0001213900-22-014534 | 10-K | XBRL Viewer

Nature of Operations and Basis of Presentation

Note 1 – Nature of Operations and Basis of Presentation

SeqLL Inc. was incorporated as a Delaware corporation on April 3, 2014. On April 8, 2014, SeqLL Inc. acquired a 100% ownership interest in SeqLL, LLC (“Subsidiary”), a domestic limited liability company formed on March 11, 2013 in the State of Massachusetts. SeqLL Inc. is a holding company of the Subsidiary (together the “Company” or SeqLL”) and is a life sciences company focused on the development and application of innovative genetic analysis technologies and the monetization of that technology and related intellectual property. The Subsidiary purchased technology to enable the analysis of large volumes of genetic material by directly sequencing single molecules of DNA or RNA. The Subsidiary’s principal office is located in Woburn, Massachusetts.

Initial Public Offering

On August 31, 2021, the Company completed its initial public offering (“IPO”) whereby it sold 3,060,000 units, each unit consisting of one share of the Company’s common stock and a warrant to purchase one share of common stock at an exercise price of $4.25 per share (the “Warrants”), at a price to the public of $4.25 per unit. The gross proceeds from the IPO were approximately $13 million and were offset by $3.2 million in offering costs, of which $1.6 million was paid in cash and $1.6 million was issued in warrants issued to Maxim Group LLC (“Underwriter”) (see Note 10). In connection with the IPO, all of the outstanding shares of the Company’s convertible preferred stock automatically converted into 3,130,622 shares of common stock (see Note 9). Additionally, the outstanding convertible notes converted into 641,895 shares of common stock (see Note 8).

Pursuant to the Underwriting Agreement, the Company granted the Underwriter a 45-day option to purchase up to 459,000 additional shares of common stock, and/or 459,000 additional Warrants, to cover over-allotments in connection with the Offering. The Underwriter partially exercised this option and purchased 459,000 Warrants on August 31, 2021, at $0.01 per Warrant. On September 29, 2021, the Company issued 189,000 shares of common stock to the underwriters at a price of $4.24 per share from the exercise of the overallotment option, raising the net proceeds of approximately $730,000, net of offering costs.

On August 31, 2021, and September 29, 2021, the Company also issued to the Underwriter warrants to purchase up to a total of 162,450 shares of common stock at an exercise price of $4.675 per share (“Underwriter Warrants”) (Note 10).

Risks and Uncertainties

The Company is subject to a number of risks similar to other companies in its industries, including rapid technological change, competition from larger pharmaceutical and biotechnology companies and dependence on key personnel.

The extent of the impact of the COVID-19 pandemic on the Company’s business continues to be highly uncertain and difficult to predict, as the responses that the Company, other businesses and governments are taking continue to evolve. Furthermore, capital markets and economies worldwide have also been negatively impacted by the COVID-19 pandemic, and it is possible that it could cause a lasting national and/or global economic recession. Policymakers around the globe have responded with fiscal policy actions to support the healthcare industry and economy as a whole. The magnitude and overall effectiveness of these actions remain uncertain.

The severity of the impact of the COVID-19 pandemic on the Company’s business will depend on a number of factors, including, but not limited to, the duration and severity of the pandemic and the extent and severity of the impact on the Company’s service providers, suppliers, contract research organizations and the Company’s clinical trials, all of which are uncertain and cannot be predicted. During 2021 and 2020, the COVID-19 pandemic has adversely affected the Company’s sales and results of operations and may continue to adversely affect its business. The extent to which the COVID-19 pandemic may in the future materially impact the Company’s financial condition, liquidity or results of operations is uncertain.

Basis of Presentation

The accompanying consolidated financial statements include the accounts of SeqLL Inc. and its wholly-owned subsidiary, SeqLL, LLC. All intercompany accounts and transactions have been eliminated in consolidation.

Significant Accounting Policies

12 Months Ended

Dec. 31, 2021

Significant Accounting Policies

Note 2 – Significant Accounting Policies

A summary of significant accounting policies followed by the Company in the preparation of the accompanying consolidated financial statements are as follows:

Use of Estimates

The preparation of the financial statements in conformity with accounting principles generally accepted in the United States of America (“U.S. GAAP”), requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities, and disclosure of contingent liabilities at the date of the financial statements and the reported amounts of expenses during the reporting period. Significant estimates include but are not limited to stock-based compensation expense, research and development accruals, fair value of warrants and loss on extinguishment of notes. Actual results could differ from those estimates and changes in estimates may occur.

Cash and Cash Equivalents

The Company considers all highly liquid securities readily convertible to cash that mature within three months or less from the original date of purchase to be cash equivalents. Financial instruments that potentially subject the Company to concentrations of credit risk consist primarily of cash and cash equivalents. Cash and cash equivalents are held by financial institutions and are federally insured up to certain limits. At times, the Company’s cash and cash equivalents balance exceeds the federally insured limits. As of December 31, 2021, the Company has not experienced a loss on its accounts for which it exceeds federally insured deposit limits, and does not expect a loss to occur. On December 31, 2021, the cash equivalents include $60,021 of investments in money market funds.

Accounts Receivable

In the normal course of business, the Company provides credit to its customers and performs credit evaluations of these customers. The Company periodically reviews accounts receivables for doubtful accounts on a customer-by-customer basis and established an allowance to reserve for balances that are deemed uncollectible. The allowance for doubtful accounts was $6,016 as of December 31, 2021, and 2020.

Investments in marketable securities

The Company accounts for its investments in equity securities in accordance with ASC 321, Investments — Equity Securities (“ASC 321”). Equity investments, which are comprised of investments in mutual funds shares, are measured at fair value, based on quoted market prices, with all gains and losses reported in the Company’s statement of operations. We may sell our equity securities in response to changes in interest rates, risk/reward characteristics, liquidity needs or other factors.

Inventory

Inventory consists of finished goods, work-in-process and raw materials and is valued at the lower of cost or net realizable value, determined by the first-in, first-out (“FIFO”) method. As the Company manufactures the finished goods and work-in-process materials, overhead costs are included in inventory. The Company evaluates the carrying cost of finished goods, work-in-process and raw materials items. To the extent that such costs exceed future demand estimates and /or exhibit historical turnover at rates less than current inventory levels, the Company reduces the carrying value of the applicable inventories. Inventory consisted of the following:

	December 31,		December 31,
	2021		2020

Raw materials	$	91,995	$	59,416
Work in process		132,160		143,595
Total inventory	$	224,155	$	203,011

Property and Equipment

Property and equipment are recorded at cost and depreciated over the estimated useful lives of the related assets using the straight-line method. Lab equipment is depreciated over a five-year period. Leasehold improvements are depreciated over the shorter of the useful life and the term of the lease. When assets are retired or otherwise disposed of, the cost of these assets and related accumulated depreciation or amortization are eliminated from the balance sheet and any resulting gains or losses are included in the statement of operations in the period of disposals.

Long-lived Assets

The Company assesses, on an annual basis, the recoverability of the carrying amount of long-lived assets used in continuing operations. Recoverability of assets to be held and used is measured by a comparison of the carrying amount of an asset to the future net cash flow expected to be generated by the asset. A loss is recognized when expected future cash flow (undiscounted and without interest) are less than the carrying amount of the asset. The impairment loss is determined as the difference by which the carrying amount of the asset exceeds its fair value. No impairments were recognized in the years ended December 31, 2021, and 2020.

Revenue Recognition

The Company’s revenue is generated primarily from the sale of products and research services. Product revenue primarily consists of sales of genetic sequencing equipment and sequencing reagent kits. Research service revenue primarily consists of revenue generated from gene sequencing services and grants.

