0001193125-23-024280 | S-1 | XBRL Viewer | Comera Life Sciences Holdings INC

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Net Loss per Share or Unit - Basic and Diluted

9 Months Ended

12 Months Ended

Sep. 30, 2022

Dec. 31, 2021

Earnings Per Share [Abstract]

Net Loss per Share or Unit - Basic and Diluted

16. Net Loss per Share or Unit – Basic and Diluted

For the three and nine months ended September 30, 2022 and 2021, basic net loss per share or unit was computed by dividing the net loss attributable to common stockholders or unit holders by the weighted average number of common shares or units outstanding. Prior to April 30, 2021, undistributed losses were allocated equally to each class of member units, including vested incentive units, since they shared equally in the residual net assets of Legacy Comera upon liquidation, subject to their different distribution participation rights. Subsequent to April 30, 2021, undistributed losses were allocated entirely to common stockholders since neither the convertible preferred stock nor the contingently returnable

Earn-Out

Shares are required to share in the losses of the Company.

As the Transaction has been accounted for as a reverse recapitalization, the shares or units and net loss per share or unit, prior to the Transaction, have been retroactively adjusted to amounts reflecting the Exchange Ratio established in the Transaction.

For the three and nine months ended September 30, 2022 and 2021, diluted net loss per share or unit is the same as basic net loss per share or unit since the effect of considering unvested incentive units, options to purchase common stock, warrants to purchase common stock,

Earn-Out

Shares, and convertible preferred stock in the calculation would be

anti-dilutive.

The

following potentially dilutive common stock or member unit equivalents, presented based on amounts outstanding at each period end, were excluded from the computation of diluted net loss per share or unit because including them would have had an anti-dilutive effect:


	Nine Months Ended September 30,
	2022		2021

Options to purchase common stock		1,982,641		2,674,384
Earn-Out Shares		3,150,000		—
Convertible preferred stock (as converted to common stock)		342,754		10,643,403
Warrants to purchase common stock		11,041,332		—

The

following table sets forth the calculation of basic and diluted net loss per share or unit:


	Three Months Ended September 30,						Nine Months Ended September 30,
	2022			2021			2022			2021

Net loss available to common stockholders or unit holders—basic and diluted	$	(3,163,657	)	$	(913,700	)	$	(15,329,488	)	$	(3,427,675	)

Weighted-average number of common shares or units used in computing net loss per share or unit attributable to common stockholders or unit holders—basic and diluted		16,024,011			144,163			8,294,938			3,955,649

Net loss per share or unit attributable to common stockholders or unit holders—basic and diluted	$	(0.20	)	$	(6.34	)	$	(1.85	)	$	(0.87	)

16. Net Loss per Share or Unit – Basic and Diluted

As the Transaction has been accounted for as a reverse recapitalization, as described in Note 1, the net loss per share or unit information prior to the Transaction, has been retroactively adjusted to amounts reflecting the Exchange Ratio established in the Transaction.

For the years ended December 31, 2021 and 2020, basic net loss per share or unit was computed by dividing the net loss attributable to common stockholders or unit holders by the weighted average number of common shares and member units outstanding. Prior to April 30, 2021, undistributed losses were allocated equally to each class of member units, including vested incentive units, since they share equally in the residual net assets of the Company upon liquidation, subject to their different distribution participation rights. Subsequent to April 30, 2021, the Company did not have any participating securities as the convertible preferred stock is not required to share in the losses of the Company.

For the years ended December 31, 2021 and 2020, diluted net loss per share or unit is the same as basic net loss per share or unit since the effect of considering unvested incentive units, stock options, and convertible preferred stock in the calculation would be anti-dilutive.

The following potentially dilutive common stock or member unit equivalents, presented based on amounts outstanding at each year end, were excluded from the computation of diluted net loss per share or unit because including them would have had an anti-dilutive effect:


	Year Ended December 31,
	2021		2020
Options to purchase common stock		2,689,935		—
Unvested incentive units		—		331,547
Convertible preferred stock (as converted to common stock)		10,643,403		—

The following table sets forth the calculation of basic and diluted net loss per share or unit:


	Year Ended December 31,
	2021			2020
Net loss available to common stockholders or members — basic and diluted	$	(5,451,778	)	$	(2,125,487	)

Weighted-average number of common shares or units used in computing net loss per share or unit attributable to common stockholders or unit holders—basic and diluted		3,012,603			8,521,250

Net loss per share or unit attributable to common stockholders or unit holders—basic and diluted	$	(1.81	)	$	(0.25	)

Commitments and Contingencies

9 Months Ended

12 Months Ended

Sep. 30, 2022

Dec. 31, 2021

Commitments and Contingencies Disclosure [Abstract]

Commitments and Contingencies

. Commitments and Contingencies

Leases

On March 8, 2018, the Company entered into a noncancelable operating lease agreement for office and laboratory space in Woburn, Massachusetts (the “Woburn Lease”). On March 10, 2021, the Company extended the Woburn Lease through June 30, 2024 with a monthly lease payment of $12 thousand. On March 4, 2022, the Company executed the first amendment to the Woburn Lease (the “Amendment”) which increased the size of the leased office and laboratory space with an aggregate monthly lease payment to $18 thousand, subject to annual increases beginning in November 2022 based on the consumer price index, in addition to payment of a proportional share of operating

costs.

The maturities and balance sheet presentation under all

non-cancelable

operating leases as of September 30, 2022, are as follows:


	Operating Leases
Maturity of lease liabilities
2022 (remaining 3 months)	$	54,386
2023		217,545
2024		123,077

Total lease liabilities		395,008
Less imputed interest		(28,159	)

Present value of operating lease liability as of September 30, 2022	$	366,849

Reported as of September 30, 2022
Lease liabilities — current	$	195,253
Lease liabilities — noncurrent		171,596

	$	366,849

As the Company’s leases do not provide an implicit rate, the Company estimated its incremental borrowing rate based on the information available at each lease commencement date in determining the present value of the lease payments. The weighted-average discount rate used for leases as of September 30, 2022 is

8.0

The weighted-average lease term as of September 30, 2022 is 1.8 years. During the nine months ended September 30, 2022 and 2021 operating cash flows used for operating leases was $142 thousand and $100 thousand, respectively. During the nine months ended September 30, 2022 and 2021, lease cost was $145 thousand and $103 thousand, respectively.

Amounts included in restricted cash as of September 30, 2022 and December 31, 2021 consist of cash held to collateralize a letter of credit issued as a security deposit in connection with the Company’s lease of its corporate facility and for certain credit cards.

Legal Proceedings

The Company, from time to time, may be party to litigation arising in the ordinary course of business. The Company was not subject to any material legal proceedings as of September 30, 2022, and, to the best of the Company’s knowledge, no material legal proceedings are currently pending or threatened.

Indemnification Agreements

The Company enters into standard indemnification agreements in the ordinary course of business. Pursuant to the agreements, the Company agrees to indemnify, hold harmless, and to reimburse the indemnified party for losses suffered or incurred by the indemnified party, generally the Company’s business partners, in connection with any U.S. patent or any copyright or other intellectual property infringement claim by any third-party with respect to the Company’s products. The term of these indemnification agreements is generally perpetual any time after execution of the agreement. In addition, the Company has entered into indemnification agreements with members of its board of directors and its executive officers that will require the Company, among other things, to indemnify them against certain liabilities that may arise by reason of their status or service as directors or officers. In addition, the Company maintains officers and directors insurance coverage. The maximum potential amount of future payments the Company could be required to make under these indemnification agreements is unlimited. Through

September

30, 2022, the Company had not experienced any losses related to these indemnification agreements and no material claims were

outstanding.

Other Matters

of cash for the year ended December 31, 2021, and an additional

590

thousand in the nine months ended September 30, 2022 which was recorded as other expense, net in the Company’s statements of operations and comprehensive loss. The Company has insurance related to this event which fully offset the loss recorded during the year ended December 31, 2021, and partially offset the loss recorded during the nine months ended September 30, 2022, resulting in a net loss of

$426

thousand. The Company implemented a variety of measures to further enhance its cybersecurity protections and minimize the impact of any future cyber incidents.

17. Commitments and Contingencies

Leases

On March 8, 2018, the Company entered into a noncancelable operating lease agreement for office and laboratory space in Woburn, Massachusetts. The lease agreement required monthly lease payments as well as payment of a proportional share of operating costs. On March 10, 2021, the Company extended the lease agreement through June 30, 2024 at a monthly lease rate of $12 thousand, subject to annual increases in January based on changes in the consumer price index.

The

maturities and balance sheet presentation under all

non-cancelable

operating leases as of December 31, 2021, are as follows:


	Operating Leases

Maturity of lease liabilities
2022	$	143,004
2023		143,004
2024		71,502

Total lease liabilities		357,510
Less: imputed interest		(34,454	)

Present value of operating lease liability as of December 31, 2021	$	323,056

Reported as of December 31, 2021
Lease liabilities — current	$	121,552
Lease liabilities — noncurrent		201,504

	$	323,056

December 31, 2021, the Company maintained a

Right-Of-Use

asset with a corresponding operating lease liability of approximately

$323

thousand, based on the present value of the minimum rental payments in accordance with ASC 842,

Leases

. As the Company’s lease does not provide an implicit rate, the Company estimated its incremental borrowing rate based on the information available at the lease commencement date in determining the present value of the lease payments. The weighted average discount rate used for leases as of December 31, 2021 is 8.0%. The weighted average lease term as of December 31, 2021 is 2.5 years. During the year ended December 31, 2021 operating cash flows used for operating leases was $136 thousand. During the year ended December 31, 2021, lease cost was $139 thousand. During the year ended December 31, 2020, rent expense incurred under this agreement was $134 thousand under previous accounting guidance.

Legal Proceedings

The Company, from time to time, may be party to litigation arising in the ordinary course of business. The Company was not subject to any material legal proceedings during the years ended December 31, 2021 and 2020, and, to the best of the Company’s knowledge, no material legal proceedings are currently pending or threatened.

Indemnification Agreements

required to make under these indemnification agreements is unlimited. Through December 31, 2021, the Company had not experienced any losses related to these indemnification agreements and no material claims were outstanding.

Other Matters

In February 2022, the Company determined it was affected by a business email compromise fraud which resulted in a diversion of the Company’s capital to unknown parties. This incident led to a loss of $136 thousand of cash for the year ended December 31, 2021 which was recorded within other income, net in the Company’s statements of operations and comprehensive loss. Subsequent to December 31, 2021, an additional

590

thousand of cash was lost through the same incident. The Company implemented a variety of measures to further enhance its cybersecurity protections and minimize the impact of any future cyber incidents. The Company has insurance related to this event and expects to recover $

300

thousand of losses in total. As of and for the year ended December 31, 2021, the Company recorded a $

136

thousand insurance recovery receivable within prepaid expenses and other current assets in the Company’s balance sheet and a corresponding recovery of losses which offset the loss within other income, net in the Company’s statement of operations and comprehensive loss since the recovery of losses was considered probable. The remaining insurance recovery amount of $

164

thousand relates to losses incurred subsequent to year end and will be recorded in the Company’s financial statements for the year ending December 31, 2022

Members' Equity And Corporate Reorganization - Additional Information (Details) - USD ($)	9 Months Ended	12 Months Ended
	Sep. 30, 2022	Dec. 31, 2020
Issuance of capital units, net of issuance costs		$ 1,562,842
Gross cash proceeds	$ 748,888
Capital Units [Member]
Gross cash proceeds		$ 1,400,000
Class A One Capital Units [Member]
Number of common stock sold		62,812
Issuance of capital units, net of issuance costs		$ 171,100
Class B1 Capital Units [Member]
Number of common stock sold		514,932
Class B1A Capital Units [Member]
Number of common stock sold		102,986

Stock-Based Compensation - Summary of Stock-based Compensation Expense (Details) - USD ($)	3 Months Ended		9 Months Ended		12 Months Ended
	Sep. 30, 2022	Sep. 30, 2021	Sep. 30, 2022	Sep. 30, 2021	Dec. 31, 2021	Dec. 31, 2020
Stock-based compensation expense
Stock-based compensation expense	$ 127,690	$ 34,288	$ 226,985	$ 1,072,610	$ 1,114,656	$ 101,040
Cost of Revenue
Stock-based compensation expense
Stock-based compensation expense	484	448	1,409	19,530	19,876	2,924
Research and Development
Stock-based compensation expense
Stock-based compensation expense	2,670	2,829	7,681	410,644	414,322	36,961
General and Administrative
Stock-based compensation expense
Stock-based compensation expense	$ 124,536	$ 31,011	$ 217,895	$ 642,436	$ 680,458	$ 61,155

Property and Equipment, Net

9 Months Ended

12 Months Ended

Sep. 30, 2022

Dec. 31, 2021

Property, Plant and Equipment [Abstract]

Property and Equipment, Net

6. Property and Equipment, Net

Property and equipment, net consisted of the following:


	September 30, 2022			December 31, 2021

Lab equipment	$	587,650		$	587,650
Leasehold improvements		36,149			17,973
Computer equipment		32,178			21,747
Other equipment		9,411			9,411

		665,388			636,781
Less accumulated depreciation		(472,798	)		(402,614	)

Property and equipment, net	$	192,590		$	234,167

Depreciation expense for the nine months ended September 30, 2022 and 2021 was

$70

thousand and $62

thousand,

respectively.

6. Property and Equipment, Net

Property and equipment, net consisted of the following:


	December 31,
	2021			2020
Lab equipment	$	587,650		$	463,817
Leasehold improvements		17,973			11,258
Computer equipment		21,747			10,282
Other equipment		9,411			9,411

		636,781			494,768
Less accumulated depreciation		(402,614	)		(316,478	)

Property and equipment, net	$	234,167		$	178,290

Depreciation expense for the years ended December 31, 2021 and 2020 was $86 thousand and $90 thousand, respectively.

Legacy Comera Convertible Preferred Stock - Additional Information (Details) - $ / shares	Sep. 30, 2022	May 18, 2022	Dec. 31, 2021	Apr. 30, 2021
Temporary Equity [Line Items]
Convertible preferred stock, shares authorized	1,000,000		14,051,702
Convertible preferred stock, par value	$ 0.0001		$ 0.001
Temporary Equity, Shares Issued			13,802,758
Series A Convertible Preferred Stock
Temporary Equity [Line Items]
Convertible preferred stock, shares authorized	4,305		9,429,006
Convertible preferred stock, par value	$ 0.0001
Temporary Equity, Shares Issued	4,305
Series B Convertible Preferred Stock
Temporary Equity [Line Items]
Convertible preferred stock, shares authorized			4,622,696
Legacy Comera
Temporary Equity [Line Items]
Convertible preferred stock, shares authorized		14,051,702
Convertible preferred stock, par value		$ 0.001
Legacy Comera \| Series A Convertible Preferred Stock
Temporary Equity [Line Items]
Convertible preferred stock, shares authorized		9,429,006
Legacy Comera \| Series B Convertible Preferred Stock
Temporary Equity [Line Items]
Convertible preferred stock, shares authorized		4,622,696
Legacy Comera \| Series A-1 Preferred Stock
Temporary Equity [Line Items]
Temporary Equity, Shares Issued				6,000,000
Legacy Comera \| Series A-2 Preferred Stock
Temporary Equity [Line Items]
Temporary Equity, Shares Issued				1,266,667
Legacy Comera \| Series A-3 Preferred Stock
Temporary Equity [Line Items]
Temporary Equity, Shares Issued				527,752
Legacy Comera \| Series A-4 Preferred Stock
Temporary Equity [Line Items]
Temporary Equity, Shares Issued				1,016,669
Legacy Comera \| Series A-5 Preferred Stock
Temporary Equity [Line Items]
Temporary Equity, Shares Issued				514,932
Legacy Comera \| Series A-6 Preferred Stock
Temporary Equity [Line Items]
Temporary Equity, Shares Issued				102,986

Transaction and Reverse Recapitalization - Summary of Common Stock Issued and Outstanding (Details) - shares	Sep. 30, 2022	Dec. 31, 2021	Dec. 31, 2020
Subsidiary, Sale of Stock [Line Items]
Common stock, shares issued	16,653,466	308,443	0
Common stock, shares outstanding	16,653,466	308,443	0
CLS Holdings [Member]
Subsidiary, Sale of Stock [Line Items]
Common stock, shares issued	15,937,185
Common stock, shares outstanding	15,937,185
Ownership percentage	100.00%
Legacy Comera Stockholders \| CLS Holdings [Member]
Subsidiary, Sale of Stock [Line Items]
Common stock, shares issued	12,022,595
Common stock, shares outstanding	12,022,595
Ownership percentage	76.00%
OTR Public Stockholders \| CLS Holdings [Member]
Subsidiary, Sale of Stock [Line Items]
Common stock, shares issued	677,987
Common stock, shares outstanding	677,987
Ownership percentage	4.00%
OTR Founders \| CLS Holdings [Member]
Subsidiary, Sale of Stock [Line Items]
Common stock, shares issued	2,611,838
Common stock, shares outstanding	2,611,838
Ownership percentage	16.00%
Maxim Group LLC. \| CLS Holdings [Member]
Subsidiary, Sale of Stock [Line Items]
Common stock, shares issued	624,765
Common stock, shares outstanding	624,765
Ownership percentage	4.00%

Accrued Expenses and Other Current Liabilities - Schedule of Accrued Expenses and Other Current Liabilities (Details) - USD ($)	Sep. 30, 2022	Dec. 31, 2021	Dec. 31, 2020
Payables and Accruals [Abstract]
Accrued bonus	$ 447,488	$ 349,000
Professional fees	255,822	123,756	$ 85,088
Accrued vacation	27,851	25,945	20,328
Other	155,851	7,910	1,394
Accrued expenses and other current liabilities	$ 887,012	$ 506,611	$ 106,810

Cash, Cash Equivalents and Restricted Cash

6 Months Ended

Jun. 30, 2022

Cash and Cash Equivalents [Abstract]

Cash, Cash Equivalents and Restricted Cash

4. Cash, Cash Equivalents and Restricted Cash

The following table provides a reconciliation of cash, cash equivalents and restricted cash reported within the balance sheet and included in the statement of cash flows:


	December 31,
	2021		2020
Cash and cash equivalents	$	6,510,140	$	155,427
Restricted cash		50,000		25,000

Cash, cash equivalents, and restricted cash	$	6,560,140	$	180,427

Amounts included in restricted cash as of December 31, 2021 and 2020 consist of cash held to collateralize a letter of credit issued as a security deposit in connection with the Company’s lease on its corporate facility and for certain credit cards.

Common Stock Warrants - Additional Information (Details)	9 Months Ended
	Sep. 30, 2022 $ / shares shares
Class of Warrant or Right [Line Items]
Warrants issued	0
Warrants exercised	100
Warrants expired	0
Public Warrants
Class of Warrant or Right [Line Items]
Redemption price per public warrant \| $ / shares	$ 0.01
Stock price trigger for redemption of public warrants \| $ / shares	$ 18
Threshold trading days for redemption of public warrants	20 days
Threshold consecutive trading days for redemption of public warrants	30 days
Notice period	3 days

Property and Equipment, Net - Additional Information (Details) - USD ($)	9 Months Ended		12 Months Ended
	Sep. 30, 2022	Sep. 30, 2021	Dec. 31, 2021	Dec. 31, 2020
Property, Plant and Equipment [Abstract]
Depreciation expense	$ 70,184	$ 61,928	$ 86,136	$ 89,749

Members' Equity And Corporate Reorganization - Schedule of Capital Units (Details) - USD ($)	3 Months Ended	9 Months Ended	12 Months Ended
	Jun. 30, 2021	Sep. 30, 2022	Dec. 31, 2021	Dec. 31, 2020
Capital Unit [Line Items]
Beginning Balance	$ (367,612)	$ (14,686,247)	$ 151,915	$ 613,520
Conversion of capital units into convertible preferred stock, Value	(10,681,040)
Issuance of capital units, net of issuance costs				1,562,842
Ending Balance	$ (12,004,778)	$ (3,428,008)	$ (14,686,247)	$ 151,915
Capital Units [Member]
Capital Unit [Line Items]
Beginning Balance, Shares	9,429,006	0	9,429,006	8,748,276
Beginning Balance	$ 10,681,040	$ 0	$ 10,681,040	$ 9,118,198
Conversion of capital units into convertible preferred stock, Shares	(9,429,006)		(9,429,006)
Conversion of capital units into convertible preferred stock, Value	$ (10,681,040)		$ (10,681,040)
Issuance of capital units, net of issuance costs,Shares				680,730
Issuance of capital units, net of issuance costs				$ 1,562,842
Ending Balance, Shares			0	9,429,006
Ending Balance			$ 0	$ 10,681,040
Class A1 Capital Units
Capital Unit [Line Items]
Beginning Balance, Shares		0	8,811,088	8,748,276
Beginning Balance		$ 0	$ 9,289,298	$ 9,118,198
Conversion of capital units into convertible preferred stock, Shares			(8,811,088)
Conversion of capital units into convertible preferred stock, Value			$ (9,289,298)
Issuance of capital units, net of issuance costs,Shares				62,812
Issuance of capital units, net of issuance costs				$ 171,100
Ending Balance, Shares			0	8,811,088
Ending Balance			$ 0	$ 9,289,298
Class B1 Capital Units
Capital Unit [Line Items]
Beginning Balance, Shares		0	514,932	0
Beginning Balance		$ 0	$ 1,329,024	$ 0
Conversion of capital units into convertible preferred stock, Shares			(514,932)
Conversion of capital units into convertible preferred stock, Value			$ (1,329,024)
Issuance of capital units, net of issuance costs,Shares				514,932
Issuance of capital units, net of issuance costs				$ 1,329,024
Ending Balance, Shares			0	514,932
Ending Balance			$ 0	$ 1,329,024
Class B1-A Capital Units
Capital Unit [Line Items]
Beginning Balance, Shares		0	102,986	0
Beginning Balance		$ 0	$ 62,718	$ 0
Conversion of capital units into convertible preferred stock, Shares			(102,986)
Conversion of capital units into convertible preferred stock, Value			$ (62,718)
Issuance of capital units, net of issuance costs,Shares				102,986
Issuance of capital units, net of issuance costs				$ 62,718
Ending Balance, Shares			0	102,986
Ending Balance			$ 0	$ 62,718

Stock-Based Compensation - Summary of Grant-date Fair Value of Stock Options Granted (Details) - USD ($) $ in Millions	9 Months Ended	12 Months Ended
	Sep. 30, 2022	Dec. 31, 2021	Dec. 31, 2020
Expected option life (years)	6 years 1 month 6 days	5 years 7 months 6 days	3 years
Risk-free interest rate	3.18%	0.90%
Expected volatility	62.65%	62.84%	90.00%
Expected dividend yield	0.00%	0.00%
Minimum [Member]
Company equity value			$ 3.6
Risk-free interest rate			0.15%
Maximum [Member]
Company equity value			$ 10.7
Risk-free interest rate			0.22%

Accrued Expenses and Other Current Liabilities

9 Months Ended

12 Months Ended

Sep. 30, 2022

Dec. 31, 2021

Payables and Accruals [Abstract]

Accrued Expenses and Other Current Liabilities

7. Accrued Expenses and Other Current Liabilities

Accrued expenses and

other

current liabilities consisted of the following:


	September 30, 2022		December 31, 2021

Accrued bonus	$	447,488	$	349,000
Professional fees		255,822		123,756
Accrued vacation		27,851		25,945
Other		155,851		7,910

Accrued expenses and other current liabilities	$	887,012	$	506,611

7. Accrued Expenses and Other Current Liabilities

Accrued expenses and other current liabilities consisted of the following:


	December 31,
	2021		2020
Accrued bonus	$	349,000	$	—
Professional fees		123,756		85,088
Accrued vacation		25,945		20,328
Other		7,910		1,394

Accrued expenses and other current liabilities	$	506,611	$	106,810

Balance Sheets (Unaudited) (Parenthetical) - $ / shares	Sep. 30, 2022	Dec. 31, 2021	Dec. 31, 2020
Statement of Financial Position [Abstract]
Common stock, par value	$ 0.0001	$ 0.0001	$ 0.0001
Common stock, shares authorized	150,000,000	150,000,000	150,000,000
Common Stock, Shares, Issued	16,653,466	308,443	0
Common Stock, Shares, Outstanding	16,653,466	308,443	0

Basis of Presentation and Significant Accounting Policies

9 Months Ended

12 Months Ended

Sep. 30, 2022

Dec. 31, 2021

Organization, Consolidation and Presentation of Financial Statements [Abstract]

Basis of Presentation and Significant Accounting Policies

2. Basis of Presentation and Significant Accounting Policies

Basis of Presentation

The accompanying condensed consolidated financial statements have been prepared pursuant to the rules and regulations of the Securities and Exchange Commission (the “SEC”) and in conformity with accounting principles generally accepted in the United States of America (“GAAP”). Any reference in these notes to applicable guidance is meant to refer to the authoritative United States generally accepted accounting principles as found in the Accounting Standards Codification (“ASC”) and Accounting Standards Updates (“ASU”) of the Financial Accounting Standards Board (“FASB”).

The condensed consolidated financial statements do not include all the information and footnotes required by GAAP for complete financial statements and should be read in conjunction with Legacy Comera’s financial statements and related notes for the years ended December 31, 2021 and 2020 included in the Current Report on Form

8-K

filed with the SEC on September 6, 2022.

The financial information as of September 30, 2022 and 2021, and the three and nine months ended September 30, 2022 and 2021, is unaudited. In the opinion of management, all adjustments, consisting only of normal recurring adjustments considered necessary for the fair presentation of financial position, results of operations, and cash flows at the dates and for the periods presented, have been included. The balance sheet data as of December 31, 2021 was derived from Legacy Comera’s audited financial statements. The results of the Company’s operations for any interim periods are not necessarily indicative of the results that may be expected for any other interim period or for a full fiscal year.

Emerging Growth Company and Smaller Reporting Company Status

The Company is an “emerging growth company,” as defined in Section 2(a) of the Securities Act of 1933 (the “Securities Act”), as modified by the Jumpstart Our Business Startups Act of 2012, (the “JOBS Act”), and it may take advantage of certain exemptions from various reporting requirements that are applicable to other public companies that are not emerging growth companies including, but not limited to, not being required to comply with the auditor attestation requirements of Section 404 of the Sarbanes-Oxley Act of 2002, reduced disclosure obligations regarding executive compensation in its periodic reports and proxy statements, and exemptions from the requirements of holding a nonbinding advisory vote on executive compensation and stockholder approval of any golden parachute payments not previously approved.

Further, Section 102(b)(1) of the JOBS Act exempts emerging growth companies from being required to comply with new or revised financial accounting standards until private companies (that is, those that have not had a Securities Act registration statement declared effective or do not have a class of securities registered under the Securities Exchange Act of 1934) are required to comply with the new or revised financial accounting standards. The JOBS Act provides that an emerging growth company can elect to opt out of the extended transition period and comply with the requirements that apply to

non-emerging

growth companies but any such election to opt out is irrevocable. The Company has elected not to opt out of such extended transition period which means that when a standard is issued or revised and it has different application dates for public or private companies, the Company, as an emerging growth company, can adopt the new or revised standard at the time private companies adopt the new or revised standard. This may make comparison of the Company’s consolidated financial statements with another public company which is neither an emerging growth company nor an emerging growth company which has opted out of using the extended transition period difficult or impossible because of the potential differences in accounting standards used.

The Company is also a “smaller reporting company” as defined in the Securities Exchange Act of 1934 (the “Exchange Act”). The Company may continue to be a smaller reporting company even after the Company is no longer an emerging growth company. The Company may take advantage of certain of the scaled disclosures available to smaller reporting companies and will be able to take advantage of these scaled disclosures for so long as the market value of the Company’s voting and

non-voting

Common Stock held by

non-affiliates

is less

than

$250.0 million measured on the last business day of the Company’s second fiscal quarter, or the Company’s annual revenue is less than $100.0 million during the most recently completed fiscal year and the market value of the Company’s voting and

non-voting

Common Stock held by

non-affiliates

is less than $700.0 million measured on the last business day of the Company’s second fiscal quarter.

Risks and Uncertainties

platform and the ability to secure additional capital to fund operations. Significant discovery, research and development efforts, including clinical testing and regulatory approval, are required prior to commercialization of any potential product candidates. These efforts require significant amounts of additional capital, adequate personnel and infrastructure and extensive compliance-reporting capabilities. Even if the Company’s product development efforts are successful, it is uncertain when, if ever, the Company will realize revenue from product sales.

