0000950170-23-062130 | 10-Q | XBRL Viewer | Comera Life Sciences Holdings INC

Fair Value of Financial Assets and Liabilities

9 Months Ended

Sep. 30, 2023

Fair Value of Financial Assets and Liabilities

3. 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, 2023 and December 31, 2022:


	Fair Value Measurements at September 30, 2023 Using:
	Level 1		Level 2		Level 3		Total
Liabilities:
Derivative warrant liabilities	$	—	$	37,266	$	—	$	37,266


	Fair Value Measurements at December 31, 2022 Using:
	Level 1		Level 2		Level 3		Total
Liabilities:
Derivative warrant liabilities	$	—	$	277,507	$	—	$	277,507

There were no assets for which fair value was required to be disclosed as of September 30, 2023 or December 31, 2022. Refer to Note 11 for details of the partial reclassification of Level 2 derivative warrant liabilities in May 2023.

- 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

Net Loss per Share - Basic and Diluted - Schedule of Calculation of Basic and Diluted Net Loss Per Share (Details) - USD ($)	3 Months Ended		9 Months Ended
	Sep. 30, 2023	Sep. 30, 2022	Sep. 30, 2023	Sep. 30, 2022
Earnings Per Share [Abstract]
Net loss attributable to common stockholders - basic and diluted	$ (2,239,179)	$ (3,163,657)	$ (6,304,799)	$ (15,329,488)
Weighted-average number of common shares used in computing net loss per share attributable to common stockholders - basic	23,113,051	16,024,011	20,448,666	8,294,938
Weighted-average number of common shares used in computing net loss per share attributable to common stockholders - diluted	23,113,051	16,024,011	20,448,666	8,294,938
Net loss per share attributable to common stockholders - basic	$ (0.1)	$ (0.2)	$ (0.31)	$ (1.85)
Net loss per share attributable to common stockholders - diluted	$ (0.1)	$ (0.2)	$ (0.31)	$ (1.85)

- 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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+ Details

- 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 (Additional Information) (Details) - USD ($)						3 Months Ended	9 Months Ended
	Aug. 08, 2023	Jul. 31, 2023	Jan. 04, 2023	Jan. 02, 2023	Aug. 31, 2022	Sep. 30, 2022	Sep. 30, 2023	Sep. 30, 2022	Dec. 31, 2022
Subsidiary, Sale of Stock [Line Items]
Proceeds from issuance of common stock							$ 49,158	$ 748,888
Common stock, shares authorized							150,000,000		150,000,000
Common stock, par value							$ 0.0001		$ 0.0001
Each common stock entitles voting right							one vote
Cash dividends							$ 0
Excercise price of warrants							$ 4.06		$ 11.5
Issuance of common stock in connection with common stock purchase agreement						$ 748,888
Common Stock
Subsidiary, Sale of Stock [Line Items]
Issuance of common stock in connection with common stock purchase agreement						$ 42
Purchase Agreement \| Arena Business Solutions Global SPC II, Ltd. \| Common Stock
Subsidiary, Sale of Stock [Line Items]
Number of common stock sold							37,230
Proceeds from issuance of common stock							$ 49,000
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					379,000
Weighted-average price							$ 1.32
Purchase Agreement \| Arena Business Solutions Global SPC II, Ltd. \| Common Stock \| Maximum
Subsidiary, Sale of Stock [Line Items]
Commitment amount					15,000,000
Obligated purchase amount					$ 15,000,000
2023 PIPE Purchase Agreement
Subsidiary, Sale of Stock [Line Items]
Net proceeds from issuance of common stock and warrants			$ 3,200,000
Deferred offering costs paid in cash							$ 361,000
Units issued				2,406,242
Price per unit				$ 1.48
July 2023 PIPE Financing
Subsidiary, Sale of Stock [Line Items]
Net proceeds from issuance of common stock and warrants		$ 3,800,000
Deferred offering costs paid in cash		$ 257,000
Excercise price of warrants		$ 0.6135
Issuance of common stock in connection with common stock purchase agreement		$ 4,100,000
Shares issued		7,960,867
Purchase price per share		$ 0.51125
Proceeds from January 2023 PIPE, net of issuance costs							$ 3,923,799
July 2023 PIPE Financing \| First Closing
Subsidiary, Sale of Stock [Line Items]
Number of common stock sold		4,399,016
Issuance of common stock and warrants in connection with common stock purchase agreement		$ 2,250,000
July 2023 PIPE Financing \| Second Closing
Subsidiary, Sale of Stock [Line Items]
Issuance of common stock and warrants in connection with common stock purchase agreement		$ 1,800,000
Sale and issuance of additional shares		3,561,851
July 2023 PIPE Financing \| Maximum
Subsidiary, Sale of Stock [Line Items]
Number of warrants purchased		19,902,191
July 2023 PIPE Financing \| Maximum \| First Closing
Subsidiary, Sale of Stock [Line Items]
Number of warrants purchased		10,997,550
July 2023 PIPE Financing \| Maximum \| Second Closing
Subsidiary, Sale of Stock [Line Items]
Additional warrants purchased		8,904,641
July 2023 Subscription Agreement \| Third Party Vendor
Subsidiary, Sale of Stock [Line Items]
Proceeds from issuance of common stock	$ 300,000	$ 300,000
Purchase price per share	$ 0.6002	$ 0.6135
Number of shares issued and sold	471,791
2023 Subscription Agreements \| Third Party Vendor
Subsidiary, Sale of Stock [Line Items]
Number of shares issued and sold		471,791
2023 Private Placement Warrant
Subsidiary, Sale of Stock [Line Items]
Excercise price of warrants				$ 1.23
Issuance of common stock and warrants in connection with common stock purchase agreement				$ 3,600,000
Price per unit				$ 0.25

Basis of Presentation and Significant Accounting Policies - Additional Information (Details) - USD ($)	3 Months Ended						9 Months Ended
	Sep. 30, 2023	Jun. 30, 2023	Mar. 31, 2023	Sep. 30, 2022	Jun. 30, 2022	Mar. 31, 2022	Sep. 30, 2023	Sep. 30, 2022	Dec. 31, 2022	Dec. 31, 2021
Product Information [Line Items]
Net loss	$ 2,153,711	$ 1,411,620	$ 2,481,312	$ 3,076,841	$ 9,085,268	$ 2,879,395	$ 6,046,643	$ 15,041,504
Accumulated deficit	40,950,566						40,950,566		$ 34,903,923
Cash and cash equivalents on hand	1,767,870			2,669,354			1,767,870	2,669,354	446,607
Cash, cash equivalents and restricted cash on hand	$ 1,817,870			$ 2,719,354			$ 1,817,870	$ 2,719,354	$ 2,002,232	$ 6,560,140
Common stock, par value	$ 0.0001						$ 0.0001		$ 0.0001

- Definition

The consolidated profit or loss for the period, net of income taxes, including the portion attributable to the noncontrolling interest.

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-Paragraph 1B
-Subparagraph (SX 210.13-02(a)(4)(iii)(A))
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147480097/470-10-S99-1B

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-Paragraph 1B
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-Paragraph 30
-Subparagraph (b)
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-Name Accounting Standards Codification
-Section S99
-Paragraph 1
-Subparagraph (SX 210.9-05(b)(2))
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-Name Accounting Standards Codification
-Section 50
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-Publisher FASB
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-URI https://asc.fasb.org//1943274/2147481203/810-10-50-1A

+ Details

- Definition

Amount of accumulated undistributed earnings (deficit).

+ References + Details

Property and Equipment, Net

9 Months Ended

Sep. 30, 2023

Property, Plant and Equipment [Abstract]

Property and Equipment, Net

5. Property and Equipment, Net

Property and equipment, net consisted of the following:


	September 30, 2023			December 31, 2022
Lab equipment	$	676,010		$	587,650
Leasehold improvements		36,149			36,149
Computer equipment		35,002			32,178
Other equipment		9,411			9,411
Construction in progress		2,825			88,359
		759,397			753,747
Less accumulated depreciation		(572,659	)		(496,561	)
Property and equipment, net	$	186,738		$	257,186

Depreciation expense for the three months ended September 30, 2023 and 2022 was $23 thousand and $24 thousand, respectively.

Depreciation expense for the nine months ended September 30, 2023 and 2022 was $76 thousand and $70 thousand, respectively.

Income Taxes (Additional Information) (Details) - USD ($)	3 Months Ended		9 Months Ended
	Sep. 30, 2023	Sep. 30, 2022	Sep. 30, 2023	Sep. 30, 2022
Income Tax Disclosure [Abstract]
Income tax expense	$ 0	$ 0	$ 0	$ 0

- Definition

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

+ References + Details

Basis of Presentation and Significant Accounting Policies	9 Months Ended
	Sep. 30, 2023
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 GAAP 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 the Company’s consolidated financial statements and related notes for the years ended December 31, 2022 and 2021 included in the Form 10-K filed with the SEC on March 17, 2023 (the “2022 Annual Report”). The financial information as of September 30, 2023, and for the three and nine months ended September 30, 2023 and 2022, 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, 2022 was derived from audited consolidated 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. 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 September 30, 2023, the Company has funded its operations primarily with proceeds from the issuance of equity instruments and convertible notes. The Company has incurred recurring losses since its inception, including a net loss of $6.0 million and $15.0 million for the nine months ended September 30, 2023 and 2022, respectively. In addition, as of September 30, 2023, the Company had an accumulated deficit of $41.0 million. The Company expects to continue to incur 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 its cash, cash equivalents, and restricted cash on hand as of September 30, 2023 of $1.8 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 its 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. 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 condensed consolidated financial statements include, but are not limited to, the valuation of earn-out shares and revenue recognition. 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, Basis of Presentation and Significant Accounting Policies, of the consolidated financial statements included in the 2022 Annual Report. During the three and nine months ended September 30, 2023 the Company did not make any changes to its significant accounting policies. 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.