The Company recognizes revenue in accordance with Accounting Standards Codification (“ASC”) Topic 606, Revenue from Contracts with Customers (“ASC 606”). Under ASC 606, the Company recognizes revenue when control of its products and services is transferred to its customers in an amount that reflects the consideration the Company expects to receive from its customers in exchange for those products and services. To determine the appropriate amount of revenue to be recognized for arrangements determined to be within the scope of ASC 606, the Company performs a five-step process. This process involves identifying the contract with a customer, determining the performance obligations in the contract, determining the contract price, allocating the contract price to the distinct performance obligations in the contract, and recognizing revenue when (or as) the performance obligations have been satisfied. A performance obligation is considered distinct from other obligations in a contract when it provides a benefit to the customer either on its own or together with other resources that are readily available to the customer and is separately identified in the contract. The Company only applies the five-step process to contracts when it is probable that the entity will collect consideration it expects to be entitled to in exchange for the goods or services it transfers to the customer.

The Company evaluates contingent payments to estimate the amount which is not probable of a material reversal to include in the transaction price using the most likely amount method. Future payments that are not within the control of the Company, are not considered probable of being achieved until the contingencies are resolved.

Revenue from product sales, including customized sequencing instruments and sequencing reagent kits and off-the-shelf consumables, is recognized generally upon delivery, which is when control of the product is deemed to be transferred.

Revenue from gene sequencing services, using the tSMS platform, is recognized generally as the services are provided to the customer. The components of the sequencing process, including reagent kits and off-the-shelf consumables, sample loader and sequencer, are not distinct within the context of the gene sequencing service contract. This is because in a gene sequencing service contract the reagent kits and other components, such as off-the-shelf consumables, used in the sequencing process, become required inputs to achieve the specified gene sequencing analysis, and the components in the sequencing process are sequential in nature and highly interrelated as they work together to generate sample-specific data.

As the Company’s standard payment terms are less than one year, the Company has elected the practical expedient under ASC 606-10-32-18 to not assess whether a contract has a significant financing component.

The Company has elected to exclude sales tax from revenue. The Company generally has no obligations for returns, refunds and other similar obligations and does not provide separate equipment warranties. The Company recognized $16,484 and $50,588 in revenue from gene sequencing services for the years ended December 31, 2021, and 2020, respectively. The Company recognized $31,537, and $0 in revenue from product sales for the years ended December 31, 2021, and 2020, respectively.

Grant Revenue

The Company’s grant revenues are derived from research programs by various departments of the National Institute of Health (NIH Grants).

Grants awarded to the Company for research and development by government entities are outside the scope of ASC 606 guidance. This is because these granting entities are not considered to be customers and are not receiving reciprocal value for their grant support provided to the Company. These grants provide the Company with payments for certain types of expenditures in return for research and development activities over a contractually defined period.

The Company recognizes NIH Grants revenue as reimbursable grant costs are incurred up to pre-approved award limits within the budget period. The costs associated with these reimbursements are reflected as a component of research and development expense in the accompanying consolidated statements of operations. In the years ended December 31, 2021, and 2020, the Company earned grant revenue of $161,974 and $278,907, respectively.

Income Taxes

The Company utilizes the liability method of accounting for income taxes as required by ASC 740, Income Taxes. Under this method, deferred tax assets and liabilities are determined based on differences between financial reporting and the tax basis of assets and liabilities as well as net operating loss carryforwards and tax credits and are measured using enacted tax rates and laws that will be in effect when the differences are expected to reverse. Deferred tax assets are reduced by a valuation allowance if it is more likely than not that these assets may not be realized. Currently, there is no provision for income taxes, as the Company has incurred operating losses to date, and a full valuation allowance has been provided on the net deferred tax assets.

The Company determines whether it is more likely than not that a tax position will be sustained upon examination. If it is not more likely than not that a position will be sustained, none of the benefit attributable to the position is recognized. The tax benefit to be recognized for any tax position that meets the more-likely-than-not recognition threshold is calculated as the largest amount that is more than 50% likely of being realized upon resolution of the contingency. The Company accounts for interest and penalties related to uncertain tax positions as part of its provision for income taxes.

The Company has no accruals for interest or penalties related to income tax matters. Tax years subsequent to 2017 remain open to examination by federal and state tax authorities.

Stock-based Compensation

The Company’s share-based compensation program grants awards include stock options and restricted stock awards. The fair value of stock option grants is estimated as of the date of the grant using the Black-Scholes option pricing model. The fair value of restricted stock awards is based on the fair value of the Company’s common stock on the date of the grant. The fair value of the stock-based awards are then expensed over the requisite service period, generally the vesting period, for each award.

The Company’s expected stock price volatility assumption is based on the volatility of comparable public companies. The expected term of a stock option granted to employees and directors (including non-employee directors) is based on the average of the contractual term (generally 10 years) and the vesting period. For non-employee options, the expected term is the contractual term. The risk-free interest rate is based on the yield of U.S. Treasury securities consistent with the life of the option. No dividend yield was assumed as the Company does not pay dividends on its common stock. The Company recognizes forfeitures related to stock-based awards as they occur.

The Company has periodically granted stock options and restricted stock awards to consultants for services, pursuant to the Company’s stock plans at the fair market value on the respective dates of grant. Should the Company terminate any of its consulting agreements, the unvested options underlying the agreements would be cancelled. For awards granted to consultants and non-employees, compensation expense is recognized over the vesting period of the awards, which is generally the period services are rendered by such consultants and non-employees.

The Company did not grant any stock options during the year ended December 31, 2020. The assumptions used in determining the fair value of share-based awards granted in 2021 are as follows:

	2021
Risk-free interest rate		1.21	%
Expected option life		5 years
Expected dividend yield		0	%
Expected stock price volatility		52	%

Research and Development Expenses

The Company expenses all research and development costs as incurred. Included in research and development costs are wages, stock-based compensation and benefits of employees and other operational costs related to the Company’s research and development activities, including facility-related expenses and external costs of outside contractors engaged by the Company.

Segments

The Company operates in a single business segment that includes the design, development and manufacturing of genetic analysis technologies.

Derivative Instruments

The Company from time-to-time will issue warrants to its investors and accounts for warrant instruments as either equity-classified or liability-classified instruments based on an assessment of the specific terms of the warrants and applicable authoritative guidance in ASC 480, Distinguishing Liabilities from Equity (“ASC 480”) and ASC 815, Derivatives and Hedging (“ASC 815”). The assessment considers whether the warrants are freestanding financial instruments pursuant to ASC 480, meet the definition of a liability pursuant to ASC 480, and meet all of the requirements for equity classification under ASC 718, Compensation – Stock Compensation (“ASC 718”) and ASC 815, including whether the warrants are indexed to the Company’s own stock and whether the holders of the warrants could potentially require net cash settlement in a circumstance outside of the Company’s control, among other conditions for equity classification.

At the IPO date, the Warrants and Underwriter Warrants (see Note 9) were accounted for as equity as these instruments meet all of the requirements for equity classification under ASC 815 and ASC 718.

Net Loss per Share

Basic net loss per share is computed by dividing the net loss by the weighted-average number of shares of common stock outstanding for the period, without consideration for potentially dilutive securities if their effect is antidilutive. Diluted net loss per share is computed by dividing the net loss by the weighted average number of shares of common stock and dilutive common stock equivalents outstanding for the period determined using the treasury stock and if-converted methods. Dilutive common stock equivalents are comprised of convertible preferred stock, convertible promissory notes, options outstanding under the Company’s stock option plan and warrants. For all periods presented, there is no difference in the number of shares used to calculate basic and diluted shares outstanding as inclusion of the potentially dilutive securities would be antidilutive.

