares, Options vested and exercisable	438,096
Weighted Average Exercise Price, Options vested and exercisable	$ 0.01
Total Intrinsic Value, Options vested and exercisable	$ 299,001
Weighted Average Remaining Contractual Life (in years), Options vested and exercisable	8 years 1 month 6 days

Stockholders' Equity (Details) - Schedule of stock-based compensation expense - USD ($)	12 Months Ended
	Dec. 31, 2021	Dec. 31, 2020
Share-Based Payment Arrangement, Expensed and Capitalized, Amount [Line Items]
Share-based compensation	$ 130,141	$ 334,837
General and administrative [Member]
Share-Based Payment Arrangement, Expensed and Capitalized, Amount [Line Items]
Share-based compensation	41,061	89,555
Research and development [Member]
Share-Based Payment Arrangement, Expensed and Capitalized, Amount [Line Items]
Share-based compensation	$ 89,080	$ 245,282

Commitments and Contingencies (Details) - USD ($)	12 Months Ended
Commitments and Contingencies (Details) - USD ($)	Dec. 31, 2021	Dec. 31, 2020
Commitments and Contingencies (Details) [Line Items]
Royalty on net sale percentage	6.00%
Annual minimum royalty payment	$ 250,000
Royalty rate	3.00%
Obligated to pay royalty percentage	25.00%
Milestone payments, description	In addition, the Company is required to pay OUI milestone payments of up to an aggregate of $51.25 million; specifically, upon the achievement of specified development milestones of approximately $2.25 million, regulatory milestones of approximately $9.5 million, and commercial milestones of approximately $39.5 million.
Research, development and license agreements	Oxford University Research AgreementPursuant to the terms of the OUI Agreement, as disclosed in Note 5, the Company entered into a sponsored research agreement dated December 18, 2019 with Oxford University for research related to the OUI Agreement for a period of three years for a total of £420,000. The Company prepaid the full amount to Oxford of $554,802 for the services in January 2020, of which approximately $0.2 million and $0.4 million remains as a prepaid expense as of December 31, 2021 and 2020, respectively.St. Jude Children’s HospitalPursuant to the St. Jude Agreement, as disclosed in Note 5, the Company is obligated to pay certain milestone and royalty payments in the future, as the related contingent events occur. Specifically, the Company is obligated to make 4% royalty payments for each licensed product(s) sold by the Company or its affiliates, based on the net sales for the duration of the St. Jude Agreement, and also pay 15% of consideration received for any sublicenses. The Company is required to pay an annual maintenance fee of $10,000 beginning on the first anniversary of the Effective Date (which is waived if all of the developmental milestones scheduled for completion before such annual fee is due have been achieved). In addition, the Company is required to pay St. Jude milestone payments of up to an aggregate of $1 million; specifically, upon the achievement of specified development milestones of approximately $0.2 million, regulatory milestones of approximately $0.3 million, and commercial milestones of approximately $0.5 million. As of December 31, 2021, the Company evaluated the likelihood of the Company achieving the specified milestones and generating product sales, and determined the likelihood is not yet probable and as such no accrual of these payments is required as of December 31, 2021.St. Jude Children’s Sponsored Research AgreementIn addition to the St. Jude Agreement, the Company also entered into a sponsored research agreement dated May 3, 2021 with St. Jude for research related to the St. Jude Agreement. Pursuant to this research agreement, the Company is obligated to pay St. Jude an aggregate amount of $73,073 in two parts, Phase I for $57,624 and Phase II for $15,449. This sponsored research project began during the year ended December 31, 2021, and the Company has incurred related research and development expenses of approximately $65,000 of which approximately $8,000 was recorded as accrued expenses at December 31, 2021.Cincinnati Children’s Hospital Medical CenterPursuant to the CHMC Agreement, as disclosed in Note 5, the Company is obligated to pay certain milestone and royalty payments in the future, as the related contingent events occur. Specifically, the Company is obligated to pay CHMC a single-digit royalty on net sales, being 5%, 4% or 2% depending on the product, until the last valid claim covering a licensed product exists, at which point the royalty rates decrease by 50%. The Company is also obligated to pay up to a 25% royalty on any non-royalty sublicense revenue paid to the Company by any sublicensee. The CHMC Agreement also provides the Company with an option to license any CHMC or jointly patented modification, alteration or improvement of any invention claimed in a Licensed Patent (“CHMC Improvement” and “Joint Improvement, respectively”), with a $50,000 option fee for each Improvement that the Company elects to include in the license grant of the CHMC Agreement. In addition, the Company is required to pay CHMC milestone payments of up to an aggregate of $59.75 million; specifically, upon the achievement of specified development milestones of approximately $0.5 million, regulatory milestones of approximately $1.25 million, and commercial milestones of approximately $58 million. As of December 31, 2021, the Company evaluated the likelihood of the Company achieving the specified milestones and generating product sales, and determined the likelihood is not yet probable and as such no accrual of these payments is required as of December 31, 2021.
Incurred related research and development expenses	$ 328,000
Accounts payable	164,000
Accrued expenses	115,000
Operating Leases, Rent Expense [Member]
Commitments and Contingencies (Details) [Line Items]
Company leased office space	5,500
Rental deposit	15,000	$ 26,000
Rent expense	$ 15,000	$ 66,000
Lease term	12 months
Ology Bioservices, Inc. [Member]
Commitments and Contingencies (Details) [Line Items]
Project services, description	Ology Bioservices, Inc. (which was later acquired by National Resilience, Inc.)Pursuant to the Ology MSA and the second Project Addendum, as disclosed in Note 5, the Company is obligated to pay Ology an aggregate amount of approximately $2.8 million, plus reimbursement for materials and outsourced testing which will be billed at cost plus 15%. This project began during the year ended December 31, 2021, and the Company has incurred related research and development expenses of approximately $328,000 of which approximately $164,000 and $115,000 was recorded as accounts payable and accrued expenses, respectively, at December 31, 2021. This project is currently expected to be performed through the fourth quarter of 2023.
Aggregate Amount	$ 2.8
Reimbursables	15.00%
Pre-phase III year [Member]
Commitments and Contingencies (Details) [Line Items]
Annual maintenance fee	$ 10,000
Phase III year [Member]
Commitments and Contingencies (Details) [Line Items]
Annual maintenance fee	$ 20,000