Prepaid Expenses and Other Current Assets - Summary of Prepaid Expenses and Other Current Assets (Details) - USD ($)	Sep. 30, 2023	Dec. 31, 2022
Deferred Costs, Capitalized, Prepaid, and Other Assets Disclosure [Abstract]
Prepaid insurance	$ 706,673	$ 913,611
Contract assets	100,000
Other	55,953	72,888
Prepaid expenses and other current assets	$ 862,626	$ 986,499

Consolidated Statements of Convertible Preferred Stock and Stockholders' Deficit (Unaudited) (Parenthetical)	3 Months Ended
	Jun. 30, 2022 USD ($)
Share issuance costs	$ 7,500,000
Series A Convertible Preferred Stock
Share issuance costs	$ 161,535

Concentrations of Risk (Additional Information) (Details) - Customer Concentration Risk - Customer - Customer	9 Months Ended		12 Months Ended
	Sep. 30, 2023	Sep. 30, 2022	Dec. 31, 2022
Revenue and Accounts Payable
Concentration Risk [Line Items]
Number of customer	1
Accounts Receivable
Concentration Risk [Line Items]
Number of customer			1
Revenue
Concentration Risk [Line Items]
Concentration risk		97.00%
Number of customer		2

Prepaid Expenses and Other Current Assets

9 Months Ended

Sep. 30, 2023

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

Prepaid Expenses and Other Current Assets

4. Prepaid Expenses and Other Current Assets

Prepaid expenses and other current assets consisted of the following:


	September 30, 2023		December 31, 2022
Prepaid insurance	$	706,673	$	913,611
Contract assets		100,000		—
Other		55,953		72,888
Prepaid expenses and other current assets	$	862,626	$	986,499

Accrued Expenses and Other Current Liabilities

9 Months Ended

Sep. 30, 2023

Payables and Accruals [Abstract]

Accrued Expenses and Other Current Liabilities

6. Accrued Expenses and Other Current Liabilities

Accrued expenses and other current liabilities consisted of the following:


	September 30, 2023		December 31, 2022
Accrued bonus	$	412,005	$	767,093
Professional fees		506,898		282,454
Accrued compensation		88,189		—
Accrued vacation		25,972		21,194
Other		193,065		225,023
Accrued expenses and other current liabilities	$	1,226,129	$	1,295,764

Consolidated Balance sheets (Unaudited) (Parenthetical) - $ / shares	Sep. 30, 2023	Dec. 31, 2022
Common stock, par value	$ 0.0001	$ 0.0001
Common stock, shares authorized	150,000,000	150,000,000
Common Stock, Shares, Issued	30,737,796	16,709,221
Common Stock, Shares, Outstanding	30,737,796	16,709,221
Convertible preferred stock, par value	$ 0.0001
Convertible preferred stock, shares authorized	1,000,000	1,000,000
Series A Convertible Preferred Stock
Convertible preferred stock, par value	$ 0.0001	$ 0.0001
Convertible preferred stock, shares authorized	3,895.53	4,305
Convertible preferred stock, shares issued	3,895.53	4,305
Convertible preferred stock, shares outstanding	3,895.53	4,305

Convertible Preferred Stock (Tables)

9 Months Ended

Sep. 30, 2023

Temporary Equity Disclosure [Abstract]

Schedule of Convertible Preferred Stock

Convertible preferred stock consisted of the following as of September 30, 2023:


	Par Value		Shares Authorized		Shares Issued and Outstanding		Carrying Value		Liquidation Preference		Common Stock Issuable Upon Conversion
Series A Preferred Stock	$	0.0001		3,895.53		3,895.53	$	4,322,866	$	4,322,866		310,153

Common Stock Warrants (Tables)

9 Months Ended

Sep. 30, 2023

Warrants and Rights Note Disclosure [Abstract]

Summary of Warrants Outstanding and Exercisable

The following represents a summary of the warrants outstanding and exercisable at September 30, 2023:


						Number of Shares Underlying Warrants

Description	Issue Date	Classification	Exercise Price		Expiration Date	Outstanding Shares		Exercisable Shares
2020 Private Placement Warrants	Nov 17, 2020	Liability	$	11.50	May 19, 2027		1,719,212		1,719,212
Public Warrants	Nov 17, 2020	Equity	$	11.50	May 19, 2027		9,322,120		9,322,120
January 2023 PIPE Warrants	Jan 4, 2023	Equity	$	1.23	Jan 4, 2028		4,812,484		4,812,484
July 2023 PIPE Warrants First Closing	July 31, 2023	Equity	$	0.61	Jul 31, 2028		10,997,550		—
July 2023 PIPE Warrants Second Closing	Sep 11, 2023	Equity	$	0.61	Sep 11, 2028		8,904,641		8,904,641
							35,756,007		24,758,457

Summarizes Warrant Activity

The following table summarizes warrant activity for the nine months ended September 30, 2023:



	Number of Common Warrants		Weighted Average Exercise Price		Weighted Average Remaining Contractual Term (Years)		Aggregate Intrinsic Value
Outstanding as of December 31, 2022		11,041,332	$	11.50		4.38	$	—
Warrants issued		24,714,675	$	0.73		4.77	$	—
Outstanding as of September 30, 2023		35,756,007	$	4.06		4.42	$	—

Consolidated Statements of Cash Flows (Unaudited) - USD ($)	3 Months Ended		9 Months Ended
	Sep. 30, 2023	Sep. 30, 2022	Sep. 30, 2023	Sep. 30, 2022
Cash flows from operating activities:
Net loss	$ (2,153,711)	$ (3,076,841)	$ (6,046,643)	$ (15,041,504)
Adjustments to reconcile net loss to net cash used in operating activities:
Stock-based compensation expense	267,560	127,690	847,294	226,985
Depreciation expense	23,000	24,000	76,098	70,184
Noncash lease expense			4,224	1,765
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	(9,325)	(500,327)	(108,678)	(1,954,767)
Changes in operating assets and liabilities:
Accounts receivable			34,320	(293,821)
Prepaid expenses and other current assets			771,672	460,895
Due from related parties				286
Accounts payable			(245,796)	1,019,751
Accrued expenses and other current liabilities			(1,510)	380,401
Security deposits				(11,000)
Deferred revenue			(144,280)
Net cash used in operating activities			(4,813,299)	(7,924,004)
Cash flows from investing activities:
Purchases of property and equipment			(94,009)	(28,607)
Net cash flows used in investing activities			(94,009)	(28,607)
Cash flows from financing activities:
Proceeds from vendor subscription agreements			288,337
Net proceeds from Transaction and Maxim Private Placement				3,307,162
Proceeds from the Arena Purchase Agreement			49,158	748,888
Redemption of convertible preferred stock			(453,000)
Repayment of insurance premium financing			(713,489)	(604,876)
Proceeds from exercise of public warrants				1,150
Proceeds from exercise of stock options			1,443	659,501
Net cash provided by financing activities			4,722,946	4,111,825
Net decrease in cash, cash equivalents and restricted cash			(184,362)	(3,840,786)
Cash, cash equivalents and restricted cash at beginning of period			2,002,232	6,560,140
Cash, cash equivalents, and restricted cash at end of period	1,817,870	2,719,354	1,817,870	2,719,354
Supplemental information:
Cash and cash equivalents	1,767,870	2,669,354	1,767,870	2,669,354
Restricted cash	50,000	50,000	50,000	50,000
Total cash, cash equivalents, and restricted cash shown in statements of cash flows	$ 1,817,870	$ 2,719,354	1,817,870	2,719,354
Supplemental disclosure of noncash investing and financing activities:
Stock issuance costs in accounts payable and accrued expenses and other current liabilities			110,757
Acquisition of right-of-use asset				162,634
Conversion of convertible preferred stock into common stock				20,857,453
Financing of insurance premiums			647,799	1,516,000
Issuance of common stock to settle stock issuance costs				3,443,750
Issuance of common stock in exchange for services by the Company's Board of Directors			68,125
Issuance of Series A preferred stock to settle stock issuance costs				910,000
Accretion on convertible preferred stock			258,156	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
January 2023 PIPE Financing
Cash flows from financing activities:
Proceeds from PIPE, net of issuance costs			1,626,698
July 2023 PIPE Financing
Cash flows from financing activities:
Proceeds from PIPE, net of issuance costs			$ 3,923,799

Convertible Preferred Stock

9 Months Ended

Sep. 30, 2023

Temporary Equity Disclosure [Abstract]

Convertible Preferred Stock

8. Convertible Preferred Stock

As of September 30, 2023, 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 (the "Certificate of Designation") was filed to designate and authorize the issuance of up to 4,305 shares of Series A Convertible Perpetual Preferred Stock, par value $0.0001 per share (“Series A Preferred Stock”).

Convertible preferred stock consisted of the following as of September 30, 2023:


	Par Value		Shares Authorized		Shares Issued and Outstanding		Carrying Value		Liquidation Preference		Common Stock Issuable Upon Conversion
Series A Preferred Stock	$	0.0001		3,895.53		3,895.53	$	4,322,866	$	4,322,866		310,153

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 and Release Agreement (“Settlement Agreement”) in settlement of $4.3 million of advisory fees owed to Maxim Group LLC (“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.

On September 13, 2023, the Company notified Maxim that the completion of the Subsequent Closing of the July 2023 PIPE (as defined below) on September 11, 2023, combined with prior Equity Financings (as defined in the Certificate of Designation) constituted a Qualifying Financing Event (as defined in the Certificate of Designation) and that the Company determined the Qualifying Financing Proceeds (as defined in the Certificate of Designation) were equal to $453 thousand. On September 19, 2023, at Maxim’s election and direction, the Company used such Qualifying Financing Proceeds to redeem 409.47 shares of the Series A Preferred Stock. Refer to Note 9 for additional details of the July 2023 PIPE.