The following potential shares of common stock were not considered in the computation of diluted net loss per share as their effect would have been antidilutive:

	December 31,
	2021		2020
Convertible preferred stock		-		5,791,556
Convertible promissory notes		-		345,266
Stock options		918,915		818,915
Warrants for common stock		4,393,396		658,262

Recently Issued Accounting Standards

In August 2020, FASB issued ASU 2020-06, Debt—Debt with Conversion and Other Options (Subtopic 470-20) and Derivatives and Hedging—Contracts in Entity’s Own Equity (Subtopic 815-40): Accounting for Convertible Instruments and Contracts in an Entity’s Own Equity, which, among other things, provides guidance on how to account for contracts on an entity’s own equity. This ASU eliminates the beneficial conversion and cash conversion accounting models for convertible instruments. It also amends the accounting for certain contracts in an entity’s own equity that are currently accounted for as derivatives because of specific settlement provisions. In addition, this ASU modifies how particular convertible instruments and certain contracts that may be settled in cash or shares impact the diluted EPS computation. The amendments in this ASU are effective for the public companies for fiscal years beginning after December 15, 2021, including interim periods within those fiscal years. Early adoption is permitted, but no earlier than fiscal years beginning after December 15, 2020. The Company is currently evaluating the impact of ASU 2020-06 on its consolidated financial statements. The Company adopted this standard on January 1, 2022, for which, there was no material impact to the Company’s consolidated financial statements.

In February 2016, the Financial Accounting Standards Board (“FASB”) issued Accounting Standards Update (“ASU”) No. 2016-02, Leases (“ASU 2016-02”) which establishes new accounting and disclosure requirements for leases. ASU No. 2016-02 requires recognition in the statement of operations of a single lease cost, calculated so that the cost of the lease is allocated over the lease term, generally on a straight-line basis. ASU 2016-02 requires classification of all cash payments within operating activities in the statement of cash flows. Disclosures are required to provide the amount, timing and uncertainty of cash flows arising from leases. The Company will adopt the provisions of ASU 2016-02 in the quarter beginning January 1, 2022, using the modified retrospective approach and will record right of use assets and lease liabilities on its consolidated balance sheet for the leases with terms in excess of one year. A modified retrospective transition approach is required for lessees for capital and operating leases existing at, or entered into after, the beginning of the earliest comparative period presented in the financial statements, with certain practical expedients available. The Company adopted this standard on January 1, 2022, for which, there was no material impact to the Company’s consolidated financial statements.

The Company does not believe that any other recently issued but not yet effective accounting pronouncements will have a material effect on the accompanying consolidated financial statements.

Property and Equipment, net

12 Months Ended

Dec. 31, 2021

Property, Plant and Equipment [Abstract]

Property and Equipment, net

Note 3 – Property and Equipment, net

Property and equipment are recorded at historical cost and consist of the following:

	December 31,			December 31,
	2021			2020

Lab equipment	$	740,963		$	735,714
Leasehold improvements		74,390			74,390
Office equipment		5,896			-
Other		3,325			-
		824,574			810,104
Less: accumulated depreciation		(559,307	)		(472,863	)
	$	265,267		$	337,241

Depreciation expense amounted to $86,444 and $108,759 for the years ended December 31, 2021, and 2020, respectively.

Accrued Expenses

12 Months Ended

Dec. 31, 2021

Accrued Liabilities And Other Liabilities [Abstract]

Accrued Expenses

Note 4 – Accrued Expenses

Accrued expenses consist of the following:

	December 31,		December 31,
	2021		2020

Accrued interest		216,073		100,031
Other		95,332		23,608
	$	311,405	$	123,639

Fair Value Measurements

12 Months Ended

Dec. 31, 2021

Fair Value Disclosures [Abstract]

Fair Value Measurements

Note 5 – Fair Value Measurements

The accounting guidance defines fair value, establishes a consistent framework for measuring fair value and requires disclosure for each major asset and liability category measured at fair value on either a recurring or non-recurring basis. Fair value is defined as an exit price, representing the amount that would be received to sell an asset or paid to transfer a liability in an orderly transaction between market participants. As such, fair value is a market-based measurement that should be determined based on assumptions that market participants would use in pricing an asset or liability. As a basis for considering such assumptions, the accounting guidance establishes a three-tier fair value hierarchy, which prioritizes the inputs used in measuring fair value as follows:

Level 1:

Observable inputs such as quoted prices in active markets.

Level 2:

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

Level 3:

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

The following table summarizes fair value measurements by level on December 31, 2021 of the Company’s assets measured at fair value on a recurring basis:

	Fair Value Measurements Using
	Fair Value		Level 1		Level 2		Level 3
Cash and cash equivalents	$	60,021	$	60,021	$	-	$	-
Marketable securities		5,933,364		5,933,364		-		-
Total financial assets	$	5,993,385	$	5,993,385	$	-	$	-

The Company determines fair value for cash equivalents and marketable securities with Level 1 inputs through the reference to the quoted market prices.

There were no assets or liabilities measured at fair value on December 31, 2020.

The table below presents the changes in Level 3 liabilities measured at fair value on a recurring basis (See Note 8).

	Convertible Notes
Balance at December 31, 2020	$	-
Issuance of Amended Notes (Note 8)		3,168,236
Change in fair value of convertible notes		195,962
Fair value of convertible notes at IPO date		(3,364,198	)
Balance at December 31, 2021	$	-

At the IPO date, the Amended Notes were converted into 641,895 shares of common stock (see Note 8). The interest expense of $89,239 for the period between the date of the Conversion Agreements related to the Amended Notes (see Note 7) and December 31, 2021, is included in the change in fair value of the Amended Notes.

There are no assets or liabilities measured at fair value on a non-recurring basis during the years ended December 31, 2021, and 2020.

Share-based Payment Arrangement [Abstract]

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

Stock Option Plan

12 Months Ended

Dec. 31, 2021

Stock Option Plan

Note 6 – Stock Option Plan

The Company’s 2014 Equity Incentive Plan (the “2014 Plan”) permits the grant of options for its common stock and shares of common stock to its employees, board members and consultants for up to 3,500,000 shares.

As of December 31, 2021, there were 2,581,085 shares available for future issuance under the Plan. Generally, option awards are granted with an exercise price equal to the fair value of the Company’s stock at the date of grant and vest over a period of four years. No option may have a term in excess of ten years from the option grant date. Share awards generally vest over a period of four years. Certain option and share awards provide for accelerated vesting if there is a change in control (as defined by the 2014 Plan). The weighted average grant date fair value of options granted in 2021 was $1.15 per share. No option awards were granted in 2020.

The stock option activity for the year ended December 31, 2021 is as follows:

	Number of Options		Weighted- Average Exercise Price per Share		Weighted Average Remaining Contractual Term (in Years)
Outstanding as of December 31, 2020		818,915	$	1.77		6.52
Granted		100,000	$	2.52
Exercised		-		-
Cancelled/Forfeited		-		-
Outstanding of December 31, 2021		918,915	$	2.09		5.79
Exercisable at December 31, 2021		918,288	$	2.09		5.79

During the years ended December 31, 2021 and 2020, the Company recorded $333,978 and $20,210 of stock-based compensation associated with granted and vested stock options, respectively. As of December 31, 2021, there was $2,772 of unrecognized compensation expense related to unvested share-based compensation awards, which will be recognized over approximately 1.3 years.