Through

September

30, 2022, the Company has funded its operations primarily with proceeds from the issuance of equity instruments, convertible notes, and preferred stock. The Company has incurred recurring losses since its inception, including a net loss of $15.0 million for the

nine

months ended

September

30, 2022. In addition, as of

September

30, 2022, the Company had an accumulated deficit of $31.9 million. The Company expects to continue to generate operating losses for the near future. The future viability of the Company is dependent on its ability to raise additional capital to finance its operations. The Company’s inability to raise capital as and when needed could have a negative impact on its financial condition and ability to pursue its business strategies. There can be no assurance that the current operating plan will be achieved or that additional funding will be available on terms acceptable to the Company, or at all.

The Company does not believe the cash and cash equivalents on hand as of

September

30, 2022 of $2.7 million will be sufficient to fund its operations and capital expenditure requirements for the next twelve months from the date the condensed consolidated financial statements are issued. The Company will be required to raise additional capital to continue to fund operations and capital expenditures. Such funding may not be available on acceptable terms, or at all. If the Company is unable to access additional funds when needed, it may not be able to continue operations or the Company may be required to delay, scale back or eliminate some or all of its ongoing research and development efforts and other operations. The Company’s ability to access capital when needed is not assured and, if not achieved on a timely basis, will materially harm its business, financial condition and results of operations. These uncertainties create substantial doubt about the Company’s ability to continue as a going concern. The accompanying condensed consolidated financial statements have been prepared on a basis which assumes that the Company will continue as a going concern, which contemplates the realization of assets and the satisfaction of liabilities and commitments in the normal course of business.

COVID-19

In March 2020,

COVID-19

was declared a global pandemic by the World Health Organization and continues to present a substantial public health and economic challenge around the world. The length of time and full extent to which the

COVID-19

pandemic may directly or indirectly impact the Company’s business, results of operations and financial condition will depend on future developments that are highly uncertain, subject to change and difficult to predict.

The Company plans to continue to closely monitor the ongoing impact of the

COVID-19

pandemic on the Company’s employees and other business operations. In an effort to provide a safe work environment for the Company’s employees, the Company has, among other things, limited employees in the Company’s office and lab facilities to those where

on-site

presence is needed for their job activities, implemented various social

distancing measures in the Company’s offices and labs and are providing personal protective equipment for the Company’s employees present in the Company’s office and lab facilities, as needed. The Company is continuing to monitor the impact and effects of the

COVID-19

pandemic and the Company’s response to it, and the Company expects to continue to take actions as may be required or recommended by government authorities or that are determined to be in the best interests of the Company’s employees and other business partners in light of the pandemic.

Use of Estimates

The preparation of condensed consolidated financial statements in accordance with GAAP requires management to make estimates and assumptions, based on judgments considered reasonable, which affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the condensed consolidated financial statements and the reported amounts of expenses during the reporting periods. The Company bases its estimates and assumptions on historical experience, known trends and events and various other factors that management believes to be reasonable under the circumstances, the results of which form the basis for making judgments about the carrying value of assets and liabilities that are not readily apparent from other sources. Significant estimates and assumptions reflected in these condensed consolidated financial statements include, but are not limited to, the valuation of the derivative warrant liabilities, Legacy Comera’s common stock, and stock-based compensation. Changes in estimates are recorded in the period in which they become known. Due to the risks and uncertainties involved in the Company’s business and evolving market conditions and, given the subjective element of the estimates and assumptions made, actual results may differ from estimated results.

Summary of Significant Accounting Policies

The significant accounting policies of the Company are set forth in Note 2 to the consolidated financial statements included in the Current Report on Form

8-K

filed with the SEC on September 6, 2022, and the accounting policies followed by the Company for interim financial reporting are consistent with the accounting policies therein and as supplemented below.

Reverse Recapitalization

The Transaction was accounted for as a reverse recapitalization, with OTR being treated as the “acquired” company and Legacy Comera being treated as the “acquirer” for accounting purposes based upon the

pre-merger

shareholders of Legacy Comera holding the majority of the voting interests of CLS Holdings, Legacy Comera’s existing management team serving as the initial management team of CLS Holdings, Legacy Comera’s appointment of the majority of the initial board of directors of CLS Holdings, and Legacy Comera’s operations comprising the ongoing operations of the Company. The Transaction was accounted for as the equivalent of Legacy Comera

issuing stock for the net assets of OTR, accompanied by a reverse recapitalization. Accordingly, all historical financial information presented in these condensed consolidated financial statements represents the accounts of CLS Holdings and Legacy Comera “as if” CLS Holdings and Legacy Comera, both entities under common control, are the predecessor. The net loss per share or unit, prior to the Transaction, has been adjusted to share amounts reflecting the exchange ratio (the “Exchange Ratio”) established in the Transaction.

Convertible Preferred Stock

The Company accounts for convertible preferred stock subject to possible redemption in accordance with the guidance in ASC 480,

Distinguishing Liabilities from Equity

(“ASC 480”). The Series A Preferred Stock is redeemable at the option of the holder upon the occurrence of a qualified financing. As the Series A Preferred Stock is considered to be contingently redeemable, it has been classified outside of permanent equity. The Series A Preferred Stock has been accreted to its redemption value since the contingent event is considered probable of occurring.

Derivative Warrant Liabilities

The Company classifies as equity any warrants that (i) require physical settlement or

net-share

settlement or (ii) provide the Company with a choice of

net-cash

settlement or settlement in its own shares (physical settlement or

net-share

settlement). The Company classifies as assets or liabilities any warrants that (i) require

net-cash

settlement (including a requirement to net cash settle the contract if an event occurs and if that event is outside the company’s control), (ii) gives the counterparty a choice of

net-cash

settlement or settlement in shares (physical settlement or

net-share

settlement) or (iii) that contain reset provisions that do not qualify for the scope exception. The Company assesses classification of its common stock warrants and other freestanding warrant instrument at each reporting date to determine whether a change in classification between assets and liabilities is required.

The Company’s freestanding warrant instruments consist of private placement warrants to purchase shares of common stock (“Private Placement Warrants”) and public warrants to purchase shares of common stock (“Public Warrants”) that were converted in connection with the Transaction. Following the Transaction, the Public Warrants are considered equity classified instruments since the shares underlying the Public Warrants are not redeemable and the Company has one single class of voting common stock, which does not preclude them from being considered indexed to the Company’s equity and allows the Public Warrants to meet the criteria for equity classification per ASC 815,

Derivatives and Hedging

(“ASC 815”). Warrants that are determined to require equity classification are measured at fair value upon issuance and are not subsequently remeasured unless they are required to be reclassified.

The Private Placement Warrants are considered liability classified instruments because their settlement amount differs depending on the identity of the holder which precludes them from being considered indexed to the Company’s equity. Accordingly, the Company recognizes the Private Placement Warrants as liabilities at fair value and adjusts the instruments to fair value using quoted prices of instruments with similar terms. The liabilities are subject to

re-measurement

at each balance sheet date until exercised, and any change in fair value is recognized in the Company’s consolidated statements of operations and comprehensive loss.

Reclassification of Prior Year Presentation

Certain prior year amounts within prepaid expenses and other current assets (Note 5) have been reclassified for consistency with current period presentation. These reclassifications had no effect on the reported results of operations or financial position.

Subsequent Events

The Company considers events or transactions that occur after the balance sheet date but before the condensed consolidated financial statements are issued to provide evidence relative to certain estimates or to identify matters that require additional disclosure. The Company evaluated all events and transactions through the date these condensed consolidated financial statements were filed with the SEC.

Recently Issued Accounting Pronouncements

From time to time, new accounting pronouncements are issued by the FASB or other standard setting bodies and adopted by us as of the specified effective date. Unless otherwise discussed, the Company believes that the impact of recently issued standards that are not yet effective will not have a material impact on the Company’s consolidated financial statements and disclosures.

2. Basis of Presentation and Significant Accounting Policies

Basis of Presentation

The accompanying financial statements have been prepared in conformity with accounting principles generally accepted in the United States of America (“GAAP”). Any reference in these notes to applicable guidance is meant to refer to the authoritative United States generally accepted accounting principles as found in the Accounting Standards Codification (“ASC”) and Accounting Standards Update (“ASU”) of the Financial Accounting Standards Board (“FASB”).

Risks and Uncertainties

The Company is subject to risks and uncertainties common to early-stage companies in the biotechnology industry, including but not limited to, risks associated with completing preclinical studies and clinical trials, receiving regulatory approvals for product candidates, development by competitors of new biopharmaceutical products, dependence on key personnel, protection of proprietary technology, compliance with government regulations and the ability to secure additional capital to fund operations. Significant discovery, research and development efforts, including clinical testing and regulatory approval, are required prior to commercialization of any potential product candidates. These efforts require significant amounts of additional capital, adequate personnel and infrastructure and extensive compliance-reporting capabilities. Even if the Company’s product development efforts are successful, it is uncertain when, if ever, the Company will realize revenue from product sales.

Through December 31, 2021, the Company has funded its operations primarily with proceeds from the issuance of capital units, convertible notes, and preferred stock. The Company has incurred recurring losses since its inception, including net losses of $5.5 million and $2.1 million for the years ended December 31, 2021 and 2020, respectively. In addition, as of December 31, 2021, the Company had an accumulated deficit of $16.9 million. The Company expects to continue to generate operating losses for the near future. The future viability of the Company is dependent on its ability to raise additional capital to finance its operations. The Company’s inability to raise capital as and when needed could have a negative impact on its financial condition and ability to pursue its business strategies. There can be no assurance that the current operating plan will be achieved or that additional funding will be available on terms acceptable to the Company, or at all.

The Company does not believe the cash and cash equivalents on hand as of December 31, 2021 of $6.5 million will be sufficient to fund its operations and capital expenditure requirements for the next twelve months from the date the financial statements are issued. The Company will be required to raise additional capital to continue to fund operations and capital expenditures. Such funding may not be available on acceptable terms, or at all. If the Company is unable to access additional funds when needed, it may not be able to continue operations or the Company may be required to delay, scale back or eliminate some or all of its ongoing research and development efforts and other operations. The Company’s ability to access capital when needed is not assured and, if not achieved on a timely basis, will materially harm its business, financial condition and results of operations. These uncertainties create substantial doubt about the Company’s ability to continue as a going concern. The accompanying financial statements have been prepared on a basis which assumes that the Company will continue as a going concern, which contemplates the realization of assets and the satisfaction of liabilities and commitments in the normal course of business.

COVID-19

In March 2020,

COVID-19

The Company plans to continue to closely monitor the ongoing impact of the

COVID-19

on-site

presence is needed for their job activities, implemented various social distancing measures in the Company’s offices and labs including replacing all

in-person

meetings with virtual interactions, and are providing personal protective equipment for the Company’s employees present in the Company’s office and lab facilities. The Company is continuing to monitor the impact and effects of the

COVID-19

Use of Estimates

The preparation of financial statements in accordance with GAAP requires management to make estimates and assumptions, based on judgments considered reasonable, which 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 Company bases its estimates and assumptions on historical experience, known trends and events and various other factors that management believes to be reasonable under the circumstances, the results of which form the basis for making judgments about the carrying value of assets and liabilities that are not readily apparent from other sources. Significant estimates and assumptions reflected in these financial statements include, but are not limited to, the valuation of the Company’s common stock, capital and incentive units and stock-based compensation. Changes in estimates are recorded in the period in which they become known. Due to the risks and uncertainties involved in the Company’s business and evolving market conditions and, given the subjective element of the estimates and assumptions made, actual results may differ from estimated results.

Fair Value Measurements

The framework for measuring fair value provides a fair value hierarchy that prioritizes the inputs to valuation techniques used to measure 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). The three levels of the fair value hierarchy are described as follows:

Level 1 - Inputs to the valuation methodology are unadjusted quoted prices for identical assets or liabilities in active markets that the Company has the ability to access.

Level 2 - Inputs to the valuation methodology observable inputs, other than those in Level 1, such as quoted prices for similar assets or liabilities in active markets, quoted prices for identical or similar assets or liabilities in inactive markets, or other inputs that are observable or that can be corroborated by observable market data.

Level 3 - Inputs to the valuation methodology are unobservable and significant to the fair value measurement.

Due primarily to their short-term nature, certain financial instruments have fair values that approximate their carrying values. These instruments include accounts receivable, due from related parties, accounts payable, and

accrued expenses. The fair value of long-term debt approximates its carrying value and has been estimated based on interest rates being offered for similar debt having the same or similar remaining maturities and terms of repayment.

Concentrations of Credit Risk

The Company has no significant

off-balance

sheet risk, such as foreign exchange contracts, option contacts, or other foreign hedging arrangements. Financial instruments that potentially subject the Company to concentration of credit risk consist primarily of cash, cash equivalents, restricted cash and accounts receivable. The Company maintains its cash, cash equivalents and restricted cash with high-credit quality financial institutions which, at times, may exceed federally insured limits. The Company believes it is not exposed to any significant losses due to credit risk on cash, cash equivalents and restricted cash. Accounts receivable are stated at the amount management expects to collect from outstanding balances. The Company performs ongoing credit evaluations of the Company’s customers and generally requires no collateral to secure accounts receivable. The Company maintains an allowance for potentially uncollectible accounts receivable. Consequently, the Company believes that its exposure to losses due to credit risk on net accounts receivable is limited.

Segments

Operating segments are defined as components of an entity for which separate discrete financial information is made available and that is regularly evaluated by the chief operating decision maker, or CODM, in making decisions regarding resource allocation and assessing performance. The Company’s CODM is the chief executive officer and our operations are managed as a single segment for the purposes of assessing performance and making operating decisions.

Cash and Cash Equivalents

The Company considers all highly liquid investments with original maturities of three months or less at acquisition to be cash equivalents. The Company maintains its cash and cash equivalents at accredited financial institutions, in amounts that may exceed federally insured limits.

Restricted Cash

Restricted cash relates to amounts that are held on deposit by a financial institution for a specific purpose and are not available to the Company for immediate or general business use. Amounts are reported as current or noncurrent based on when the cash is expected to become available to the Company for its general business use.

Accounts Receivable

Accounts receivable are stated at the amount management expects to collect from outstanding balances. An allowance for credit losses is provided for amounts considered to be uncollectible based upon management’s assessment of the collectability, which considers historical

write-off

experience and any specific risks identified in customer collection matters. Credit losses are written off against the allowance when identified. As of December 31, 2021 and 2020, there was no allowance for credit losses or bad debt, respectively

Property and Equipment

Property and equipment are recorded at cost. Depreciation is computed using the straight-line method over the estimated useful lives of the related assets, as follows:


Laboratory equipment		5 years
Leasehold improvements		Lesser of lease term or 10 years
Computer equipment		3 years
Other equipment		5 years

Impairment of Long-Lived Assets

The Company evaluates long-lived assets, which consist of property and equipment, for impairment whenever events or changes in circumstances indicate that the carrying amount of such assets may not be recoverable. Factors that the Company considers in deciding when to perform an impairment review include significant underperformance of the business in relation to expectations, significant negative industry or economic trends and significant changes or planned changes in the use of the assets. If an impairment review is performed to evaluate a long-lived asset group for recoverability, the Company compares forecasts of undiscounted cash flows expected to result from the use and eventual disposition of the long-lived asset group to its carrying value. An impairment loss would be recognized when estimated undiscounted future cash flows expected to result from the use of an asset group are less than its carrying amount. The impairment loss would be based on the excess of the carrying value of the impaired asset group over its fair value, determined based on discounted cash flows. The Company did not record any impairment loss during the years ended December 31, 2021 and 2020.

Leases

Effective January 1, 2021, the Company adopted ASU

2016-02,

Leases

(Topic 842). The Company determines if an arrangement is a lease at inception and the classification of such lease. Operating leases include

right-of-use

assets and operating lease liabilities, which are recorded in the Company’s balance sheets.

Right of use assets represent the Company’s right to use an underlying asset for the lease term and lease liabilities represent the Company’s obligation to make lease payments arising from the lease. Operating lease right of use assets and liabilities are recognized at commencement date based on the present value of lease payments over the lease term. The Company uses the implicit rate when readily determinable or an incremental borrowing rate applicable to the Company based on the information available at the commencement date, if an implicit rate is not readily available, in determining the present value of lease payments. As the Company has no existing or proposed collateralized borrowing arrangements, to determine a reasonable incremental borrowing rate, the Company considers collateral assumptions, the lease term, the Company’s current credit risk profile, and rates for existing borrowing arrangements for comparable peer companies. The Company accounts for the lease and fixed

non-lease

components as a single lease component for real estate leases. Lease expense for operating lease payments is recognized on a straight-line basis over the lease term.

Fair Value Option for Convertible Notes

As permitted under ASC 825,

Financial Instruments

(“ASC 825”), the Company elected the fair value option to account for its convertible notes issued during 2021 (the “Notes”). The Company recorded the convertible notes at fair value subsequently remeasured them to fair value at each reporting date and upon settlement. Changes in fair value were recognized as a component of other income, net in the statements of operations and comprehensive loss. As a result of applying the fair value option, direct costs and fees related to the issuance of the convertible notes were recognized as expense as incurred.

Convertible Preferred Stock

The Company accounts for convertible preferred stock subject to possible redemption in accordance with the guidance in ASC 480,

Distinguishing Liabilities from Equity

. The convertible preferred stock is only redeemable upon the occurrence of certain deemed liquidation events. As the preferred stock is considered to be contingently redeemable, the preferred stock has been classified outside of permanent equity. The preferred stock will be accreted to its redemption value if the deemed liquidation events are considered probable of occurring.

Income Taxes

From inception through April 30, 2021, the Company was a Delaware limited liability company for federal and state tax purposes and, therefore, all items of income or loss through April 30, 2021 flowed through to the members of the limited liability company. Accordingly, the Company did not record deferred tax assets or

liabilities or have net operating loss carryforwards. Effective April 30, 2021, the Company converted from an LLC to a C corporation for federal and state income tax purposes. The Company accounts for income taxes using the asset and liability method in accordance with ASC Topic 740,

Income Taxes

(“ASC 740”), which requires the recognition of deferred tax assets and liabilities for the expected future tax consequences of events that have been recognized in the financial statements or in the Company’s tax returns. Deferred tax assets and liabilities are determined on the basis of the differences between the financial statement and tax basis of assets and liabilities using enacted tax rates in effect for the year in which the differences are expected to reverse. Changes in deferred tax assets and liabilities are recorded in the provision for income taxes. The Company assesses the likelihood that its deferred tax assets will be recovered from future taxable income and, to the extent it believes, based upon the weight of available evidence, that it is more likely than not that all or a portion of the deferred tax assets will not be realized, a valuation allowance is established through a charge to income tax expense. Potential for recovery of deferred tax assets is evaluated by estimating the future taxable profits expected and considering prudent and feasible tax planning strategies. At December 31, 2021, the Company has concluded that a full valuation allowance is necessary for its deferred tax assets.

The Company assesses the recording of uncertain tax positions by evaluating the minimum recognition threshold and measurement requirements a tax position must meet before being recognized as a benefit in the financial statements. The Company’s policy is to recognize interest and penalties accrued on any uncertain tax positions as a component of income tax expense, if any, in the Company’s statements of operations and comprehensive loss.

Revenue and Contract Balances

Effective January 1, 2019 and January 1, 2021, the Company adopted FASB ASU

No. 2014-09

(Topic 606),

Revenue from Contracts with Customers

, and its related amendments (collectively known as “ASC 606”) and ASU

No. 2018-18,

Clarifying the Interaction between Topic 808 (Collaborative Arrangements) and Topic 606 (Revenue from Contracts with Customers)

, respectively. The Company’s principal sources of revenue during the years ended December 31, 2021 and 2020, were derived from research and development service agreements with customers.

At inception, management determines whether contracts are within the scope of ASC 606 or other topics, including ASC 808,

Collaborative Arrangements

(“ASC 808”). For contracts or units of account that are determined to be within the scope of ASC 606, revenue is recognized when a customer obtains control of promised goods or services. The amount of revenue recognized reflects the consideration to which management expects to be entitled to receive in exchange for these goods and services. To achieve this core principle, management applies the following five steps (i) identify the contract with the customer; (ii) identify the performance obligations in the contract; (iii) determine the transaction price; (iv) allocate the transaction price to the performance obligations in the contract; and (v) recognize revenue when or as a performance obligation is satisfied. The Company only applies the five-step model to contracts when it is probable that the Company will collect the consideration it is entitled to in exchange for the goods or services it transfers to the customer.

Identification of Performance Obligations.

Performance obligations promised in a contract are identified at contract inception based on the goods and services that are both capable of being distinct and are distinct in the context of the contract. To the extent a contract includes multiple promised goods and services, the Company applies judgment to determine whether promised goods and services are both capable of being distinct and distinct in the context of the contract. If these criteria are not met, the promised goods and services are accounted for as a combined performance obligation. In general, the Company’s contracts typically contain one

performance obligation to perform research services on behalf of its customers, which are generally performed over a short period of time, typically less than twelve months. These contracts typically include rights to negotiate for a license or other products and services upon completion of the research services.

Transaction Price.

The transaction price is determined based on the consideration to which the Company will be entitled in exchange for transferring goods and services to the customer. The Company’s contracts typically contain upfront payments or fees for research services.

Research and Development Services.

The promises under the Company’s arrangements generally include research and development services to be performed by the Company on behalf of the counterparty. Payments or reimbursements from customers resulting from the Company’s research and development efforts are recognized as the services are performed and presented on a gross basis because the Company is the principal for such efforts. The Company uses an input method, according to the ratio of direct labor hours incurred to the total direct labor hours expected to be incurred in the future to satisfy the performance obligation. In management’s judgment, this input method is the best measure of the transfer of control of the performance obligation. Amounts received prior to revenue recognition are recorded as deferred revenue. Amounts expected to be recognized as revenue within the 12 months following the balance sheet date are classified as current portion of deferred revenue in the accompanying consolidated balance sheets. Amounts not expected to be recognized as revenue within the 12 months following the balance sheet date are classified as deferred revenue, net of current portion. Reimbursements from and payments to the counterparty that are the result of a collaborative relationship, instead of a customer relationship, such as

co-development

activities, are recognized as the services are performed and presented as a reduction to research and development expense. To date, the Company has determined that all arrangements which include research and development services have been transacted with customers and recognized on a gross basis using ASC 606.

Customer Options.

If an arrangement is determined to contain customer options that allow the customer to acquire additional goods or services, the goods and services underlying the customer options that are not determined to be material rights are not considered to be performance obligations at the outset of the arrangement, as they are contingent upon option exercise. The Company evaluates the customer options for material rights, or options to acquire additional goods or services for free or at a discount. If the customer options are determined to represent a material right, the material right is recognized as a separate performance obligation at the outset of the arrangement. The Company allocates the transaction price to material rights based on the relative standalone selling price, which is determined based on the identified discount and the probability that the customer will exercise the option. Amounts allocated to a material right are not recognized as revenue until, at the earliest, the option is exercised.

Contract Balances.

The Company classifies the right to consideration in exchange for deliverables as either a receivable or a contract asset. A receivable is a right to consideration that is unconditional (i.e., only the passage of time is required before payment is due). Such receivables are presented in accounts receivable in the accompanying balance sheets at their net estimated realizable value. An allowance for credit losses is maintained to provide for the estimated amount of receivables and contract assets that may not be collected. The allowance is based upon an assessment of customer creditworthiness, historical payment experience, the age of outstanding receivables and other applicable factors. Contract assets and liabilities are reported in a net position on a

contract-by-contract

basis at the end of each reporting period. Contract assets include unbilled amounts from contracts when revenue recognized exceeds the amount billed to the customer, and right to payment is not solely subject to the passage of time. Contract assets are included in prepaid expenses and other current assets in the accompanying balance sheets. Contract liabilities, which are presented as deferred revenue, consist of advance payments and billings in excess of revenue recognized. Amounts expected to be recognized as revenue within the 12 months following the balance sheet date are classified as current portion of deferred revenue in the accompanying balance sheets. Amounts not expected to be recognized as revenue within the 12 months following the balance sheet date are classified as deferred revenue, net of current portion.

Cost of Revenue

Cost of revenue primarily represents payroll and related personnel costs as well as allocated overhead, including occupancy and information technology expenses.

Research and Development Expense

Research and development costs are expensed as incurred. Research and development expenses consist of costs incurred in performing research and development activities, including salaries, stock-based compensation

and benefits, facilities costs, depreciation, and external costs of outside vendors.

Non-refundable

prepayments for goods or services that will be used or rendered for future research and development activities are deferred and capitalized. Such amounts are recognized as an expense as the goods are delivered or the related services are performed or until it is no longer expected that the goods will be delivered or the services rendered.

The Company has entered into various research and development related contracts. The Company records accrued liabilities for estimated ongoing research costs. When evaluating the adequacy of the accrued liabilities, the Company analyzes progress of the underlying activities.

Stock-Based Compensation Expense

Stock-based payments are accounted for in accordance with the provisions of ASC 718,

Compensation – Stock Compensation

. The Company measures the estimated fair value of the stock-based award on the date of grant and recognizes compensation expense for those awards over the requisite service period, which is generally the vesting period of the respective award. The Company issues stock options, and formerly incentive units, with only service-based vesting conditions and records the expense for these awards using the straight-line method. The Company has not issued any stock-based awards with performance- or market-based vesting conditions. The Company accounts for forfeitures as they occur.

The Company classifies stock-based compensation expense in its statements of operations and comprehensive loss in the same manner in which the award recipient’s cash compensation costs are classified.

Given the absence of an active market for the Company’s equity, the Company and the board of directors were required to estimate the fair value of the Company’s common stock and incentive units at the time of each grant. The Company and the board of directors determined the estimated fair value of the Company’s equity instruments based on a number of factors, including external market conditions affecting the biotechnology industry sector. The Company and the board of directors utilized various valuation methodologies in accordance with the framework of the American Institute of Certified Public Accountants’ Technical Practice Aid,

Valuation of Privately-Held Company Equity Securities Issued as Compensation

, to estimate the fair value of its equity instrument. Each valuation methodology includes estimates and assumptions that require the Company’s judgment.

Comprehensive Loss

Comprehensive loss is defined as the change in equity from transactions and other events or circumstances from

non-owner

sources. Comprehensive loss includes net loss as well as other changes in stockholders’ deficit and members’ equity that result from transactions and economic events other than those with stockholders and members. For the years ended December 31, 2021 and 2020, comprehensive loss is equal to net loss.

Net Loss per Share or Unit

The Company calculates basic and diluted net loss per share or unit in conformity with the

two-class

method required for participating securities. Under the

two-class

method, net loss is allocated between common stock or member units and other participating securities based on their participation rights.

Diluted net loss per unit is computed using the more dilutive of (a) the

two-class

method, (b) treasury stock method, or

method. as applicable, to potentially dilutive instruments. Potentially dilutive instruments consist of unvested incentive units and the potential issuance of common stock upon exercise of outstanding stock options or conversion of preferred stock. The dilutive effect of the convertible preferred stock is assessed by application of the

“if-converted”

method in periods where such application would be dilutive.

Subsequent Event Considerations

The Company considers events or transactions that occur after the balance sheet date but prior to the date the financial statements are issued to provide additional evidence for certain estimates or to identify matters that require additional disclosure. Subsequent events have been evaluated as required.

Recently Adopted Accounting Pronouncements

In February 2016, the FASB issued ASU

2016-02,

Leases (Topic 842)

(“ASU

2016-02”).

The guidance in ASU

2016-02

supersedes the prior leasing guidance, which requires lessees to recognize

right-of

use assets and lease liabilities on the balance sheet for all leases with terms longer than 12 months. The Company adopted ASU

2016-02,

as amended, as of January 1, 2021 by applying the modified retrospective approach for leases existing at, and entered into after, January 1, 2021. In addition, the standard allows for certain practical expedients in transition to ASU

2016-02,

including the package of practical expedients. The Company utilized the package of practical expedients which allowed the Company to not reassess the following: (i) whether any expired or existing contracts contained leases; (ii) the lease classification for any expired or existing leases; and (iii) the treatment of initial direct costs for any existing leases. The adoption of this standard resulted in the recognition of a right of use asset and corresponding operating lease liability of $66 thousand upon adoption.

In June 2016, the FASB issued ASU

No. 2016-13,

Financial Instruments—Credit Losses (Topic 326)—Measurement of Credit Losses on Financial Instruments

, which has been subsequently amended (“ASU

2016-13”).

The provisions of ASU

2016-13

modify the impairment model to utilize an expected loss methodology in place of the currently used incurred loss methodology and require a consideration of a broader range of reasonable and supportable information to inform credit loss estimates. The Company early adopted ASU

2016-13,

as amended, as of January 1, 2021. The adoption of this standard did not have a material effect on the Company’s financial statements upon adoption.

In November 2018, the FASB issued ASU

2018-18,

Collaborative Arrangements (Topic 808): Clarifying the Interaction between Topic 808 and Topic 606

(“ASU

2018-18”).

ASU

2018-18

provides guidance on whether certain transactions between collaborative arrangement participants should be accounted for with revenue under Topic 606. The Company early adopted this guidance as of January 1, 2021. The adoption of this standard did not have a material effect on the Company’s financial statements upon adoption.