The holders of Series A Preferred Stock are 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”), having commenced on and included July 1, 2022, which dividends must 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 will 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, 2023, no cash dividends have been declared or paid (though the redemption price for the 409.47 shares redeemed on September 19, 2023 included the accrued and unpaid dividends on such shares) and the Company has $427 thousand of cumulative dividends in arrears.

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 $85 thousand and $258 thousand during the three and nine months ended September 30, 2023, respectively, which is considered a deemed dividend.

Common Stock (Tables)

9 Months Ended

Sep. 30, 2023

Stockholders' Equity Note [Abstract]

Schedule of common stock reserved for future issuance

As of September 30, 2023, the Company has reserved the following shares of common stock for future issuance:


Exercise of outstanding stock options			4,556,552
Available for issuance under equity compensation plans			1,445,210
Exercise of outstanding common stock warrants			35,756,007
Conversion of Series A Preferred Stock			930,459
Reserved for issuance pursuant to the Arena Purchase Agreement			4,204,644
Total shares of authorized common stock reserved for future issuance			46,892,872

Net Loss per Share - Basic and Diluted (Tables)

9 Months Ended

Sep. 30, 2023

Earnings Per Share [Abstract]

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

The following potentially dilutive common stock instruments presented based on amounts outstanding at each period end, were excluded from the computation of diluted net loss per share because including them would have had an antidilutive effect:


	Nine months ended September 30,
	2023		2022
Options to purchase common stock		4,556,552		1,982,641
Earn-Out Shares		3,150,000		3,150,000
Convertible preferred stock (as converted to common stock)		310,153		342,754
Warrants to purchase common stock		35,756,007		11,041,432

Schedule of Calculation of Basic and Diluted Net Loss Per Share

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


	Three Months Ended September 30,						Nine Months Ended September 30,
	2023			2022			2023			2022
Net loss attributable to common stockholders — basic and diluted	$	(2,239,179	)	$	(3,163,657	)	$	(6,304,799	)	$	(15,329,488	)
Weighted-average number of common shares used in computing net loss per share attributable to common stockholders —basic and diluted		23,113,051			16,024,011			20,448,666			8,294,938
Net loss per share attributable to common stockholders — basic and diluted	$	(0.10	)	$	(0.20	)	$	(0.31	)	$	(1.85	)

Document and Entity Information - shares	9 Months Ended
Document and Entity Information - shares	Sep. 30, 2023	Nov. 08, 2023
Document Information [Line Items]
Document Type	10-Q
Amendment Flag	false
Document Period End Date	Sep. 30, 2023
Document Fiscal Year Focus	2023
Document Fiscal Period Focus	Q3
Document Quarterly Report	true
Document Transition Report	false
Entity File Number	1-41403
Entity Registrant Name	Comera Life Sciences Holdings, Inc.
Entity Central Index Key	0001907685
Entity Incorporation, State or Country Code	DE
Entity Tax Identification Number	87-4706968
Entity Address, Address Line One	12 Gill Street
Entity Address, Address Line Two	Suite 4650
Entity Address, City or Town	Woburn
Entity Address, Postal Zip Code	01801
Entity Address, State or Province	MA
City Area Code	617
Local Phone Number	871-2101
Entity Current Reporting Status	Yes
Entity Interactive Data Current	Yes
Current Fiscal Year End Date	--12-31
Entity Filer Category	Non-accelerated Filer
Entity Common Stock, Shares Outstanding		30,737,796
Entity Small Business	true
Entity Emerging Growth Company	true
Entity Ex Transition Period	false
Entity Shell Company	false
Common Stock
Document Information [Line Items]
Title of 12(b) Security	Common Stock
Trading Symbol	CMRA
Security Exchange Name	NASDAQ
Warrants
Document Information [Line Items]
Title of 12(b) Security	Warrants
Trading Symbol	CMRAW
Security Exchange Name	NASDAQ

Commitments and Contingencies

9 Months Ended

Sep. 30, 2023

Commitments and Contingencies Disclosure [Abstract]

Commitments and Contingencies

15. Commitments and Contingencies

Leases

On March 8, 2018, the Company entered into a non-cancelable operating lease agreement for office and laboratory space in Woburn, Massachusetts. On March 10, 2021, the Company extended the lease agreement through June 30, 2024 with monthly payments of $12 thousand, subject to annual increases in January based on changes in the consumer price index. 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 aggregate monthly payments of $18 thousand, subject to annual increases 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, 2023, are as follows:


	Operating Leases
Maturity of lease liabilities
2023	$	54,386
2024		123,077
Total lease liabilities		177,463
Less imputed interest		(5,867	)
Present value of operating lease liability as of September 30, 2023	$	171,596
Reported as of September 30, 2023
Lease liabilities — current	$	171,596
Lease liabilities — noncurrent		—
	$	171,596

As the Company’s lease agreements do not state 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, 2023 is 8.0%. The weighted-average lease term as of September 30, 2023 is 0.8 years. During the nine months ended September 30, 2023 and 2022 operating cash flows used for operating leases was $163 thousand and $142 thousand, respectively. During the nine months ended September 30, 2023 and 2022, lease cost was $167 thousand and $145 thousand, respectively.

Amounts included in restricted cash as of September 30, 2023 and December 31, 2022 included $50 thousand 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, 2023, 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, 2023, the Company had not experienced any losses related to these indemnification agreements and no material claims were outstanding.

Fair Value of Financial Assets and Liabilities - Schedule of Fair Value Hierarchy for Liabilities, Measured at Fair Value on a Recurring Basis (Details) - Recurring - Derivative Warrant Liabilities - USD ($)	Sep. 30, 2023	Dec. 31, 2022
Fair Value, Balance Sheet Grouping, Financial Statement Captions [Line Items]
Liabilities	$ 37,266	$ 277,507
Level 2
Fair Value, Balance Sheet Grouping, Financial Statement Captions [Line Items]
Liabilities	$ 37,266	$ 277,507

Common Stock

9 Months Ended

Sep. 30, 2023

Stockholders' Equity Note [Abstract]

Common Stock

9. Common Stock

As of September 30, 2023, the authorized capital stock of the Company included 150,000,000 shares of common stock, $0.0001 par value per share. 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.

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 of directors, if any, subject to the preferential dividend rights of the preferred stock. Through September 30, 2023, no cash dividends have been declared or paid, outside of the Maxim redemption described in Note 8.

As of September 30, 2023, the Company has reserved the following shares of common stock for future issuance:


Exercise of outstanding stock options			4,556,552
Available for issuance under equity compensation plans			1,445,210
Exercise of outstanding common stock warrants			35,756,007
Conversion of Series A Preferred Stock			930,459
Reserved for issuance pursuant to the Arena Purchase Agreement			4,204,644
Total shares of authorized common stock reserved for future issuance			46,892,872

July 2023 PIPE

On July 31, 2023, the Company entered into a securities purchase agreement (the “July 2023 PIPE Purchase Agreement,” and the transactions contemplated thereby, the “July 2023 PIPE”) with certain purchasers (“the July Purchasers” and each, a " July Purchaser"), pursuant to which the Company agreed to issue and sell to the July Purchasers in the July 2023 PIPE an aggregate of 7,960,867 shares (the "Shares") of the Company's common stock at a purchase price of $0.51125 per Share and accompanying warrants to purchase up to 19,902,191 shares of common stock (the "Warrant Shares") at an exercise price of $0.6135 per Warrant Share, for an aggregate purchase price of approximately $4.1 million.

The July 2023 PIPE was consummated in two separate closings. The first closing, which was subject to customary representations and warranties and closing conditions, was executed on July 31, 2023 (the “First Closing”) and the Company sold an aggregate of 4,399,016 Shares and accompanying warrants to purchase up to 10,997,550 Warrant Shares for gross proceeds of $2.25 million. The second closing included the sale and issuance of an additional 3,561,851 Shares and warrants to purchase up to an additional 8,904,641 Warrant Shares (the “Subsequent Closing”) for gross proceeds of $1.8 million. The Subsequent Closing was conditioned upon, among other customary closing conditions, receipt of stockholder approval of the July 2023 PIPE, which was obtained at the Company’s annual stockholder meeting held on August 31, 2023. The private placement closed on September 11, 2023 upon the receipt of the remaining funds in the Subsequent Closing.

The July 2023 PIPE resulted in net proceeds of $3.8 million, after deducting offering costs of $257 thousand.

Vendor Subscription Agreements

On July 31, 2023 and August 8, 2023, the Company entered into subscription agreements with two third-party vendors pursuant to which it issued and sold a total of 471,791 shares of the Company’s common stock to the third-party vendors as partial consideration for services rendered, at a purchase price equal to $0.6135 per share for one vendor and $0.6002 per share for the other vendor, for an aggregate purchase price of approximately $0.3 million.

January 2023 PIPE

On January 2, 2023, the Company entered into a securities purchase agreement (the “Securities Purchase Agreement”) with a select group of existing shareholders and members of the Company's board of directors (the “January Purchasers”), pursuant to which the Company agreed to issue and sell to the January Purchasers in a private placement (the “January 2023 PIPE”) an aggregate of 2,406,242 units (collectively, the “Units”), each Unit consisting of (i) one share of common stock, and (ii) one warrant (the “January 2023 PIPE Warrants”) to purchase two shares of common stock (the “Warrant Shares”) at an exercise price of $1.23 per Warrant Share, for an aggregate purchase price of approximately $3.6 million, consisting of $1.48 per Unit, inclusive of $0.25 per 2023 PIPE Warrant. The the January 2023 PIPE closed on January 4, 2023, resulting in net proceeds of $3.2 million, after deducting offering costs of $361 thousand.

Common Stock Purchase Agreement

On August 31, 2022, the Company entered into a purchase agreement (the “Arena 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 Arena 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 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 Arena 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 volume weighted average price (“VWAP”) of the Company’s common stock immediately preceding the time of sale as computed under the Arena 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 $379 thousand of other issuance costs related to the Purchase Agreement were recognized as a loss within other expense, net in the year ended December 31, 2022.