Related Party Transactions

12 Months Ended

Dec. 31, 2021

Related Party Transactions

Note 7 – Related Party Transactions

As of December 31, 2021, and 2020, the outstanding amount due to Daniel Jones, the Company’s Chief Executive Officer, was $0 and $26,000, respectively, relating to a series of non-interest-bearing demand loans to us. The loans were repaid in the year ended December 31, 2021, with a portion of the net proceeds from the IPO.

Daniel Jones also made non-interest-bearing demand loans to the Company in the amounts of $90,000 and $50,000 on July 30, 2021 and August 20, 2021, respectively. Both loans were repaid in full with proceeds from the IPO.

At December 31, 2021 and 2020, the Company had the following outstanding payables, which are included within the Company’s accounts payable above, to its preferred shareholders for past services:

	December 31, 2021		December 31, 2020

Floral Finance	$	-	$	9,849
Genomic Diagnostic Technologies		23,725		16,675
St. Laurent Institute		313,679		113,954
St. Laurent Realty, Inc.		27,913		27,913
Stonemill Center		-		16,627
William St. Laurent		-		15,415
Total related party payables	$	365,317	$	200,433

William C. St. Laurent, a former member of the Company’s board of directors, relatives of Mr. St. Laurent and entities controlled by the St. Laurent family are controlling shareholders of the Company. These entities are all St. Laurent family-owned entities and are therefore related parties: St. Laurent Realty, Inc. and Genomic Diagnostic Technologies assisted the Company by previously providing corporate accounting support; St. Laurent Institute, a 501C-3 company, provided bioinformatics specialist support for certain sequencing services; Stonemill Center assisted the Company by paying for certain out of pocket expenses incurred by William C. St. Laurent in his former role as Chairman of the Board for the Company; and William C. St. Laurent as the former Chairman of the Board accrued Director’s compensation was paid by the Company prior to December 31 ,2021.

The Company issued convertible notes and promissory notes to the related parties (see Note 8).

Notes Payable

12 Months Ended

Dec. 31, 2021

Debt Disclosure [Abstract]

Notes Payable

Note 8 – Notes Payable

The Company entered into a series of convertible promissory notes (the “Convertible Notes”) through April 8, 2019, with certain preferred stockholders amounting to $905,000.

The Convertible Notes had a one-year term and accrued interest at 10% per annum. The Convertible Notes were convertible at the lower of $3.10 per share or a 20% discount to the share price paid by the purchasers of equity securities in the Company’s next Qualified Financing, as defined in the convertible note agreement.

From April 29, 2019, to April 29, 2020, the Company entered into a series of non-convertible promissory notes (the “Promissory Notes”) with a certain preferred stockholder amounting to $1,375,000. The Promissory Notes had a one-year term with interest accruing at 10% per annum.

In November and December 2020, the Company issued senior secured convertible promissory notes (included in the Convertible Notes) to a third-party investor amounting to $200,000. These notes accrued interest at 10% per annum, were to be repaid at the earlier of December 31, 2022, or the Company’s next qualified financing of a minimum of $7.5 million (as defined in the notes agreement), or convertible at $3.75 per share.

On December 31, 2020, the Company issued a non-convertible promissory note to St. Laurent Investments LLC amounting to $426,020 due July 31, 2022, bearing 10% interest per annum in exchange for the accrued interest on all their notes outstanding.

From January to March 2021, the Company issued senior secured convertible promissory notes to investors for total proceeds of $250,000. The Convertible Notes accrued interest at 10% per annum, matured at the earlier of December 31, 2022, or the Company’s next qualified equity offering of a minimum of $7.5 million, and were convertible at $3.75 per share.

On February 3, 2021, the preferred stockholder and the holder of $2,910,710 in the Convertible Notes and Promissory Notes of the Company granted the Company an extension on all their notes to be repaid on or before July 31, 2022. This amendment was accounted for on a prospective basis under the troubled debt restructuring guidance.

In March 2021, the Company entered into a series of agreements with the noteholders to automatically convert $786,730 in outstanding Promissory Notes and $1,305,000 in Convertible Notes (together, “Amended Notes”), to common stock upon the closing of the IPO (“Conversion Agreements”), of which $1,552,683 is held by St. Laurent Investments, LLC and its affiliates. Under the terms of the conversion agreements, $826,020 and $1,265,710 in Amended Notes were to be converted at the closing of the IPO based on the $3.75 and $3.10 conversion prices, respectively. Since the automatic conversion could result in a material benefit to the noteholders, this amendment was deemed substantive and was accounted for as an extinguishment of debt. Accordingly, the Company recognized a loss on extinguishment of debt totaling $934,257 in the consolidated statement of operations in March 2021, which represents the excess of the fair value of the Amended Notes totaling $3,118,235 over their carrying value of $2,183,978. The Company elected the option to account for the Amended Notes at fair value, with the changes in fair value recognized in the statement of operations. The fair value of the Amended Notes was estimated using probability weighted expected payouts under various settlement scenarios, discounted to their present value based on the estimated effective rate of return.

On April 29, 2021, the Company entered into an agreement with a noteholder to automatically convert an additional $50,000 in outstanding Amended Notes, including any accrued interest, to common stock upon the closing of the IPO at the conversion price of $3.75 per share.

At the IPO date, the Amended Notes automatically converted based on their original terms into 641,895 shares of common stock. The fair value of the Amended Notes of $3,364,198 immediately prior to the conversion, less $141,884 cash payment related to the accrued interest, was reclassified into the additional paid in capital on the condensed consolidated balance sheet. The fair value of the Amended Notes at the conversion date was estimated based on the fair value of the common stock issued upon the conversion.

The Company recognized $195,962 loss due to the change in fair value of the Amended Notes between the amendment date and their conversion at the IPO date.

In October 2021, the Company entered into an agreement with St. Laurent Investments LLC to reduce the interest on $1,375,000 in the Promissory Note from 10% to 5% per year starting on October 1, 2021. The Company accounted for this transaction as a modification on a prospective basis.

In October 2021, the Company repaid $270,000 of the Promissory Notes to William C. St Laurent in cash.

In connection with all the Convertible Notes and Promissory Notes issued during 2021 and 2020, the Company issued warrants to noteholders to purchase the total of 66,665 and 53,333 shares of the Company’s common stock, including 11,466 to the placement agent (see Note 10). The grant-date fair values of these warrants were immaterial.

For the years ended December 31, 2021, and 2020, interest expense related to both convertible and non-convertible promissory notes was $208,289 and $287,197, respectively.

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

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Disclosure Text Block Supplement [Abstract]

Preferred Stock

12 Months Ended

Dec. 31, 2021

Preferred Stock

Note 9 – Preferred Stock

The Company had outstanding preferred stock as of December 31, 2020:

	Shares authorized		Shares issued			Issuance price per share
Series A-1 Convertible Preferred Stock				3,125,000	$	0.32
Series A-2 Convertible Preferred Stock				2,666,665	$	1.68
Series A Preferred stock		20,000,000		5,791,665

The Series A-1 Preferred Stock (“Series A-1”) and Series A-2 Preferred Stock (“Series A-2”) collectively the “Preferred Stock”, could be converted at any time at the election of the holder into common stock at an initial conversion price determined by dividing the Series A-1 original issue price of $0.59, as amended, by the Series A-1 conversion price of $0.59; and the Series A-2 original issue price of $3.10, as amended, by the Series A-2 conversion price of $3.10; both were subject to adjustment for stock splits, stock combinations and the like, and to a weighted-average adjustment for future issuances of common stock, warrants or rights to purchase common stock or securities convertible into common stock for a consideration per share that is less than the then-applicable conversion price, subject to certain exceptions listed in the Charter.