In August 2020, the FASB issued ASU

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

(“ASU

2020-06”).

This ASU simplifies the complexity associated with applying GAAP for certain financial instruments with characteristics of liabilities and equity. More specifically, the amendments focus on the guidance for convertible instruments and derivative scope exceptions for contracts in an entity’s own equity. Under ASU

2020-06,

certain features, including beneficial conversion features, are no longer required to be separately accounted for. The new guidance also requires the

if-converted

method to be applied for all convertible instruments and requires additional disclosures. The Company early adopted this standard as of January 1, 2021. The adoption of this standard did not have a material effect on the Company’s financial statements upon adoption.

Recently Issued Accounting Pronouncements

Reclassification of Prior Year Presentation

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

Stock-Based Compensation

9 Months Ended

12 Months Ended

Sep. 30, 2022

Dec. 31, 2021

Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items]

Stock-Based Compensation

12. Stock-Based Compensation

2014 Restricted Unit Plan

On March 4, 2014, Legacy Comera established the 2014 Restricted Unit Plan (the “2014 Plan”). A total of 2,500,000 incentive units were authorized as part of the 2014 Plan, under which participants would receive membership interests in Legacy Comera. The 2014 Plan was extinguished on April 30, 2021 as a result of the Reorganization.

2021 Stock Option and Grant Plan

On April 30, 2021, Legacy Comera established the 2021 Stock Option and Grant Plan (the “2021 Plan”), which provided for the grant of incentive stock options,

non-statutory

stock options, restricted stock awards, unrestricted stock awards and restricted stock units. In connection with the closing of the Transaction, option awards outstanding under the 2021 Plan were exchanged for options to purchase shares of CLS Holdings Common Stock (the “Exchanged Options”), with proportional adjustments to the number of shares underlying the options and the exercise price of the options approved by the compensation committee and board of directors of Legacy Comera. Other than with respect to the exercise price and the number of shares of CLS Holdings Common Stock underlying the Exchanged Options, the Exchanged Options remain subject to the terms and conditions of the Legacy Comera option awards issued pursuant to the 2021 Plan. The Exchanged Options are outstanding under and count against the number of shares reserved for issuance pursuant to the 2022 Equity and Incentive Plan (the “2022 Plan”). Following the closing of the Transaction, no additional awards may be granted under the 2021 Plan.

As of

September

30, 2022, there are 1,168,441 Exchanged Options outstanding which are potentially exercisable for 1,168,441 shares of CLS Holdings Common Stock at a weighted-average exercise price of $0.59 per

share.

2022 Equity and Incentive Plan

On May 10, 2022, the Company established the 2022 Plan, which provides for the grant of incentive stock options,

non-statutory

stock options, restricted stock awards, unrestricted stock awards, restricted stock units, stock appreciation rights, cash awards and dividend equivalent rights. Incentive stock options may be granted only to the Company’s employees, including officers.

Non-statutory

options, restricted stock awards, unrestricted stock awards, restricted stock units, stock appreciation rights, cash awards and dividend equivalent rights may be granted to employees, directors, consultants and key persons of the Company.

The total number of common shares authorized to be issued under the 2022 Plan was 2,059,838. The share pool will automatically increase on January 1 of each year by four percent of the number of shares of Stock outstanding on the immediately preceding December 31, or such lesser number of shares as approved by the board of directors. As of

September

30, 2022, there were 1,982,641 options outstanding with a weighted-average exercise price of $1.70 and 77,197 shares available for future grants under the 2022

Plan.

Shares underlying awards that are forfeited, cancelled, reacquired by the Company prior to vesting, satisfied without the issuance of common stock, or are otherwise terminated under the 2022 Plan without having been fully exercised (including the Exchanged Options) will be available for future awards.

Stock Option Valuation

The assumptions that the Company used to determine the grant-date fair value of stock options granted were as follows, presented on a weighted-average basis:


	Nine Months Ended September 30, 2022

Expected option life (years)		6.1
Risk-free interest rate		3.18	%
Expected volatility		62.65	%
Expected dividend yield		—	%

Stock Option Activity

The following table summarizes the Company’s stock option activity for the nine months ended September 30, 2022:


	Number of Options			Weighted- Average Exercise Price		Weighted- Average Remaining Contractual Term (Years)		Aggregate Intrinsic Value (in thousands)
Outstanding as of December 31, 2021		2,689,935		$	0.59			$	767
Granted		814,200			3.30
Exercised		(1,385,310	)		0.59
Cancelled or forfeited		(136,184	)		0.59

Outstanding as of September 30, 2022		1,982,641		$	1.70		9.1	$	1,192

Exercisable as of September 30, 2022		406,894		$	0.59		8.8	$	415

The aggregate intrinsic value of stock options is calculated as the difference between the exercise price of the underlying stock options and the estimated fair value of the Company’s common stock for those stock options that had exercise prices lower than the estimated fair value of the Company’s common stock as of

Septembe

30,

2022.

The

weighted-average grant date fair value of options granted during the

nine

months ended

Septem

ber

30, 2022 and 2021 was $1.97 and $0.41, respectively.

As of

September

30, 2022, total unrecognized compensation cost related to the unvested stock options was $1.9 million, which is expected to be recognized over a weighted-average period of 3.5 years.

Stock-Based Compensation

Stock-based compensation expense was allocated as follows:


	Three Months Ended September 30,				Nine Months Ended September 30,
	2022		2021		2022		2021

Cost of revenue	$	484	$	448	$	1,409	$	19,530
Research and development		2,670		2,829		7,681		410,644
General and administrative		124,536		31,011		217,895		642,436

Total stock-based compensation	$	127,690	$	34,288	$	226,985	$	1,072,610

11. Stock-Based Compensation

All common stock share and per share amounts related to the Company’s incentive plans have been retroactively adjusted to reflect the Transaction and reverse recapitalization as described in Note 1.

2014 Restricted Unit Plan

On March 4, 2014, the Company established the 2014 Restricted Unit Plan (the “2014 Plan”). A total of 2,500,000 incentive units were authorized as part of the 2014 Plan, under which participants would receive

membership interests in the Company. Under the terms of the 2014 Plan, Incentive Units could be granted to a participant by the Company’s board of directors. The strike price of the Incentive Units is determined by the Company’s board of directors at the time of grant. The Company has certain repurchase rights for issued Incentive Units in the event of termination of the participant’s employment or consulting relationship. As of December 31, 2020, there were 82,563 Incentive Units available for future grant. The plan was extinguished on April 30, 2021 as a result of the Reorganization.

2021 Stock Option and Grant Plan

On April 30, 2021, the Company established the 2021 Stock Option and Grant Plan (the “2021 Plan”), which provides for the Company to issue restricted stock awards, unrestricted stock awards and restricted stock units, or to grant incentive stock options or

non-statutory

stock options. Incentive stock options may be granted only to the Company’s employees, including officers. Restricted stock awards, unrestricted stock awards and restricted stock units and

non-statutory

stock options may be granted to employees, directors, consultants and key persons of the Company.

The total number of common shares authorized to be issued under the 2021 Plan was 3,260,994 shares as of December 31, 2021, of which 262,616 shares remained available for future grant.

Shares underlying awards that are forfeited, cancelled, reacquired by the Company prior to vesting, satisfied without the issuance of common stock, or are otherwise terminated under the 2021 Plan without having been fully exercised will be available for future awards.

Incentive Unit Valuation

Each Incentive Unit represents a

non-voting

equity interest in the Company that entitles the holder to a percentage of the profits and appreciation in the Company’s equity value arising after the date of grant and after such time as the strike price is met. Incentive Units are granted at no less than fair value on the date of grant as determined by the board of directors and typically vest over four years.

The Company measures and records the expense related to Incentive Units based on the fair value of those awards as determined on the date of grant. The Company used an option pricing model (OPM) to determine the total equity value of the Company at various dates and allocated that value to the outstanding Units, including Incentive Units. The OPM requires the use of subjective assumptions, which determine the fair value of equity-based awards, including the value of the Company’s equity, volatility, time to liquidity and risk-free rate. Onc

the enterprise value has been allocated to each class of Unit, the value attributed to the Incentive Units is then discounted for a lack of marketability. The Company and the board of directors considers changes in facts and circumstances between valuation dates to determine the fair value of Incentive Units on each date of grant.

The

following table summarizes the inputs used in the OPM:


		Year Ended December 31,
		2020
Company equity value (in millions)		$3.6 - $10.7
Volatility		90.00%
Time to liquidity (years)		3.0
Risk-free rate		0.15% - 0.22%

Incentive Unit Activity

The following table summarizes the Company’s Incentive Unit activity for the year ended December 31, 2021:


	Unvested Incentive Units			Weighted- Average Grant Date Fair Value Per Unit
Unvested as of December 31, 2020		429,963		$	0.19
Vested		(32,939	)		0.43
Forfeited		(4,428	)		0.66
Cancelled		(392,596	)		0.10

Unvested as of December 31, 2021		—		$	—

Stock Option Valuation

The assumptions that the Company used to determine the grant-date fair value of stock options granted were as follows, presented on a weighted-average basis:


	Year Ended December 31,
	2021
Expected option life (years)		5.6
Risk-free interest rate		0.90	%
Expected volatility		62.84	%
Expected dividend yield		—	%

Stock Option Activity

The following table summarizes the Company’s stock option activity for the year ended December 31,

2021:


	Number of Options			Weighted- Average Exercise Price		Weighted- Average Remaining Contractual Term (Years)		Aggregate Intrinsic Value (in thousands)

Outstanding as of December 31, 2020		—		$	—			$	—
Granted		3,052,355			0.59
Exercised		(308,443	)		0.59				88
Cancelled or forfeited		(53,977	)		0.59

Outstanding as of December 31, 2021		2,689,935		$	0.59		9.5	$	767

Exercisable as of December 31, 2021		1,637,156		$	0.59		9.4	$	467

The

aggregate intrinsic value of stock options is calculated as the difference between the exercise price of the underlying stock options and the estimated fair value of the Company’s common stock for those stock options that had exercise prices lower than the estimated fair value of the Company’s common stock.

The weighted-average grant-date fair value of the Company’s stock options granted during the year ended December 31, 2021 was $0.53.

As of December 31, 2021, total unrecognized compensation cost related to the unvested stock options was $569 thousand, which is expected to be recognized over a weighted-average period of 3.5

years.

Stock-Based Compensation

Stock-based compensation expense was allocated as follows:


	Year Ended December 31,
	2021		2020


Cost of revenue	$	19,876	$	2,924
Research and development		414,322		36,961
General and administrative		680,458		61,155

Total stock-based compensation	$	1,114,656	$	101,040

Stock-Based Compensation - Additional Information (Details) - USD ($) $ / shares in Units, $ in Thousands	9 Months Ended		12 Months Ended
	Sep. 30, 2022	Sep. 30, 2021	Dec. 31, 2021	Dec. 31, 2020	Mar. 04, 2014
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items]
Number of shares, exercisable	406,894		1,637,156
Shares exercisable, weighted-average exercise price	$ 0.59		$ 0.59
Number of options outstanding	1,982,641		2,689,935	0
Options outstanding, weighted-average exercise price	$ 1.7		$ 0.59	$ 0
Shares available for future grant	77,197		262,616
Share based compensation arrangement by share based payment award award vesting period			4 years
Weighted-average grant date fair value of options granted	$ 1.97	$ 0.41	$ 0.53
Unrecognized compensation cost	$ 1,900		$ 569
Unrecognized compensation cost related to non-vested awards, expected period	3 years 6 months		3 years 6 months
2014 Restricted Unit Plan
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items]
Number of shares authorized for issuance					2,500,000
Restricted unit plan, extinguished date	Apr. 30, 2021		Apr. 30, 2021
Shares available for future grant				82,563
2021 Stock option and Grant Plan
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items]
Number of shares authorized for issuance			3,260,994
Number of shares, exercisable	1,168,441
Shares exercisable, weighted-average exercise price	$ 0.59
Number of options outstanding	1,168,441
Shares available for future grant			262,616
2022 Equity and Incentive Plan
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items]
Number of shares authorized for issuance	2,059,838
Percentage of increase in shares of stock outstanding	4.00%
Number of options outstanding	1,982,641
Options outstanding, weighted-average exercise price	$ 1.7
Shares available for future grant	77,197

Subsequent Events

12 Months Ended

Dec. 31, 2021

Subsequent Events [Abstract]

Subsequent Events

18. Subsequent Events

The Company has completed an evaluation of all subsequent events after the balance sheet date of December 31, 2021 through March 8, 2022, the date the financial statements were issued, to ensure that these financial statements include appropriate disclosure of events both recognized in the financial statements as of December 31, 2021, and events which occurred subsequently but were not recognized in the financial statements.

The

Company has concluded that no subsequent events have occurred that require disclosure, except as disclosed within the financial

statements.

(a)

Stock-based Compensation Activity

Through the date the financial statements were issued, the Company has issued 693,330 shares of common stock in connection with exercises of stock options for gross proceeds of $404 thousand.

(b)

Business Combination Agreement

On January 31, 2022, Comera, OTR, CLS Holdings, Comera Merger Sub and OTR Merger Sub, entered into an agreement and plan of merger (the “Business Combination Agreement”), pursuant to which (i) Comera Merger Sub will be merged with and into Comera (the “Comera Merger”), with Comera surviving the Comera Merger as a direct wholly-owned subsidiary of

CLS Holdings

and (ii) immediately following the consummation of the Comera Merger, OTR Merger Sub will be merged with and into OTR (the “OTR Merger”), with OTR surviving the OTR Merger as a direct wholly-owned subsidiary of CLS Holdings. The Business Combination Agreement contains customary representations and warranties, covenants, closing conditions and other terms relating to the Comera Merger and OTR Merger and the other transactions contemplated thereby which are expected to close in May 2022, contingent upon approval of OTR stockholders.

Upon the closing of the Transaction (the “Closing”), by virtue of the Comera Merger, all shares of Comera common stock, par value $0.001 per share (“Comera Common Stock”), issued and outstanding immediately prior to the Closing (including shares of Comera Common Stock issued upon conversion of Comera preferred stock immediately prior to the Closing) will be canceled and converted into the right to receive shares of CLS Holdings common stock, par value $0.0001 per share (“CLS Holdings Common Stock”) and all outstanding Comera unvested stock options and Comera vested incentive stock options will be converted into options to purchase shares of CLS Holdings Common Stock, all Comera vested

in-the-money

non-qualified

stock options outstanding will be net exercised for shares of Comera Common Stock and, upon the Closing as described above, those shares of Comera Common Stock will be converted into the right to receive shares of CLS Holdings Common Stock.

In addition and as part of the overall consideration payable to the Company’s stockholders, CLS Holdings shall place 3,150,000 shares of CLS Holdings Common Stock (the

“Earn-Out

Shares”) into escrow. If, at any time prior to the second anniversary of the Closing, either (i) the volume-weighted-average-price of CLS Holdings Common Stock shall be equal to or greater than $12.50 for twenty trading days within a thirty-trading day period, or (ii) upon a change of control with aggregate consideration in excess of $12.50 per share, then the

Earn-out

Shares will be delivered to the Company’s stockholders in accordance with the Business Combination Agreement.

Fair Value of Financial Assets and Liabilities

9 Months Ended

12 Months Ended

Sep. 30, 2022

Dec. 31, 2021

Fair Value Disclosures [Abstract]

Fair Value of Financial Assets and Liabilities

4. Fair Value of Financial Assets and Liabilities

The following table presents the Company’s fair value hierarchy for its liabilities, which are measured at fair value on a recurring basis as of September 30, 2022:


	Fair Value Measurements at September 30, 2022 Using:
	Level 1		Level 2		Level 3		Total

Liabilities:
Private Placement Warrants	$	—	$	331,612	$	—	$	331,612

There were no assets for which fair value was required to be disclosed as of September 30, 2022. There were no assets or liabilities for which fair value was required to be disclosed as of December 31, 2021. During the nine months ended September 30, 2022, there were no transfers between Level 1, Level 2 and Level 3.

3. Fair Value of Financial Assets and Liabilities

As of December 31, 2021 and 2020, the Company did not hold any financial assets or liabilities that were measured at fair value on a recurring or nonrecurring basis. There were no assets or liabilities for which fair value was required to be disclosed. During the years ended December 31, 2021 and 2020, there were no transfers between Level 1, Level 2 and Level 3.

Valuation of Convertible Notes

During the year ended December 31, 2021, the Company issued convertible notes to certain existing investors. The Company has elected to account for these instruments utilizing the fair value option as permitted under ASC 825. Management believes the fair value option more closely reflects the economics of the transaction from the perspective of the counterparties. At issuance the Notes were considered to have a fair value equal to the principal of the Notes and at settlement the Notes were considered to have a fair value equal to the fair value of the convertible preferred stock that was issued in settlement of the Notes. The fair value of the convertible preferred stock that was issued in settlement of the Notes was based on an option pricing model. The option pricing model utilized an enterprise value that was determined utilizing a backsolve method based on the issuance of a new class of preferred stock in an arms-length transaction. The enterprise value was then allocated to the various outstanding classes of equity. This model utilizes unobservable inputs. The change in fair value for the year ended December 31, 2021 was $77 thousand which was recorded as change in fair value of convertible notes in the Company’s statements of operations and comprehensive loss.

The following table sets forth a summary of changes in the fair value of the Company’s Notes for which fair value is determined by Level 3 inputs:


	Convertible Notes
Value as of December 31, 2020	$	—
Issuance of convertible notes		750,000
Change in fair value of convertible notes		76,738
Settlement into convertible preferred stock		(826,738	)

Value as of December 31, 2021	$	—

- Definition

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

+ References + Details

Fair Value of Financial Assets and Liabilities - Schedule of Fair Value Hierarchy for Liabilities, Measured at Fair Value on a Recurring Basis (Details) - Recurring - Private Placement Warrants	Sep. 30, 2022 USD ($)
Fair Value, Balance Sheet Grouping, Financial Statement Captions [Line Items]
Liabilities	$ 331,612
Level 2
Fair Value, Balance Sheet Grouping, Financial Statement Captions [Line Items]
Liabilities	$ 331,612

Concentrations of Risk	9 Months Ended	12 Months Ended
Concentrations of Risk	Sep. 30, 2022	Dec. 31, 2021
Risks and Uncertainties [Abstract]
Concentrations of Risk	14. Concentrations of Risk The Company has certain customers whose revenue individually represented 10% or more of the Company’s total revenue or whose accounts receivable balances individually represented 10% or more of the Company’s total accounts receivable. For the nin e months ended September 30, 2022 and 2021, two customers accounted for 97% and 100% of revenue recognized, respectively. As of September 30, 2022, two customers accounted for 100% of accounts receivable.	13. Concentrations of Risk The Company has certain customers whose revenue individually represented 10% or more of the Company’s total revenue or whose accounts receivable balances individually represented 10% or more of the Company’s total accounts receivable. For the years ended December 31, 2021 and 2020, two customers accounted for all revenue recognized in the period. As of December 31, 2021, there were no customer concentrations in accounts receivable. As of December 31, 2020, one customer accounted for 97% of accounts receivable.

Legacy Comera Convertible Preferred Stock

9 Months Ended

12 Months Ended

Sep. 30, 2022

Dec. 31, 2021

Temporary Equity [Line Items]

Convertible Preferred Stock

. Convertible Preferred Stock

As of September

30, 2022, the Company’s amended and restated certificate of incorporation (the “Articles”) provides for a class of authorized stock known as preferred stock, consisting of 1,000,000 shares, $0.0001 par value per share, issuable from time to time in one or more series. In connection with the Transaction, a certificate of designation was filed to designate and authorize the issuance of up to 4,305 shares of Series A Preferred Stock.

Convertible preferred stock consisted of the following as of September 30, 2022:


	Par Value		Shares Authorized		Shares Issued and Outstanding		Carrying Value		Liquidation Preference		Common Stock Issuable Upon Conversion
Series A Preferred Stock	$	0.0001		4,305		4,305	$	4,431,838	$	4,431,838		342,754

In May 2022, the Company issued 4,305 shares of Series A Preferred Stock. The Series A Preferred Stock was issued in connection with the Transaction and the Settlement Agreement (Note 3) in settlement of $4.3 million of advisory fees owed to Maxim with an original purchase price of $1,000 per share (the “Series A Original Purchase Price”). The Company incurred $162 thousand of issuance costs in connection

with

the Series A Preferred

Stock.

As of September 30, 2022, the holders of the Series A Preferred Stock have the following rights and preferences:

Voting Rights—

The holders of the Series A Preferred Stock are entitled to vote, together with the holders of common stock, on all matters submitted to the stockholders for a vote and are entitled to the number of votes equal to the number of whole shares of common stock into which such holders of preferred stock could convert on the record date for determination of stockholders entitled to vote. Except for the actions requiring the approval or consent of the holders of preferred stock, the holders of preferred stock shall vote together with the holders of common stock and vote as a single class.

Dividends—

The holders of Series A Preferred Stock shall be entitled to receive, prior and in preference to the declaration or payment of any dividend on any other currently-outstanding capital stock, dividends when, as and if declared by the Board of Directors, payable quarterly on January 1, April 1, July 1 and October 1 of each calendar year (each date a “Series A Quarterly Dividend Payment Date”), commencing on and including July 1, 2022, which dividends shall be paid in cash at a rate of 8.0% per annum on the Series A Original Purchase Price for the first six Series A Quarterly Dividend Payment Dates, which shall increase by 2% per annum from and after each successive Series A Quarterly Dividend Payment Date, up to a maximum of 18%. Such dividends shall cumulate quarterly at the Series A Dividend Rate if not declared and paid on a Series A Quarterly Dividend Payment Date. As of

September

30, 2022, no

cash dividends have been declared or paid and the Company has $288 thousand of cumulative dividends in arrears.

Liquidation Rights—

In the event of any voluntary or involuntary liquidation event, dissolution, winding up of the Company or upon the occurrence of certain events considered to be deemed liquidation events, each holder of the then outstanding Series A Preferred Stock will be entitled to receive a preferential payment equal to the Series A Original Purchase Price plus the aggregate amount of dividends then accrued, prior and in preference to any distributions to the holders of the common stock. After payments have been made in full to the holders of the Series A Preferred Stock, then, to the extent available, the remaining amounts will be distributed among the holders of the common stock, pro rata based on the number of shares of common stock held by each holder.

Conversion—

Each share of preferred stock is convertible into common stock, at any time, at the option of the holder, and without the payment of additional consideration, determined by dividing the Series A Original Issuance Price by $12.56 (as may be adjusted for stock splits, dilutive issuances and the like, the “Series A Conversion Price”); provided, however, in no event shall outstanding shares of Series A Preferred Stock be converted into more than 19.99% of the outstanding shares of common stock. The Company shall at all times reserve and keep available out of its authorized but unissued shares of common stock to effect the conversion of three hundred percent (300%) of all shares of Series A Preferred Stock then outstanding.

The Company evaluated its preferred stock and determined that its Series A Preferred Stock is considered an equity host. In making this determination, the Company’s analysis followed the whole instrument approach which compares an individual feature against the entire preferred stock instrument which includes that feature. The Company’s analysis was based on a consideration of the economic characteristics and risks of the preferred stock. More specifically, the Company evaluated all of the stated and implied substantive terms and features, including: (1) whether the preferred stock included redemption features, (2) how and when any redemption features could be exercised, (3) whether the holders of preferred stock were entitled to dividends, (4) the voting

rights of the preferred stock and (5) the existence and nature of any conversion rights. As a result of the Company’s conclusion that the preferred stock represents an equity host, the conversion feature for the Series A Preferred Stock is considered to be clearly and closely related to the preferred stock host instrument. Accordingly, the conversion feature for Series A Preferred Stock is not considered an embedded derivative that requires bifurcation.

Redemption—

The preferred stock is redeemable upon the occurrence of certain deemed liquidation events, as discussed above. In addition, the Company, may at any time, redeem the whole or any part of the outstanding Series A Preferred Stock at a redemption price of $1,000 per share, subject to adjustment, plus all accumulated and unpaid dividends (the “Series A Redemption Price”). Further, if the Company closes on the issuance or sale of common stock or equivalents, including, without limitation, pursuant to an equity line of credit facility, a registered offering, a private investment in public equity or otherwise, resulting in net proceeds to the Company of at least $5,000,000, each holder of Series A Preferred Stock shall have the right to cause the Company to apply up to 30% of the aggregate proceeds from such issuance or

sale in excess of $5,000,000, to

the redemption of any or all of such holder’s Series A Preferred Stock at the Series A Redemption Price.

As the preferred stock is considered to be contingently redeemable, the preferred stock has been classified outside of permanent equity. Since the contingent redemption is considered probable, the Series A Preferred Stock will be accreted to its redemption value at each reporting date. The Company recorded accretion of $87

and $288 thousand during the three and nine months ended September 30, 2022, respectively, which is considered a deemed dividend.

9. Convertible Preferred Stock

As of December 31, 2021, the authorized capital stock of the Company included 14,051,702 shares of $0.001 par value preferred stock, of which 9,429,006 shares have been designated as series A convertible preferred stock (“Series A Preferred Stock”) and 4,622,696 shares have been designated as series B convertible preferred stock (“Series B Preferred Stock”).

Convertible preferred stock consisted of the following as of December 31, 2021:


	Par Value		Shares Authorized		Shares Issued and Outstanding		Carrying Value		Liquidation Preference		Common Stock Issuable Upon Conversion

Series A-1 Convertible Preferred Stock	$	0.001		6,000,000		6,000,000	$	2,972,028	$	18,000,000		6,000,000
Series A-2 Convertible Preferred Stock	$	0.001		1,266,667		1,266,667	$	1,865,374	$	3,800,001		1,266,667
Series A-3 Convertible Preferred Stock	$	0.001		527,752		527,752	$	1,416,519	$	1,583,256		527,752
Series A-4 Convertible Preferred Stock	$	0.001		1,016,669		1,016,669	$	3,035,377	$	3,050,007		1,016,669
Series A-5 Convertible Preferred Stock	$	0.001		514,932		514,932	$	1,329,024	$	2,162,714		514,932
Series A-6 Convertible Preferred Stock	$	0.001		102,986		102,986	$	62,718	$	144,180		102,986
Series B-1 Convertible Preferred Stock	$	0.001		4,219,409		3,970,465	$	9,352,627	$	9,410,002		3,970,465
Series B-2 Convertible Preferred Stock	$	0.001		403,287		403,287	$	823,786	$	766,245		403,287

				14,051,702		13,802,758	$	20,857,453	$	38,916,405		13,802,758

The following summarizes the activity of the Series A convertible preferred stock for the year ended December 31, 2021:


	Series A-1 Convertible Preferred Stock				Series A-2 Convertible Preferred Stock				Series A-3 Convertible Preferred Stock				Series A-4 Convertible Preferred Stock				Series A-5 Convertible Preferred Stock				Series A-6 Convertible Preferred Stock
	Shares		Amount		Shares		Amount		Shares		Amount		Shares		Amount		Shares		Amount		Shares		Amount

Balance as of December 31, 2020		—	$	—		—	$	—		—	$	—		—	$	—		—	$	—		—	$	—
Conversion of capital units into convertible preferred stock		6,000,000		2,972,028		1,266,667		1,865,374		527,752		1,416,519		1,016,669		3,035,377		514,932		1,329,024		102,986		62,718

Balance as of December 31, 2021		6,000,000	$	2,972,028		1,266,667	$	1,865,374		527,752	$	1,416,519		1,016,669	$	3,035,377		514,932	$	1,329,024		102,986	$	62,718

The following summarizes the activity of the Series B convertible preferred stock for the year ended December 31, 2021:


	Series B-1 Convertible Preferred Stock				Series B-2 Convertible Preferred Stock
	Shares		Amount		Shares		Amount
Balance as of December 31, 2020		—	$	—		—	$	—
Issuance of convertible preferred stock, net of issuance costs of $60,327		3,970,465		9,352,627		403,287		823,786

Balance as of December 31, 2021		3,970,465	$	9,352,627		403,287	$	823,786

In April 2021

, the Company issued 6,000,000, 1,266,667, 527,752, 1,016,669, 514,932, and 102,986 shares of Series

A-1

A-2

A-3

A-4

A-5

and

A-6

Preferred Stock, respectively. The Series A Preferred Stock was issued in settlement of previously outstanding capital units of ReForm Biologics, LLC as part of the Reorganization.

In connection with the series B preferred stock purchase agreement dated May 26

, 2021

(the “Series B Purchase Agreement”), the Company initially issued 2,240,507 shares of Series

B-1

convertible preferred stock (the “Series

B-1

Preferred Stock”) at an initial issuance price of $2.37 per share for total gross proceeds of $5.3 million. Concurrent with the issuance of these shares, the Company also issued 403,287 shares of Series

B-2

preferred stock that were issued to settle the Notes. The Series B Purchase Agreement provided for the issuance of up to an additional 1,978,902 shares of Series

B-1

Preferred Stock at the same terms to new investors. This provision does not create any enforceable rights or obligations related to the issuance of additional shares.