During the nine months ended September 30, 2023, the Company sold 37,230 shares of common stock at a weighted-average price of $1.32 per share, resulting in net proceeds of $49 thousand.

- Definition

The entire disclosure for equity.

+ References

Reference 1: http://www.xbrl.org/2003/role/disclosureRef
-Topic 505
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-Name Accounting Standards Codification
-Section 50
-Paragraph 13
-Subparagraph (b)
-Publisher FASB
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Reference 2: http://www.xbrl.org/2003/role/disclosureRef
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Reference 3: http://www.xbrl.org/2003/role/disclosureRef
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Reference 4: http://www.xbrl.org/2003/role/disclosureRef
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Reference 5: http://www.xbrl.org/2003/role/disclosureRef
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Reference 6: http://www.xbrl.org/2003/role/disclosureRef
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Reference 7: http://www.xbrl.org/2003/role/disclosureRef
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Reference 8: http://www.xbrl.org/2003/role/disclosureRef
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Reference 9: http://www.xbrl.org/2003/role/disclosureRef
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-Paragraph 1
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Reference 10: http://fasb.org/us-gaap/role/ref/legacyRef
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-URI https://asc.fasb.org//505/tableOfContent

Reference 11: http://www.xbrl.org/2003/role/disclosureRef
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Reference 19: http://www.xbrl.org/2003/role/disclosureRef
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+ Details

Subsequent Events - (Additional Information) (Details) - Subsequent Event $ / shares in Units, $ in Millions	Oct. 31, 2023 USD ($) $ / shares
Subsequent Event [Line Items]
Minimum bid price requirement for continued listing in market \| $ / shares	$ 1
Compliance period to regain market value standard from date of notice	180 days
Number of consecutive trading days prior to the continued listing considered for market value requirement	30 days
Minimum market value requirement for continued listing \| $	$ 35

Common Stock Warrants

9 Months Ended

Sep. 30, 2023

Warrants and Rights Note Disclosure [Abstract]

Common Stock Warrants

11. Common Stock Warrants

During the nine months ended September 30, 2023, there were 24,714,675 warrants issued. There were no warrants exercised or expired.

The following represents a summary of the warrants outstanding and exercisable at September 30, 2023:


						Number of Shares Underlying Warrants

Description	Issue Date	Classification	Exercise Price		Expiration Date	Outstanding Shares		Exercisable Shares
2020 Private Placement Warrants	Nov 17, 2020	Liability	$	11.50	May 19, 2027		1,719,212		1,719,212
Public Warrants	Nov 17, 2020	Equity	$	11.50	May 19, 2027		9,322,120		9,322,120
January 2023 PIPE Warrants	Jan 4, 2023	Equity	$	1.23	Jan 4, 2028		4,812,484		4,812,484
July 2023 PIPE Warrants First Closing	July 31, 2023	Equity	$	0.61	Jul 31, 2028		10,997,550		—
July 2023 PIPE Warrants Second Closing	Sep 11, 2023	Equity	$	0.61	Sep 11, 2028		8,904,641		8,904,641
							35,756,007		24,758,457

The following table summarizes warrant activity for the nine months ended September 30, 2023:



	Number of Common Warrants		Weighted Average Exercise Price		Weighted Average Remaining Contractual Term (Years)		Aggregate Intrinsic Value
Outstanding as of December 31, 2022		11,041,332	$	11.50		4.38	$	—
Warrants issued		24,714,675	$	0.73		4.77	$	—
Outstanding as of September 30, 2023		35,756,007	$	4.06		4.42	$	—

The Company’s freestanding warrant instruments consist of private placement warrants to purchase shares of common stock (the “2020 Private Placement Warrants”) and public warrants to purchase shares of common stock (the “Public Warrants”) that were assumed as part of the Transaction. A portion of the 2020 Private Placement Warrants, which were previously accounted for as derivative warrant liabilities, were reclassified as Public Warrants and are now freely tradeable as a result of transfers from the original warrant holders within the sponsor group and the lockup period restriction expiring in May 2023. The Company also issued the January 2023 PIPE Warrants and the July 2023 PIPE Warrants in connection with the January 2023 PIPE and July 2023 PIPE, respectively. The January 2023 PIPE Warrants are considered freestanding instruments and are immediately exercisable for two shares of the Company's common stock at an exercise price of $1.23 per Warrant Share for an aggregate of 4,812,484 Warrant Shares. The July 2023 PIPE Warrants are considered freestanding instruments and are exercisable for a share of the Company's common stock at an exercise price of $0.6135 per Warrant Share for an aggregate of 19,902,191 Warrant Shares. Of the July 2023 PIPE Warrants, those from the First Closing are exercisable six months after the First Closing, while those from the Subsequent Closing are immediately exercisable. Both the January 2023 and July 2023 PIPE Warrants are indexed to the Company's common stock and meet the equity classification criteria.

Stock-Based Compensation (Tables)

9 Months Ended

Sep. 30, 2023

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

Summary of Stock Option Activity

The following table summarizes the Company’s stock option activity for the nine months ended September 30, 2023:


	Number of Options			Weighted- Average Exercise Price		Weighted- Average Remaining Contractual Term (Years)		Aggregate Intrinsic Value (in thousands)
Outstanding as of December 31, 2022		2,152,641		$	1.67			$	748
Granted		2,481,131			0.56
Exercised		(2,445	)		0.59
Cancelled or forfeited		(74,775	)		0.94
Outstanding as of September 30, 2023		4,556,552		$	1.08		9.1	$	—
Exercisable as of September 30, 2023		1,616,053		$	1.00		8.7	$	—

Summary of Stock-based Compensation Expense

Stock-based compensation expense was allocated as follows:


	Three Months Ended September 30,				Nine months ended September 30,
	2023		2022		2023		2022
Cost of revenue	$	985	$	484	$	4,045	$	1,409
Research and development		7,055		2,670		19,905		7,681
General and administrative		259,520		124,536		823,344		217,895
Total stock-based compensation	$	267,560	$	127,690	$	847,294	$	226,985

- Definition

Line items represent financial concepts included in a table. These concepts are used to disclose reportable information associated with domain members defined in one or many axes to the table.

+ References

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Reference 24: http://www.xbrl.org/2003/role/disclosureRef
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Reference 25: http://www.xbrl.org/2003/role/disclosureRef
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Reference 26: http://www.xbrl.org/2003/role/disclosureRef
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Reference 27: http://www.xbrl.org/2003/role/disclosureRef
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Reference 28: http://www.xbrl.org/2003/role/disclosureRef
-Topic 718
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-URI https://asc.fasb.org//1943274/2147480429/718-10-50-2

+ Details

Basis of Presentation and Significant Accounting Policies (Policies)	9 Months Ended
	Sep. 30, 2023
Organization, Consolidation and Presentation of Financial Statements [Abstract]
Basis of Presentation	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 GAAP 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 the Company’s consolidated financial statements and related notes for the years ended December 31, 2022 and 2021 included in the Form 10-K filed with the SEC on March 17, 2023 (the “2022 Annual Report”). The financial information as of September 30, 2023, and for the three and nine months ended September 30, 2023 and 2022, 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, 2022 was derived from audited consolidated 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.
Risks and Uncertainties	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 September 30, 2023, the Company has funded its operations primarily with proceeds from the issuance of equity instruments and convertible notes. The Company has incurred recurring losses since its inception, including a net loss of $6.0 million and $15.0 million for the nine months ended September 30, 2023 and 2022, respectively. In addition, as of September 30, 2023, the Company had an accumulated deficit of $41.0 million. The Company expects to continue to incur 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 its cash, cash equivalents, and restricted cash on hand as of September 30, 2023 of $1.8 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 its 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.
Use of Estimates	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 condensed consolidated financial statements include, but are not limited to, the valuation of earn-out shares and revenue recognition. 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	Summary of Significant Accounting Policies The significant accounting policies of the Company are set forth in Note 2, Basis of Presentation and Significant Accounting Policies, of the consolidated financial statements included in the 2022 Annual Report. During the three and nine months ended September 30, 2023 the Company did not make any changes to its significant accounting policies.
Recently Issued Accounting Pronouncements	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.

Fair Value of Financial Assets and Liabilities (Tables)

9 Months Ended

Sep. 30, 2023

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, 2023 and December 31, 2022:


	Fair Value Measurements at September 30, 2023 Using:
	Level 1		Level 2		Level 3		Total
Liabilities:
Derivative warrant liabilities	$	—	$	37,266	$	—	$	37,266


	Fair Value Measurements at December 31, 2022 Using:
	Level 1		Level 2		Level 3		Total
Liabilities:
Derivative warrant liabilities	$	—	$	277,507	$	—	$	277,507

Legacy Comera Convertible Preferred Stock

9 Months Ended

Sep. 30, 2023

Temporary Equity [Line Items]

Convertible Preferred Stock

8. Convertible Preferred Stock

Convertible preferred stock consisted of the following as of September 30, 2023:


	Par Value		Shares Authorized		Shares Issued and Outstanding		Carrying Value		Liquidation Preference		Common Stock Issuable Upon Conversion
Series A Preferred Stock	$	0.0001		3,895.53		3,895.53	$	4,322,866	$	4,322,866		310,153

Organization

9 Months Ended

Sep. 30, 2023

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 pre-clinical 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.

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 Legacy Comera as issuing equity for the net assets of OTR, with no goodwill or intangible assets recorded.