The Preferred Stock was subject to automatic conversion upon (i) the closing of an initial public offering of the common stock at a price per share equal to at least $9.25 (as adjusted for any stock splits, stock dividends, combinations, subdivisions, recapitalization or the like) in an underwritten public offering in which the Company raised gross proceeds of at least $10 million or (ii) the consent of holders of at least a majority of the then-outstanding shares of Preferred Stock voting together as a single class.

In connection with the IPO, all of the outstanding shares of the Company’s convertible preferred stock automatically converted into 3,130,622 shares of common stock.

Common Stock Warrants

12 Months Ended

Dec. 31, 2021

Stockholders' Equity Note [Abstract]

Common Stock Warrants

Note 10 – Common Stock Warrants

On March 16, 2021, the Company made a down payment to ShareIntel-Shareholder Intelligence Services, LLC for anticipated services connected to the Company’s planned offering, which was in the form of issuing 9,865 warrants to purchase common stock at $4.10 per share, with an expiration date of June 30, 2024. The warrants are exercisable starting at their issuance dates.

On August 31, 2021, the Company sold an aggregate of 3,060,000 units at a price to the public of $4.25 per unit, each unit consisting of one share of the Company’s common stock and a warrant to purchase one share of common stock at an exercise price of $4.25 per share. In addition, pursuant to the Underwriting Agreement, the Company granted the Underwriter a 45-day option to purchase up to 459,000 additional shares of common stock, and/or 459,000 additional warrants, to cover over-allotments in connection with the Offering. The Underwriter partially exercised this option and purchased 459,000 warrants on the closing date at $0.01 per Warrant, for the total proceeds of $4,590. These warrants are exercisable at any time from the issuance date at $4.25 for common stock shares and have a five-year term. The warrants may be exercised for cash or through cashless exercise.

The Company may redeem the outstanding warrants, in whole and not in part, at $0.001 per warrant if, after thirteen months from the issuance date, (i) the daily volume weighted average price of the Common Stock for each of 10 consecutive trading days (Measurement Period) exceeds $12.75 (subject to adjustment for forward and reverse stock splits, recapitalizations, stock dividends and the like after the issuance date), (ii) the average daily volume for such Measurement Period exceeds $1,000,000 per Trading Day and (iii) the holders of warrants are not in possession of any information that constitutes, or might constitute, material non-public information which was provided by the Company, any of its Subsidiaries, or any of their officers, directors, employees, agents or Affiliates.

Pursuant to the Underwriting Agreement, on August 31, 2021, and September 29, 2021, the Company also issued to the Underwriter warrants to purchase up to a total of 162,450 shares of common stock as a compensation for their services. These warrants are exercisable at any time from the issuance date at $4.675 per share of common stock and have a term of five years through August 26, 2026. The total fair value of the warrants granted to the Underwriter was $1,642,486 at the issuance date. The Company estimated the fair value of the warrants using the Black-Scholes option pricing model based on the following assumptions:

Risk-free interest rate		0.77% - 1.01 %
Expected life		5 years
Dividend yield		0%
Volatility		67%

The following table summarizes information with regard to outstanding warrants to purchase common stock as of December 31, 2021.

Issuance Date	Number of Shares Issuable Upon Exercise of Outstanding Warrants		Exercise Price		Expiration Date
5/4/2017		3,860	$	3.10	5/3/2022
6/14/2017		1,351	$	3.10	6/13/2022
8/30/2018		3,088	$	3.10	8/29/2023
9/30/2018		60,506	$	3.10	9/29/2023
9/30/2018		486,486	$	2.16	9/29/2023
10/17/2018		1,157	$	3.10	10/16/2023
11/2/2018		964	$	3.10	11/1/2023
11/9/2018		964	$	3.10	11/8/2023
11/16/2018		964	$	3.10	11/15/2023
11/29/2018		964	$	3.10	11/28/2023
12/21/2018		964	$	3.10	12/20/2023
12/27/2018		964	$	3.10	12/26/2023
1/31/2019		1,930	$	3.10	1/30/2024
2/7/2019		1,640	$	3.10	2/6/2024
2/21/2019		1,640	$	3.10	2/20/2024
3/20/2019		3,378	$	3.10	3/18/2024
4/8/2019		1,930	$	3.10	4/6/2024
11/19/2020		53,333	$	4.10	6/30/2024
11/19/2020		8,533	$	4.10	6/30/2024
1/8/2021		13,333	$	4.10	6/30/2024
1/11/2021		26,666	$	4.10	6/30/2024
2/13/2021		13,333	$	4.10	6/30/2024
3/16/2021		10,665	$	4.10	6/30/2024
3/16/2021		13,333	$	4.10	6/30/2024
8/31/2021		3,519,000	$	4.25	8/31/2026
8/31/2021		153,000	$	4.675	8/26/2026
9/29/2021		9,450	$	4.675	8/26/2026
		4,393,396

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

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Investments, Debt and Equity Securities [Abstract]

Marketable Securities

12 Months Ended

Dec. 31, 2021

Marketable Securities

Note 11 – Marketable Securities

The cost and fair value of marketable securities were $5,976,442 and $5,933,364 as of December 31, 2021, respectively, resulting in $43,078 unrealized loss.

The Company’s investment income amounted to $36,463 and $0 for the years ended December 31, 2021, and 2020, respectively, included in the investment income on the consolidated statement of operations.

PPP Loan

12 Months Ended

Dec. 31, 2021

PPP Loan [Abstract]

PPP Loan

Note 12 – PPP Loan

On May 5, 2021, and May 7, 2020, the Company applied for and received a loan for $190,100 in each year in connection with the Paycheck Protection Program (“PPP”) pursuant to the CARES Act that was signed into law on March 27, 2020.

The loans have a term of 5 years, are unsecured, and are guaranteed by the Small Business Administration. The loans bear interest at one percent per annum, with the first six months of interest and principal deferred. Some or all of the loans may be forgiven if at least 60% of the loans’ proceeds are used by the Company to cover payroll costs, including benefits, and if the Company maintains its employment and compensation within certain parameters during the period following the loans’ origination dates and comply with other relevant conditions.

The Company elected to account for the PPP loans as in-substance government grants by applying the guidance in IAS 20 by analogy based on the assessment that it is probable that it will meet both (a) the eligibility criteria for a PPP loans, and (b) the loan forgiveness criteria for all or substantially all of the PPP loans. Under this guidance, the Company recorded the loan proceeds in Other income in the consolidated statement of operations for the years ended December 31, 2021 and 2020.

As of December 31, 2021, the Company has been forgiven for its PPP loan that was incurred on May 7, 2020.

Income Taxes

12 Months Ended

Dec. 31, 2021

Income Tax Disclosure [Abstract]

Income Taxes

Note 13 - Income Taxes

The Company is subject to United States federal and Massachusetts state income taxes at an approximate combined rate of 29% in 2021. During the years ended December 31, 2021 and 2020, there was no provision for income taxes as the Company incurred losses during both periods. The primary component of the Company’s deferred tax assets are its net operating loss carryforwards. At December 31, 2021, the Company has a federal and state net operating loss carryforward of approximately $14,701,000 and $14,749,000, respectively, which begins expiring in 2034. The Company’s 2018 and after federal net operating losses can be carried forward indefinitely.