In a second closing associated with the Series B Purchase Agreement, during June 2021, the Company issued an additional 843,882 shares of Series

B-1

Preferred Stock at an initial issuance price of $2.37 per share for total gross proceeds of $2.0 million. In a third closing associated with the Series B Purchase Agreement, during July 2021, the Company issued an additional 886,076 shares of Series

B-1

Preferred Stock at an initial issuance price of $2.37 per share for total gross proceeds of $2.1 million.

As of December 31, 2021, the holders of the preferred stock have the following rights and preferences:

Voting Rights—

The holders of the preferred stock are entitled to vote, together with the holders of common stock, on all matters submitted to the stockholders for a vote and are entitled to the number of votes equal to the number of whole shares of common stock into which such holders of preferred stock could convert on the record date for determination of stockholders entitled to vote. Except for the actions requiring the approval or consent of the holders of preferred stock, the holders of preferred stock shall vote together with the holders of common stock and vote as a single class.

Dividends—

The holders of the preferred stock are entitled to receive dividends when, as and if declared by the Board. The Company may not pay any dividends on shares of common stock of the Company unless the holders of preferred stock also receive a corresponding dividend. As of December 31, 2021, no cash dividends have been declared or paid.

Liquidation Rights—

In the event of any voluntary or involuntary liquidation event, dissolution, winding up of the Company or upon the occurrence of certain events considered to be a deemed liquidation events, each holder of the then outstanding Series B Preferred Stock will be entitled to receive a preferential payment, prior and in preference to any distributions to the holders of the Series A Preferred Stock and common stock. After payments have been made in full to the holders of the Series B Preferred Stock, then, to the extent available, each holder of the then outstanding Series A Preferred Stock will be entitled to receive a preferential payment, prior and in preference to any distributions to the holders common stock. After payments have been made in full to the holders of the preferred stock, then, to the extent available, the remaining amounts will be distributed among the holders of the preferred stock and common stock, pro rata based on the number of shares held by each holder.

Conversion—

Each share of preferred stock is convertible into common stock, at any time, at the option of the holder, and without the payment of additional consideration, at the applicable conversion ratio then in effect for each series

of preferred stock, initially set at the initial issuance price (i.e.,

one

-for-one

and subject to adjustment in accordance with specified anti-dilution provisions. In addition, each share of preferred stock will be automatically converted into common stock at the applicable conversion ratio then in effect for each series of preferred stock upon the earlier of (i) a qualified initial public offering as defined, (ii) the closing of a business combination pursuant to which the Corporation is merged into, or otherwise combines with, a public company or a special purpose acquisition company listed on a “national securities exchange or (iii) upon a vote of the holders of a majority of the outstanding preferred stock.

The Company evaluated each series of its preferred stock and determined that each individual series is considered an equity host. In making this determination, the Company’s analysis followed the whole instrument approach which compares an individual feature against the entire preferred stock instrument which includes that feature. The Company’s analysis was based on a consideration of the economic characteristics and risks of each

series of preferred stock. More specifically, the Company evaluated all of the stated and implied substantive terms and features, including: (1) whether the preferred stock included redemption features, (2) how and when any redemption features could be exercised, (3) whether the holders of preferred stock were entitled to dividends, (4) the voting rights of the preferred stock and (5) the existence and nature of any conversion rights. As a result of the Company’s conclusion that the preferred stock represents an equity host, the conversion feature of all series of preferred stock is considered to be clearly and closely related to the associated preferred stock host instrument. Accordingly, the conversion feature of all series of preferred stock is not considered an embedded derivative that requires bifurcation.

Redemption—

The preferred stock is only redeemable upon the occurrence of certain deemed liquidation events, as discussed above. As the preferred stock is considered to be contingently redeemable, the preferred stock has been classified outside of permanent equity. The preferred stock will be accreted to its redemption value if the deemed liquidation events are considered probable of occurring. Through December 31, 2021, the deemed liquidation events have not been considered probable of occurring, and therefore the preferred stock has not been accreted.

Legacy Comera

Temporary Equity [Line Items]

Convertible Preferred Stock

9. Legacy Comera Convertible Preferred Stock

Prior to the Transaction, the authorized capital stock of Legacy Comera included 14,051,702 shares of $0.001 par value preferred stock, of which 9,429,006 shares were designated as Series A Convertible Preferred Stock (“Legacy Comera Series A Preferred Stock”) and 4,622,696 shares were designated as Series B Convertible Preferred Stock (“Legacy Comera Series B Preferred Stock”).

In April 2021, Legacy Comera issued 6,000,000, 1,266,667, 527,752, 1,016,669, 514,932, and 102,986 shares of Series

A-1,

A-2,

A-3,

A-4,

A-5,

and

A-6

Preferred Stock, respectively. The Legacy Comera Series A Preferred Stock was issued in settlement of previously outstanding capital units of ReForm Biologics, LLC as part of the Reorganization.

Immediately

prior

the Transaction, all issued

and

outstanding

of Legacy Comera Series A and B Preferr

ed Sto

ck were converted into Legacy Comera Common Stock.

Fair Value of Financial Assets and Liabilities - Summary of Liabilities Measured on Recurring Basis, Unobservable Input Reconciliation (Details) - Fair Value, Inputs, Level 3 [Member]	12 Months Ended
	Dec. 31, 2021 USD ($)
Fair Value, Liabilities Measured on Recurring Basis, Unobservable Input Reconciliation [Line Items]
Value as of December 31, 2020	$ 0
Issuance of convertible notes	750,000
Change in fair value of convertible notes	76,738
Settlement into convertible preferred stock	(826,738)
Value as of December 31, 2021	$ 0

Cash, Cash Equivalents and Restricted Cash (Tables)

12 Months Ended

Dec. 31, 2021

Cash and Cash Equivalents [Abstract]

Summary of Reconciliation of Cash And Cash Equivalents And Restricted Cash

The following table provides a reconciliation of cash, cash equivalents and restricted cash reported within the balance sheet and included in the statement of cash flows:


	December 31,
	2021		2020
Cash and cash equivalents	$	6,510,140	$	155,427
Restricted cash		50,000		25,000

Cash, cash equivalents, and restricted cash	$	6,560,140	$	180,427

Prepaid Expenses and Other Current Assets

9 Months Ended

12 Months Ended

Sep. 30, 2022

Dec. 31, 2021

Deferred Costs, Capitalized, Prepaid, and Other Assets Disclosure [Abstract]

Prepaid Expenses and Other Current Assets

5. Prepaid Expenses and Other Current Assets

Prepaid

expenses and other current assets consisted of the following:


	September 30, 2022		December 31, 2021

Prepaid insurance	$	1,274,263	$	—
Contract assets		—		85,018
Insurance recovery receivable		—		136,250
Other		51,490		49,380

Prepaid expenses and other current assets	$	1,325,753	$	270,648

5. Prepaid Expenses and Other Current Assets

Prepaid expenses and other current assets consisted of the following:


	December 31,
	2021		2020
Contract assets	$	85,018	$	—
Insurance recovery receivable		136,250
Prepaid employee benefits		2,000		10,722
Prepaid rent		—		11,201
Other		47,380		17,770

Prepaid expenses and other current assets	$	270,648	$	39,693

Income Taxes

9 Months Ended

12 Months Ended

Sep. 30, 2022

Dec. 31, 2021

Income Tax Disclosure [Abstract]

Income Taxes

. Income Taxes

The Company had no income tax

expense due to operating losses incurred for the three and nine months ended September 30, 2022 and 2021.

Management of the Company evaluated the positive and negative evidence bearing upon the realizability of its deferred tax assets and determined that it is more likely than not that the Company will not recognize the benefits of the deferred tax assets. As a result, a full valuation allowance was recorded as of September 30, 2022.

The Company applies ASC 740,

Income Taxes

, for the financial statement recognition, measurement, presentation, and disclosure of uncertain tax positions taken or expected to be taken in income tax returns. Unrecognized tax benefits represent tax positions for which reserves have been established. A full valuation allowance has been provided against the Company’s deferred tax assets, so that the effect of the unrecognized tax benefits is to reduce the gross amount of the deferred tax asset and the corresponding valuation allowance. The Company has no material uncertain tax positions as of September 30, 2022. The Company has never been examined by the Internal Revenue Service, or any other jurisdiction, for any tax years and, as such, all years within the applicable statutes of limitations are potentially subject to audit.

15. Income Tax

the

members

of the limited liability company. Accordingly, the Company did not record deferred tax assets or liabilities or have net operating loss carryforwards. Effective April 30, 2021, the Company converted from an LLC to a C corporation for federal and state income tax purposes.

For the period from May 1, 2021 to December 31, 2021, the Company did not record a current or deferred income tax expense or benefit due to current and historical losses incurred by the Company. The Company’s operations are based in the United States.

A reconciliation of income tax expense computed at the statutory federal income tax rate to the Company’s effective tax rate as reflected in the financial statements is as follows:


	Year Ended December 31,
	2021

Income tax at federal statutory tax rate		21.0	%
State income taxes, net of federal benefit		5.3	%
Income tax rate differential		(3.0	)%
Stock-based compensation		(0.9	)%
Permanent differences		(0.3	)%
Research and development tax credits		0.9	%
Change in valuation allowance		(23.0	)%

Effective income tax rate		—	%

Deferred taxes are recognized for temporary differences between the basis of assets and liabilities for financial statement and income tax purposes. The significant components of the Company’s deferred tax assets and liabilities are comprised of the following:


	December 31,
	2021

Deferred tax assets:
Net operating loss carryforwards	$	885,617
R&D credit carryforwards		63,406
Lease liabilities		88,259
Stock-based compensation		173,069
Accrued expenses and other		176,231
		1,386,582
Valuation allowance		(1,235,082	)

		151,500
Deferred tax liabilities:
Property and equipment and right of use assets		(151,500	)

Net deferred tax assets	$	—

The

Company ha

evaluated the positive and negative evidence bearing upon the realizability of its deferred tax assets. As of December 31, 2021, based on the Company’s history of operating losses, the Company has concluded that it is not more likely than not that the benefit of its deferred tax assets will be realized. Accordingly, the Company has provided a full valuation allowance for deferred tax assets as of December 31, 2021. The valuation allowance increased $1.2 million during the year ended December 31, 2021 due primarily to net operating losses generated.

As of December 31, 2021, the Company had U.S. federal and state net operating loss carryforwards of $3.2 million, that may be available to offset future income tax liabilities. The U.S. federal tax operating

loss

carryforwards

are not subject to expiration and can be carried forward indefinitely while the state net operating loss carryforwards begin to expire in 2042.

As of December 31, 2021, the Company has federal and state research and development tax credit carryforwards of $48 thousand and $15 thousand, respectively. The Company generated research credits but has not conducted a study to document the qualified activities. This study may result in an adjustment to the Company’s research and development credit carryforwards.

Under the provisions of the Internal Revenue Code, the net operating loss and tax credit carryforwards are subject to review and possible adjustment by the Internal Revenue Service and state tax authorities. Net operating loss and tax credit carryforwards may become subject to an annual limitation in the event of certain cumulative changes in the ownership interest of significant shareholders over a three-year period in excess of 50 percentage points, as defined under Sections 382 and 383 of the Internal Revenue Code, respectively, as well as similar state provisions. This could limit the amount of tax attributes that can be utilized annually to offset future tax liabilities. The amount of the annual limitation is determined based on the value of the Company immediately prior to the ownership change. Subsequent ownership changes may further affect the limitation in future years. The Company has completed numerous financings since its inception, which may have resulted in a change in control as defined by Sections 382 and 383 of the Internal Revenue Code, or could result in a change in control in the future.

The Company follows the provisions of ASC

740-10,

Accounting for Uncertainty in Income Taxes,

which specifies how tax benefits for uncertain tax positions are to be recognized, measured, and recorded in financial statements; requires certain disclosures of uncertain tax matters; specifies how reserves for uncertain tax positions should be classified on the balance sheet; and provides transition and interim period guidance, among other provisions. As of December 31, 2021, the Company has not recorded any amounts for uncertain tax positions. The Company’s policy is to recognize interest and penalties accrued on any uncertain tax positions as a component of income tax expense, if any, in its statements of income. For the year ended December 31, 2021,

estimated interest or penalties were recognized on uncertain tax positions.

The Company’s corporate tax returns for the year ended December 31, 2021 remain open and subject to examination by the Internal Revenue Service and state taxing authorities.

- 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
-Subparagraph (SAB Topic 11.C)
-URI https://asc.fasb.org/extlink&oid=122134291&loc=d3e330215-122817

Reference 3: http://www.xbrl.org/2003/role/disclosureRef
-Publisher FASB
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-Topic 740
-SubTopic 10
-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
-Paragraph 1
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Reference 5: http://www.xbrl.org/2003/role/disclosureRef
-Publisher FASB
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Reference 6: http://www.xbrl.org/2003/role/disclosureRef
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Reference 7: http://www.xbrl.org/2003/role/disclosureRef
-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
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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

Organization - Additional Information (Details) - USD ($)		9 Months Ended	12 Months Ended
	May 19, 2022	Sep. 30, 2022	Dec. 31, 2021
Collaborative Arrangement and Arrangement Other than Collaborative [Line Items]
Date of Incorporation		Jan. 25, 2022	Jan. 25, 2022
OTR Acquisition Corp
Collaborative Arrangement and Arrangement Other than Collaborative [Line Items]
Date of acquisition	May 19, 2022	May 19, 2022	May 19, 2022
Reverse Recapitalization Transaction
Collaborative Arrangement and Arrangement Other than Collaborative [Line Items]
Goodwill recorded		$ 0
Intangible assets recorded		$ 0	$ 0

- Definition

Amount after accumulated impairment loss of an asset representing future economic benefits arising from other assets acquired in a business combination that are not individually identified and separately recognized.

+ References + Details

Basis of Presentation and Significant Accounting Policies - Summary of Estimated Useful Lives of Property and Equipment (Details)	12 Months Ended
	Dec. 31, 2021
Laboratory Equipment [Member]
Property, Plant and Equipment [Line Items]
Property, Plant and Equipment, Useful Life	5 years
Leasehold Improvements [Member]
Property, Plant and Equipment [Line Items]
Property, Plant and Equipment, Estimated Useful Lives	Lesser of lease term or 10 years
Computer Equipment [Member]
Property, Plant and Equipment [Line Items]
Property, Plant and Equipment, Useful Life	3 years
Other Machinery and Equipment [Member]
Property, Plant and Equipment [Line Items]
Property, Plant and Equipment, Useful Life	5 years

Basis of Presentation and Significant Accounting Policies (Tables)

12 Months Ended

Dec. 31, 2021

Property, Plant and Equipment [Abstract]

Summary of Estimated Useful Lives of Property and Equipment

Property and equipment are recorded at cost. Depreciation is computed using the straight-line method over the estimated useful lives of the related assets, as follows:


Laboratory equipment		5 years
Leasehold improvements		Lesser of lease term or 10 years
Computer equipment		3 years
Other equipment		5 years

Fair Value of Financial Assets and Liabilities - Additional Information (Details) - USD ($)	9 Months Ended	12 Months Ended
	Sep. 30, 2021	Dec. 31, 2021	Dec. 31, 2020
Fair Value Disclosures [Abstract]
Change in fair value of convertible notes	$ 76,738	$ 76,738	$ 0

Related Party Transactions - Additional Information (Detail) - USD ($)	12 Months Ended
	Dec. 31, 2021	Dec. 31, 2020
Related Party Transactions [Abstract]
Related party transaction selling general and administrative expenses	$ 5,000	$ 21,000
Due from related parties	$ 286	$ 5,400

- Definition

The aggregate amount of receivables to be collected from related parties where one party can exercise control or significant influence over another party; including affiliates, owners or officers and their immediate families, pension trusts, and so forth, at the financial statement date. which are usually due within one year (or one business cycle).

+ References

Reference 1: 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))
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-Publisher FASB
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-Section 45
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-Subparagraph (d)
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Reference 3: http://www.xbrl.org/2003/role/disclosureRef
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-Section S99
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Reference 5: http://www.xbrl.org/2003/role/disclosureRef
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Reference 6: http://www.xbrl.org/2003/role/disclosureRef
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-Name Accounting Standards Codification
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-SubTopic 10
-Section S99
-Paragraph 1A
-Subparagraph (SX 210.13-01(a)(4)(iii)(B))
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Reference 7: 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 8: 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 9: http://www.xbrl.org/2003/role/disclosureRef
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-Topic 470
-SubTopic 10
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Reference 10: http://www.xbrl.org/2009/role/commonPracticeRef
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-Name Accounting Standards Codification
-Topic 235
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-URI https://asc.fasb.org/extlink&oid=120395691&loc=d3e23780-122690

+ Details

Common Stock (Tables)

9 Months Ended

12 Months Ended

Sep. 30, 2022

Dec. 31, 2021

Stockholders' Equity Note [Abstract]

Schedule of common stock reserved for future issuance

As of September 30, 2022, the Company has reserved the following shares of common stock for future issuance:


Exercise of outstanding stock options			1,982,641
Available for issuance under equity compensation plans			77,197
Exercise of outstanding common stock warrants			11,041,332
Conversion of Series A Preferred Stock			1,028,262
Reserved for issuance pursuant to the Purchase Agreement			4,283,819

Total shares of authorized common stock reserved for future issuance			18,413,251

As of December 31 2021, the Company has reserved the following shares of common stock for future issuance:



Shares reserved for conversion of preferred stock			10,835,366
Shares reserved for exercise of outstanding stock options			2,689,935
Shares reserved for issuance under equity compensation plans			262,616

Total shares of authorized common stock reserved for future issuance			13,787,917

Common Stock Warrants

9 Months Ended

Sep. 30, 2022

Warrants and Rights Note Disclosure [Abstract]

Common Stock Warrants

. Common Stock Warrants

During the nine months ended September 30, 2022, there were 100 warrants exercised. There were

warrants issued or expired during the same period.

The warrants were assumed as part of the Transaction and the following represents a summary of the warrants outstanding and exercisable at September 30, 2022:

Number of Shares
Underlying Warrants

Description

Issue Date

Classification

Exercise
Price

Expiration Date

Outstanding
Shares

Exercisable
Shares

Private Placement Warrants

Nov 17, 2020

Liability

11.50

May 19, 2027

5,817,757

Public Warrants

Nov 17, 2020

Equity

11.50

May 19, 2027

5,223,575

11,041,332

Public Warrants

Public Warrants may only be exercised for a whole number of shares. No fractional shares will be issued upon exercise of the Public Warrants. The Public Warrants were assumed in connection with the Transaction and became exercisable on June 19, 2022.

The Public Warrants are redeemable at the option of the Company, in whole and not in part, at a price of $0.01 per underlying share, provided that the last reported sales price of the Company’s common stock has been at least $18.00 per share (subject to adjustment), on each of twenty (20) trading days within the thirty

(30) trading-day

period ending on the third trading day prior to the date on which notice of the redemption is given.

Private Placement Warrants

The Private Placement Warrants are identical to the Public Warrants, except that (i) the Private Placement Warrants will be exercisable on a cashless basis and be

non-redeemable

so long as they are held by the initial purchasers or their permitted transferees and (ii) the Private Placement Warrants and the common stock issuable

upon exercise of the Private Placement Warrants will be entitled to registration rights. If the Private Placement Warrants are held by someone other than the initial purchasers or their permitted transferees, the Private Placement Warrants will be redeemable by the Company on the same basis as the Public Warrants.

Transaction and Reverse Recapitalization - Summary of Net Tangible Assets Acquired and Reconciles Element of Transaction to Consolidated Statement of Cash flows (Details) - USD ($)	3 Months Ended	9 Months Ended
	Jun. 30, 2022	Sep. 30, 2022	Sep. 30, 2021
Business Acquisition [Line Items]
Reverse recapitalization issuance costs in excess of gross proceeds		$ 6,566,821
Add/ Less: Series A preferred stock issuance costs			$ 9,349,675
Net cash proceeds from Transaction and Maxim Private Placement		3,307,162
Issuance of common stock in connection with the Transaction and Maxim Private Placement, net of redemptions, net tangible assets, and issuance costs	$ 3,443,750
OTR Acquisition Corp [Member]
Business Acquisition [Line Items]
Cash		5,643,508
Deferred underwriting fee payable		(3,395,389)
Derivative warrant liabilities		(2,286,379)
Net tangible assets acquired from OTR		(38,260)
Cash proceeds received from Maxim Private Placement		1,000,000
Gross proceeds from Transaction and Maxim Private Placement		961,740
Less: total issuance costs		(7,528,561)
Reverse recapitalization issuance costs in excess of gross proceeds		(6,566,821)
OTR Acquisition Corp [Member] \| Cash Flow Adjustment [Member]
Business Acquisition [Line Items]
Add: derivative warrant liabilities assumed		2,286,379
Add: issuance of common stock to settle success fee		3,443,750
Add: issuance of Series A preferred stock to settle stock issuance costs and underwriting fees payable		4,305,389
Add/ Less: Series A preferred stock issuance costs		(161,535)
Net cash proceeds from Transaction and Maxim Private Placement		3,307,162
OTR Acquisition Corp [Member] \| Acquisition-related Costs [Member]
Business Acquisition [Line Items]
Derivative warrant liabilities		(2,286,379)
Reverse recapitalization issuance costs in excess of gross proceeds		6,566,821
Add: issuance of Series A preferred stock to settle stock issuance costs and underwriting fees payable		(4,305,389)
Add/ Less: Series A preferred stock issuance costs		161,535
Issuance of common stock in connection with the Transaction and Maxim Private Placement, net of redemptions, net tangible assets, and issuance costs		$ 3,443,750

Statements Of Convertible Preferred Stock, Stockholders' Deficit And Members' Equity - USD ($)	Total	Previously Reported	Series A Convertible Preferred Stock	Convertible Preferred Stock	Common Stock	Capital Units	Capital Units Previously Reported	Incentive Units	Incentive Units Previously Reported	Additional Paid-in Capital	Additional Paid-in Capital Previously Reported	Accumulated Deficit	Accumulated Deficit Previously Reported
Beginning Balance at Dec. 31, 2019	$ 613,520					$ 9,118,198				$ 817,882		$ (9,322,560)
Beginning Balance, Shares at Dec. 31, 2019						8,748,276		1,823,017
Issuance of capital units, net of issuance costs,Shares						680,730
Issuance of capital units, net of issuance costs	1,562,842					$ 1,562,842
Vesting of incentive units								$ 164,457
Stock-based compensation expense	101,040									101,040
Net loss	(2,125,487)											(2,125,487)
Ending Balance at Dec. 31, 2020	151,915	$ 151,915			$ 400	$ 10,681,040	$ 10,681,040			2,213,178	$ 918,922	(16,899,825)	$ (11,448,047)
Ending Balance, Shares at Dec. 31, 2020					400,000	9,429,006	9,429,006		1,987,474
Ending Balance at Dec. 31, 2020				$ 20,857,453
Ending Balance, Shares at Dec. 31, 2020				13,802,758
Balance as adjusted at Dec. 31, 2020	(14,686,247)			$ 20,857,453	$ 31					2,213,547		(16,899,825)
Balance as adjusted, Shares at Dec. 31, 2020				13,802,758	308,443
Vesting of incentive units, Shares								25,416
Stock-based compensation expense	13,878									13,878
Net loss	(533,405)											(533,405)
Ending Balance at Mar. 31, 2021	(367,612)					$ 10,681,040				932,800		(11,981,452)
Ending Balance, Shares at Mar. 31, 2021						9,429,006		2,012,890
Beginning Balance at Dec. 31, 2020				$ 20,857,453
Beginning Balance, Shares at Dec. 31, 2020				13,802,758
Beginning Balance at Dec. 31, 2020	151,915	151,915			$ 400	$ 10,681,040	$ 10,681,040			2,213,178	918,922	(16,899,825)	(11,448,047)
Beginning Balance, Shares at Dec. 31, 2020					400,000	9,429,006	9,429,006		1,987,474
Balance as adjusted at Dec. 31, 2020	(14,686,247)			$ 20,857,453	$ 31					2,213,547		(16,899,825)
Balance as adjusted, Shares at Dec. 31, 2020				13,802,758	308,443
Net loss	(3,427,675)
Ending Balance at Sep. 30, 2021	(13,660,316)				$ 31					2,171,501		(14,875,722)
Ending Balance, Shares at Sep. 30, 2021					308,443
Ending Balance at Sep. 30, 2021				$ 20,857,453
Ending Balance, Shares at Sep. 30, 2021				13,802,758
Beginning Balance at Dec. 31, 2020				$ 20,857,453
Beginning Balance, Shares at Dec. 31, 2020				13,802,758
Beginning Balance at Dec. 31, 2020	151,915	$ 151,915			$ 400	$ 10,681,040	$ 10,681,040			2,213,178	$ 918,922	(16,899,825)	$ (11,448,047)
Beginning Balance, Shares at Dec. 31, 2020					400,000	9,429,006	9,429,006		1,987,474
Balance as adjusted at Dec. 31, 2020	(14,686,247)			$ 20,857,453	$ 31					2,213,547		(16,899,825)
Balance as adjusted, Shares at Dec. 31, 2020				13,802,758	308,443
Issuance of common stock upon exercise of stock options	$ 180,000				$ 31					179,969
Common stock exercised	308,443				308,443
Issuance of convertible preferred stock, net of issuance costs				$ 10,176,413
Issuance of convertible preferred stock, net of issuance costs, Shares				4,373,752
Vesting of incentive units								$ 32,939
Conversion of capital units into convertible preferred stock, Temporary equity value	$ (10,681,040)			$ 10,681,040		$ (10,681,040)
Conversion of capital units into convertible preferred stock, Value						$ (10,681,040)
Conversion of capital units into convertible preferred stock, Temporary equity shares				9,429,006		(9,429,006)
Conversion of capital units into convertible preferred stock, Shares						(9,429,006)
Cancellation of incentive units upon corporate reorganization, Shares								(2,020,413)
Stock-based compensation expense	1,114,656									1,114,656
Net loss	(5,451,778)											(5,451,778)
Ending Balance at Dec. 31, 2021	(14,686,247)				$ 31	$ 0				2,213,547		(16,899,825)
Ending Balance, Shares at Dec. 31, 2021					308,443	0
Ending Balance at Dec. 31, 2021	$ 20,857,453			$ 20,857,453
Ending Balance, Shares at Dec. 31, 2021	13,802,758			13,802,758
Beginning Balance at Mar. 31, 2021	$ (367,612)					$ 10,681,040				932,800		(11,981,452)
Beginning Balance, Shares at Mar. 31, 2021						9,429,006		2,012,890
Issuance of convertible preferred stock, net of issuance costs				$ 8,066,740
Issuance of convertible preferred stock, net of issuance costs, Shares				3,487,676
Vesting of incentive units, Shares								7,523
Conversion of capital units into convertible preferred stock, Temporary equity value				$ 10,681,040
Conversion of capital units into convertible preferred stock, Value	(10,681,040)					$ (10,681,040)
Conversion of capital units into convertible preferred stock, Temporary equity shares				9,429,006
Conversion of capital units into convertible preferred stock, Shares						(9,429,006)
Cancellation of incentive units upon corporate reorganization, Shares								(2,020,413)
Stock-based compensation expense	1,024,444									1,024,444
Net loss	(1,980,570)											(1,980,570)
Ending Balance at Jun. 30, 2021	(12,004,778)									1,957,244		(13,962,022)
Ending Balance at Jun. 30, 2021				$ 18,747,780
Ending Balance, Shares at Jun. 30, 2021				12,916,682
Issuance of common stock upon exercise of stock options	180,000				$ 31					179,969
Common stock exercised					308,443
Issuance of convertible preferred stock, net of issuance costs				$ 2,109,673
Issuance of convertible preferred stock, net of issuance costs, Shares				886,076
Stock-based compensation expense	34,288									34,288
Net loss	(913,700)											(913,700)
Ending Balance at Sep. 30, 2021	(13,660,316)				$ 31					2,171,501		(14,875,722)
Ending Balance, Shares at Sep. 30, 2021					308,443
Ending Balance at Sep. 30, 2021				$ 20,857,453
Ending Balance, Shares at Sep. 30, 2021				13,802,758
Retroactive application of reverse recapitalization					$ (369)					369
Retroactive application of reverse recapitalization, Shares					(91,557)
Beginning Balance at Dec. 31, 2021	$ 20,857,453			$ 20,857,453
Beginning Balance, Shares at Dec. 31, 2021	13,802,758			13,802,758
Beginning Balance at Dec. 31, 2021	$ (14,686,247)				$ 31	$ 0				2,213,547		(16,899,825)
Beginning Balance, Shares at Dec. 31, 2021					308,443	0
Issuance of common stock upon exercise of stock options	429,430				$ 74					429,356
Common stock exercised					735,859
Stock-based compensation expense	42,556									42,556
Net loss	(2,879,395)											(2,879,395)
Ending Balance at Mar. 31, 2022	(17,093,656)				$ 105					2,685,459		(19,779,220)
Ending Balance, Shares at Mar. 31, 2022					1,044,302
Ending Balance at Mar. 31, 2022				$ 20,857,453
Ending Balance, Shares at Mar. 31, 2022				13,802,758
Beginning Balance at Dec. 31, 2021	$ 20,857,453			$ 20,857,453
Beginning Balance, Shares at Dec. 31, 2021	13,802,758			13,802,758
Beginning Balance at Dec. 31, 2021	$ (14,686,247)				$ 31	$ 0				2,213,547		(16,899,825)
Beginning Balance, Shares at Dec. 31, 2021					308,443	0
Common stock exercised	1,385,310
Net loss	$ (15,041,504)
Ending Balance at Sep. 30, 2022	(3,428,008)				$ 1,665					28,511,656		(31,941,329)
Ending Balance, Shares at Sep. 30, 2022					16,653,466
Ending Balance at Sep. 30, 2022			$ 4,431,838
Ending Balance, Shares at Sep. 30, 2022			4,305
Beginning Balance at Mar. 31, 2022				$ 20,857,453
Beginning Balance, Shares at Mar. 31, 2022				13,802,758
Beginning Balance at Mar. 31, 2022	(17,093,656)				$ 105					2,685,459		(19,779,220)
Beginning Balance, Shares at Mar. 31, 2022					1,044,302
Issuance of common stock upon exercise of stock options, net of shares withheld to settle tax withholding requirements	230,071				$ 68					230,003
Issuance of common stock upon exercise of stock options, net of shares withheld to settle tax withholding requirements, Shares					679,265
Conversion of convertible preferred stock, Temporary equity values				$ (20,857,453)
Conversion of convertible preferred stock, Temporary equity shares				(13,802,758)
Conversion of convertible preferred stock, Value	20,857,453				$ 1,064					20,856,389
Conversion of convertible preferred stock, Shares					10,643,403
Issuance of common stock in connection with the Transaction and Maxim Private Placement, net of redemptions, net tangible assets, and issuance costs, Value	3,443,750				$ 357					3,443,393
Issuance of common stock in connection with the Transaction and Maxim Private Placement, net of redemptions, net tangible assets, and issuance costs, Shares					3,570,215
Issuance of convertible preferred stock, net of issuance costs			$ 4,143,854
Issuance of convertible preferred stock, net of issuance costs, Shares			4,305
Accretion of convertible preferred stock to redemption value			$ 201,168
Accretion of convertible preferred stock to redemption value	(201,168)									(201,168)
Stock-based compensation expense	56,739									56,739
Net loss	(9,085,268)											(9,085,268)
Ending Balance at Jun. 30, 2022	(1,792,079)				$ 1,594					27,070,815		(28,864,488)
Ending Balance, Shares at Jun. 30, 2022					15,937,185
Ending Balance at Jun. 30, 2022			$ 4,345,022
Ending Balance, Shares at Jun. 30, 2022			4,305
Accretion of convertible preferred stock to redemption value			$ 86,816
Accretion of convertible preferred stock to redemption value	(86,816)									(86,816)
Stock-based compensation expense	127,690									127,690
Net loss	(3,076,841)											(3,076,841)
Ending Balance at Sep. 30, 2022	(3,428,008)				$ 1,665					28,511,656		$ (31,941,329)
Ending Balance, Shares at Sep. 30, 2022					16,653,466
Ending Balance at Sep. 30, 2022			$ 4,431,838
Ending Balance, Shares at Sep. 30, 2022			4,305
Issuance of common stock upon exercise of public warrants value	1,150									1,150
Issuance of common stock upon exercise of public warrants shares					100
Issuance of common stock in connection with common stock purchase agreement					420,000
Issuance of common stock in connection with common stock purchase agreement value	748,888				$ 42					748,846
Issuance of commitment shares					296,181
Issuance of commitment shares value	$ 650,000				$ 29					$ 649,971