Stock-Based Compensation - Summary of Stock-based Compensation Expense (Details) - USD ($)	3 Months Ended		9 Months Ended
	Sep. 30, 2023	Sep. 30, 2022	Sep. 30, 2023	Sep. 30, 2022
Stock-based compensation expense
Stock-based compensation expense	$ 267,560	$ 127,690	$ 847,294	$ 226,985
Cost of Revenue
Stock-based compensation expense
Stock-based compensation expense	985	484	4,045	1,409
Research and Development
Stock-based compensation expense
Stock-based compensation expense	7,055	2,670	19,905	7,681
General and Administrative
Stock-based compensation expense
Stock-based compensation expense	$ 259,520	$ 124,536	$ 823,344	$ 217,895

Insurance Premium Financing (Additional Information) (Details) - USD ($)	1 Months Ended
	May 31, 2023	May 31, 2022	Sep. 30, 2023	Dec. 31, 2022
Debt Instrument [Line Items]
Outstanding balance			$ 389,872	$ 455,562
Finance Agreement \| First Insurance Funding
Debt Instrument [Line Items]
Amount financed	$ 648,000	$ 1,500,000
Interest rate	7.30%	4.00%
Frequency of periodic payment	monthly	monthly
Monthly payment	$ 67,000	$ 154,000
Maturity date	Apr. 30, 2024	Mar. 31, 2023
Outstanding balance			$ 390,000

- Definition

Line items represent financial concepts included in a table. These concepts are used to disclose reportable information associated with domain members defined in one or many axes to the table.

+ References

Reference 1: http://www.xbrl.org/2003/role/disclosureRef
-Topic 835
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-Name Accounting Standards Codification
-Section 50
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Reference 2: http://www.xbrl.org/2009/role/commonPracticeRef
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Reference 3: http://www.xbrl.org/2003/role/disclosureRef
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Reference 4: http://www.xbrl.org/2003/role/disclosureRef
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Reference 5: http://www.xbrl.org/2003/role/exampleRef
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Reference 7: http://www.xbrl.org/2003/role/exampleRef
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Reference 8: http://www.xbrl.org/2003/role/exampleRef
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Reference 9: http://www.xbrl.org/2003/role/disclosureRef
-Topic 470
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Reference 10: http://www.xbrl.org/2003/role/disclosureRef
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Reference 13: http://www.xbrl.org/2003/role/disclosureRef
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-Name Accounting Standards Codification
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Reference 14: http://www.xbrl.org/2003/role/disclosureRef
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Reference 16: http://www.xbrl.org/2003/role/disclosureRef
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Reference 17: http://www.xbrl.org/2003/role/disclosureRef
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Reference 19: http://www.xbrl.org/2003/role/disclosureRef
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+ Details

Property and Equipment, Net - Schedule of Property and Equipment, Net (Details) - USD ($)	Sep. 30, 2023	Dec. 31, 2022
Property, Plant and Equipment [Line Items]
Property and equipment, gross	$ 759,397	$ 753,747
Less accumulated depreciation	(572,659)	(496,561)
Property and equipment, net	186,738	257,186
Lab Equipment
Property, Plant and Equipment [Line Items]
Property and equipment, gross	676,010	587,650
Leasehold Improvements
Property, Plant and Equipment [Line Items]
Property and equipment, gross	36,149	36,149
Computer Equipment
Property, Plant and Equipment [Line Items]
Property and equipment, gross	35,002	32,178
Other Equipment
Property, Plant and Equipment [Line Items]
Property and equipment, gross	9,411	9,411
Construction In Progress
Property, Plant and Equipment [Line Items]
Property and equipment, gross	$ 2,825	$ 88,359

Common Stock - Schedule of Common Stock Reserved for Future Issuance (Details) - shares	Sep. 30, 2023	Dec. 31, 2022
Equity [Abstract]
Exercise of outstanding stock options	4,556,552	2,152,641
Available for issuance under equity compensation plans	1,445,210
Exercise of outstanding common stock warrants	35,756,007	11,041,332
Conversion of Series A Preferred Stock	930,459
Reserved for issuance pursuant to the Arena Purchase Agreement	4,204,644
Common Stock, Capital Shares Reserved for Future Issuance, Total	46,892,872

Stock-Based Compensation - Additional Information (Details) - USD ($) $ / shares in Units, $ in Millions	9 Months Ended
	Sep. 30, 2023	Aug. 31, 2023	Jan. 01, 2023	Dec. 31, 2022
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items]
Number of shares, exercisable	1,616,053
Shares exercisable, weighted-average exercise price	$ 1
Total shares of authorized common stock reserved for future issuance	46,892,872
Number of options outstanding	4,556,552			2,152,641
Options outstanding, weighted-average exercise price	$ 1.08			$ 1.67
Shares available for future grant	1,445,210
Weighted-average grant date fair value of options granted	$ 0.56
Unrecognized compensation cost	$ 1.9
Unrecognized compensation cost related to non-vested awards, expected period	2 years 10 months 24 days
2021 Stock option and Grant Plan
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items]
Number of shares, exercisable	1,127,063
Shares exercisable, weighted-average exercise price	$ 0.59
Number of exchanged options	1,127,063
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 shares increased		3,000,000	794,368
Number of options outstanding	4,556,552
Options outstanding, weighted-average exercise price	$ 1.08
Shares available for future grant	1,445,210
2022 Equity and Incentive Plan \| Employee Inducement Grant November 2022
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items]
Number of options outstanding	150,000

Consolidated Balance sheets (Unaudited) - USD ($)	Sep. 30, 2023	Dec. 31, 2022
Current assets:
Cash and cash equivalents	$ 1,767,870	$ 446,607
Restricted cash - current		1,505,625
Accounts receivable		34,320
Deferred issuance costs		90,047
Prepaid expenses and other current assets	862,626	986,499
Total current assets	2,630,496	3,063,098
Restricted cash - non-current	50,000	50,000
Property and equipment, net	186,738	257,186
Right of use asset	161,515	313,629
Security deposit	43,200	43,200
Total assets	3,071,949	3,727,113
Current liabilities:
Accounts payable	1,144,822	1,458,267
Accrued expenses and other current liabilities	1,226,129	1,295,764
Insurance premium financing	389,872	455,562
Deposit liability		1,505,625
Deferred revenue		144,280
Lease liability - current	171,596	199,184
Total current liabilities	2,932,419	5,058,682
Derivative warrant liabilities	37,266	277,507
Lease liability - noncurrent		120,302
Total liabilities	2,969,685	5,456,491
Commitments and contingencies (Note 15)
Stockholders' deficit:
Common stock, $0.0001 par value; 150,000,000 shares authorized; 30,737,796 and 16,709,221 shares issued and outstanding at September 30, 2023 and December 31, 2022, respectively	2,759	1,671
Additional paid-in capital	36,727,205	28,655,164
Accumulated deficit	(40,950,566)	(34,903,923)
Total stockholders' deficit	(4,220,602)	(6,247,088)
Total liabilities, convertible preferred stock and stockholders' deficit	3,071,949	3,727,113
Series A Convertible Preferred Stock
Current liabilities:
Preferred stock, $0.0001 par value; 1,000,000 shares authorized; 3,895.53 and 4,305 shares designated Series A convertible preferred stock at September 30, 2023 and December 31, 2022; 3,895.53 and 4,305 shares issued and outstanding at September 30, 2023 and December 31, 2022, respectively	$ 4,322,866	$ 4,517,710

Accrued Expenses and Other Current Liabilities - Schedule of Accrued Expenses and Other Current Liabilities (Details) - USD ($)	Sep. 30, 2023	Dec. 31, 2022
Payables and Accruals [Abstract]
Accrued bonus	$ 412,005	$ 767,093
Professional fees	506,898	282,454
Accrued compensation	88,189
Accrued vacation	25,972	21,194
Other	193,065	225,023
Accrued expenses and other current liabilities	$ 1,226,129	$ 1,295,764

Income Taxes

9 Months Ended

Sep. 30, 2023

Income Tax Disclosure [Abstract]

Income Taxes

13. Income Taxes

The Company had no income tax expense due to operating losses incurred for the three and nine months ended September 30, 2023 and 2022.

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, 2023.

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, 2023. 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.

- 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
-Topic 946
-SubTopic 20
-Name Accounting Standards Codification
-Section 50
-Paragraph 13
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147480990/946-20-50-13

Reference 2: http://www.xbrl.org/2003/role/disclosureRef
-Topic 235
-SubTopic 10
-Name Accounting Standards Codification
-Section S99
-Paragraph 1
-Subparagraph (SX 210.4-08(h)(2))
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147480678/235-10-S99-1

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-Name Accounting Standards Codification
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-Topic 740
-SubTopic 10
-Name Accounting Standards Codification
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-Publisher FASB
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-Subparagraph (b)
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-Section 50
-Paragraph 2
-Subparagraph (a)
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147482603/740-30-50-2