The valuation allowance against deferred tax assets was approximately $4.3 million and $3.2 million as of December 31, 2021, and 2020, respectively. During the years ended December 31, 2021, and 2020, the valuation allowance increased by approximately $1.2 million and $0.4 million, respectively.

As of December 31, 2021, the Company did not maintain any foreign subsidiaries and did not have previously deferred foreign earnings subject to the transition tax.

The income tax benefit differs from the amount of income tax determined by applying the U.S. federal income tax rate to pretax income for the years ended December 31, 2021 and 2020 due to the following:

	2021			2020
Computed “expected” tax benefit		(21.0	)%		(21.0	)%
Increase (decrease) in income taxes resulting from:
State taxes, net of federal benefit		(8.0	)%		(8.0	)%
Permanent differences		0	%		0	%
Increase in valuation reserve		29.0	%		29.0	%
		0	%		0	%

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.

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Commitments and Contingencies Disclosure [Abstract]

Commitments and Contingencies

12 Months Ended

Dec. 31, 2021

Commitments and Contingencies

Note 14 – Commitments and Contingencies

In November 2014, the Company entered an office space lease in Woburn, Massachusetts (the “Lease”), which is considered the Company’s corporate headquarters, which was extended through November 30, 2020, and then subsequently further on a month-to-month basis until a notice by either of the parties. This lease is accounted for as a short-term lease with the expense recognized on a monthly basis when incurred. The rent expense for this lease was $216,860 and $180,732 for the years ended December 31, 2021 and 2020, respectively.

On September 15, 2018, the Company executed an agreement to guarantee of the obligations of John W. Kennedy, our Chief Financial Officer, on a lease for Mr. Kennedy’s housing. The annual rental amount due on the lease is $32,400 and was paid by Mr. Kennedy for each of the years ended December 31, 2021 and 2020. At December 31, 2021 and 2020, the Company had no obligations either anticipated or currently payable under the guarantee.

Subsequent Events

12 Months Ended

Dec. 31, 2021

Subsequent Events [Abstract]

Subsequent Events

Note 15 – Subsequent Events

On January 11, 2022, the Company converted its marketable securities with a cost basis of $5,988,462 to cash equivalents. The Company realized a loss associated with this conversion of its marketable securities in the amount of $106,294.

On January 13, 2022, the Company issued 1,085,000 stock options. These stock options expire five years from the grant date, vest over a period of three to four years, and have an exercise price of $1.73.

On February 2, 2022, the Company entered into a new lease agreement for approximately 15,538 square feet of corporate office space in Billerica, Massachusetts. The lease has a term of 86 months, with the first two months of rent being $0, and subsequently escalating from $14,317 per month to $26,453 per month over the lease term.

Accounting Policies, by Policy (Policies)

12 Months Ended

Dec. 31, 2021

Cash and Cash Equivalents

Use of Estimates

Use of Estimates

Cash and Cash Equivalents

Accounts Receivable

Accounts Receivable

Investments in marketable securities

Investments in marketable securities

Inventory

Inventory

Property and Equipment

Property and Equipment

Long-lived Assets

Long-lived Assets

Revenue Recognition

Revenue Recognition

Grant Revenue

Grant Revenue

The Company’s grant revenues are derived from research programs by various departments of the National Institute of Health (NIH Grants).

Income Taxes

Income Taxes

The Company has no accruals for interest or penalties related to income tax matters. Tax years subsequent to 2017 remain open to examination by federal and state tax authorities.

Stock-based Compensation

Stock-based Compensation

The Company did not grant any stock options during the year ended December 31, 2020. The assumptions used in determining the fair value of share-based awards granted in 2021 are as follows:

Research and Development Expenses

Research and Development Expenses

Segments

Segments

The Company operates in a single business segment that includes the design, development and manufacturing of genetic analysis technologies.

Derivative Instruments

Derivative Instruments

At the IPO date, the Warrants and Underwriter Warrants (see Note 9) were accounted for as equity as these instruments meet all of the requirements for equity classification under ASC 815 and ASC 718.

Net Loss per Share

Net Loss per Share

The following potential shares of common stock were not considered in the computation of diluted net loss per share as their effect would have been antidilutive:

	December 31,
	2021		2020
Convertible preferred stock		-		5,791,556
Convertible promissory notes		-		345,266
Stock options		918,915		818,915
Warrants for common stock		4,393,396		658,262

Recently Issued Accounting Standards

Recently Issued Accounting Standards

The Company does not believe that any other recently issued but not yet effective accounting pronouncements will have a material effect on the accompanying consolidated financial statements.

Significant Accounting Policies (Tables)

12 Months Ended

Dec. 31, 2021

Schedule of fair value of share-based awards granted

Schedule of Inventory

	December 31,		December 31,
	2021		2020

Raw materials	$	91,995	$	59,416
Work in process		132,160		143,595
Total inventory	$	224,155	$	203,011

	2021
Risk-free interest rate		1.21	%
Expected option life		5 years
Expected dividend yield		0	%
Expected stock price volatility		52	%

Schedule of net loss per share

	December 31,
	2021		2020
Convertible preferred stock		-		5,791,556
Convertible promissory notes		-		345,266
Stock options		918,915		818,915
Warrants for common stock		4,393,396		658,262

Property, Plant and Equipment [Abstract]

Tabular disclosure of all significant concentrations of risk, including credit risk and market risk, arising from all financial instruments (as defined), whether from an individual counterparty or groups of counterparties. The disclosure concerning concentrations of risk may consist of the following information: (1) for concentrations of credit risk disclosure may include: (a) information about the (shared) activity, region, or economic characteristic that identifies the concentration, (b) the maximum amount of loss due to credit risk that, based on the gross fair value of the financial instrument, the entity would incur if parties to the financial instruments that make up the concentration failed completely to perform according to the terms of the contracts and the collateral or other security, if any, for the amount due proved to be of no value to the entity, (c) the policy of requiring collateral or other security to support financial instruments subject to credit risk, information about the entity's access to that collateral or other security, and the nature and a brief description of the collateral or other security supporting those financial instruments, and (d) the policy of entering into master netting arrangements to mitigate the credit risk of financial instruments, information about the arrangements for which the entity is a party, and a brief description of the terms of those arrangements, including the extent to which they would reduce the entity's maximum amount of loss due to credit risk and (2) for disclosure of quantitative information about the market risks of financial instruments that is consistent with the way the company manages or adjusts those risks, disclosure may include: (a) more details about current positions and perhaps activity during the period, (b) the hypothetical effects on comprehensive income (or net assets), or annual income, of several possible changes in market prices, (c) a gap analysis of interest rate re-pricing or maturity dates, (d) the duration of the financial instruments, (e) the entity's value at risk from derivatives and from other positions at the end of the reporting period and the average value at risk during the year, or (f) other ways of reporting quantitative information as internally developed.