Related Party Transactions (Details) - USD ($)	12 Months Ended
Related Party Transactions (Details) - USD ($)	Dec. 31, 2021	Dec. 31, 2020
Related Party Transactions (Details) [Line Items]
Fees under consulting agreement	$ 400,000	$ 400,000
Rental deposit		15,000
Total amount	22,000
Receivable from related party	153,000	45,000
Chief Executive Officer [Member]
Related Party Transactions (Details) [Line Items]
General and administrative expenses	200,000
Consulting fee	$ 140,000	$ 35,000

- Definition

For an unclassified balance sheet, amounts due from related parties including affiliates, employees, joint ventures, officers and stockholders, immediate families thereof, and pension funds.

+ References

Reference 1: http://www.xbrl.org/2009/role/commonPracticeRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 235
-SubTopic 10
-Section S99
-Paragraph 1
-Subparagraph (SX 210.4-08(k)(1))
-URI https://asc.fasb.org/extlink&oid=120395691&loc=d3e23780-122690

Reference 2: http://www.xbrl.org/2003/role/disclosureRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 850
-SubTopic 10
-Section 50
-Paragraph 1
-Subparagraph (d)
-URI https://asc.fasb.org/extlink&oid=6457730&loc=d3e39549-107864

Reference 3: http://www.xbrl.org/2003/role/disclosureRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 470
-SubTopic 10
-Section S99
-Paragraph 1A
-Subparagraph (SX 210.13-01(a)(4)(iv))
-URI https://asc.fasb.org/extlink&oid=126975872&loc=SL124442526-122756

Reference 4: http://www.xbrl.org/2003/role/disclosureRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 470
-SubTopic 10
-Section S99
-Paragraph 1A
-Subparagraph (SX 210.13-01(a)(5))
-URI https://asc.fasb.org/extlink&oid=126975872&loc=SL124442526-122756

Reference 5: http://www.xbrl.org/2003/role/disclosureRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 470
-SubTopic 10
-Section S99
-Paragraph 1B
-Subparagraph (SX 210.13-02(a)(5))
-URI https://asc.fasb.org/extlink&oid=126975872&loc=SL124442552-122756