+ Details

Consolidated Statements of Convertible Preferred Stock and Stockholders' Deficit (Unaudited) - USD ($)	Total	January 2023 PIPE	July 2023 PIPE	Arena purchase agreement	Vendor subscription agreement	Series A Convertible Preferred Stock	Convertible Preferred Stock	Common Stock	Common Stock January 2023 PIPE	Common Stock July 2023 PIPE	Common Stock Arena purchase agreement	Common Stock Vendor subscription agreement	Additional Paid-in Capital	Additional Paid-in Capital January 2023 PIPE	Additional Paid-in Capital July 2023 PIPE	Additional Paid-in Capital Arena purchase agreement	Additional Paid-in Capital Vendor subscription agreement	Accumulated Deficit
Beginning Balance at Dec. 31, 2021							$ 20,857,453
Beginning Balance, Shares at Dec. 31, 2021							13,802,758
Beginning Balance at Dec. 31, 2021	$ (14,686,247)							$ 31					$ 2,213,547					$ (16,899,825)
Beginning Balance, Shares at Dec. 31, 2021								308,443
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							$ 20,857,453
Ending Balance, Shares at Mar. 31, 2022							13,802,758
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
Beginning Balance at Dec. 31, 2021							$ 20,857,453
Beginning Balance, Shares at Dec. 31, 2021							13,802,758
Beginning Balance at Dec. 31, 2021	(14,686,247)							$ 31					2,213,547					(16,899,825)
Beginning Balance, Shares at Dec. 31, 2021								308,443
Net loss	(15,041,504)
Ending Balance at Sep. 30, 2022						$ 4,431,838
Ending Balance, Shares at Sep. 30, 2022						4,305
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
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						$ 4,345,022
Ending Balance, Shares at Jun. 30, 2022						4,305
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
Issuance of common stock upon exercise of Public Warrants	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	748,888							$ 42					748,846
Issuance of common stock in connection with common stock purchase agreement, Shares								420,000
Issuance of Commitment Shares	650,000							$ 29					649,971
Issuance of Commitment Shares, Shares								296,181
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						$ 4,431,838
Ending Balance, Shares at Sep. 30, 2022						4,305
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
Beginning Balance at Dec. 31, 2022						$ 4,517,710
Beginning Balance, Shares at Dec. 31, 2022						4,305
Beginning Balance at Dec. 31, 2022	(6,247,088)							$ 1,671					28,655,164					(34,903,923)
Beginning Balance, Shares at Dec. 31, 2022								16,709,221
Issuance of common stock		$ 3,200,449		$ 49,158					$ 240		$ 4			$ 3,200,209		$ 49,154
Issuance of common stock, shares									2,406,242		37,230
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	300,765												300,765
Net loss	(2,481,312)																	(2,481,312)
Ending Balance at Mar. 31, 2023						$ 4,604,526
Ending Balance, Shares at Mar. 31, 2023						4,305
Ending Balance at Mar. 31, 2023	(5,264,844)							$ 1,915					32,118,476					(37,385,235)
Ending Balance, Shares at Mar. 31, 2023								19,152,693
Beginning Balance at Dec. 31, 2022						$ 4,517,710
Beginning Balance, Shares at Dec. 31, 2022						4,305
Beginning Balance at Dec. 31, 2022	$ (6,247,088)							$ 1,671					28,655,164					(34,903,923)
Beginning Balance, Shares at Dec. 31, 2022								16,709,221
Common stock exercised	2,445
Net loss	$ (6,046,643)
Ending Balance at Sep. 30, 2023						$ 4,322,866
Ending Balance, Shares at Sep. 30, 2023						3,895.53
Ending Balance at Sep. 30, 2023	(4,220,602)							$ 2,759					36,727,205					(40,950,566)
Ending Balance, Shares at Sep. 30, 2023								27,587,796
Beginning Balance at Mar. 31, 2023						$ 4,604,526
Beginning Balance, Shares at Mar. 31, 2023						4,305
Beginning Balance at Mar. 31, 2023	(5,264,844)							$ 1,915					32,118,476					(37,385,235)
Beginning Balance, Shares at Mar. 31, 2023								19,152,693
Issuance of common stock upon exercise of stock options	1,443												1,443
Common stock exercised								2,445
Accretion of convertible preferred stock to redemption value						$ 85,872
Accretion of convertible preferred stock to redemption value	(85,872)												(85,872)
Conversion of Private Warrants to Public Warrants	131,562												131,562
Stock-based compensation expense	278,969												278,969
Net loss	(1,411,620)																	(1,411,620)
Ending Balance at Jun. 30, 2023						$ 4,690,398
Ending Balance, Shares at Jun. 30, 2023						4,305
Ending Balance at Jun. 30, 2023	(6,350,362)							$ 1,915					32,444,578					(38,796,855)
Ending Balance, Shares at Jun. 30, 2023								19,155,138
Issuance of common stock			$ 3,813,042		$ 288,337					$ 797		$ 47			$ 3,812,245		$ 288,290
Issuance of common stock, shares										7,960,867		471,791
Accretion of convertible preferred stock to redemption value						$ 85,468
Accretion of convertible preferred stock to redemption value	(85,468)												(85,468)
Redemption of convertible preferred stock						$ (453,000)
Redemption of convertible preferred stock, Shares						(409.47)
Stock-based compensation expense	267,560												267,560
Net loss	(2,153,711)																	(2,153,711)
Ending Balance at Sep. 30, 2023						$ 4,322,866
Ending Balance, Shares at Sep. 30, 2023						3,895.53
Ending Balance at Sep. 30, 2023	$ (4,220,602)							$ 2,759					$ 36,727,205					$ (40,950,566)
Ending Balance, Shares at Sep. 30, 2023								27,587,796

Concentrations of Risk

9 Months Ended

Sep. 30, 2023

Risks and Uncertainties [Abstract]

Concentrations of Risk

12. 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 in the nine months ended September 30, 2023 and 2022.

For the nine months ended September 30, 2023, one customer accounted for all revenue. There were no accounts receivable as of September 30, 2023. For the nine months ended September 30, 2022, two customers accounted for 97% of revenue. As of December 31, 2022, one customer accounted for all accounts receivable.

Stock-Based Compensation - Summary of Stock Option Activity (Details) $ / shares in Units, $ in Thousands	3 Months Ended	9 Months Ended
	Sep. 30, 2023 $ / shares shares	Sep. 30, 2023 USD ($) $ / shares shares
Share-Based Compensation Arrangement by Share-Based Payment Award, Options, Outstanding [Roll Forward]
Number of options, Outstanding beginning balance \| shares		2,152,641
Number of options, Granted \| shares		2,481,131
Number of options, Exercised \| shares		2,445
Number of options, Cancelled or forfeited \| shares		(74,775)
Number of options, Outstanding ending balance \| shares	4,556,552	4,556,552
Number of options, Exercisable \| shares	1,616,053	1,616,053
Share-Based Compensation Arrangement by Share-Based Payment Award, Options, Outstanding, Weighted Average Exercise Price [Abstract]
Weighted-average exercise price, Outstanding beginning balance \| $ / shares		$ 1.67
Weighted-average exercise price, Granted \| $ / shares		0.56
Weighted-average exercise price, Exercised \| $ / shares		0.59
Weighted-average exercise price, Cancelled or forfeited \| $ / shares		0.94
Weighted-average exercise price, Outstanding ending balance \| $ / shares	$ 1.08	1.08
Weighted-average exercise price, Exercisable \| $ / shares	$ 1	$ 1
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
Weighted-average remaining contractual term (years), Exercisable		8 years 8 months 12 days
Share Based Compensation Arrangement By Share Based Payment Award Options Aggregate Intrinsic Value [Abstract]
Aggregate intrinsic value, Outstanding beginning balance \| $		$ 748

Net Loss per Share - Basic and Diluted

9 Months Ended

Sep. 30, 2023

Earnings Per Share [Abstract]

Net Loss per Share - Basic and Diluted

14. Net Loss per Share – Basic and Diluted

For the three and nine months ended September 30, 2023 and 2022, basic net loss per share is computed by dividing the net loss attributable to common stockholders by the weighted average number of common shares. Undistributed losses were allocated entirely to common stockholders since neither the convertible preferred stock nor the contingently returnable earn-out shares from the Transaction (the “Earn-Out Shares”) are required to share in the losses of the Company.

For the three and nine months ended September 30, 2023 and 2022, diluted net loss per share is the same as basic net loss per share since the effect of considering options to purchase common stock, warrants to purchase common stock, Earn-Out Shares, and convertible preferred stock in the calculation would be antidilutive.


	Nine months ended September 30,
	2023		2022
Options to purchase common stock		4,556,552		1,982,641
Earn-Out Shares		3,150,000		3,150,000
Convertible preferred stock (as converted to common stock)		310,153		342,754
Warrants to purchase common stock		35,756,007		11,041,432

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


	Three Months Ended September 30,						Nine Months Ended September 30,
	2023			2022			2023			2022
Net loss attributable to common stockholders — basic and diluted	$	(2,239,179	)	$	(3,163,657	)	$	(6,304,799	)	$	(15,329,488	)
Weighted-average number of common shares used in computing net loss per share attributable to common stockholders —basic and diluted		23,113,051			16,024,011			20,448,666			8,294,938
Net loss per share attributable to common stockholders — basic and diluted	$	(0.10	)	$	(0.20	)	$	(0.31	)	$	(1.85	)

Accrued Expenses and Other Current Liabilities (Tables)

9 Months Ended

Sep. 30, 2023

Payables and Accruals [Abstract]

Schedule of Accrued Expenses and Other Current Liabilities

Accrued expenses and other current liabilities consisted of the following:


	September 30, 2023		December 31, 2022
Accrued bonus	$	412,005	$	767,093
Professional fees		506,898		282,454
Accrued compensation		88,189		—
Accrued vacation		25,972		21,194
Other		193,065		225,023
Accrued expenses and other current liabilities	$	1,226,129	$	1,295,764

Commitments and Contingencies - Additional Information (Details) - USD ($)			1 Months Ended	9 Months Ended
	Mar. 04, 2022	Mar. 10, 2021	Sep. 30, 2023	Sep. 30, 2023	Sep. 30, 2022	Dec. 31, 2022
Loss Contingencies [Line Items]
Operating lease, weighted average discount rate			8.00%	8.00%
Operating lease, weighted average lease term			9 months 18 days	9 months 18 days
Operating cash flows used for operating leases				$ 163,000	$ 142,000
Lease cost				167,000	$ 145,000
Losses on indemnification agreement			$ 0
Held to Collateral of letter of credit			$ 50,000	$ 50,000		$ 50,000
Woburn, Massachusetts
Loss Contingencies [Line Items]
Lessee, operating lease, option to extend				On March 10, 2021, the Company extended the lease agreement through June 30, 2024 with monthly payments of $12 thousand, subject to annual increases in January based on changes in the consumer price index. 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 aggregate monthly payments of $18 thousand, subject to annual increases based on the consumer price index
Lessee, operating lease, existence of option to extend [true false]		true
Lease expiration date		Jun. 30, 2024
Lease payments	$ 18,000	$ 12,000

Net Loss per Share - Basic and Diluted - Schedule of Potentially Dilutive Common Stock Instruments Excluded from Computation of Diluted Net Loss Per Share (Details) - shares	9 Months Ended
	Sep. 30, 2023	Sep. 30, 2022
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items]
Antidilutive securities excluded from computation of earnings per share, amount	3,150,000	3,150,000
Employee Stock Option [Member]
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items]
Antidilutive securities excluded from computation of earnings per share, amount	4,556,552	1,982,641
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	310,153	342,754
Warrant [Member]
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items]
Antidilutive securities excluded from computation of earnings per share, amount	35,756,007	11,041,432