+ References + Details

Property and Equipment, net (Tables)

12 Months Ended

Dec. 31, 2021

Schedule of property and equipment recorded at historical cost

	December 31,			December 31,
	2021			2020

Lab equipment	$	740,963		$	735,714
Leasehold improvements		74,390			74,390
Office equipment		5,896			-
Other		3,325			-
		824,574			810,104
Less: accumulated depreciation		(559,307	)		(472,863	)
	$	265,267		$	337,241

Accrued Expenses (Tables)

12 Months Ended

Dec. 31, 2021

Accrued Liabilities And Other Liabilities [Abstract]

Schedule of accrued expenses consist

	December 31,		December 31,
	2021		2020

Accrued interest		216,073		100,031
Other		95,332		23,608
	$	311,405	$	123,639

Fair Value Measurements (Tables)

12 Months Ended

Dec. 31, 2021

Fair Value Disclosures [Abstract]

Schedule of assets measured at fair value

	Fair Value Measurements Using
	Fair Value		Level 1		Level 2		Level 3
Cash and cash equivalents	$	60,021	$	60,021	$	-	$	-
Marketable securities		5,933,364		5,933,364		-		-
Total financial assets	$	5,993,385	$	5,993,385	$	-	$	-

Schedule of changes in Level 3 liabilities measured at fair value

	Convertible Notes
Balance at December 31, 2020	$	-
Issuance of Amended Notes (Note 8)		3,168,236
Change in fair value of convertible notes		195,962
Fair value of convertible notes at IPO date		(3,364,198	)
Balance at December 31, 2021	$	-

Stock Option Plan (Tables)

12 Months Ended

Dec. 31, 2021

Share-based Payment Arrangement [Abstract]

Schedule of stock option

	Number of Options		Weighted- Average Exercise Price per Share		Weighted Average Remaining Contractual Term (in Years)
Outstanding as of December 31, 2020		818,915	$	1.77		6.52
Granted		100,000	$	2.52
Exercised		-		-
Cancelled/Forfeited		-		-
Outstanding of December 31, 2021		918,915	$	2.09		5.79
Exercisable at December 31, 2021		918,288	$	2.09		5.79

Related Party Transactions (Tables)

12 Months Ended

Dec. 31, 2021

Schedule of outstanding payables

	December 31, 2021		December 31, 2020

Floral Finance	$	-	$	9,849
Genomic Diagnostic Technologies		23,725		16,675
St. Laurent Institute		313,679		113,954
St. Laurent Realty, Inc.		27,913		27,913
Stonemill Center		-		16,627
William St. Laurent		-		15,415
Total related party payables	$	365,317	$	200,433

Preferred Stock (Tables)

12 Months Ended

Dec. 31, 2021

Disclosure Text Block Supplement [Abstract]

Schedule of outstanding preferred stock

	Shares authorized		Shares issued			Issuance price per share
Series A-1 Convertible Preferred Stock				3,125,000	$	0.32
Series A-2 Convertible Preferred Stock				2,666,665	$	1.68
Series A Preferred stock		20,000,000		5,791,665

Common Stock Warrants (Tables)

12 Months Ended

Dec. 31, 2021

Stockholders' Equity Note [Abstract]

Schedule of fair value of the warrants

Risk-free interest rate		0.77% - 1.01 %
Expected life		5 years
Dividend yield		0%
Volatility		67%

Schedule of outstanding warrants to purchase common stock

Issuance Date	Number of Shares Issuable Upon Exercise of Outstanding Warrants		Exercise Price		Expiration Date
5/4/2017		3,860	$	3.10	5/3/2022
6/14/2017		1,351	$	3.10	6/13/2022
8/30/2018		3,088	$	3.10	8/29/2023
9/30/2018		60,506	$	3.10	9/29/2023
9/30/2018		486,486	$	2.16	9/29/2023
10/17/2018		1,157	$	3.10	10/16/2023
11/2/2018		964	$	3.10	11/1/2023
11/9/2018		964	$	3.10	11/8/2023
11/16/2018		964	$	3.10	11/15/2023
11/29/2018		964	$	3.10	11/28/2023
12/21/2018		964	$	3.10	12/20/2023
12/27/2018		964	$	3.10	12/26/2023
1/31/2019		1,930	$	3.10	1/30/2024
2/7/2019		1,640	$	3.10	2/6/2024
2/21/2019		1,640	$	3.10	2/20/2024
3/20/2019		3,378	$	3.10	3/18/2024
4/8/2019		1,930	$	3.10	4/6/2024
11/19/2020		53,333	$	4.10	6/30/2024
11/19/2020		8,533	$	4.10	6/30/2024
1/8/2021		13,333	$	4.10	6/30/2024
1/11/2021		26,666	$	4.10	6/30/2024
2/13/2021		13,333	$	4.10	6/30/2024
3/16/2021		10,665	$	4.10	6/30/2024
3/16/2021		13,333	$	4.10	6/30/2024
8/31/2021		3,519,000	$	4.25	8/31/2026
8/31/2021		153,000	$	4.675	8/26/2026
9/29/2021		9,450	$	4.675	8/26/2026
		4,393,396

Income Taxes (Tables)

12 Months Ended

Dec. 31, 2021

Income Tax Disclosure [Abstract]

Schedule of income tax benefit differs from the amount of income tax

	2021			2020
Computed “expected” tax benefit		(21.0	)%		(21.0	)%
Increase (decrease) in income taxes resulting from:
State taxes, net of federal benefit		(8.0	)%		(8.0	)%
Permanent differences		0	%		0	%
Increase in valuation reserve		29.0	%		29.0	%
		0	%		0	%

Nature of Operations and Basis of Presentation (Details) - USD ($)	1 Months Ended		12 Months Ended
	Sep. 29, 2021	Aug. 31, 2021	Dec. 31, 2021	Apr. 08, 2014
Nature of Operations and Basis of Presentation (Details) [Line Items]
Sale of stock		3,060,000
Common stock exercise price (in Dollars per share)		$ 4.25
Public price per share (in Dollars per share)		$ 4.25
Gross proceeds (in Dollars)		$ 13,000,000
Offering costs (in Dollars)		3,200,000
Cash (in Dollars)		1,600,000
Warrants issued (in Dollars)		$ 1,600,000
Convertible preferred common stock		3,130,622
Outstanding convertible preferred common stock		641,895
Purchase of additional shares			459,000
Additional warrants			459,000
Purchase of warrants		459,000
Warrant price per share (in Dollars per share)		$ 0.01
Company issued of shares	189,000
Underwriters price per share (in Dollars per share)	$ 4.24
Net proceeds (in Dollars)	$ 730,000
Purchase underwriters warrants	162,450
Exercise price per share (in Dollars per share)	$ 4.675
IPO [Member]
Nature of Operations and Basis of Presentation (Details) [Line Items]
Sale of stock		3,060,000
SeqLL, LLC [Member]
Nature of Operations and Basis of Presentation (Details) [Line Items]
Ownership interest percentage				100.00%

Significant Accounting Policies (Details) - USD ($)	12 Months Ended
Significant Accounting Policies (Details) - USD ($)	Dec. 31, 2021	Dec. 31, 2020
Significant Accounting Policies (Details) [Line Items]
Cash equivalents	$ 60,021
Allowance for doubtful accounts	$6,016	$6,016
sale of revenue	$ 16,484	$ 50,588
Grant revenue	$ 161,974	278,907
Tax position percentage	50.00%
Employees contractual term	10 years
Product Sales [Member]
Significant Accounting Policies (Details) [Line Items]
sale of revenue	$ 31,537	$ 0

Amount, including tax collected from customer, of revenue from satisfaction of performance obligation by transferring promised good or service to customer. Tax collected from customer is tax assessed by governmental authority that is both imposed on and concurrent with specific revenue-producing transaction, including, but not limited to, sales, use, value-added and excise.