Concentrations of Risk - Additional Information (Details) - Customer Concentration Risk	9 Months Ended		12 Months Ended
	Sep. 30, 2022	Sep. 30, 2021	Dec. 31, 2021	Dec. 31, 2020
Accounts Receivable \| Customer One
Concentration Risk [Line Items]
Concentration risk			0.00%	97.00%
Accounts Receivable \| Customer Two
Concentration Risk [Line Items]
Concentration risk	100.00%
Revenue \| Customer Two
Concentration Risk [Line Items]
Concentration risk	97.00%	100.00%

Commitments and Contingencies - Summary of Maturities and Balance Sheet Presentation Under All Non-cancelable Operating Leases (Details) - USD ($)	Sep. 30, 2022	Dec. 31, 2021
Maturity of lease liabilities
2022 (remaining 6 months)	$ 54,386	$ 143,004
2023	217,545	143,004
2024	123,077	71,502
Total lease liabilities	395,008	357,510
Less imputed interest	(28,159)	(34,454)
Present value of operating lease liability	366,849	323,056
Lease liability—current	195,253	121,552
Lease liability—noncurrent	171,596	201,504
Operating lease liability	$ 366,849	$ 323,056

Insurance Premium Financing - Additional Information (Detail) - USD ($)	1 Months Ended
	May 31, 2022	Sep. 30, 2022
Debt Instrument [Line Items]
Outstanding balance		$ 911,124
Finance Agreement [Member] \| First Insurance Funding [Member]
Debt Instrument [Line Items]
Amount financed	$ 1,500,000
Interest rate	4.00%
Frequency of periodic payment	monthly
Monthly payment	$ 154,000
Maturity date	Mar. 23, 2023
Outstanding balance	$ 900,000

Commitments and Contingencies (Tables)

9 Months Ended

12 Months Ended

Sep. 30, 2022

Dec. 31, 2021

Commitments and Contingencies Disclosure [Abstract]

Summary of Maturities and Balance Sheet Presentation Under All Non-cancelable Operating Leases


	Operating Leases
Maturity of lease liabilities
2022 (remaining 3 months)	$	54,386
2023		217,545
2024		123,077

Total lease liabilities		395,008
Less imputed interest		(28,159	)

Present value of operating lease liability as of September 30, 2022	$	366,849

Reported as of September 30, 2022
Lease liabilities — current	$	195,253
Lease liabilities — noncurrent		171,596

	$	366,849

The

maturities and balance sheet presentation under all

non-cancelable

operating leases as of December 31, 2021, are as follows:


	Operating Leases

Maturity of lease liabilities
2022	$	143,004
2023		143,004
2024		71,502

Total lease liabilities		357,510
Less: imputed interest		(34,454	)

Present value of operating lease liability as of December 31, 2021	$	323,056

Reported as of December 31, 2021
Lease liabilities — current	$	121,552
Lease liabilities — noncurrent		201,504

	$	323,056

Note Payable - Additional Information (Detail) - USD ($)			9 Months Ended	12 Months Ended
	Jan. 07, 2021	Apr. 24, 2020	Sep. 30, 2021	Dec. 31, 2021	Dec. 31, 2020
Proceeds from notes payable					$ 160,588
Gains losses on extinguishment of debt			$ 160,588	$ 160,588	$ 0
Promissory Note [Member]
Proceeds from notes payable		$ 161,000
Debt instrument interest rate terms		2 years
Debt instrument interest rate stated percentage		1.00%
Debt instrument periodic payment		$ 0
Gains losses on extinguishment of debt	$ 161,000

Common Stock (Additional Information) (Details) - USD ($)		9 Months Ended	12 Months Ended
	Aug. 31, 2022	Sep. 30, 2022	Dec. 31, 2021	Dec. 31, 2020
Subsidiary, Sale of Stock [Line Items]
Proceeds from issuance of common stock		$ 748,888
Common stock, shares authorized		150,000,000	150,000,000	150,000,000
Common stock, par value		$ 0.0001	$ 0.0001	$ 0.0001
Each common stock entitles voting right		one vote	one vote
Cash dividends		$ 0	$ 0
Private Placement \| Maxim Group LLC.
Subsidiary, Sale of Stock [Line Items]
Number of common stock sold		97,561
Proceeds from issuance of common stock		$ 1,000,000
Purchase Agreement [Member] \| Arena Business Solutions Global Spc Ii Ltd [Member] \| Common Stock [Member]
Subsidiary, Sale of Stock [Line Items]
Number of common stock sold		420,000
Proceeds from issuance of common stock		$ 700,000
Additional Commitment Amount	$ 30,000,000
Percentage Of Purchase Price Of Shares Equal To Simple Average Of The Daily Vwap	96.00%
Commitment Shares	296,181
Fair Value Of Commitment Shares	$ 650,000
Other Issuance Costs	376,000
Weighted Average Price Per Common Share		$ 1.78
Purchase Agreement [Member] \| Arena Business Solutions Global Spc Ii Ltd [Member] \| Common Stock [Member] \| Maximum [Member]
Subsidiary, Sale of Stock [Line Items]
Commitment Amount	15,000,000
Obligated Purchase Amount	$ 15,000,000

Members' Equity And Corporate Reorganization - Schedule of Capital Units (Details) (Parenthetical) - USD ($)	3 Months Ended	12 Months Ended
	Jun. 30, 2022	Dec. 31, 2020
Capital Unit [Line Items]
Share issuance costs	$ 7,500,000
Capital Units [Member]
Capital Unit [Line Items]
Share issuance costs		$ 50,068

Members' Equity And Corporate Reorganization (Tables)

12 Months Ended

Dec. 31, 2021

Equity [Abstract]

Schedule of Capital Units

The following summarizes the activity of Capital Units for the year ended December 31, 2021:


	Class A1 Capital Units						Class B1 Capital Units						Class B1-A Capital Units						Total Capital Units
	Units			Amount			Units			Amount			Units			Amount			Units			Amount
Balance as of December 31, 2020		8,811,088		$	9,289,298			514,932		$	1,329,024			102,986		$	62,718			9,429,006		$	10,681,040
Conversion of capital units into convertible preferred stock		(8,811,088	)		(9,289,298	)		(514,932	)		(1,329,024	)		(102,986	)		(62,718	)		(9,429,006	)		(10,681,040	)

Balance as of December 31, 2021		—		$	—			—		$	—			—		$	—			—		$	—

The following summarizes the activity of Capital Units for the year ended December 31, 2020:


	Class A1 Capital Units				Class B1 Capital Units				Class B1-A Capital Units				Total Capital Units
	Units		Amount		Units		Amount		Units		Amount		Units		Amount
Balance as of January 1, 2020		8,748,276	$	9,118,198		—	$	—		—	$	—		8,748,276	$	9,118,198
Issuance of capital units, net of issuance costs of $50,068		62,812		171,100		514,932		1,329,024		102,986		62,718		680,730		1,562,842

Balance as of December 31, 2020		8,811,088	$	9,289,298		514,932	$	1,329,024		102,986	$	62,718		9,429,006	$	10,681,040

Common Stock Warrants - Summary of Warrants Outstanding and Exercisable (Details)	9 Months Ended
	Sep. 30, 2022 $ / shares shares
Class of Warrant or Right [Line Items]
Number of Shares Underlying Warrants, Outstanding Shares	11,041,332
Number of Shares Underlying Warrants, Exercisable Shares	11,041,332
Private Placement Warrants
Class of Warrant or Right [Line Items]
Issue Date	Nov. 17, 2020
Classification	Liability
Exercise Price \| $ / shares	$ 11.5
Expiration Date	May 19, 2027
Number of Shares Underlying Warrants, Outstanding Shares	5,817,757
Number of Shares Underlying Warrants, Exercisable Shares	5,817,757
Public Warrants
Class of Warrant or Right [Line Items]
Issue Date	Nov. 17, 2020
Classification	Equity
Exercise Price \| $ / shares	$ 11.5
Expiration Date	May 19, 2027
Number of Shares Underlying Warrants, Outstanding Shares	5,223,575
Number of Shares Underlying Warrants, Exercisable Shares	5,223,575

Accrued Expenses and Other Current Liabilities (Tables)

9 Months Ended

12 Months Ended

Sep. 30, 2022

Dec. 31, 2021

Payables and Accruals [Abstract]

Schedule of Accrued Expenses and Other Current Liabilities

Accrued expenses and

other

current liabilities consisted of the following:


	September 30, 2022		December 31, 2021

Accrued bonus	$	447,488	$	349,000
Professional fees		255,822		123,756
Accrued vacation		27,851		25,945
Other		155,851		7,910

Accrued expenses and other current liabilities	$	887,012	$	506,611

Accrued expenses and other current liabilities consisted of the following:


	December 31,
	2021		2020
Accrued bonus	$	349,000	$	—
Professional fees		123,756		85,088
Accrued vacation		25,945		20,328
Other		7,910		1,394

Accrued expenses and other current liabilities	$	506,611	$	106,810

Convertible Preferred Stock

9 Months Ended

12 Months Ended

Sep. 30, 2022

Dec. 31, 2021

Temporary Equity Disclosure [Abstract]

Convertible Preferred Stock

. Convertible Preferred Stock

As of September

Convertible preferred stock consisted of the following as of September 30, 2022:


	Par Value		Shares Authorized		Shares Issued and Outstanding		Carrying Value		Liquidation Preference		Common Stock Issuable Upon Conversion
Series A Preferred Stock	$	0.0001		4,305		4,305	$	4,431,838	$	4,431,838		342,754

with

the Series A Preferred

Stock.

As of September 30, 2022, the holders of the Series A Preferred Stock have the following rights and preferences:

Voting Rights—

Dividends—

September

30, 2022, no

cash dividends have been declared or paid and the Company has $288 thousand of cumulative dividends in arrears.

Liquidation Rights—

Conversion—

Redemption—

sale in excess of $5,000,000, to

the redemption of any or all of such holder’s Series A Preferred Stock at the Series A Redemption Price.

and $288 thousand during the three and nine months ended September 30, 2022, respectively, which is considered a deemed dividend.

9. Convertible Preferred Stock

Convertible preferred stock consisted of the following as of December 31, 2021:


	Par Value		Shares Authorized		Shares Issued and Outstanding		Carrying Value		Liquidation Preference		Common Stock Issuable Upon Conversion

Series A-1 Convertible Preferred Stock	$	0.001		6,000,000		6,000,000	$	2,972,028	$	18,000,000		6,000,000
Series A-2 Convertible Preferred Stock	$	0.001		1,266,667		1,266,667	$	1,865,374	$	3,800,001		1,266,667
Series A-3 Convertible Preferred Stock	$	0.001		527,752		527,752	$	1,416,519	$	1,583,256		527,752
Series A-4 Convertible Preferred Stock	$	0.001		1,016,669		1,016,669	$	3,035,377	$	3,050,007		1,016,669
Series A-5 Convertible Preferred Stock	$	0.001		514,932		514,932	$	1,329,024	$	2,162,714		514,932
Series A-6 Convertible Preferred Stock	$	0.001		102,986		102,986	$	62,718	$	144,180		102,986
Series B-1 Convertible Preferred Stock	$	0.001		4,219,409		3,970,465	$	9,352,627	$	9,410,002		3,970,465
Series B-2 Convertible Preferred Stock	$	0.001		403,287		403,287	$	823,786	$	766,245		403,287

				14,051,702		13,802,758	$	20,857,453	$	38,916,405		13,802,758

The following summarizes the activity of the Series A convertible preferred stock for the year ended December 31, 2021:


	Series A-1 Convertible Preferred Stock				Series A-2 Convertible Preferred Stock				Series A-3 Convertible Preferred Stock				Series A-4 Convertible Preferred Stock				Series A-5 Convertible Preferred Stock				Series A-6 Convertible Preferred Stock
	Shares		Amount		Shares		Amount		Shares		Amount		Shares		Amount		Shares		Amount		Shares		Amount

Balance as of December 31, 2020		—	$	—		—	$	—		—	$	—		—	$	—		—	$	—		—	$	—
Conversion of capital units into convertible preferred stock		6,000,000		2,972,028		1,266,667		1,865,374		527,752		1,416,519		1,016,669		3,035,377		514,932		1,329,024		102,986		62,718

Balance as of December 31, 2021		6,000,000	$	2,972,028		1,266,667	$	1,865,374		527,752	$	1,416,519		1,016,669	$	3,035,377		514,932	$	1,329,024		102,986	$	62,718

The following summarizes the activity of the Series B convertible preferred stock for the year ended December 31, 2021:


	Series B-1 Convertible Preferred Stock				Series B-2 Convertible Preferred Stock
	Shares		Amount		Shares		Amount
Balance as of December 31, 2020		—	$	—		—	$	—
Issuance of convertible preferred stock, net of issuance costs of $60,327		3,970,465		9,352,627		403,287		823,786

Balance as of December 31, 2021		3,970,465	$	9,352,627		403,287	$	823,786

In April 2021

, the Company issued 6,000,000, 1,266,667, 527,752, 1,016,669, 514,932, and 102,986 shares of Series

A-1

A-2

A-3

A-4

A-5

and

A-6

Preferred Stock, respectively. The Series A Preferred Stock was issued in settlement of previously outstanding capital units of ReForm Biologics, LLC as part of the Reorganization.

In connection with the series B preferred stock purchase agreement dated May 26

, 2021

(the “Series B Purchase Agreement”), the Company initially issued 2,240,507 shares of Series

B-1

convertible preferred stock (the “Series

B-1

B-2

preferred stock that were issued to settle the Notes. The Series B Purchase Agreement provided for the issuance of up to an additional 1,978,902 shares of Series

B-1

Preferred Stock at the same terms to new investors. This provision does not create any enforceable rights or obligations related to the issuance of additional shares.

In a second closing associated with the Series B Purchase Agreement, during June 2021, the Company issued an additional 843,882 shares of Series

B-1

Preferred Stock at an initial issuance price of $2.37 per share for total gross proceeds of $2.1 million.

As of December 31, 2021, the holders of the preferred stock have the following rights and preferences:

Voting Rights—

Dividends—

Liquidation Rights—

Conversion—

of preferred stock, initially set at the initial issuance price (i.e.,

one

-for-one

Redemption—

Basis of Presentation and Significant Accounting Policies - Additional Information (Details) - USD ($)	3 Months Ended						9 Months Ended		12 Months Ended
	Sep. 30, 2022	Jun. 30, 2022	Mar. 31, 2022	Sep. 30, 2021	Jun. 30, 2021	Mar. 31, 2021	Sep. 30, 2022	Sep. 30, 2021	Dec. 31, 2021	Dec. 31, 2020
Product Information [Line Items]
Net loss	$ (3,076,841)	$ (9,085,268)	$ (2,879,395)	$ (913,700)	$ (1,980,570)	$ (533,405)	$ (15,041,504)	$ (3,427,675)	$ (5,451,778)	$ (2,125,487)
Accumulated deficit	(31,941,329)						(31,941,329)		(16,899,825)	(11,448,047)
Cash and cash equivalents on hand	$ 2,669,354			$ 8,269,230			2,669,354	$ 8,269,230	6,510,140	155,427
Allowance for doubtful accounts receivable									0	0
Impairment of long lived assets									$ 0	$ 0
Maximum
Product Information [Line Items]
Voting and non-voting common stock held by non-affiliates							250,000,000
Annual revenue for recently completed fiscal year							100,000,000
Voting and non-voting common stock held by non-affiliates along with annual revenue							$ 700,000,000

Convertible Preferred Stock - Schedule of Convertible Preferred Stock (Details) - USD ($)	3 Months Ended	12 Months Ended
	Jun. 30, 2022	Dec. 31, 2021	Sep. 30, 2022	Apr. 30, 2021
Temporary Equity [Line Items]
Par Value		$ 0.001	$ 0.0001
Shares Authorized		14,051,702	1,000,000
Shares Issued		13,802,758
Shares Outstanding		13,802,758
Carrying Value		$ 20,857,453
Liquidation Preference		$ 38,916,405
Common Stock Issuable Upon Conversion		13,802,758	1,028,262
Conversion of capital units into convertible preferred stock, Temporary equity value		$ (10,681,040)
Ending Balance, Shares		13,802,758
Ending Balance		$ 20,857,453
Series A Preferred Stock
Temporary Equity [Line Items]
Par Value			$ 0.0001
Shares Authorized		9,429,006	4,305
Shares Issued			4,305
Shares Outstanding	4,305		4,305
Carrying Value	$ 4,345,022		$ 4,431,838
Liquidation Preference			$ 4,431,838
Common Stock Issuable Upon Conversion			342,754
Ending Balance, Shares	4,305
Ending Balance	$ 4,345,022
Issuance of convertible preferred stock, net of issuance costs, Shares	4,305
Issuance of convertible preferred stock, net of issuance costs	$ 4,143,854
Series A-1 Convertible Preferred Stock
Temporary Equity [Line Items]
Par Value		$ 0.001
Shares Authorized		6,000,000
Shares Issued		6,000,000		6,000,000
Shares Outstanding		6,000,000
Carrying Value		$ 2,972,028
Liquidation Preference		$ 18,000,000
Common Stock Issuable Upon Conversion		6,000,000
Beginning Balance, Shares		0
Beginning Balance		$ 0
Conversion of capital units into convertible preferred stock, Temporary equity shares		6,000,000
Conversion of capital units into convertible preferred stock, Temporary equity value		$ 2,972,028
Ending Balance, Shares		6,000,000
Ending Balance		$ 2,972,028
Series A-2 Convertible Preferred Stock
Temporary Equity [Line Items]
Par Value		$ 0.001
Shares Authorized		1,266,667
Shares Issued		1,266,667		1,266,667
Shares Outstanding		1,266,667
Carrying Value		$ 1,865,374
Liquidation Preference		$ 3,800,001
Common Stock Issuable Upon Conversion		1,266,667
Beginning Balance, Shares		0
Beginning Balance		$ 0
Conversion of capital units into convertible preferred stock, Temporary equity shares		1,266,667
Conversion of capital units into convertible preferred stock, Temporary equity value		$ 1,865,374
Ending Balance, Shares		1,266,667
Ending Balance		$ 1,865,374
Series A-3 Convertible Preferred Stock
Temporary Equity [Line Items]
Par Value		$ 0.001
Shares Authorized		527,752
Shares Issued		527,752		527,752
Shares Outstanding		527,752
Carrying Value		$ 1,416,519
Liquidation Preference		$ 1,583,256
Common Stock Issuable Upon Conversion		527,752
Beginning Balance, Shares		0
Beginning Balance		$ 0
Conversion of capital units into convertible preferred stock, Temporary equity shares		527,752
Conversion of capital units into convertible preferred stock, Temporary equity value		$ 1,416,519
Ending Balance, Shares		527,752
Ending Balance		$ 1,416,519
Series A-4 Convertible Preferred Stock
Temporary Equity [Line Items]
Par Value		$ 0.001
Shares Authorized		1,016,669
Shares Issued		1,016,669		1,016,669
Shares Outstanding		1,016,669
Carrying Value		$ 3,035,377
Liquidation Preference		$ 3,050,007
Common Stock Issuable Upon Conversion		1,016,669
Beginning Balance, Shares		0
Beginning Balance		$ 0
Conversion of capital units into convertible preferred stock, Temporary equity shares		1,016,669
Conversion of capital units into convertible preferred stock, Temporary equity value		$ 3,035,377
Ending Balance, Shares		1,016,669
Ending Balance		$ 3,035,377
Series A-5 Convertible Preferred Stock
Temporary Equity [Line Items]
Par Value		$ 0.001
Shares Authorized		514,932
Shares Issued		514,932		514,932
Shares Outstanding		514,932
Carrying Value		$ 1,329,024
Liquidation Preference		$ 2,162,714
Common Stock Issuable Upon Conversion		514,932
Beginning Balance, Shares		0
Beginning Balance		$ 0
Conversion of capital units into convertible preferred stock, Temporary equity shares		514,932
Conversion of capital units into convertible preferred stock, Temporary equity value		$ 1,329,024
Ending Balance, Shares		514,932
Ending Balance		$ 1,329,024
Series A-6 Convertible Preferred Stock
Temporary Equity [Line Items]
Par Value		$ 0.001
Shares Authorized		102,986
Shares Issued		102,986		102,986
Shares Outstanding		102,986
Carrying Value		$ 62,718
Liquidation Preference		$ 144,180
Common Stock Issuable Upon Conversion		102,986
Beginning Balance, Shares		0
Beginning Balance		$ 0
Conversion of capital units into convertible preferred stock, Temporary equity shares		102,986
Conversion of capital units into convertible preferred stock, Temporary equity value		$ 62,718
Ending Balance, Shares		102,986
Ending Balance		$ 62,718
Series B-1 Convertible Preferred Stock
Temporary Equity [Line Items]
Par Value		$ 0.001
Shares Authorized		4,219,409
Shares Issued		3,970,465		2,240,507
Shares Outstanding		3,970,465
Carrying Value		$ 9,352,627
Liquidation Preference		$ 9,410,002
Common Stock Issuable Upon Conversion		3,970,465
Beginning Balance, Shares		0
Beginning Balance		$ 0
Ending Balance, Shares		3,970,465
Ending Balance		$ 9,352,627
Issuance of convertible preferred stock, net of issuance costs, Shares		3,970,465
Issuance of convertible preferred stock, net of issuance costs		$ 9,352,627
Series B-2 Convertible Preferred Stock
Temporary Equity [Line Items]
Par Value		$ 0.001
Shares Authorized		403,287
Shares Issued		403,287
Shares Outstanding		403,287
Carrying Value		$ 823,786
Liquidation Preference		$ 766,245
Common Stock Issuable Upon Conversion		403,287
Beginning Balance, Shares		0
Beginning Balance		$ 0
Ending Balance, Shares		403,287
Ending Balance		$ 823,786
Issuance of convertible preferred stock, net of issuance costs, Shares		403,287
Issuance of convertible preferred stock, net of issuance costs		$ 823,786

Transaction and Reverse Recapitalization - Additional Information (Details) $ / shares in Units, $ in Thousands				9 Months Ended	12 Months Ended
	May 19, 2022 Day $ / shares shares	Nov. 17, 2020 USD ($) $ / shares shares	Oct. 13, 2020 USD ($) $ / shares shares	Sep. 30, 2022 USD ($) $ / shares shares	Dec. 31, 2021 $ / shares shares	Dec. 31, 2020 $ / shares
Business Acquisition [Line Items]
Common stock, par value				$ 0.0001	$ 0.0001	$ 0.0001
Number of shares placed into escrow \| shares	3,150,000			3,150,000
Earn-out trigger, weighted average share price	$ 12.5
Earn-out trigger, threshold trading days \| Day	20
Earn-out trigger, threshold consecutive trading days \| Day	30
Number of business days for releasing earn-out shares following achievement of Earn-out trigger	10 days
Estimated fair value per share of Earn-Out Shares				$ 8.63
Estimated fair value of Earn-Out Shares \| $				$ 27,200
Earnout consideration description				If the Earn-Out Trigger is not achieved for the two-year period following the Closing Date, the Earn-Out Shares will be cancelled and returned to treasury. The contingent obligation to issue Earn-Out Shares to Legacy Comera stockholders is considered indexed to the Company’s own stock and meets the equity classification under ASC 815.
Common stock consideration per share	$ 12.5
Common stock exercised \| shares				1,385,310	308,443
Convertible preferred stock, par value				$ 0.0001	$ 0.001
Direct and incremental cost related to the equity issuance \| $				$ 7,500
General and Administrative
Business Acquisition [Line Items]
Transaction costs incurred \| $				$ 1,500
Private Placement \| Maxim Group LLC.
Business Acquisition [Line Items]
Maxim private placement, amount \| $			$ 1,000
Maxim private placement, value per share			$ 10.25
Maxim private placement, shares \| shares			97,561	97,561
Series A Convertible Preferred Stock
Business Acquisition [Line Items]
Convertible preferred stock, par value				$ 0.0001
Transaction noncash expenses related to shares issued \| $				$ 4,400
Underwriting Agreement \| Series A Convertible Preferred Stock
Business Acquisition [Line Items]
Convertible preferred stock, par value		$ 0.0001
Share issuance pursuant to services owed, value \| $		$ 3,400	$ 910
Share issuance pursuant to services owed \| shares		3,395	910
Comera Merger
Business Acquisition [Line Items]
Common stock, par value	0.0001
Comera Merger \| Comera Life Sciences, Inc.
Business Acquisition [Line Items]
Common stock, par value	$ 0.001
OTR Merger
Business Acquisition [Line Items]
Conversion basis				Upon the Closing, by virtue of the OTR Merger, all shares of common stock of OTR issued and outstanding immediately prior to the Closing were converted on a one-to-one basis into the right to receive shares of CLS Holdings Common Stock
Conversion ratio	1
Common stock exercised \| shares	9,769,363
Common stock issued \| shares	3,472,654
OTR Acquisition Corp
Business Acquisition [Line Items]
Date of acquisition	May 19, 2022			May 19, 2022	May 19, 2022