Stock-Based Compensation

9 Months Ended

Sep. 30, 2023

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

Stock-Based Compensation

10. Stock-Based Compensation

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 the Company's 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 underlying number of shares of the Company's common stock, 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, 2023, there were 1,127,063 Exchanged Options outstanding, included in the 4,556,552 shares per the table in Note 9, which are potentially exercisable for 1,127,063 shares of 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. The pool increased by 794,368 shares on January 1, 2023. On August 31, 2023, at the Company’s 2023 annual stockholder meeting, the Company's approved an amendment to increase the number of shares of common stock reserved for issuance under the 2022 Plan by 3,000,000 shares. As of September 30, 2023, there were 4,556,552 options outstanding, including 150,000 options related to an employee inducement grant issued in November 2022 as well as the Exchanged Options, with a weighted-average exercise price of $1.08, and 1,445,210 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 Activity

The following table summarizes the Company’s stock option activity for the nine months ended September 30, 2023:


	Number of Options			Weighted- Average Exercise Price		Weighted- Average Remaining Contractual Term (Years)		Aggregate Intrinsic Value (in thousands)
Outstanding as of December 31, 2022		2,152,641		$	1.67			$	748
Granted		2,481,131			0.56
Exercised		(2,445	)		0.59
Cancelled or forfeited		(74,775	)		0.94
Outstanding as of September 30, 2023		4,556,552		$	1.08		9.1	$	—
Exercisable as of September 30, 2023		1,616,053		$	1.00		8.7	$	—

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 options granted during the nine months ended September 30, 2023 was $0.56.

As of September 30, 2023, 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 2.9 years.

Stock-Based Compensation

Stock-based compensation expense was allocated as follows:


	Three Months Ended September 30,				Nine months ended September 30,
	2023		2022		2023		2022
Cost of revenue	$	985	$	484	$	4,045	$	1,409
Research and development		7,055		2,670		19,905		7,681
General and administrative		259,520		124,536		823,344		217,895
Total stock-based compensation	$	267,560	$	127,690	$	847,294	$	226,985

- Definition

Line items represent financial concepts included in a table. These concepts are used to disclose reportable information associated with domain members defined in one or many axes to the table.

+ References

+ Details

Prepaid Expenses and Other Current Assets (Tables)

9 Months Ended

Sep. 30, 2023

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, 2023		December 31, 2022
Prepaid insurance	$	706,673	$	913,611
Contract assets		100,000		—
Other		55,953		72,888
Prepaid expenses and other current assets	$	862,626	$	986,499

Convertible Preferred Stock - Additional Information (Details) - USD ($)			1 Months Ended	3 Months Ended		9 Months Ended
	Sep. 19, 2023	Sep. 13, 2023	May 31, 2022	Sep. 30, 2023	Jun. 30, 2022	Sep. 30, 2023	Dec. 31, 2022
Temporary Equity [Line Items]
Convertible preferred stock, shares authorized				1,000,000		1,000,000	1,000,000
Convertible preferred stock, par value				$ 0.0001		$ 0.0001
Common stock, par value				$ 0.0001		$ 0.0001	$ 0.0001
Accretion of preferred stock considered as deemed dividend				$ 85,000		$ 258,000
Series A Preferred Stock
Temporary Equity [Line Items]
Convertible preferred stock, shares authorized				3,895.53		3,895.53	4,305
Convertible preferred stock, par value				$ 0.0001		$ 0.0001	$ 0.0001
Convertible preferred stock, shares issued					4,305
Qualifying financing proceeds				$ 453,000
Qualifying financing proceeds, Shares redeemed	409.47			409.47
Dividend payment terms, description						The holders of Series A Preferred Stock are 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”), having commenced on and included July 1, 2022, which dividends must 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 will increase by 2% per annum from and after each successive Series A Quarterly Dividend Payment Date, up to a maximum of 18%.
Cash dividends paid						$ 0
Cumulative dividends in arrears						$ 427,000
Series A Preferred Stock \| Maxim Group LLC.
Temporary Equity [Line Items]
Qualifying financing proceeds		$ 453,000
Qualifying financing proceeds, Shares redeemed	409.47
Series A Preferred Stock \| Transaction and Settlement Agreement
Temporary Equity [Line Items]
Convertible preferred stock, shares issued			4,305
Purchase price per share			$ 1,000
Issuance costs for convertible preferred stock			$ 162,000
Series A Preferred Stock \| Transaction and Settlement Agreement \| Maxim Group LLC.
Temporary Equity [Line Items]
Advisory fees			$ 4,300,000

Property and Equipment, Net (Tables)

9 Months Ended

Sep. 30, 2023

Property, Plant and Equipment [Abstract]

Schedule of Property and Equipment, Net

Property and equipment, net consisted of the following:


	September 30, 2023			December 31, 2022
Lab equipment	$	676,010		$	587,650
Leasehold improvements		36,149			36,149
Computer equipment		35,002			32,178
Other equipment		9,411			9,411
Construction in progress		2,825			88,359
		759,397			753,747
Less accumulated depreciation		(572,659	)		(496,561	)
Property and equipment, net	$	186,738		$	257,186

Common Stock Warrants - Summary of Warrants Outstanding and Exercisable (Details) - $ / shares	9 Months Ended
	Sep. 30, 2023	Dec. 31, 2022
Class of Warrant or Right [Line Items]
Exercise Price	$ 4.06	$ 11.5
Number of Shares Underlying Warrants, Outstanding Shares	35,756,007	11,041,332
Number of Shares Underlying Warrants, Exercisable Shares	24,758,457
2020 Private Placement Warrants
Class of Warrant or Right [Line Items]
Issue Date	Nov. 17, 2020
Classification	Liability
Exercise Price	$ 11.5
Expiration Date	May 19, 2027
Number of Shares Underlying Warrants, Outstanding Shares	1,719,212
Number of Shares Underlying Warrants, Exercisable Shares	1,719,212
Public Warrants
Class of Warrant or Right [Line Items]
Issue Date	Nov. 17, 2020
Classification	Equity
Exercise Price	$ 11.5
Expiration Date	May 19, 2027
Number of Shares Underlying Warrants, Outstanding Shares	9,322,120
Number of Shares Underlying Warrants, Exercisable Shares	9,322,120
January 2023 PIPE Warrants
Class of Warrant or Right [Line Items]
Issue Date	Jan. 04, 2023
Classification	Equity
Exercise Price	$ 1.23
Expiration Date	Jan. 04, 2028
Number of Shares Underlying Warrants, Outstanding Shares	4,812,484
Number of Shares Underlying Warrants, Exercisable Shares	4,812,484
July 2023 PIPE Warrants First Closing
Class of Warrant or Right [Line Items]
Issue Date	Jul. 31, 2023
Classification	Equity
Exercise Price	$ 0.61
Expiration Date	Jul. 31, 2028
Number of Shares Underlying Warrants, Outstanding Shares	10,997,550
July 2023 PIPE Warrants Second Closing
Class of Warrant or Right [Line Items]
Issue Date	Sep. 11, 2023
Classification	Equity
Exercise Price	$ 0.61
Expiration Date	Sep. 11, 2028
Number of Shares Underlying Warrants, Outstanding Shares	8,904,641
Number of Shares Underlying Warrants, Exercisable Shares	8,904,641

Organization - Additional Information (Details)	9 Months Ended
Organization - Additional Information (Details)	Sep. 30, 2023 USD ($)
Collaborative Arrangement and Arrangement Other than Collaborative [Line Items]
Date of Incorporation	Jan. 25, 2022
OTR Acquisition Corp
Collaborative Arrangement and Arrangement Other than Collaborative [Line Items]
Date of acquisition	May 19, 2022
Reverse Recapitalization Transaction
Collaborative Arrangement and Arrangement Other than Collaborative [Line Items]
Goodwill recorded	$ 0
Intangible assets recorded	$ 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

Commitments and Contingencies - Summary of Maturities and Balance Sheet Presentation Under All Non-cancelable Operating Leases (Details) - USD ($)	Sep. 30, 2023	Dec. 31, 2022
Maturity of lease liabilities
2023	$ 54,386
2024	123,077
Total lease liabilities	177,463
Less imputed interest	(5,867)
Present value of operating lease liability as of March 31, 2023	171,596
Lease liabilities - current	171,596	$ 199,184
Lease liabilities - noncurrent		$ 120,302
Operating lease liability	$ 171,596

Common Stock Warrants - Summarizes Warrant Activity (Details) - $ / shares	9 Months Ended	12 Months Ended
	Sep. 30, 2023	Dec. 31, 2022
Warrants and Rights Note Disclosure [Abstract]
Number of Common Warrants, Outstanding, beginning balance	11,041,332
Number of Common Warrants, issued	24,714,675
Number of Common Warrants, Outstanding, ending balance	35,756,007	11,041,332
Weighted Average Exercise Price, Outstanding beginning balance	$ 11.5
Weighted Average Exercise Price	0.73
Weighted Average Exercise Price, Outstanding ending balance	$ 4.06	$ 11.5
Weighted Average Remaining Contractual Term (Years), Outstanding	4 years 5 months 1 day	4 years 4 months 17 days
Weighted Average Remaining Contractual Term (Years), Warrants issued	4 years 9 months 7 days

Legacy Comera Convertible Preferred Stock - Additional Information (Details) - $ / shares	Sep. 30, 2023	Dec. 31, 2022
Temporary Equity [Line Items]
Convertible preferred stock, shares authorized	1,000,000	1,000,000
Convertible preferred stock, par value	$ 0.0001
Series A Convertible Preferred Stock
Temporary Equity [Line Items]
Convertible preferred stock, shares authorized	3,895.53	4,305
Convertible preferred stock, par value	$ 0.0001	$ 0.0001
Convertible preferred stock, shares issued	3,895.53	4,305

Subsequent Events

9 Months Ended

Sep. 30, 2023

Subsequent Events [Abstract]

Subsequent Events

16. Subsequent Events

On October 31, 2023, the Company received notice from The Nasdaq Stock Market LLC that the Company had not regained compliance with the $1.00 minimum bid price requirement for continued listing on The Nasdaq Capital Market (the “bid price requirement”), as set forth in Nasdaq Listing Rule 5550(a)(2) within the 180 calendar day period provided by Rule 5810(c)(3)(A) and that the Company is not eligible for a second 180 day period to regain compliance. The notice letter indicated that the Nasdaq Hearings Panel will consider this matter in their decision regarding the Company’s continued listing on the Nasdaq Capital Market and that the Company should present its views with respect to this additional deficiency in writing no later than November 7, 2023.