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Significant Accounting Policies (Details) - Schedule of inventory - USD ($)	Dec. 31, 2021	Dec. 31, 2020
Schedule of inventory [Abstract]
Raw materials	$ 91,995	$ 59,416
Work in process	132,160	143,595
Total inventory	$ 224,155	$ 203,011

Significant Accounting Policies (Details) - Schedule of fair value of share-based awards granted	12 Months Ended
	Dec. 31, 2021
Schedule of fair value of share-based awards granted [Abstract]
Risk-free interest rate	1.21%
Expected option life	5 years
Expected dividend yield	0.00%
Expected stock price volatility	52.00%

Significant Accounting Policies (Details) - Schedule of net loss per share - shares	12 Months Ended
	Dec. 31, 2021	Dec. 31, 2020
Convertible preferred stock [Member]
Significant Accounting Policies (Details) - Schedule of net loss per share [Line Items]
Diluted net loss per share		5,791,556
Convertible promissory notes [Member]
Significant Accounting Policies (Details) - Schedule of net loss per share [Line Items]
Diluted net loss per share		345,266
Stock options [Member]
Significant Accounting Policies (Details) - Schedule of net loss per share [Line Items]
Diluted net loss per share	918,915	818,915
Warrants for common stock [Member]
Significant Accounting Policies (Details) - Schedule of net loss per share [Line Items]
Diluted net loss per share	4,393,396	658,262

Property and Equipment, net (Details) - USD ($)	12 Months Ended
Property and Equipment, net (Details) - USD ($)	Dec. 31, 2021	Dec. 31, 2020
Property, Plant and Equipment [Abstract]
Depreciation expense	$ 86,444	$ 108,759

Property and Equipment, net (Details) - Schedule of property and equipment recorded at historical cost - USD ($)	Dec. 31, 2021	Dec. 31, 2020
Property, Plant and Equipment [Line Items]
Property and equipment, gross	$ 824,574	$ 810,104
Less: accumulated depreciation	(559,307)	(472,863)
Property and equipment, net	265,267	337,241
Lab Equipment [Member]
Property, Plant and Equipment [Line Items]
Property and equipment, gross	740,963	735,714
Leasehold Improvements [Member]
Property, Plant and Equipment [Line Items]
Property and equipment, gross	74,390	74,390
Office Equipment [Member]
Property, Plant and Equipment [Line Items]
Property and equipment, gross	5,896
Other [Member]
Property, Plant and Equipment [Line Items]
Property and equipment, gross	$ 3,325

Accrued Expenses (Details) - Schedule of accrued expenses consist - USD ($)	Dec. 31, 2021	Dec. 31, 2020
Schedule of accrued expenses consist [Abstract]
Accrued interest	$ 216,073	$ 100,031
Other	95,332	23,608
Total accrued expenses	$ 311,405	$ 123,639

Fair Value Measurements (Details)	12 Months Ended
Fair Value Measurements (Details)	Dec. 31, 2021 USD ($) shares
Fair Value Disclosures [Abstract]
Shares of common stock \| shares	641,895
Fair value of the amended notes \| $	$ 89,239

Fair Value Measurements (Details) - Schedule of assets measured at fair value	12 Months Ended
	Dec. 31, 2021 USD ($)
Fair Value Measurements (Details) - Schedule of assets measured at fair value [Line Items]
Cash and cash equivalents	$ 60,021
Marketable securities	5,933,364
Total financial assets	5,993,385
Level 1 [Member]
Fair Value Measurements (Details) - Schedule of assets measured at fair value [Line Items]
Cash and cash equivalents	60,021
Marketable securities	5,933,364
Total financial assets	5,993,385
Level 2 [Member]
Fair Value Measurements (Details) - Schedule of assets measured at fair value [Line Items]
Cash and cash equivalents
Marketable securities
Total financial assets
Level 3 [Member]
Fair Value Measurements (Details) - Schedule of assets measured at fair value [Line Items]
Cash and cash equivalents
Marketable securities
Total financial assets

Fair Value Measurements (Details) - Schedule of changes in Level 3 liabilities measured at fair value	12 Months Ended
	Dec. 31, 2021 USD ($)
Schedule of changes in Level 3 liabilities measured at fair value [Abstract]
Balance at December 31, 2020
Issuance of Amended Notes (Note 8)	3,168,236
Change in fair value of convertible notes	195,962
Fair value of convertible notes at IPO date	(3,364,198)
Balance at December 31, 2021

Stock Option Plan (Details) - USD ($)	12 Months Ended
Stock Option Plan (Details) - USD ($)	Dec. 31, 2021	Dec. 31, 2020
Stock Option Plan (Details) [Line Items]
Future issuance of shares (in Shares)	2,581,085
Weighted average fair value of options granted (in Dollars per share)	$ 1.15
Stock-based compensation	$ 333,978	$ 20,210
Unrecognized compensation expense related to unvested share-based compensation awards	$ 2,772
Unvested share-based compensation awards expected term	1.3 years
2014 Equity Incentive Plan [Member]
Stock Option Plan (Details) [Line Items]
Grant of options (in Shares)	3,500,000

Stock Option Plan (Details) - Schedule of stock option	12 Months Ended
Stock Option Plan (Details) - Schedule of stock option	Dec. 31, 2021 USD ($) $ / shares shares
Schedule of stock option [Abstract]
Outstanding, Number of Options, beginning (in Dollars) \| $	$ 818,915
Outstanding, Weighted-Average Exercise Price per Share, beginning	$ 1.77
Outstanding, Weighted Average Remaining Contractual Term (in Years), beginning	6 years 6 months 7 days
Granted, Number of Options (in Shares) \| shares	100,000
Granted, Weighted-Average Exercise Price per Share	$ 2.52
Exercised, Number of Options (in Shares) \| shares
Exercised, Weighted-Average Exercise Price per Share
Exercised, Weighted Average Remaining Contractual Term (in Years)
Cancelled/Forfeited, Number of Options (in Shares) \| shares
Cancelled/Forfeited, Weighted-Average Exercise Price per Share
Cancelled/Forfeited, Weighted Average Remaining Contractual Term (in Years)
Outstanding and expected to vest, Number of Options, ending (in Shares) \| shares	918,915
Outstanding and expected to vest, Weighted-Average Exercise Price per Share, ending	$ 2.09
Outstanding and expected to vest, Weighted Average Remaining Contractual Term (in Years), ending	5 years 9 months 14 days
Exercisable, Number of Options (in Shares) \| shares	918,288
Exercisable, Weighted-Average Exercise Price per Share	$ 2.09
Exercisable, Weighted Average Remaining Contractual Term (in Years)	5 years 9 months 14 days

Related Party Transactions (Details) - Daniel Jones [Member] - USD ($)	1 Months Ended
	Aug. 20, 2021	Jul. 30, 2021	Dec. 31, 2021	Dec. 31, 2020
Related Party Transactions (Details) [Line Items]
Outstanding amount due			$ 0	$ 26,000
Loans	$ 50,000	$ 90,000

Carrying amount as of the balance sheet date of obligations due all related parties.

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Related Party Transactions (Details) - Schedule of outstanding payables - USD ($)	Dec. 31, 2021	Dec. 31, 2020
Related Party Transaction [Line Items]
Total related party payables	$ 365,317	$ 200,433
Floral Finance [Member]
Related Party Transaction [Line Items]
Total related party payables		9,849
Genomic Diagnostic Technologies [Member]
Related Party Transaction [Line Items]
Total related party payables	23,725	16,675
St. Laurent Institute [Member]
Related Party Transaction [Line Items]
Total related party payables	313,679	113,954
St. Laurent Realty, Inc. [Member]
Related Party Transaction [Line Items]
Total related party payables	27,913	27,913
Stonemill Center [Member]
Related Party Transaction [Line Items]
Total related party payables		16,627
William St. Laurent [Member]
Related Party Transaction [Line Items]
Total related party payables		$ 15,415

Receivables to be collected from (obligations owed to) related parties, net as of the balance sheet date where one party can exercise control or significant influence over another party; including affiliates, owners or officers and their immediate families, pension trusts, and so forth.

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