Transaction and Reverse Recapitalization - Summary of Assumption Used in Valuation of Earn-Out Shares (Details)	Sep. 30, 2022 yr
Fair Value Measurement Inputs and Valuation Techniques [Line Items]
Earn-Out Shares measurement input	9.91
Selected Volatility
Fair Value Measurement Inputs and Valuation Techniques [Line Items]
Earn-Out Shares measurement input	90
Risk-free Interest Rate
Fair Value Measurement Inputs and Valuation Techniques [Line Items]
Earn-Out Shares measurement input	2.6
Contractual Term (Years)
Fair Value Measurement Inputs and Valuation Techniques [Line Items]
Earn-Out Shares measurement input	2

Fair Value of Financial Assets and Liabilities (Tables)

9 Months Ended

12 Months Ended

Sep. 30, 2022

Dec. 31, 2021

Fair Value Disclosures [Abstract]

Schedule of Fair Value Hierarchy for Liabilities, Measured at Fair Value on a Recurring Basis

The following table presents the Company’s fair value hierarchy for its liabilities, which are measured at fair value on a recurring basis as of September 30, 2022:


	Fair Value Measurements at September 30, 2022 Using:
	Level 1		Level 2		Level 3		Total

Liabilities:
Private Placement Warrants	$	—	$	331,612	$	—	$	331,612

Summary of Liabilities Measured on Recurring Basis, Unobservable Input Reconciliation

The following table sets forth a summary of changes in the fair value of the Company’s Notes for which fair value is determined by Level 3 inputs:


	Convertible Notes
Value as of December 31, 2020	$	—
Issuance of convertible notes		750,000
Change in fair value of convertible notes		76,738
Settlement into convertible preferred stock		(826,738	)

Value as of December 31, 2021	$	—

Balance Sheets (Unaudited) - USD ($)	Sep. 30, 2022	Dec. 31, 2021	Dec. 31, 2020
Current assets:
Cash and cash equivalents	$ 2,669,354	$ 6,510,140	$ 155,427
Accounts receivable	293,821		109,868
Due from related parties		286	5,400
Prepaid expenses and other current assets	1,325,753	270,648	39,693
Total current assets	4,288,928	6,781,074	310,388
Restricted cash	50,000	50,000	25,000
Property and equipment, net	192,590	234,167	178,290
Right of use asset	362,401	320,373	0
Security deposit	43,200	32,200	32,200
Total assets	4,937,119	7,417,814	545,878
Current liabilities:
Accounts payable	1,436,692	416,941	97,616
Accrued expenses and other current liabilities	887,012	506,611	106,810
Insurance premium financing	911,124
Deferred revenue			28,949
Lease liability—current	195,253	121,552
Total current liabilities	3,430,081	1,045,104	233,375
Note payable			160,588
Derivative warrant liabilities	331,612
Lease liability—noncurrent	171,596	201,504
Total liabilities	3,933,289	1,246,608	393,963
Commitments and contingencies (Note 17)
Convertible preferred stock (Note 9)		20,857,453
Stockholders' equity (deficit):
Capital units			10,681,040
Common stock, $0.0001 par value; 150,000,000 shares authorized; 16,653,466 and 308,443 shares issued and outstanding at September 30, 2022 and December 31, 2021, respectively	1,665	31	0
Additional paid-in capital	28,511,656	2,213,547	918,922
Accumulated deficit	(31,941,329)	(16,899,825)	(11,448,047)
Total stockholders' deficit	(3,428,008)	(14,686,247)	151,915
Total liabilities, convertible preferred stock and stockholders' deficit	4,937,119	7,417,814	545,878
Series A Convertible Preferred Stock
Current liabilities:
Convertible preferred stock (Note 9)	$ 4,431,838
Convertible Preferred Stock
Current liabilities:
Convertible preferred stock (Note 9)		$ 20,857,453	$ 20,857,453

Stock-Based Compensation (Tables)

9 Months Ended

12 Months Ended

Sep. 30, 2022

Dec. 31, 2021

Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items]

Summary of Incentive Unit Activity

The following table summarizes the Company’s Incentive Unit activity for the year ended December 31, 2021:


	Unvested Incentive Units			Weighted- Average Grant Date Fair Value Per Unit
Unvested as of December 31, 2020		429,963		$	0.19
Vested		(32,939	)		0.43
Forfeited		(4,428	)		0.66
Cancelled		(392,596	)		0.10

Unvested as of December 31, 2021		—		$	—

Summary of Grant-date Fair Value of Stock Options Granted

The assumptions that the Company used to determine the grant-date fair value of stock options granted were as follows, presented on a weighted-average basis:


	Nine Months Ended September 30, 2022

Expected option life (years)		6.1
Risk-free interest rate		3.18	%
Expected volatility		62.65	%
Expected dividend yield		—	%

The assumptions that the Company used to determine the grant-date fair value of stock options granted were as follows, presented on a weighted-average basis:


	Year Ended December 31,
	2021
Expected option life (years)		5.6
Risk-free interest rate		0.90	%
Expected volatility		62.84	%
Expected dividend yield		—	%

Summary of Stock Option Activity

The following table summarizes the Company’s stock option activity for the nine months ended September 30, 2022:


	Number of Options			Weighted- Average Exercise Price		Weighted- Average Remaining Contractual Term (Years)		Aggregate Intrinsic Value (in thousands)
Outstanding as of December 31, 2021		2,689,935		$	0.59			$	767
Granted		814,200			3.30
Exercised		(1,385,310	)		0.59
Cancelled or forfeited		(136,184	)		0.59

Outstanding as of September 30, 2022		1,982,641		$	1.70		9.1	$	1,192

Exercisable as of September 30, 2022		406,894		$	0.59		8.8	$	415

The following table summarizes the Company’s stock option activity for the year ended December 31,

2021:


	Number of Options			Weighted- Average Exercise Price		Weighted- Average Remaining Contractual Term (Years)		Aggregate Intrinsic Value (in thousands)

Outstanding as of December 31, 2020		—		$	—			$	—
Granted		3,052,355			0.59
Exercised		(308,443	)		0.59				88
Cancelled or forfeited		(53,977	)		0.59

Outstanding as of December 31, 2021		2,689,935		$	0.59		9.5	$	767

Exercisable as of December 31, 2021		1,637,156		$	0.59		9.4	$	467

Summary of Stock-based Compensation Expense

Stock-Based Compensation

Stock-based compensation expense was allocated as follows:


	Three Months Ended September 30,				Nine Months Ended September 30,
	2022		2021		2022		2021

Cost of revenue	$	484	$	448	$	1,409	$	19,530
Research and development		2,670		2,829		7,681		410,644
General and administrative		124,536		31,011		217,895		642,436

Total stock-based compensation	$	127,690	$	34,288	$	226,985	$	1,072,610

Stock-based compensation expense was allocated as follows:


	Year Ended December 31,
	2021		2020


Cost of revenue	$	19,876	$	2,924
Research and development		414,322		36,961
General and administrative		680,458		61,155

Total stock-based compensation	$	1,114,656	$	101,040

OPM [Member]

Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items]

Summary of Grant-date Fair Value of Stock Options Granted

The

following table summarizes the inputs used in the OPM:


		Year Ended December 31,
		2020
Company equity value (in millions)		$3.6 - $10.7
Volatility		90.00%
Time to liquidity (years)		3.0
Risk-free rate		0.15% - 0.22%

Convertible Preferred Stock (Tables)

9 Months Ended

12 Months Ended

Sep. 30, 2022

Dec. 31, 2021

Temporary Equity [Line Items]

Schedule of Convertible Preferred Stock

Convertible preferred stock consisted of the following as of September 30, 2022:


	Par Value		Shares Authorized		Shares Issued and Outstanding		Carrying Value		Liquidation Preference		Common Stock Issuable Upon Conversion
Series A Preferred Stock	$	0.0001		4,305		4,305	$	4,431,838	$	4,431,838		342,754

Convertible preferred stock consisted of the following as of December 31, 2021:


	Par Value		Shares Authorized		Shares Issued and Outstanding		Carrying Value		Liquidation Preference		Common Stock Issuable Upon Conversion

Series A-1 Convertible Preferred Stock	$	0.001		6,000,000		6,000,000	$	2,972,028	$	18,000,000		6,000,000
Series A-2 Convertible Preferred Stock	$	0.001		1,266,667		1,266,667	$	1,865,374	$	3,800,001		1,266,667
Series A-3 Convertible Preferred Stock	$	0.001		527,752		527,752	$	1,416,519	$	1,583,256		527,752
Series A-4 Convertible Preferred Stock	$	0.001		1,016,669		1,016,669	$	3,035,377	$	3,050,007		1,016,669
Series A-5 Convertible Preferred Stock	$	0.001		514,932		514,932	$	1,329,024	$	2,162,714		514,932
Series A-6 Convertible Preferred Stock	$	0.001		102,986		102,986	$	62,718	$	144,180		102,986
Series B-1 Convertible Preferred Stock	$	0.001		4,219,409		3,970,465	$	9,352,627	$	9,410,002		3,970,465
Series B-2 Convertible Preferred Stock	$	0.001		403,287		403,287	$	823,786	$	766,245		403,287

				14,051,702		13,802,758	$	20,857,453	$	38,916,405		13,802,758

Series A Convertible Preferred Stock [Member]

Temporary Equity [Line Items]

Schedule of Convertible Preferred Stock

The following summarizes the activity of the Series A convertible preferred stock for the year ended December 31, 2021:


	Series A-1 Convertible Preferred Stock				Series A-2 Convertible Preferred Stock				Series A-3 Convertible Preferred Stock				Series A-4 Convertible Preferred Stock				Series A-5 Convertible Preferred Stock				Series A-6 Convertible Preferred Stock
	Shares		Amount		Shares		Amount		Shares		Amount		Shares		Amount		Shares		Amount		Shares		Amount

Balance as of December 31, 2020		—	$	—		—	$	—		—	$	—		—	$	—		—	$	—		—	$	—
Conversion of capital units into convertible preferred stock		6,000,000		2,972,028		1,266,667		1,865,374		527,752		1,416,519		1,016,669		3,035,377		514,932		1,329,024		102,986		62,718

Balance as of December 31, 2021		6,000,000	$	2,972,028		1,266,667	$	1,865,374		527,752	$	1,416,519		1,016,669	$	3,035,377		514,932	$	1,329,024		102,986	$	62,718

Series B Convertible Preferred Stock [Member]

Temporary Equity [Line Items]

Schedule of Convertible Preferred Stock

The following summarizes the activity of the Series B convertible preferred stock for the year ended December 31, 2021:


	Series B-1 Convertible Preferred Stock				Series B-2 Convertible Preferred Stock
	Shares		Amount		Shares		Amount
Balance as of December 31, 2020		—	$	—		—	$	—
Issuance of convertible preferred stock, net of issuance costs of $60,327		3,970,465		9,352,627		403,287		823,786

Balance as of December 31, 2021		3,970,465	$	9,352,627		403,287	$	823,786

Stock-Based Compensation - Summary of Incentive Unit Activity (Detail)	12 Months Ended
	Dec. 31, 2021 $ / shares shares
Share-Based Payment Arrangement [Abstract]
Opening balance, Unvested incentive units	429,963
Opening balance, Weighted-average grant date fair value per unit \| $ / shares	$ 0.19
Unvested incentive units, Vested	(32,939)
Weighted-average grant date fair value per unit, Vested \| $ / shares	$ 0.43
Unvested incentive units, Forfeited	(4,428)
Weighted-average grant date fair value per unit, Forfeited \| $ / shares	$ 0.66
Unvested incentive units, Cancelled	(392,596)
Weighted-average grant date fair value per unit, Cancelled	0.10%
Closing balance, Unvested incentive units	0
Closing balance, Weighted-average grant date fair value per unit \| $ / shares	$ 0

Property and Equipment, Net (Tables)

9 Months Ended

12 Months Ended

Sep. 30, 2022

Dec. 31, 2021

Property, Plant and Equipment [Abstract]

Schedule of Property and Equipment, Net

Property and equipment, net consisted of the following:


	September 30, 2022			December 31, 2021

Lab equipment	$	587,650		$	587,650
Leasehold improvements		36,149			17,973
Computer equipment		32,178			21,747
Other equipment		9,411			9,411

		665,388			636,781
Less accumulated depreciation		(472,798	)		(402,614	)

Property and equipment, net	$	192,590		$	234,167

Property and equipment, net consisted of the following:


	December 31,
	2021			2020
Lab equipment	$	587,650		$	463,817
Leasehold improvements		17,973			11,258
Computer equipment		21,747			10,282
Other equipment		9,411			9,411

		636,781			494,768
Less accumulated depreciation		(402,614	)		(316,478	)

Property and equipment, net	$	234,167		$	178,290

Prepaid Expenses and Other Current Assets (Tables)

9 Months Ended

12 Months Ended

Sep. 30, 2022

Dec. 31, 2021

Deferred Costs, Capitalized, Prepaid, and Other Assets Disclosure [Abstract]

Summary of Prepaid Expenses and Other Current Assets

Prepaid

expenses and other current assets consisted of the following:


	September 30, 2022		December 31, 2021

Prepaid insurance	$	1,274,263	$	—
Contract assets		—		85,018
Insurance recovery receivable		—		136,250
Other		51,490		49,380

Prepaid expenses and other current assets	$	1,325,753	$	270,648

Prepaid expenses and other current assets consisted of the following:


	December 31,
	2021		2020
Contract assets	$	85,018	$	—
Insurance recovery receivable		136,250
Prepaid employee benefits		2,000		10,722
Prepaid rent		—		11,201
Other		47,380		17,770

Prepaid expenses and other current assets	$	270,648	$	39,693

Subsequent Events - Additional Information (Detail)			2 Months Ended	9 Months Ended		12 Months Ended
Subsequent Events - Additional Information (Detail)	May 19, 2022 Day $ / shares shares	Jan. 31, 2022 Day $ / shares shares	Mar. 08, 2022 USD ($) shares	Sep. 30, 2022 USD ($) $ / shares shares	Sep. 30, 2021 USD ($)	Dec. 31, 2021 USD ($) $ / shares shares	Dec. 31, 2020 USD ($) $ / shares
Subsequent Event [Line Items]
Stock issued during the period shares exercise of options \| shares				1,385,310		308,443
Proceeds from exercise of stock options \| $				$ 659,501	$ 180,000	$ 180,000
Common stock, par value				$ 0.0001		$ 0.0001	$ 0.0001
Number of shares placed into escrow \| shares	3,150,000			3,150,000
Earn-out trigger, weighted average share price	$ 12.5
Earn-out trigger, threshold trading days \| Day	20
Earn-out trigger, threshold consecutive trading days \| Day	30
Common stock consideration per share	$ 12.5
Comera Merger [Member]
Subsequent Event [Line Items]
Common stock, par value	0.0001
Comera Merger [Member] \| Comera Life Sciences Inc [Member]
Subsequent Event [Line Items]
Common stock, par value	$ 0.001
Subsequent Event [Member]
Subsequent Event [Line Items]
Stock issued during the period shares exercise of options \| shares			693,330
Proceeds from exercise of stock options \| $			$ 404,000
Number of shares placed into escrow \| shares		3,150,000
Earn-out trigger, weighted average share price						$ 12.5
Earn-out trigger, threshold trading days \| Day		20
Earn-out trigger, threshold consecutive trading days \| Day		30
Common stock consideration per share		$ 12.5
Subsequent Event [Member] \| Comera Merger [Member]
Subsequent Event [Line Items]
Common stock, par value		0.0001
Subsequent Event [Member] \| Comera Merger [Member] \| Comera Life Sciences Inc [Member]
Subsequent Event [Line Items]
Common stock, par value		$ 0.001

Organization	9 Months Ended	12 Months Ended
Organization	Sep. 30, 2022	Dec. 31, 2021
Organization, Consolidation and Presentation of Financial Statements [Abstract]
Organization	1. Organization Formation and Organization Comera Life Sciences Holdings, Inc. (“CLS Holdings”, “Comera” or the “Company”) was incorporated in Delaware on January 25, 2022 as a wholly-owned subsidiary of Comera Life Sciences, Inc. (“Legacy Comera”) for the purpose of effecting the Transaction (as defined below). Legacy Comera was formed in the state of Delaware on January 2, 2014 as ReForm Biologics, LLC. On April 30, 2021, Legacy Comera completed a corporate reorganization (the “Reorganization”) and changed its name to ReForm Biologics, Inc. As part of the Reorganization, each issued and outstanding capital unit of Legacy Comera as of the date of the Reorganization was exchanged for shares of convertible preferred stock of Legacy Comera and previously outstanding incentive units of Legacy Comera were cancelled. On January 7, 2022, Legacy Comera changed its name to Comera Life Sciences, Inc. to emphasize Comera’s vision of a compassionate new era in medicine. On May 19, 2022, in connection with the closing of the Transaction, Legacy Comera became a wholly-owned subsidiary of CLS Holdings. Comera is a biotechnology company dedicated to promoting a compassionate new era in medicine. The Company applies a deep knowledge of formulation science and technology to transform essential biologic medicines from intravenous (“IV”) to subcutaneous (“SQ”) forms. This revolutionary technology provides patients and families with the freedom of self-injectable care, allowing them to realize the potential of these life changing therapies, and to unlock the vast potential of their own lives. To accomplish this, Comera is developing an internal portfolio of proprietary therapeutics that incorporate Comera’s innovative proprietary formulation platform, SQore ™ . Comera also collaborates with pharmaceutical and biotechnology companies, applying the SQore ™ platform to Comera’s partners’ biologic medicines to deliver enhanced formulations that facilitate self-injectable care. Transaction On May 19, 2022 (the “Closing Date”), the Company consummated the acquisition of all of the issued and outstanding shares of OTR Acquisition Corp. (“OTR”) and Legacy Comera (the “Transaction”), in accordance with the Business Combination Agreement dated January 31, 2022 (as amended on May 19, 2022, the “Business Combination Agreement”) by and among the Company, Legacy Comera, OTR, CLS Sub Merger 1 Corp., a Delaware corporation, (“Comera Merger Sub”), and CLS Sub Merger 2 Corp., a Delaware corporation (“OTR Merger Sub”). Pursuant to the terms of the Business Combination Agreement, a transaction between OTR and Legacy Comera was effected through the merger of Comera Merger Sub with and into Legacy Comera, with Legacy Comera surviving the merger as a wholly-owned subsidiary of CLS Holdings, and through a merger of OTR Merger Sub with and into OTR, with OTR surviving the merger as a wholly-owned subsidiary of CLS Holdings. OTR was formed in the state of Delaware for the purpose of effecting a merger, share exchange, asset acquisition, stock purchase, recapitalization, reorganization or other similar business combination with one or more businesses or entities. As further described in Note 3, the Transaction was accounted for as a reverse recapitalization because Legacy Comera has been determined to be the accounting acquirer. Under the reverse recapitalization model, the Transaction treated for as Legacy Comera issuing equity for the net assets of OTR, with no goodwill or intangible assets recorded. Unless the context otherwise requires, “Comera,” “Company,” “we,” “us,” and “our” refer to Comera Life Sciences Holdings, Inc., and its subsidiaries at and after the Closing (as defined below) and give effect to the Closing. “CLS Holdings”, “Legacy Comera” and “OTR” refer to Comera Life Sciences Holdings, Inc., Comera Life Sciences, Inc. and OTR Acquisition Corp., respectively, prior to the Closing.	1. Organization Formation and Organization Comera Life Sciences, Inc. (“Comera” or “Company”) was formed in the state of Delaware on January 2, 2014 as ReForm Biologics, LLC. On April 30, 2021, the Company completed a corporate reorganization (the “Reorganization”) and changed its name to ReForm Biologics, Inc. As part of the Reorganization, each issued and outstanding capital unit of the Company as of the date of the Reorganization was exchanged for shares of convertible preferred stock and previously outstanding incentive units of the Company were cancelled. On January 7, 2022, the Company changed its name to Comera Life Sciences, Inc. to emphasize the Company’s vision of a compassionate new era in medicine. Comera is a biotechnology company dedicated to promoting a compassionate new era in medicine. The Company applies a deep knowledge of formulation science and technology to transform essential biologic medicines from IV to subcutaneous (“SQ”) forms. This revolutionary technology provides patients and families with the freedom of self-injectable care, allowing them to realize the potential of these life changing therapies, and to unlock the vast potential of their own lives while simultaneously lowering healthcare costs. To accomplish this, Comera is developing an internal portfolio of proprietary therapeutics that incorporate the Company’s innovative proprietary formulation platform, SQore ™ . Comera also collaborates with pharmaceutical and biotechnology companies, applying the SQore ™ platform to the Company’s partners’ biologic medicines to deliver enhanced formulations that facilitate self-injectable care. Reverse Recapitalization Comera Life Sciences Holdings, Inc. (“CLS Holdings”) was incorporated in Delaware on January 25, 2022 as a wholly-owned subsidiary of Comera Life Sciences, Inc. for the purpose of effecting the Transaction (as defined below). On May 19, 2022 (the “Closing Date”), CLS Holdings consummated the acquisition of all the issued and outstanding shares of OTR Acquisition Corp. (“OTR”) and Comera (the “Transaction”), in accordance with the Business Combination Agreement dated January 31, 2022 (as amended May 19, 2022, the “Business Combination Agreement”) by and among CLS Holdings, Comera, OTR, CLS Sub Merger 1 Corp., a Delaware corporation (“Comera Merger Sub”), and CLS Sub Merger 2 Corp., a Delaware Corporation (“OTR Merger Sub”). Pursuant to the terms of the Business Combination Agreement, a transaction between OTR and Comera was effected through the merger of OTR Merger Sub with and into OTR, with OTR surviving the merger as a wholly-owned subsidiary of CLS Holdings, and through a merger of Comera Merger Sub with and into Comera, with Comera surviving the merger as a wholly-owned subsidiary of CLS Holdings. OTR was formed in the state of Delaware for the purpose of effecting a merger, share exchange, asset acquisition, stock purchase, recapitalization, reorganization or other similar business combination with one or more businesses or entities. The Transaction was accounted for as a reverse recapitalization, with OTR being treated as the “acquired” company and Comera being treated as the “acquirer” for accounting purposes based upon the pre-merger shareholders of Comera holding the majority of the voting interests of CLS Holdings, Comera’s existing management team serving as the initial management team of CLS Holdings, Comera’s appointment of the majority of the initial board of directors of CLS Holdings, and Comera’s operations comprising the ongoing operations of the combined company. Under the reverse recapitalization model, the Transaction was treated as Comera issuing equity for the net assets of OTR, with no goodwill or intangible assets recorded. All common stock instruments, prior to the Transaction, have been retroactively adjusted to share amounts reflecting the capital structure of CLS Holdings following the Transaction, including adjustments based on the exchange ratio (the “Exchange Ratio”). Accordingly, certain amounts have been retroactively adjusted to reflect the reverse recapitalization pursuant to the Transaction for all periods presented within the balance sheets and statements of convertible preferred stock, stockholders’ deficit and members’ capital. Additionally, the net loss per share or unit and weighted-average number of common shares or units used in computing net loss per share or unit attributable to common stockholders or unit holders, prior to the Transaction, have been retroactively adjusted to amounts reflecting the Exchange Ratio established in the Transaction.

Net Loss per Share or Unit - Basic and Diluted - Schedule of Calculation of Basic and Diluted Net Loss Per Share or Unit (Details) - USD ($)	3 Months Ended		9 Months Ended		12 Months Ended
	Sep. 30, 2022	Sep. 30, 2021	Sep. 30, 2022	Sep. 30, 2021	Dec. 31, 2021	Dec. 31, 2020
Earnings Per Share [Abstract]
Net loss attributable to common stockholders or unit holders	$ (3,163,657)	$ (913,700)	$ (15,329,488)	$ (3,427,675)	$ (5,451,778)	$ (2,125,487)
Weighted-average number of common shares or units used in computing net loss per share or unit attributable to common stockholders or unit holders - basic	16,024,011	144,163	8,294,938	3,955,649	3,012,603	8,521,250
Weighted-average number of common shares or units used in computing net loss per share or unit attributable to common stockholders or unit holders - diluted	16,024,011	144,163	8,294,938	3,955,649	3,012,603	8,521,250
Net loss per share or unit attributable to common stockholders or unit holders-basic	$ (0.2)	$ (6.34)	$ (1.85)	$ (0.87)	$ (1.81)	$ (0.25)
Net loss per share or unit attributable to common stockholders or unit holders-diluted	$ (0.2)	$ (6.34)	$ (1.85)	$ (0.87)	$ (1.81)	$ (0.25)

- Definition

The amount of net income (loss) for the period per each share of common stock or unit outstanding during the reporting period.

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- Definition

The amount of net income (loss) for the period available to each share of common stock or common unit outstanding during the reporting period and to each share or unit that would have been outstanding assuming the issuance of common shares or units for all dilutive potential common shares or units outstanding during the reporting period.

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+ Details

Common Stock - Schedule of Common Stock Reserved for Future Issuance (Details) - shares	Sep. 30, 2022	Dec. 31, 2021	Dec. 31, 2020
Equity [Abstract]
Shares reserved for conversion of preferred stock		10,835,366
Shares reserved for exercise of outstanding stock options	1,982,641	2,689,935	0
Available for issuance under equity compensation plans	77,197	262,616
Exercise of outstanding common stock warrants	11,041,332
Conversion of Series A Preferred Stock	1,028,262	13,802,758
Common stock reserved for issuance pursuant to the purchase agreement	4,283,819
Total shares of authorized common stock reserved for future issuance	18,413,251	13,787,917

Income Taxes - Additional Information (Details) - USD ($)	3 Months Ended		9 Months Ended		12 Months Ended
	Sep. 30, 2022	Sep. 30, 2021	Sep. 30, 2022	Sep. 30, 2021	Dec. 31, 2021
Deferred tax assets increase decrease in the valuation allowance					$ 1,200,000
Net operating loss carryforwards					$ 3,200,000
Net operating loss carryforwards year of expiration					2042
Unrecognized tax penalties income tax penalties and interest expenses					$ 0
Income Tax Expense (Benefit)	$ 0	$ 0	$ 0	$ 0
State and Local Jurisdiction [Member] \| Research Tax Credit Carryforward [Member]
Research and development tax credit carry forwards					15,000
Domestic Tax Authority [Member] \| Research Tax Credit Carryforward [Member]
Research and development tax credit carry forwards					$ 48,000

- Definition

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

+ References + Details

Prepaid Expenses and Other Current Assets - Summary of Prepaid Expenses and Other Current Assets (Details) - USD ($)	Sep. 30, 2022	Dec. 31, 2021	Dec. 31, 2020
Deferred Costs, Capitalized, Prepaid, and Other Assets Disclosure [Abstract]
Prepaid insurance	$ 1,274,263
Contract assets		$ 85,018
Insurance recovery receivable		136,250
Prepaid employee benefits		2,000	$ 10,722
Prepaid rent			11,201
Other	51,490	49,380
Other		47,380	17,770
Prepaid expenses and other current assets	$ 1,325,753	$ 270,648	$ 39,693

Statements of Operations and Comprehensive Loss (Unaudited) - USD ($)	3 Months Ended		9 Months Ended		12 Months Ended
	Sep. 30, 2022	Sep. 30, 2021	Sep. 30, 2022	Sep. 30, 2021	Dec. 31, 2021	Dec. 31, 2020
Income Statement [Abstract]
Revenue	$ 234,922	$ 87,767	$ 476,982	$ 246,498	$ 319,832	$ 442,919
Cost of revenue	60,963	48,364	160,030	122,073	161,008	104,407
Operating expenses:
Research and development	394,800	263,620	1,250,570	1,262,329	1,752,669	1,261,747
General and administrative	2,314,554	689,483	8,027,316	2,373,621	3,941,783	1,204,285
Total operating expenses	2,709,354	953,103	9,277,886	3,635,950	5,694,452	2,466,032
Loss from operations	(2,535,395)	(913,700)	(8,960,934)	(3,511,525)	(5,535,628)	(2,127,520)
Other income (expense), net:
Change in fair value of derivative warrant liabilities	500,327		1,954,767
Reverse recapitalization issuance costs in excess of gross proceeds			(6,566,821)
Common stock purchase agreement issuance costs	(1,029,077)		(1,029,077)
Gain on debt extinguishment				160,588	160,588	0
Change in fair value of convertible notes				(76,738)	(76,738)	0
Interest expense	(12,696)		(12,773)
Other expense, net			(426,666)		0	2,033
Total other (expense) income, net	(541,446)		(6,080,570)	83,850	83,850	2,033
Net loss and comprehensive loss	(3,076,841)	(913,700)	(15,041,504)	(3,427,675)	(5,451,778)	(2,125,487)
Less: accretion of convertible preferred stock to redemption value	(86,816)		(287,984)
Net loss attributable to common stockholders or unit holders	$ (3,163,657)	$ (913,700)	$ (15,329,488)	$ (3,427,675)	$ (5,451,778)	$ (2,125,487)
Net loss per share or unit attributable to common stockholders or unit holders-basic	$ (0.2)	$ (6.34)	$ (1.85)	$ (0.87)	$ (1.81)	$ (0.25)
Net loss per share or unit attributable to common stockholders or unit holders-diluted	$ (0.2)	$ (6.34)	$ (1.85)	$ (0.87)	$ (1.81)	$ (0.25)
Weighted-average number of common shares or units used in computing net loss per share or unit attributable to common stockholders or unit holders - basic	16,024,011	144,163	8,294,938	3,955,649	3,012,603	8,521,250
Weighted-average number of common shares or units used in computing net loss per share or unit attributable to common stockholders or unit holders - diluted	16,024,011	144,163	8,294,938	3,955,649	3,012,603	8,521,250

Transaction and Reverse Recapitalization

9 Months Ended

Sep. 30, 2022

Business Combinations [Abstract]

Transaction and Reverse Recapitalization

3. Transaction and Reverse Recapitalization

May 19, 2022, the Company consummated the acquisition of all of the issued and outstanding shares of OTR Acquisition Corp. and Comera Life Sciences, Inc., in accordance with the Business Combination

Agreement.