As previously disclosed, the Company received a letter from the listing qualifications department staff of The Nasdaq Stock Market on November 18, 2022 notifying the Company that for the last 30 consecutive business days, the Company’s minimum Market Value of Listed Securities (“MVLS”) was below the minimum of $35 million required for continued listing on the Nasdaq Capital Market pursuant to Nasdaq Listing Rule 5550(b)(2). On August 8, 2023, the Nasdaq Hearings Panel granted the Company’s request for the continued listing of its common stock on the Nasdaq Capital Market, subject to the Company’s satisfaction of certain interim milestones and, ultimately, the Company’s compliance with all applicable criteria for continued listing on Nasdaq, including the bid price requirement and the MVLS rule, by no later than November 14, 2023.

The Company does not expect to regain compliance with Nasdaq Listing Rules 5550(a)(2) and 5550(b) by November 14, 2023 and, therefore, expects that its securities will be delisted from the Nasdaq Capital Market. If the Company’s securities are delisted from the Nasdaq Capital Market, the Company will continue to be a reporting company under the Securities Exchange Act of 1943, as amended. In addition, the Company expects that its common stock will be traded on one of the three tiered marketplaces of the OTC Markets Group.

Convertible Preferred Stock - Schedule of Convertible Preferred Stock (Details) - USD ($)	Sep. 30, 2023	Jun. 30, 2023	Mar. 31, 2023	Dec. 31, 2022	Sep. 30, 2022	Jun. 30, 2022
Temporary Equity [Line Items]
Par Value	$ 0.0001
Shares Authorized	1,000,000			1,000,000
Common Stock Issuable Upon Conversion	930,459
Series A Preferred Stock
Temporary Equity [Line Items]
Par Value	$ 0.0001			$ 0.0001
Shares Authorized	3,895.53			4,305
Shares Issued	3,895.53			4,305
Shares Outstanding	3,895.53	4,305	4,305	4,305	4,305	4,305
Carrying Value	$ 4,322,866	$ 4,690,398	$ 4,604,526	$ 4,517,710	$ 4,431,838	$ 4,345,022
Liquidation Preference	$ 4,322,866
Common Stock Issuable Upon Conversion	310,153

- Definition

Carrying amount, attributable to parent, of an entity's issued and outstanding stock which is not included within permanent equity. Temporary equity is a security with redemption features that are outside the control of the issuer, is not classified as an asset or liability in conformity with GAAP, and is not mandatorily redeemable. Includes any type of security that is redeemable at a fixed or determinable price or on a fixed or determinable date or dates, is redeemable at the option of the holder, or has conditions for redemption which are not solely within the control of the issuer. Includes stock with a put option held by an ESOP and stock redeemable by a holder only in the event of a change in control of the issuer.

+ References

Reference 1: http://www.xbrl.org/2003/role/disclosureRef
-Topic 944
-SubTopic 210
-Name Accounting Standards Codification
-Section S99
-Paragraph 1
-Subparagraph (SX 210.7-03(a)(23)(a)(1))
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147479440/944-210-S99-1

Reference 2: http://www.xbrl.org/2003/role/disclosureRef
-Topic 718
-SubTopic 10
-Name Accounting Standards Codification
-Section S99
-Paragraph 1
-Subparagraph (SAB Topic 14.E.Q2)
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147479830/718-10-S99-1

Reference 3: http://www.xbrl.org/2003/role/disclosureRef
-Topic 470
-SubTopic 10
-Name Accounting Standards Codification
-Section S99
-Paragraph 1A
-Subparagraph (SX 210.13-01(a)(4)(i))
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147480097/470-10-S99-1A

Reference 4: http://www.xbrl.org/2003/role/disclosureRef
-Topic 470
-SubTopic 10
-Name Accounting Standards Codification
-Section S99
-Paragraph 1A
-Subparagraph (SX 210.13-01(a)(4)(iv))
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147480097/470-10-S99-1A

Reference 5: http://www.xbrl.org/2003/role/disclosureRef
-Topic 470
-SubTopic 10
-Name Accounting Standards Codification
-Section S99
-Paragraph 1A
-Subparagraph (SX 210.13-01(a)(5))
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147480097/470-10-S99-1A

Reference 6: http://www.xbrl.org/2003/role/disclosureRef
-Topic 470
-SubTopic 10
-Name Accounting Standards Codification
-Section S99
-Paragraph 1B
-Subparagraph (SX 210.13-02(a)(4)(i))
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147480097/470-10-S99-1B

Reference 7: http://www.xbrl.org/2003/role/disclosureRef
-Topic 470
-SubTopic 10
-Name Accounting Standards Codification
-Section S99
-Paragraph 1B
-Subparagraph (SX 210.13-02(a)(4)(iv))
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147480097/470-10-S99-1B

Reference 8: http://www.xbrl.org/2003/role/disclosureRef
-Topic 470
-SubTopic 10
-Name Accounting Standards Codification
-Section S99
-Paragraph 1B
-Subparagraph (SX 210.13-02(a)(5))
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147480097/470-10-S99-1B

+ Details

Consolidated Statements of Operations and Comprehensive Loss (Unaudited) - USD ($)	3 Months Ended		9 Months Ended
	Sep. 30, 2023	Sep. 30, 2022	Sep. 30, 2023	Sep. 30, 2022
Income Statement [Abstract]
Revenue	$ 136,310	$ 234,922	$ 844,280	$ 476,982
Cost of revenue	41,961	60,963	214,520	160,030
Operating expenses:
Research and development	366,015	394,800	945,415	1,250,570
General and administrative	1,885,405	2,314,554	5,822,107	8,027,316
Total operating expenses	2,251,420	2,709,354	6,767,522	9,277,886
Loss from operations	(2,157,071)	(2,535,395)	(6,137,762)	(8,960,934)
Other income (expense), net:
Change in fair value of derivative warrant liabilities	9,325	500,327	108,678	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)
Interest expense	(5,965)	(12,696)	(17,559)	(12,773)
Other expense, net				(426,666)
Total other income (expense), net	3,360	(541,446)	91,119	(6,080,570)
Net loss and comprehensive loss	(2,153,711)	(3,076,841)	(6,046,643)	(15,041,504)
Less: accretion of convertible preferred stock to redemption value	(85,468)	(86,816)	(258,156)	(287,984)
Net loss attributable to common stockholders	$ (2,239,179)	$ (3,163,657)	$ (6,304,799)	$ (15,329,488)
Net loss per share attributable to common stockholders - basic	$ (0.1)	$ (0.2)	$ (0.31)	$ (1.85)
Net loss per share attributable to common stockholders - diluted	$ (0.1)	$ (0.2)	$ (0.31)	$ (1.85)
Weighted-average number of common shares used in computing net loss per share attributable to common stockholders - basic	23,113,051	16,024,011	20,448,666	8,294,938
Weighted-average number of common shares used in computing net loss per share attributable to common stockholders - diluted	23,113,051	16,024,011	20,448,666	8,294,938

Property and Equipment, Net - Additional Information (Details) - USD ($)	3 Months Ended		9 Months Ended
	Sep. 30, 2023	Sep. 30, 2022	Sep. 30, 2023	Sep. 30, 2022
Property, Plant and Equipment [Abstract]
Depreciation expense	$ 23,000	$ 24,000	$ 76,098	$ 70,184

Insurance Premium Financing

9 Months Ended

Sep. 30, 2023

Insurance Premium Financing [Abstract]

Insurance Premium Financing

7. 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 was $1.5 million at an interest rate of 4.00%. The Company was required to make monthly payments of $154 thousand through March 2023.

The Company entered into a renewal with First Insurance Funding in May 2023, financing $648 thousand at a rate of 7.30%. The Company is required to make monthly payments of $67 thousand through April 2024. The outstanding balance as of September 30, 2023 was $390 thousand.

Commitments and Contingencies (Tables)

9 Months Ended

Sep. 30, 2023

Commitments and Contingencies Disclosure [Abstract]

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

The maturities and balance sheet presentation under all non-cancelable operating leases as of September 30, 2023, are as follows:


	Operating Leases
Maturity of lease liabilities
2023	$	54,386
2024		123,077
Total lease liabilities		177,463
Less imputed interest		(5,867	)
Present value of operating lease liability as of September 30, 2023	$	171,596
Reported as of September 30, 2023
Lease liabilities — current	$	171,596
Lease liabilities — noncurrent		—
	$	171,596

Common Stock Warrants - Additional Information (Details) - $ / shares	9 Months Ended
	Sep. 30, 2023	Dec. 31, 2022
Class of Warrant or Right [Line Items]
Warrants issued	24,714,675
Warrants exercised	0
Warrants expired	0
Excercise price of warrants	$ 4.06	$ 11.5
January 2023 PIPE Warrants
Class of Warrant or Right [Line Items]
Number of securities called by each warrant or right	2
Excercise price of warrants	$ 1.23
Number of warrants (in shares)	4,812,484
July 2023 PIPE Warrants
Class of Warrant or Right [Line Items]
Excercise price of warrants	$ 0.6135
Number of warrants (in shares)	19,902,191