Reference 6: http://fasb.org/us-gaap/role/ref/legacyRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 942
-SubTopic 210
-Section S99
-Paragraph 1
-Subparagraph (SX 210.9-03.10(3))
-URI https://asc.fasb.org/extlink&oid=126897435&loc=d3e534808-122878

Reference 7: http://www.xbrl.org/2003/role/disclosureRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 210
-SubTopic 10
-Section S99
-Paragraph 1
-Subparagraph (SX 210.5-02(3)(a)(2))
-URI https://asc.fasb.org/extlink&oid=120391452&loc=d3e13212-122682

Reference 8: http://www.xbrl.org/2003/role/disclosureRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 470
-SubTopic 10
-Section S99
-Paragraph 1B
-Subparagraph (SX 210.13-02(a)(4)(iii)(C))
-URI https://asc.fasb.org/extlink&oid=126975872&loc=SL124442552-122756

Reference 9: http://www.xbrl.org/2003/role/disclosureRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 470
-SubTopic 10
-Section S99
-Paragraph 1B
-Subparagraph (SX 210.13-02(a)(4)(iv))
-URI https://asc.fasb.org/extlink&oid=126975872&loc=SL124442552-122756

Reference 10: http://www.xbrl.org/2003/role/disclosureRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 470
-SubTopic 10
-Section S99
-Paragraph 1A
-Subparagraph (SX 210.13-01(a)(4)(iii)(B))
-URI https://asc.fasb.org/extlink&oid=126975872&loc=SL124442526-122756

Reference 11: http://fasb.org/us-gaap/role/ref/legacyRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 944
-SubTopic 210
-Section S99
-Paragraph 1
-Subparagraph (SX 210.7-03.3)
-URI https://asc.fasb.org/extlink&oid=126734703&loc=d3e572229-122910

+ Details

Income Taxes (Details) $ in Millions	12 Months Ended
Income Taxes (Details) $ in Millions	Dec. 31, 2021 USD ($)
Income Tax Disclosure [Abstract]
Carryforward for federal and state income tax	$ 4.9
State income tax	$ 5.1
Taxable income percentage	80.00%
State net operating losses	$ 1.4
Operating loss carryforwards	3.7
Valuation allowance	$ 0.7
Uncertain income tax percentage	50.00%

Income Taxes (Details) - Schedule of deferred tax assets - USD ($)	Dec. 31, 2021	Dec. 31, 2020
Deferred tax assets:
Net-operating loss carryforward	$ 1,120,155	$ 554,813
Stock-based compensation	106,171	91,035
License agreement	59,685	20,848
Accrued compensation	55,500
Other accrued expenses	14,636	11,247
Gross deferred tax assets	1,356,147	677,943
Valuation allowance	(1,353,673)	(677,943)
Deferred tax assets, net of allowance	2,474
Deferred tax liabilities:
Fixed assets	(2,474)
Total deferred tax liabilities	(2,474)
Net deferred tax assets

Income Taxes (Details) - Schedule of income taxes differs from the statutory federal rate - USD ($)	12 Months Ended
	Dec. 31, 2021	Dec. 31, 2020
Schedule of income taxes differs from the statutory federal rate [Abstract]
Expected income tax benefit at Federal statutory tax rate	$ (717,640)	$ (335,888)
State and local taxes, net of Federal tax benefit	(91,233)	(94,768)
State rate adjustment	119,413
Other	13,730	4,884
Change in valuation allowance	675,730	425,772
Provision for income taxes

Subsequent Events (Details) - Subsequent Event [Member] - USD ($)	Feb. 23, 2022	Feb. 07, 2022	Jan. 01, 2022	Feb. 17, 2022
Subsequent Events (Details) [Line Items]
Contribution of employees compensation percentage			100.00%
Termination fee (in Dollars)		$ 300,000
Aggregate shares of common stock				2,222,222
Offering expenses (in Dollars)	$ 17,200,000
Issued to boustead warrants to purchase	111,111
Warrants exercisable price (in Dollars per share)	$ 10.35
Converted shares of common stock	5,626,365
Shares of common stock	1,600,000
Annual compensation (in Dollars)	$ 1,400,000
Common Stock [Member]
Subsequent Events (Details) [Line Items]
Common stock, price (in Dollars per share)				$ 9
Common stock authorized	250,000,000
Preferred Stock [Member]
Subsequent Events (Details) [Line Items]
Preferred stock authorized	10,000,000