Upon

closing

(i) Comera Merger Sub merged with and into Legacy Comera, with Legacy Comera surviving such merger as a direct wholly-owned subsidiary of CLS Holdings (the “Comera Merger”) and (ii) OTR Merger Sub merged with and into OTR, with OTR surviving such merger as a direct wholly-owned subsidiary of CLS Holdings (the “OTR Merger”).

the closing of the Transaction (the “Closing”), by virtue of the Comera Merger, all shares of Legacy Comera common stock, par value $0.001 per share (“Legacy Comera Common Stock”), issued and outstanding immediately prior to the Closing (including shares of Legacy Comera Common Stock issued upon conversion of Legacy Comera preferred stock immediately prior to the Closing) were canceled and converted into the right to receive shares of CLS Holdings common stock, par value $0.0001 per share (“CLS Holdings Common Stock”) and all outstanding Legacy Comera unvested stock options and Legacy Comera vested incentive stock options were converted into options to purchase shares of CLS Holdings Common Stock, all Legacy Comera vested

in-the-money

non-qualified

stock options outstanding were net exercised for shares of Legacy Comera Common Stock and, upon the Closing as described above, those shares of Legacy Comera Common Stock were converted into the right to receive shares of CLS Holdings Common Stock.

In addition, at the Closing, CLS Holdings placed 3,150,000 shares of CLS Holdings Common Stock (the

“Earn-Out

Shares”) into escrow. If, at any time during the period beginning on the Closing Date and expiring at the close of business on the second anniversary of the Closing Date (the

“Earn-Out

Period”), the volume-weighted average price of CLS Holdings Common Stock is equal to or greater than $12.50 for any 20 trading days within a period of 30 consecutive trading days (the

“Earn-Out

Trigger”), then within 10 business days following the achievement of the

Earn-Out

Trigger, the

Earn-Out

Shares will be released to the

former

holders of Legacy Comera Common Stock on a pro rata basis. If a change of control occurs during the

Earn-Out

Period that results in the holders of shares of CLS Holdings Common Stock receiving consideration equal to or in excess of $12.50 per share, then the

Earn-Out

Trigger shall be deemed to be satisfied if (i) the aggregate proceeds paid to, or in the event of an asset sale, available for distribution to, stockholders of CLS Holdings in such change of control transaction divided by (ii) (a) the number of outstanding shares of CLS Holdings Common Stock immediately prior to the consummation of such change of control transaction plus

(b) Earn-Out

Shares, is equal to or exceeds $12.50.

Upon the Closing, by virtue of the OTR Merger, all shares of common stock of OTR issued and outstanding immediately prior to the Closing were converted on a

one-to-one

basis into the right to receive shares of CLS Holdings Common Stock and all warrants of OTR outstanding were converted into warrants to purchase shares of CLS Holdings Common Stock. Holders of OTR Common Stock included in the units sold in the initial public offering of OTR were entitled to exercise redemption rights in connection with the Transaction. Holders of 9,769,363 shares of OTR Common Stock exercised their right to have their shares redeemed which resulted in the issuance of 3,472,654

shares of CLS Holdings Common Stock in the Transaction to the former stockholders of OTR.

In connection with the Transaction, CLS Holdings, Legacy Comera, OTR and Maxim Group LLC (“Maxim”) entered into a Settlement and Release Agreement (“Settlement Agreement”) pursuant to which CLS Holdings, Comera, OTR and Maxim agreed, among other things that (1) all deferred underwriting fees owed to Maxim pursuant to the underwriting agreement between OTR and Maxim dated November 17, 2020 (the “Underwriting Agreement”) would be satisfied by the issuance by CLS Holdings to Maxim of 3,395 shares of CLS Holdings Series A Convertible Perpetual Preferred Stock, par value $0.0001 per share (“Series A Preferred Stock”) equal in value to $3.4 million; (2) Maxim would waive its right of first refusal contained in the Underwriting Agreement to act for OTR, or any successor, in future public and private offerings; (3) certain fees owed to Maxim under the advisory agreement between Legacy Comera and Maxim, dated October 13, 2020, as amended on August 16, 2021 and January 25, 2022 (the “Comera Advisory Agreement”) would be satisfied by

the issuance by CLS Holdings to Maxim of 910 shares of Series A Preferred Stock equal in value to $910 thousand; (4) Maxim would invest $1.0 million in a private placement of CLS Holdings Common Stock (the “Maxim Private Placement”) at a value of $10.25 per share for 97,561 shares, which shares would receive certain registration rights under a separate registration rights agreement (the “Maxim Registration Rights Agreement”), (5) the shares of CLS Holdings Common Stock issued to Maxim as a success fee for

the

Transaction under the Comera Advisory Agreement which were previously registered, would be unrestricted and freely tradable; and (6) certain of Maxim’s rights to fees for transactions and financings consummated after the Transaction would be limited to transactions and financings with four specified counterparties previously introduced by Maxim.

The following summarizes the shares of CLS Holdings Common Stock issued and outstanding immediately following the Transaction as of May 19, 2022:


	Shares		%
Legacy Comera Stockholders		12,022,595		76	%
OTR Public Stockholders		677,987		4	%
OTR Founders		2,611,838		16	%
Maxim (1)		624,765		4	%

Total (2)		15,937,185		100	%

(1)

Represents (i) 97,561 shares of the CLS Holdings Common Stock purchased by Maxim in a private placement, (ii) 344,375 shares of the CLS Holdings Common Stock issued to Maxim by the Legacy Comera shareholders to settle Maxim’s success fee, and (iii) 182,829 shares of the CLS Holdings Common Stock issued to Maxim in exchange for a like number of shares of OTR common stock received in connection with OTR’s initial public offering.

(2)	Excludes 3,150,000 Earn-Out Shares .

The following table presents the net tangible assets acquired from OTR and reconciles the elements of the Transaction to the consolidated statements of cash

flows:


	Transaction
Cash	$	5,643,508
Deferred underwriting fee payable		(3,395,389	)
Derivative warrant liabilities		(2,286,379	)

Net tangible assets acquired from OTR		(38,260	)
Cash proceeds received from Maxim Private Placement		1,000,000

Gross proceeds from Transaction and Maxim Private Placement		961,740
Less: total issuance costs		(7,528,561	)

Reverse recapitalization issuance costs in excess of gross proceeds		(6,566,821	)
Add: derivative warrant liabilities assumed		2,286,379
Add: issuance of common stock to settle success fee		3,443,750
Add: issuance of Series A preferred stock to settle stock issuance costs and underwriting fees payable		4,305,389
Less: Series A preferred stock issuance costs		(161,535	)

Net cash proceeds from Transaction and Maxim Private Placement	$	3,307,162

The following table presents the net cash proceeds from the Transaction and Maxim Private Placement and reconciles the elements of the Transaction to the consolidated statements convertible preferred stock, stockholders’ deficit and members’ capital:


	Transaction
Net cash proceeds from Transaction and Maxim Private Placement	$	3,307,162
Add: Series A preferred stock issuance costs		161,535
Add: reverse recapitalization issuance costs in excess of gross proceeds		6,566,821
Less: derivative warrant liabilities assumed		(2,286,379	)
Less: issuance of Series A preferred stock to settle stock issuance costs and underwriting fees payable		(4,305,389	)

Issuance of common stock in connection with the Transaction and Maxim Private Placement, net of redemptions, net tangible assets, and issuance costs	$	3,443,750

The Transaction was accounted for as a reverse recapitalization because Legacy Comera was determined to be the accounting acquirer. Under the reverse recapitalization model, the Transaction was treated as Legacy Comera issuing equity for the net assets of OTR, with no goodwill or intangible assets recorded. All outstanding common stock instruments, prior to the Transaction, have been retroactively adjusted to share amounts reflecting the Company’s current capital structure, including adjustments based on the Exchange Ratio. Accordingly, certain amounts have been reclassified and retroactively adjusted to reflect the reverse recapitalization pursuant to the Transaction for all periods presented within the consolidated balance sheets and statements of convertible preferred stock, stockholders’ deficit and members’ capital.

Earn-Out

The estimated fair value of the

Earn-Out

Shares at the Closing Date was approximately $8.63 per share, or $27.2 million in the aggregate. If the

Earn-Out

Trigger is not achieved for the

two-year

period following the Closing Date, the

Earn-Out

Shares will be cancelled and returned to treasury. The contingent obligation to issue

Earn-Out

Shares to Legacy Comera stockholders is considered indexed to the Company’s own stock and meets the equity classification under ASC 815.

While

the

Earn-Out

Shares are legally issued and placed into escrow, they are not considered outstanding for accounting purposes until resolution of the

earn-out

contingency.

The estimated acquisition-date fair value of the

Earn-Out

Shares was determined using a Monte Carlo simulation valuation model using a distribution of potential outcomes on a weekly basis over the

Earn-Out

Period using the most reliable information available. Assumptions used in the valuation at the Closing Date were as follows:


	Assumptions
Fair value of common stock	$	9.91
Selected volatility		90.00	%
Risk-free interest rate		2.60	%
Contractual term (years)		2.0

Transaction Costs

In connection with the Transaction, the Company incurred direct and incremental costs of approximately $7.5 million related to the equity issuance, including $4.4 million of noncash expenses related to common stock and Series A Preferred Stock issued to Maxim, consisting primarily of investment banking and other

professional

fees.

The costs related to the equity issuance were recorded to additional

paid-in

capital as a reduction of gross proceeds from the Transaction and Maxim Private Placement. The costs related to the equity issuance which exceeded gross proceeds received from the Transaction and Maxim Private Placement were recognized as a loss within other expense, net.

The Company incurred approximately $1.5 million of

expenses primarily related to advisory, legal, and accounting fees in conjunction with the Transaction, which were recorded in general and administrative expenses in the consolidated statements of operations and comprehensive loss.

Related Party Transactions	12 Months Ended
Related Party Transactions	Dec. 31, 2021
Related Party Transactions [Abstract]
Related Party Transactions	12. Related Party Transactions The Company provides administrative services to certain related parties that are affiliated entities through common equity ownership with financial and operational interests in the Company. During the years ended December 31, 2021 and 2020, the Company recognized $5 thousand and $21 thousand as a reduction to general and administrative expense related to these contracts, respectively. As of December 31, 2021, the Company had a minimal amount of receivables related to these arrangements. As of December 31, 2020, the Company had $5 thousand of receivables related to these arrangements.

Income Taxes - Summary of Deferred Tax Assets and Liabilities (Detail)	Dec. 31, 2021 USD ($)
Deferred tax assets:
Net operating loss carryforwards	$ 885,617
R&D credit carryforwards	63,406
Lease liabilities	88,259
Stock-based compensation	173,069
Accrued expenses and other	176,231
Total	1,386,582
Valuation allowance	(1,235,082)
Net of valuation allowance	151,500
Deferred tax liabilities:
Property and equipment and right of use assets	(151,500)
Net deferred tax assets	$ 0

Transaction and Reverse Recapitalization - Summary of Common Stock Issued and Outstanding (Parenthetical) (Details) - shares		9 Months Ended
	Oct. 13, 2020	Sep. 30, 2022	May 19, 2022
Subsidiary, Sale of Stock [Line Items]
Number of shares placed into escrow		3,150,000	3,150,000
Maxim Group LLC.
Subsidiary, Sale of Stock [Line Items]
Common stock issued for services		344,375
Common stock issued upon conversion		182,829
Maxim Group LLC. \| Private Placement
Subsidiary, Sale of Stock [Line Items]
Maxim private placement, shares	97,561	97,561

Convertible Preferred Stock - Additional Information (Details) - USD ($)				1 Months Ended	3 Months Ended		9 Months Ended	12 Months Ended
	Jul. 31, 2021	Jun. 30, 2021	Apr. 30, 2021	May 31, 2022	Sep. 30, 2022	Jun. 30, 2022	Sep. 30, 2022	Dec. 31, 2021	Dec. 31, 2020
Temporary Equity [Line Items]
Convertible preferred stock, shares authorized					1,000,000		1,000,000	14,051,702
Temporary Equity Par Share Value					$ 0.0001		$ 0.0001	$ 0.001
Proceeds from issuance of common stock							$ 748,888
Accretion of preferred stock considered as deemed dividend					$ 87,000		288,000
Temporary Equity Shares Issued								13,802,758
Proceeds From Issuance Of Convertible Preferred Stock								$ 9,349,675
Minimum
Temporary Equity [Line Items]
Proceeds from issuance of common stock							$ 5,000,000
Transaction and Settlement Agreement \| Maxim Group LLC. \| First Six Series A Quarterly Dividend Payment Dates
Temporary Equity [Line Items]
Advisory fees				$ 4,300,000
Series A Preferred Stock
Temporary Equity [Line Items]
Convertible preferred stock, shares authorized					4,305		4,305	9,429,006
Temporary Equity Par Share Value					$ 0.0001		$ 0.0001
Convertible preferred stock, shares issued						4,305
Voting rights, description							The holders of the Series A Preferred Stock are entitled to vote, together with the holders of common stock, on all matters submitted to the stockholders for a vote and are entitled to the number of votes equal to the number of whole shares of common stock into which such holders of preferred stock could convert on the record date for determination of stockholders entitled to vote. Except for the actions requiring the approval or consent of the holders of preferred stock, the holders of preferred stock shall vote together with the holders of common stock and vote as a single class
Dividend payment terms, description							The holders of Series A Preferred Stock shall be entitled to receive, prior and in preference to the declaration or payment of any dividend on any other currently-outstanding capital stock, dividends when, as and if declared by the Board of Directors, payable quarterly on January 1, April 1, July 1 and October 1 of each calendar year (each date a “Series A Quarterly Dividend Payment Date”), commencing on and including July 1, 2022, which dividends shall be paid in cash at a rate of 8.0% per annum on the Series A Original Purchase Price for the first six Series A Quarterly Dividend Payment Dates, which shall increase by 2% per annum from and after each successive Series A Quarterly Dividend Payment Date, up to a maximum of 18%.
Percentage of increase in dividend rate per annum							2.00%
Cash dividends declared or paid							$ 0
Description of conversion terms							Each share of preferred stock is convertible into common stock, at any time, at the option of the holder, and without the payment of additional consideration, determined by dividing the Series A Original Issuance Price by $12.56 (as may be adjusted for stock splits, dilutive issuances and the like, the “Series A Conversion Price”); provided, however, in no event shall outstanding shares of Series A Preferred Stock be converted into more than 19.99% of the outstanding shares of common stock. The Company shall at all times reserve and keep available out of its authorized but unissued shares of common stock to effect the conversion of three hundred percent (300%) of all shares of Series A Preferred Stock then outstanding.
Preferred stock, conversion price					12.56		$ 12.56
Maximum percentage of outstanding shares of common stock convertible							19.99%
Maximum percentage of reserve available of authorized but unissued shares of common stock to effect the conversion							300.00%
Redemption price					$ 1,000		$ 1,000
Percentage of right on aggregate proceeds					30.00%		30.00%
Temporary Equity Shares Issued					4,305		4,305
Preferred Stock, Amount of Preferred Dividends in Arrears							$ 288,000
Series A Preferred Stock \| First Six Series A Quarterly Dividend Payment Dates
Temporary Equity [Line Items]
Dividends rate							8.00%
Series A Preferred Stock \| Minimum
Temporary Equity [Line Items]
Proceeds from issuance of common stock							$ 5,000,000
Series A Preferred Stock \| Maximum
Temporary Equity [Line Items]
Dividends rate							18.00%
Series A Preferred Stock \| Transaction and Settlement Agreement
Temporary Equity [Line Items]
Convertible preferred stock, shares issued				4,305
Original purchase price				$ 1,000
Issuance costs for convertible preferred stock				$ 162,000
Series A One Convertible Preferred Stock [Member]
Temporary Equity [Line Items]
Convertible preferred stock, shares authorized								6,000,000
Temporary Equity Par Share Value								$ 0.001
Temporary Equity Shares Issued			6,000,000					6,000,000
Series A Two Convertible Preferred Stock [Member]
Temporary Equity [Line Items]
Convertible preferred stock, shares authorized								1,266,667
Temporary Equity Par Share Value								$ 0.001
Temporary Equity Shares Issued			1,266,667					1,266,667
Series A Three Convertible Preferred Stock [Member]
Temporary Equity [Line Items]
Convertible preferred stock, shares authorized								527,752
Temporary Equity Par Share Value								$ 0.001
Temporary Equity Shares Issued			527,752					527,752
Series A Four Convertible Preferred Stock [Member]
Temporary Equity [Line Items]
Convertible preferred stock, shares authorized								1,016,669
Temporary Equity Par Share Value								$ 0.001
Temporary Equity Shares Issued			1,016,669					1,016,669
Series A Five Convertible Preferred Stock [Member]
Temporary Equity [Line Items]
Convertible preferred stock, shares authorized								514,932
Temporary Equity Par Share Value								$ 0.001
Temporary Equity Shares Issued			514,932					514,932
Series A Six Convertible Preferred Stock [Member]
Temporary Equity [Line Items]
Convertible preferred stock, shares authorized								102,986
Temporary Equity Par Share Value								$ 0.001
Temporary Equity Shares Issued			102,986					102,986
Series B One Convertible Preferred Stock [Member]
Temporary Equity [Line Items]
Convertible preferred stock, shares authorized								4,219,409
Temporary Equity Par Share Value								$ 0.001
Convertible preferred stock, shares issued								3,970,465
Temporary Equity Shares Issued			2,240,507					3,970,465
Series B One Convertible Preferred Stock [Member] \| Series B Purchase Agreement [Member]
Temporary Equity [Line Items]
Temporary Equity Par Share Value			$ 2.37
Temporary Equity Shares Issued			1,978,902
Proceeds From Issuance Of Convertible Preferred Stock			$ 5,300,000
Series B Two Convertible Preferred Stock [Member]
Temporary Equity [Line Items]
Convertible preferred stock, shares authorized								403,287
Temporary Equity Par Share Value								$ 0.001
Convertible preferred stock, shares issued								403,287
Temporary Equity Shares Issued								403,287
Series B Two Convertible Preferred Stock [Member] \| Series B Purchase Agreement [Member]
Temporary Equity [Line Items]
Temporary Equity Shares Issued			403,287
Series B One Preferred Stock [Member]
Temporary Equity [Line Items]
Temporary Equity Par Share Value			$ 2.37
Temporary Equity Shares Issued	886,076	843,882
Proceeds From Issuance Of Convertible Preferred Stock	$ 2,100,000	$ 2,000,000
Series B Convertible Preferred Stock [Member]
Temporary Equity [Line Items]
Convertible preferred stock, shares authorized								4,622,696

Stock-Based Compensation - Summary of Stock Option Activity (Details) - USD ($) $ / shares in Units, $ in Thousands	9 Months Ended	12 Months Ended
	Sep. 30, 2022	Dec. 31, 2021
Share-Based Compensation Arrangement by Share-Based Payment Award, Options, Outstanding [Roll Forward]
Number of options, Outstanding beginning balance	2,689,935	0
Number of options, Granted	814,200	3,052,355
Number of options, Exercised	(1,385,310)	(308,443)
Number of options, Cancelled or forfeited	(136,184)	(53,977)
Number of options, Outstanding ending balance	1,982,641	2,689,935
Number of options, Exercisable	406,894	1,637,156
Share-Based Compensation Arrangement by Share-Based Payment Award, Options, Outstanding, Weighted Average Exercise Price [Abstract]
Weighted-average exercise price, Outstanding beginning balance	$ 0.59	$ 0
Share-Based Compensation Arrangements by Share-Based Payment Award, Options, Grants in Period, Weighted Average Exercise Price	3.3	0.59
Weighted-average exercise price, Exercised	0.59	0.59
Share-Based Compensation Arrangements by Share-Based Payment Award, Options, Forfeitures in Period, Weighted Average Exercise Price	0.59	0.59
Weighted-average exercise price, Outstanding ending balance	1.7	0.59
Weighted-average exercise price, Exercisable	$ 0.59	$ 0.59
Share Based Compensation Arrangement By Share Based Payment Award Options Weighted Average Remaining Contractual Term [Abstract]
Weighted-average remaining contractual term (years), Outstanding	9 years 1 month 6 days	9 years 6 months
Weighted-average remaining contractual term (years), Exercisable	8 years 9 months 18 days	9 years 4 months 24 days
Share Based Compensation Arrangement By Share Based Payment Award Options Aggregate Intrinsic Value [Abstract]
Aggregate intrinsic value, Outstanding beginning balance	$ 767
Aggregate intrinsic value, Exercised		$ 88
Aggregate intrinsic value, Outstanding ending balance	1,192	767
Aggregate intrinsic value, Exercisable	$ 415	$ 467

Cover	9 Months Ended
Cover	Sep. 30, 2022
Cover [Abstract]
Document Type	S-1
Amendment Flag	false
Entity Registrant Name	Comera Life Sciences Holdings, Inc.
Entity Central Index Key	0001907685
Entity Filer Category	Non-accelerated Filer
Entity Small Business	true
Entity Emerging Growth Company	true
Entity Ex Transition Period	false

Members' Equity And Corporate Reorganization

12 Months Ended

Dec. 31, 2021

Equity [Abstract]

Members' Equity and Corporate Reorganization

8. Members’ Equity and Corporate Reorganization

On April 30, 2021, the Company completed the Reorganization. As part of the Reorganization each issued and outstanding capital unit of ReForm Biologics, LLC as of the date of the Reorganization was exchanged for

shares of convertible preferred stock and previously outstanding incentive units of ReForm Biologics, LLC were cancelled. The financial statements as of and for the year ended December 31, 2021, reflect the exchange of capital units to convertible preferred stock.

The following summarizes the activity of Capital Units for the year ended December 31, 2021:


	Class A1 Capital Units						Class B1 Capital Units						Class B1-A Capital Units						Total Capital Units
	Units			Amount			Units			Amount			Units			Amount			Units			Amount
Balance as of December 31, 2020		8,811,088		$	9,289,298			514,932		$	1,329,024			102,986		$	62,718			9,429,006		$	10,681,040
Conversion of capital units into convertible preferred stock		(8,811,088	)		(9,289,298	)		(514,932	)		(1,329,024	)		(102,986	)		(62,718	)		(9,429,006	)		(10,681,040	)

Balance as of December 31, 2021		—		$	—			—		$	—			—		$	—			—		$	—

The following summarizes the activity of Capital Units for the year ended December 31, 2020:


	Class A1 Capital Units				Class B1 Capital Units				Class B1-A Capital Units				Total Capital Units
	Units		Amount		Units		Amount		Units		Amount		Units		Amount
Balance as of January 1, 2020		8,748,276	$	9,118,198		—	$	—		—	$	—		8,748,276	$	9,118,198
Issuance of capital units, net of issuance costs of $50,068		62,812		171,100		514,932		1,329,024		102,986		62,718		680,730		1,562,842

Balance as of December 31, 2020		8,811,088	$	9,289,298		514,932	$	1,329,024		102,986	$	62,718		9,429,006	$	10,681,040

During 2020, the Company issued an aggregate of 62,812 Class A Capital Units in exchange for services rendered in the amount of $171 thousand. Additionally, during 2020 the Company issued 514,932 Class B1 Capital Units and 102,986

Class B1-A

Capital Units in exchange for gross cash proceeds of $1.4 million. The proceeds were allocated to the B1 and

B1-A

Capital Units utilizing a relative fair value basis.

Commitments and Contingencies - Additional Information (Details) - USD ($)			1 Months Ended		2 Months Ended	9 Months Ended		12 Months Ended
	Mar. 04, 2022	Mar. 10, 2021	Sep. 30, 2022	Dec. 31, 2021	Mar. 08, 2022	Sep. 30, 2022	Sep. 30, 2021	Dec. 31, 2021	Dec. 31, 2020
Loss Contingencies [Line Items]
Operating lease, weighted average discount rate			8.00%	8.00%		8.00%		8.00%
Operating lease, weighted average lease term			1 year 9 months 18 days	2 years 6 months		1 year 9 months 18 days		2 years 6 months
Operating cash flows used for operating leases						$ 142,000	$ 100,000	$ 136,000
Lease cost						$ 145,000	$ 103,000	139,000
Losses on indemnification agreement			$ 0	$ 0
Insurance recovery receivable				136,250				136,250
Right of use asset corresponding with operating lease liability right of use asset				323,000				$ 323,000
Rent expenses									$ 134,000
Woburn, Massachusetts
Loss Contingencies [Line Items]
Lessee, operating lease, option to extend						On March 10, 2021, the Company extended the Woburn Lease through June 30, 2024 with a monthly lease payment of $12 thousand.		On March 10, 2021, the Company extended the lease agreement through June 30, 2024 at a monthly lease rate of $12 thousand
Lessee, operating lease, existence of option to extend [true false]		true
Lease expiration date		Jun. 30, 2024
Payments for Rent	$ 18,000	$ 12,000
Business Email Compromise Fraud
Loss Contingencies [Line Items]
Business email compromise fraud losses, period of occurrence						In February 2022, the Company determined it was affected by a business email compromise fraud which resulted in a diversion of the Company’s capital to unknown parties.		In February 2022, the Company determined it was affected by a business email compromise fraud which resulted in a diversion of the Company’s capital to unknown parties.
Loss on business email compromise fraud						$ 590		$ 136,000
Insurance recovered								300,000
Insurance recovery receivable				$ 136,000				136,000
Remaining insurance proceeds								$ 164,000
Business email compromise fraud, net loss						$ 426,000
Business Email Compromise Fraud \| Subsequent Event [Member]
Loss Contingencies [Line Items]
Loss on business email compromise fraud					$ 590,000

Note Payable	12 Months Ended
Note Payable	Dec. 31, 2021
Notes Payable [Abstract]
Note Payable	14. Note Payable On April 24, 2020, the Company executed a promissory note pursuant to which it received proceeds of $161 thousand under the Paycheck Protection Program. The program was established as part of the Coronavirus Aid, Relief and Economic Security Act and is administered by the U.S. Small Business Administration. The note had a two-year term, accrued interest at the rate of 1.0% per annum, and was prepayable at any time without payment of any premium. No payments of principal or interest were due during the six-month period beginning on the date of the note. The Paycheck Protection Program Flexibility Act of 2020 extended the deferral period for borrower payments of principal, interest, and fees on the note to the date of the U.S. Small Business Administration forgiveness. Under the terms of the program, the Company could apply for and be granted forgiveness for all or a portion of the loan, with such forgiveness to be determined, subject to limitations, based on the use of the loan proceeds for payment of payroll costs and any payments of mortgage interest, rent and utilities. The Company applied for forgiveness on November 23 , 2020 . On January 7 , 2021 , the Company received notice that the forgiveness had been approved and recorded a gain on debt extinguishment in the amount of $ 161 thousand .

Cash, Cash Equivalents and Restricted Cash - Summary of Reconciliation of Cash And Cash Equivalents And Restricted Cash (Details) - USD ($)	Sep. 30, 2022	Dec. 31, 2021	Sep. 30, 2021	Dec. 31, 2020	Dec. 31, 2019
Cash and Cash Equivalents [Abstract]
Cash and cash equivalents	$ 2,669,354	$ 6,510,140	$ 8,269,230	$ 155,427
Restricted cash		50,000		25,000
Total cash, cash equivalents, and restricted cash shown in statements of cash flows	$ 2,719,354	$ 6,560,140	$ 8,294,230	$ 180,427	$ 444,567

Income Taxes - Summary of Effective Income Tax Rate Reconciliation (Detail)	12 Months Ended
	Dec. 31, 2021
Income Tax Disclosure [Abstract]
Income tax at federal statutory tax rate	21.00%
State income taxes, net of federal benefit	5.30%
Income tax rate differential	(3.00%)
Stock-based compensation	(0.90%)
Permanent differences	(0.30%)
Research and development tax credits	0.90%
Change in valuation allowance	(23.00%)
Effective income tax rate	0.00%

Transaction and Reverse Recapitalization (Tables)

9 Months Ended

Sep. 30, 2022

Business Combinations [Abstract]

Summary of Common Stock Issued and Outstanding

The following summarizes the shares of CLS Holdings Common Stock issued and outstanding immediately following the Transaction as of May 19, 2022:


	Shares		%
Legacy Comera Stockholders		12,022,595		76	%
OTR Public Stockholders		677,987		4	%
OTR Founders		2,611,838		16	%
Maxim (1)		624,765		4	%

Total (2)		15,937,185		100	%

(1)

(2)	Excludes 3,150,000 Earn-Out Shares .

Summary of Net Tangible Assets Acquired and Reconciles Element of Transaction to Consolidated Statement of Cash flows

The following table presents the net tangible assets acquired from OTR and reconciles the elements of the Transaction to the consolidated statements of cash

flows:


	Transaction
Cash	$	5,643,508
Deferred underwriting fee payable		(3,395,389	)
Derivative warrant liabilities		(2,286,379	)

Net tangible assets acquired from OTR		(38,260	)
Cash proceeds received from Maxim Private Placement		1,000,000

Gross proceeds from Transaction and Maxim Private Placement		961,740
Less: total issuance costs		(7,528,561	)

Reverse recapitalization issuance costs in excess of gross proceeds		(6,566,821	)
Add: derivative warrant liabilities assumed		2,286,379
Add: issuance of common stock to settle success fee		3,443,750
Add: issuance of Series A preferred stock to settle stock issuance costs and underwriting fees payable		4,305,389
Less: Series A preferred stock issuance costs		(161,535	)

Net cash proceeds from Transaction and Maxim Private Placement	$	3,307,162

Summary of Net Proceeds and Reconciles Elements of Transaction to Consolidated Statements Convertible Preferred Stock, Stockholders' Deficit and Members' Capital


	Transaction
Net cash proceeds from Transaction and Maxim Private Placement	$	3,307,162
Add: Series A preferred stock issuance costs		161,535
Add: reverse recapitalization issuance costs in excess of gross proceeds		6,566,821
Less: derivative warrant liabilities assumed		(2,286,379	)
Less: issuance of Series A preferred stock to settle stock issuance costs and underwriting fees payable		(4,305,389	)

Issuance of common stock in connection with the Transaction and Maxim Private Placement, net of redemptions, net tangible assets, and issuance costs	$	3,443,750

Summary of Assumption Used in Valuation of Earn-Out Shares

Assumptions used in the valuation at the Closing Date were as follows:


	Assumptions
Fair value of common stock	$	9.91
Selected volatility		90.00	%
Risk-free interest rate		2.60	%
Contractual term (years)		2.0

Statements of Cash Flows - USD ($)	9 Months Ended		12 Months Ended
Statements of Cash Flows - USD ($)	Sep. 30, 2022	Sep. 30, 2021	Dec. 31, 2021	Dec. 31, 2020
Cash flows from operating activities:
Net loss	$ (15,041,504)	$ (3,427,675)	$ (5,451,778)	$ (2,125,487)
Adjustments to reconcile net loss to net cash used in operating activities:
Stock-based compensation expense	226,985	1,072,610	1,114,656	101,040
Depreciation expense	70,184	61,928	86,136	89,749
Loss on disposal of equipment				1,392
Noncash consulting expense				171,100
Noncash lease expense	1,765	2,951	2,683
Gain on debt extinguishment		(160,588)	(160,588)	0
Change in fair value of convertible notes		76,738	76,738	0
Reverse recapitalization issuance costs in excess of gross proceeds	6,566,821
Noncash common stock purchase agreement issuance costs	650,000
Change in fair value of derivative warrant liabilities	(1,954,767)
Changes in operating assets and liabilities:
Accounts receivable	(293,821)	109,868	109,868	(113,068)
Prepaid expenses and other current assets	460,895	(16,069)	(230,955)	(583)
Due from related parties	286	1,810	5,114	(5,400)
Accounts payable	1,019,751	130,063	319,325	20,981
Accrued expenses and other current liabilities	380,401	22,905	399,801	82,223
Security deposits	(11,000)
Deferred revenue		(28,949)	(28,949)	(26,051)
Net cash used in operating activities	(7,924,004)	(2,154,408)	(3,757,949)	(1,804,104)
Cash flows from investing activities:
Purchases of property and equipment	(28,607)	(11,464)	(142,013)	(12,366)
Net cash used in investing activities	(28,607)	(11,464)	(142,013)	(12,366)
Cash flows from financing activities:
Proceeds from issuance of capital units, net of issuance costs				1,391,742
Proceeds from issuance of preferred stock, net of offering costs		9,349,675
Proceeds from issuance of convertible preferred stock, net of issuance costs			9,349,675
Proceeds from issuance of promissory note				160,588
Net proceeds from Transaction and Maxim Private Placement	3,307,162
Repayment of insurance premium financing	(604,876)
Proceeds from issuance of convertible notes		750,000	750,000
Proceeds from common stock purchase agreement	748,888
Proceeds from exercise of public warrants	1,150
Proceeds from exercise of stock options	659,501	180,000	180,000
Net cash provided by financing activities	4,111,825	10,279,675	10,279,675	1,552,330
Net (decrease) increase in cash, cash equivalents and restricted cash	(3,840,786)	8,113,803	6,379,713	(264,140)
Cash, cash equivalents and restricted cash at beginning of period	6,560,140	180,427	180,427	444,567
Cash, cash equivalents, and restricted cash at end of period	2,719,354	8,294,230	6,560,140	180,427
Supplemental information:
Cash and cash equivalents	2,669,354	8,269,230	6,510,140	155,427
Restricted cash	50,000	25,000	50,000	25,000
Total cash, cash equivalents, and restricted cash shown in statements of cash flows	2,719,354	8,294,230	6,560,140	180,427
Supplemental disclosure of noncash investing and financing activities:
Issuance of capital units in exchange for services				$ 171,100
Acquisition of right-of-use asset	162,634	404,625
Financing of insurance premiums	1,516,000
Conversion of capital units into convertible preferred stock		10,681,040	10,681,040
Conversion of convertible preferred stock into common stock	20,857,453
Settlement of convertible notes for convertible preferred stock		$ 826,738	$ 826,738
Issuance of common stock to settle stock issuance costs	3,443,750
Issuance of Series A preferred stock to settle stock issuance costs	910,000
Accretion on convertible preferred stock	287,984
Issuance of Series A preferred stock to settle underwriting fees payable assumed in Transaction	3,395,389
Derivative warrant liabilities assumed in Transaction	$ 2,286,379

Common Stock

9 Months Ended

12 Months Ended

Sep. 30, 2022

Dec. 31, 2021

Stockholders' Equity Note [Abstract]

Common Stock

. Common Stock

As of

September

30, 2022, the authorized capital stock of the Company included 150,000,000 shares of common stock, $0.0001 par value. The voting, dividend and liquidation rights of the holders of the Company’s common stock are subject to and qualified by the rights, powers and preferences of the holders of the Series A Preferred Stock set forth above.

In connection with the Settlement Agreement, the Company sold 97,561 shares of common stock to Maxim for aggregate proceeds of $1.0 million in a private placement.

Each share of common stock entitles the holder to one vote, together with the holders of the preferred stock on an as converted to common stock basis, on all matters submitted to the stockholders for a vote. Common stockholders are entitled to receive dividends, as may be declared by the Board, if any, subject to the preferential dividend rights of the preferred stock. Through

September

30, 2022, no cash dividends have been declared or paid.

As of September 30, 2022, the Company has reserved the following shares of common stock for future issuance:


Exercise of outstanding stock options			1,982,641
Available for issuance under equity compensation plans			77,197
Exercise of outstanding common stock warrants			11,041,332
Conversion of Series A Preferred Stock			1,028,262
Reserved for issuance pursuant to the Purchase Agreement			4,283,819

Total shares of authorized common stock reserved for future issuance			18,413,251

Common Stock Purchase Agreement

On August 31, 2022, the Company entered into a purchase agreement (the “Purchase Agreement”) with Arena Business Solutions Global SPC II, Ltd. (“Arena”), pursuant to which Arena has committed to purchase up to $15.0 million (the “Commitment Amount”) of the Company’s common stock, subject to an increase, at the Company’s option, to $30.0 million of the Company’s common stock (the “Additional Commitment Amount”). Under the terms and subject to the conditions of the Purchase Agreement, the Company has the right, but not the obligation, to sell to Arena, and Arena is obligated to purchase up to $15.0 million of the Company’s common stock, subject to increase at the Company’s option by the Additional Commitment Amount. Such sales of common stock by the Company will be subject to certain limitations, and may occur from time to time, at the Company’s sole discretion, over the approximately

36-month

period commencing on the date of the Purchase Agreement, provided that the registration statement (the “Registration Statement”) covering the resale by Arena of the shares of the Company’s common stock purchased under the Purchase Agreement remains effective, and the other conditions set forth in the Purchase Agreement are satisfied. The purchase price of the shares of the Company’s common stock will be equal to 96% of the simple average of the daily VWAP of the Company’s common stock immediately preceding the time of sale as computed under the Purchase Agreement.

The Company determined that its right to sell shares of the Company’s common stock to Arena represents a freestanding put option under ASC 815, but has a fair value of zero, and therefore no additional accounting was required. The Company issued 296,181 shares of common stock (the “Commitment Shares”) to Arena as a commitment fee in connection with entering into the Purchase Agreement. The $650 thousand fair value of the Commitment Shares along with $376 thousand of other issuance costs related to the Purchase Agreement were recognized as a loss within other expense, net.

As of September 30, 2022, the Company had sold 420,000 shares of common stock under the Purchase Agreement at a weighted-average price of $1.78 per share, resulting in net proceeds of $0.7 million for the nine months ended September 30, 2022.

10. Common Stock

All common stock share amounts have been retroactively adjusted to reflect the Transaction and reverse recapitalization as described in Note 1.

Following the closing of the Transaction, the Company is authorized to issue

150,000,000 shares of common stock, $0.0001 par value. The voting, dividend and liquidation rights of the holders of the Company’s common stock are subject to and qualified by the rights, powers and preferences of the holders of the preferred stock.

Each share of common stock entitles the holder to one vote, together with the holders of the preferred stock, on all matters submitted to the stockholders for a vote. Common stockholders are entitled to receive dividends, as may be declared by the Board, if any, subject to the preferential dividend rights of the preferred stock. Through December 31, 2021, no cash dividends have been declared or paid.

As of December 31 2021, the Company has reserved the following shares of common stock for future issuance:



Shares reserved for conversion of preferred stock			10,835,366
Shares reserved for exercise of outstanding stock options			2,689,935
Shares reserved for issuance under equity compensation plans			262,616

Total shares of authorized common stock reserved for future issuance			13,787,917

- 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

Reference 1: http://fasb.org/us-gaap/role/ref/legacyRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 505
-URI https://asc.fasb.org/topic&trid=2208762

Reference 2: http://www.xbrl.org/2003/role/disclosureRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 505
-SubTopic 10
-Section 50
-Paragraph 13
-Subparagraph (b)
-URI https://asc.fasb.org/extlink&oid=126973232&loc=SL123496158-112644

Reference 3: http://www.xbrl.org/2003/role/disclosureRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 505
-SubTopic 10
-Section 50
-Paragraph 13
-URI https://asc.fasb.org/extlink&oid=126973232&loc=SL123496158-112644

Reference 4: http://www.xbrl.org/2003/role/disclosureRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 505
-SubTopic 10
-Section 50
-Paragraph 14
-Subparagraph (c)
-URI https://asc.fasb.org/extlink&oid=126973232&loc=SL123496171-112644

Reference 5: http://www.xbrl.org/2003/role/disclosureRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 505
-SubTopic 10
-Section 50
-Paragraph 14
-Subparagraph (b)
-URI https://asc.fasb.org/extlink&oid=126973232&loc=SL123496171-112644

Reference 6: http://www.xbrl.org/2003/role/disclosureRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 505
-SubTopic 10
-Section S99
-Paragraph 1
-Subparagraph (SX 210.3-04)
-URI https://asc.fasb.org/extlink&oid=120397183&loc=d3e187085-122770

Reference 7: http://www.xbrl.org/2003/role/disclosureRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 505
-SubTopic 10
-Section 50
-Paragraph 18
-Subparagraph (d)
-URI https://asc.fasb.org/extlink&oid=126973232&loc=SL123496189-112644

Reference 8: http://www.xbrl.org/2003/role/disclosureRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 505
-SubTopic 10
-Section 50
-Paragraph 13
-Subparagraph (g)
-URI https://asc.fasb.org/extlink&oid=126973232&loc=SL123496158-112644

Reference 9: http://www.xbrl.org/2003/role/disclosureRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 505
-SubTopic 10
-Section 50
-Paragraph 18
-Subparagraph (a)
-URI https://asc.fasb.org/extlink&oid=126973232&loc=SL123496189-112644

Reference 10: http://www.xbrl.org/2003/role/disclosureRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 505
-SubTopic 10
-Section 50
-Paragraph 13
-Subparagraph (h)
-URI https://asc.fasb.org/extlink&oid=126973232&loc=SL123496158-112644

Reference 11: http://www.xbrl.org/2003/role/disclosureRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 505
-SubTopic 10
-Section 50
-Paragraph 14
-Subparagraph (a)
-URI https://asc.fasb.org/extlink&oid=126973232&loc=SL123496171-112644

Reference 12: http://www.xbrl.org/2003/role/disclosureRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 505
-SubTopic 10
-Section 50
-Paragraph 18
-Subparagraph (b)
-URI https://asc.fasb.org/extlink&oid=126973232&loc=SL123496189-112644

Reference 13: http://www.xbrl.org/2003/role/disclosureRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 505
-SubTopic 10
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-Paragraph 16
-Subparagraph (b)
-URI https://asc.fasb.org/extlink&oid=126973232&loc=SL123496180-112644

Reference 14: http://www.xbrl.org/2003/role/disclosureRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 505
-SubTopic 10
-Section 50
-Paragraph 13
-Subparagraph (i)
-URI https://asc.fasb.org/extlink&oid=126973232&loc=SL123496158-112644

Reference 15: http://www.xbrl.org/2003/role/disclosureRef
-Publisher FASB
-Name Accounting Standards Codification
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-Section S99
-Paragraph 1
-Subparagraph (SX 210.4-08(e)(1))
-URI https://asc.fasb.org/extlink&oid=120395691&loc=d3e23780-122690

Reference 16: http://www.xbrl.org/2003/role/disclosureRef
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-Name Accounting Standards Codification
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-Paragraph 6
-Subparagraph (a)
-URI https://asc.fasb.org/extlink&oid=126731327&loc=SL126733271-114008

+ Details

Income Taxes (Tables)

12 Months Ended

Dec. 31, 2021

Income Tax Disclosure [Abstract]

Summary of Effective Income Tax Rate Reconciliation

A reconciliation of income tax expense computed at the statutory federal income tax rate to the Company’s effective tax rate as reflected in the financial statements is as follows:


	Year Ended December 31,
	2021

Income tax at federal statutory tax rate		21.0	%
State income taxes, net of federal benefit		5.3	%
Income tax rate differential		(3.0	)%
Stock-based compensation		(0.9	)%
Permanent differences		(0.3	)%
Research and development tax credits		0.9	%
Change in valuation allowance		(23.0	)%

Effective income tax rate		—	%

Summary of Deferred Tax Assets and Liabilities


	December 31,
	2021

Deferred tax assets:
Net operating loss carryforwards	$	885,617
R&D credit carryforwards		63,406
Lease liabilities		88,259
Stock-based compensation		173,069
Accrued expenses and other		176,231
		1,386,582
Valuation allowance		(1,235,082	)

		151,500
Deferred tax liabilities:
Property and equipment and right of use assets		(151,500	)

Net deferred tax assets	$	—

Insurance Premium Financing	9 Months Ended
Insurance Premium Financing	Sep. 30, 2022
Insurance Premium Financing [Abstract]
Insurance Premium Financing [Text Block]	8. Insurance Premium Financing In May 2022, the Company entered into a finance agreement with First Insurance Funding in order to fund a portion of its insurance policies. The amount financed is $1.5 million and incurs interest at a rate of 4.00%. The Company is required to make monthly payments of $154 thousand through March 2023. The outstanding balance as of September 30, 2022 was $0.9 million.

Common Stock Warrants (Tables)

9 Months Ended

Sep. 30, 2022

Warrants and Rights Note Disclosure [Abstract]

Summary of Warrants Outstanding and Exercisable

The warrants were assumed as part of the Transaction and the following represents a summary of the warrants outstanding and exercisable at September 30, 2022:

Number of Shares
Underlying Warrants

Description

Issue Date

Classification

Exercise
Price

Expiration Date

Outstanding
Shares

Exercisable
Shares

Private Placement Warrants

Nov 17, 2020

Liability

11.50

May 19, 2027

5,817,757

Public Warrants

Nov 17, 2020

Equity

11.50

May 19, 2027

5,223,575

11,041,332

Basis of Presentation and Significant Accounting Policies (Policies)

9 Months Ended

12 Months Ended

Sep. 30, 2022

Dec. 31, 2021

Organization, Consolidation and Presentation of Financial Statements [Abstract]

Basis of Presentation

8-K

filed with the SEC on September 6, 2022.

Basis of Presentation

Risks and Uncertainties

Through

September

nine

months ended

September

30, 2022. In addition, as of

September

The Company does not believe the cash and cash equivalents on hand as of

September

Risks and Uncertainties

COVID-19

In March 2020,

COVID-19

The Company plans to continue to closely monitor the ongoing impact of the

COVID-19

on-site

presence is needed for their job activities, implemented various social

COVID-19

In March 2020,

COVID-19

The Company plans to continue to closely monitor the ongoing impact of the

COVID-19

on-site

presence is needed for their job activities, implemented various social distancing measures in the Company’s offices and labs including replacing all

in-person

COVID-19

Use of Estimates

Fair Value Measurements

Level 1 - Inputs to the valuation methodology are unadjusted quoted prices for identical assets or liabilities in active markets that the Company has the ability to access.

Level 3 - Inputs to the valuation methodology are unobservable and significant to the fair value measurement.

Concentrations of Credit Risk

The Company has no significant

off-balance

Segments

Cash and Cash Equivalents

Restricted Cash

Accounts Receivable

write-off

Property and Equipment

Property and equipment are recorded at cost. Depreciation is computed using the straight-line method over the estimated useful lives of the related assets, as follows:


Laboratory equipment		5 years
Leasehold improvements		Lesser of lease term or 10 years
Computer equipment		3 years
Other equipment		5 years

Impairment of Long-Lived Assets

Leases

Effective January 1, 2021, the Company adopted ASU

2016-02,

Leases

(Topic 842). The Company determines if an arrangement is a lease at inception and the classification of such lease. Operating leases include

right-of-use

assets and operating lease liabilities, which are recorded in the Company’s balance sheets.

non-lease

components as a single lease component for real estate leases. Lease expense for operating lease payments is recognized on a straight-line basis over the lease term.

Fair Value Option for Convertible Notes

As permitted under ASC 825,

Financial Instruments

Convertible Preferred Stock

The Company accounts for convertible preferred stock subject to possible redemption in accordance with the guidance in ASC 480,

Distinguishing Liabilities from Equity

Derivative Warrant Liabilities

Convertible Preferred Stock

The Company accounts for convertible preferred stock subject to possible redemption in accordance with the guidance in ASC 480,

Distinguishing Liabilities from Equity

Income Taxes

Revenue and Contract Balances

Effective January 1, 2019 and January 1, 2021, the Company adopted FASB ASU

No. 2014-09

(Topic 606),

Revenue from Contracts with Customers

, and its related amendments (collectively known as “ASC 606”) and ASU

No. 2018-18,

Clarifying the Interaction between Topic 808 (Collaborative Arrangements) and Topic 606 (Revenue from Contracts with Customers)

, respectively. The Company’s principal sources of revenue during the years ended December 31, 2021 and 2020, were derived from research and development service agreements with customers.

At inception, management determines whether contracts are within the scope of ASC 606 or other topics, including ASC 808,

Collaborative Arrangements

Identification of Performance Obligations.

Transaction Price.

Research and Development Services.

co-development

Customer Options.

Contract Balances.

contract-by-contract

Cost of Revenue

Cost of revenue primarily represents payroll and related personnel costs as well as allocated overhead, including occupancy and information technology expenses.

Research and Development Expense

and benefits, facilities costs, depreciation, and external costs of outside vendors.

Non-refundable

Stock-Based Compensation Expense

Stock-based payments are accounted for in accordance with the provisions of ASC 718,

Compensation – Stock Compensation

Valuation of Privately-Held Company Equity Securities Issued as Compensation

, to estimate the fair value of its equity instrument. Each valuation methodology includes estimates and assumptions that require the Company’s judgment.

Comprehensive Loss

Comprehensive loss is defined as the change in equity from transactions and other events or circumstances from

non-owner

Net Loss per Share or Unit

The Company calculates basic and diluted net loss per share or unit in conformity with the

two-class

method required for participating securities. Under the

two-class

method, net loss is allocated between common stock or member units and other participating securities based on their participation rights.

Diluted net loss per unit is computed using the more dilutive of (a) the

two-class

method, (b) treasury stock method, or

“if-converted”

method in periods where such application would be dilutive.

Subsequent Events

Subsequent Event Considerations

Recently Adopted Accounting Pronouncements

In February 2016, the FASB issued ASU

2016-02,

Leases (Topic 842)

(“ASU

2016-02”).

The guidance in ASU

2016-02

supersedes the prior leasing guidance, which requires lessees to recognize

right-of

use assets and lease liabilities on the balance sheet for all leases with terms longer than 12 months. The Company adopted ASU

2016-02,

In June 2016, the FASB issued ASU

No. 2016-13,

Financial Instruments—Credit Losses (Topic 326)—Measurement of Credit Losses on Financial Instruments

, which has been subsequently amended (“ASU

2016-13”).

The provisions of ASU

2016-13

2016-13,

as amended, as of January 1, 2021. The adoption of this standard did not have a material effect on the Company’s financial statements upon adoption.

In November 2018, the FASB issued ASU

2018-18,

Collaborative Arrangements (Topic 808): Clarifying the Interaction between Topic 808 and Topic 606

(“ASU

2018-18”).

ASU

2018-18

In August 2020, the FASB issued ASU

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

(“ASU

2020-06”).

2020-06,

certain features, including beneficial conversion features, are no longer required to be separately accounted for. The new guidance also requires the

if-converted

Recently Issued Accounting Pronouncements

Reclassification of Prior Year Presentation

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

Derivative Warrant Liabilities

The Company classifies as equity any warrants that (i) require physical settlement or

net-share

settlement or (ii) provide the Company with a choice of

net-cash

settlement or settlement in its own shares (physical settlement or

net-share

settlement). The Company classifies as assets or liabilities any warrants that (i) require

net-cash

settlement (including a requirement to net cash settle the contract if an event occurs and if that event is outside the company’s control), (ii) gives the counterparty a choice of

net-cash

settlement or settlement in shares (physical settlement or

net-share

Derivatives and Hedging

re-measurement

at each balance sheet date until exercised, and any change in fair value is recognized in the Company’s consolidated statements of operations and comprehensive loss.

Summary of Significant Accounting Policies

The significant accounting policies of the Company are set forth in Note 2 to the consolidated financial statements included in the Current Report on Form

8-K

Emerging Growth Company and Smaller Reporting Company Status

non-emerging

non-voting

Common Stock held by

non-affiliates

is less

than

non-voting

Common Stock held by

non-affiliates

is less than $700.0 million measured on the last business day of the Company’s second fiscal quarter.

Reverse Recapitalization

pre-merger

Statements Of Convertible Preferred Stock, Stockholders' Deficit And Members' Equity (Parenthetical)	3 Months Ended
	Jun. 30, 2022 USD ($)
Share issuance costs	$ 7,500,000
Series A Convertible Preferred Stock
Share issuance costs	$ 161,535

Property and Equipment, Net - Schedule of Property and Equipment, Net (Details) - USD ($)	Sep. 30, 2022	Dec. 31, 2021	Dec. 31, 2020
Property, Plant and Equipment [Line Items]
Property and equipment, gross	$ 665,388	$ 636,781	$ 494,768
Less accumulated depreciation	(472,798)	(402,614)	(316,478)
Property and equipment, net	192,590	234,167	178,290
Lab Equipment
Property, Plant and Equipment [Line Items]
Property and equipment, gross	587,650	587,650	463,817
Leasehold Improvements
Property, Plant and Equipment [Line Items]
Property and equipment, gross	36,149	17,973	11,258
Computer Equipment
Property, Plant and Equipment [Line Items]
Property and equipment, gross	32,178	21,747	10,282
Other Equipment
Property, Plant and Equipment [Line Items]
Property and equipment, gross	$ 9,411	$ 9,411	$ 9,411

Net Loss per Share or Unit - Basic and Diluted (Tables)

9 Months Ended

12 Months Ended

Sep. 30, 2022

Dec. 31, 2021

Earnings Per Share [Abstract]

Schedule of Potentially Dilutive Common Stock Excluded from Computation of Diluted Net Loss Per Share

The


	Nine Months Ended September 30,
	2022		2021

Options to purchase common stock		1,982,641		2,674,384
Earn-Out Shares		3,150,000		—
Convertible preferred stock (as converted to common stock)		342,754		10,643,403
Warrants to purchase common stock		11,041,332		—


	Year Ended December 31,
	2021		2020
Options to purchase common stock		2,689,935		—
Unvested incentive units		—		331,547
Convertible preferred stock (as converted to common stock)		10,643,403		—

Schedule of Calculation of Basic and Diluted Net Loss Per Share or Unit

The

following table sets forth the calculation of basic and diluted net loss per share or unit:


	Three Months Ended September 30,						Nine Months Ended September 30,
	2022			2021			2022			2021

Net loss available to common stockholders or unit holders—basic and diluted	$	(3,163,657	)	$	(913,700	)	$	(15,329,488	)	$	(3,427,675	)

Weighted-average number of common shares or units used in computing net loss per share or unit attributable to common stockholders or unit holders—basic and diluted		16,024,011			144,163			8,294,938			3,955,649

Net loss per share or unit attributable to common stockholders or unit holders—basic and diluted	$	(0.20	)	$	(6.34	)	$	(1.85	)	$	(0.87	)

The following table sets forth the calculation of basic and diluted net loss per share or unit:


	Year Ended December 31,
	2021			2020
Net loss available to common stockholders or members — basic and diluted	$	(5,451,778	)	$	(2,125,487	)

Weighted-average number of common shares or units used in computing net loss per share or unit attributable to common stockholders or unit holders—basic and diluted		3,012,603			8,521,250

Net loss per share or unit attributable to common stockholders or unit holders—basic and diluted	$	(1.81	)	$	(0.25	)

Net Loss per Share or Unit - Basic and Diluted - Schedule of Potentially Dilutive Common Stock Excluded from Computation of Diluted Net Loss Per Share (Details) - shares	9 Months Ended		12 Months Ended
	Sep. 30, 2022	Sep. 30, 2021	Dec. 31, 2021	Dec. 31, 2020
Share-Based Payment Arrangement, Option [Member]
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items]
Antidilutive securities excluded from computation of earnings per share, amount	1,982,641	2,674,384	2,689,935
Unvested Incentive Units [Member]
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items]
Antidilutive securities excluded from computation of earnings per share, amount	3,150,000			331,547
Convertible Debt Securities [Member]
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items]
Antidilutive securities excluded from computation of earnings per share, amount	342,754	10,643,403	10,643,403
Warrant [Member]
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items]
Antidilutive securities excluded from computation of earnings per share, amount	11,041,332

Convertible Preferred Stock - Schedule of Convertible Preferred Stock (Details) (Parenthetical) - USD ($)	3 Months Ended			12 Months Ended
	Jun. 30, 2022	Sep. 30, 2021	Jun. 30, 2021	Dec. 31, 2021
Temporary Equity [Line Items]
Share Issuance Costs	$ 7,500,000
Convertible Preferred Stock [Member]
Temporary Equity [Line Items]
Share Issuance Costs		$ 60,327	$ 60,327	$ 60,327