Document and Entity Information
Document and Entity Information - USD ($) | 12 Months Ended | ||
Dec. 31, 2017 | Feb. 10, 2018 | Jun. 30, 2017 | |
Document And Entity Information [Abstract] | |||
Document Type | 10-K | ||
Amendment Flag | false | ||
Document Period End Date | Dec. 31, 2017 | ||
Document Fiscal Year Focus | 2,017 | ||
Document Fiscal Period Focus | FY | ||
Trading Symbol | OGEN | ||
Entity Registrant Name | ORAGENICS INC | ||
Entity Central Index Key | 1,174,940 | ||
Current Fiscal Year End Date | --12-31 | ||
Entity Well-known Seasoned Issuer | No | ||
Entity Current Reporting Status | Yes | ||
Entity Voluntary Filers | No | ||
Entity Filer Category | Smaller Reporting Company | ||
Entity Common Stock, Shares Outstanding | 4,928,335 | ||
Entity Public Float | $ 5,473,726 |
Balance Sheets
Balance Sheets - USD ($) | Dec. 31, 2017 | Dec. 31, 2016 |
Current assets: | ||
Cash and cash equivalents | $ 6,166,143 | $ 4,080,618 |
Prepaid expenses and other current assets | 1,027,029 | 141,086 |
Total current assets | 7,193,172 | 4,221,704 |
Property and equipment, net | 21,659 | 87,462 |
Total assets | 7,214,831 | 4,309,166 |
Current liabilities: | ||
Accounts payable and accrued expenses | 818,044 | 1,277,066 |
Short-term notes payable | 80,478 | 66,377 |
Total current liabilities | 898,522 | 1,343,443 |
Shareholders' equity: | ||
Preferred stock, no par value; 50,000,000 and 20,000,000 shares authorized; 12,000,000 and -0- Series A shares, 6,600,000 and -0- Series B shares, 100 and -0- Series C shares issued and outstanding at December 31, 2017 and December 31, 2016, respectively | 6,309,608 | |
Common stock, $0.001 par value; 45,000,000 shares authorized 4,928,335 and 4,912,335 shares issued and outstanding at December 31, 2017 and December 31, 2016, respectively | 4,928 | 4,912 |
Stock subscription receivable | (30,563) | |
Additional paid-in capital | 101,402,570 | 97,660,646 |
Accumulated deficit | (101,400,797) | (94,669,272) |
Total shareholders' equity | 6,316,309 | 2,965,723 |
Total liabilities and shareholders' equity | $ 7,214,831 | $ 4,309,166 |
Balance Sheets (Parenthetical)
Balance Sheets (Parenthetical) - $ / shares | Dec. 31, 2017 | Dec. 31, 2016 |
Preferred stock, par value | ||
Preferred stock, shares authorized | 50,000,000 | 20,000,000 |
Common stock, par value | $ 0.001 | $ 0.001 |
Common stock, shares authorized | 45,000,000 | 45,000,000 |
Common stock, shares issued | 4,928,335 | 4,912,335 |
Common stock, shares outstanding | 4,928,335 | 4,912,335 |
Series A Preferred Stock [Member] | ||
Preferred stock, shares issued | 12,000,000 | 0 |
Preferred stock, shares outstanding | 12,000,000 | 0 |
Series B Preferred Stock [Member] | ||
Preferred stock, shares issued | 6,600,000 | 0 |
Preferred stock, shares outstanding | 6,600,000 | 0 |
Series C Preferred Stock [Member] | ||
Preferred stock, shares issued | 100 | 0 |
Preferred stock, shares outstanding | 100 | 0 |
Statements of Operations
Statements of Operations - USD ($) | 12 Months Ended | |
Dec. 31, 2017 | Dec. 31, 2016 | |
Income Statement [Abstract] | ||
Revenue, net | $ 0 | $ 0 |
Cost of revenue | 0 | 0 |
Gross profit | 0 | 0 |
Operating expenses: | ||
Research and development | 3,539,656 | 4,754,650 |
General and administrative | 3,178,662 | 3,787,855 |
Total operating expenses | 6,718,318 | 8,542,505 |
Loss from continuing operations | (6,718,318) | (8,542,505) |
Other income (expense): | ||
Interest income | 10,221 | 40,090 |
Interest expense | (216,328) | (4,116) |
Local business tax | (3,098) | (4,798) |
Changes in derivative liability | 188,727 | |
Other income | 7,271 | 14,013 |
Total other income (expense), net | (13,207) | 45,189 |
Loss from continuing operations before income taxes | (6,731,525) | (8,497,316) |
Income tax benefit | 0 | 0 |
Net loss from continuing operations | $ (6,731,525) | $ (8,497,316) |
Basic and diluted net loss per share from continuing operations | $ (1.37) | $ (1.90) |
Shares used to compute basic and diluted net loss per share from continuing operations | 4,926,275 | 4,460,933 |
Discontinued operations | ||
Profit (loss) from operations of discontinued component | $ 30,268 | |
Gain on sale of discontinued operations | 1,453,744 | |
Income tax benefit | $ 0 | 0 |
Profit from discontinued operations | $ 1,484,012 | |
Basic and diluted net profit per share from discontinued operations | $ 0.33 | |
Shares used to compute basic and diluted net profit per share from discontinued operations | 4,926,275 | 4,460,933 |
Net loss | $ (6,731,525) | $ (7,013,304) |
Basic and diluted net loss per share | $ (1.37) | $ (1.57) |
Shares used to compute basic and diluted net loss per share | 4,926,275 | 4,460,933 |
Statements of Changes in Shareh
Statements of Changes in Shareholders' Equity - USD ($) | Total | Series A Preferred Stock [Member] | Series B Preferred Stock [Member] | Series C Preferred Stock [Member] | Common Stock [Member] | Preferred Stock [Member] | Preferred Stock [Member]Series A Preferred Stock [Member] | Preferred Stock [Member]Series B Preferred Stock [Member] | Preferred Stock [Member]Series C Preferred Stock [Member] | Stock Subscription Receivable [Member] | Additional Paid In Capital [Member] | Additional Paid In Capital [Member]Series A Preferred Stock [Member] | Additional Paid In Capital [Member]Series B Preferred Stock [Member] | Additional Paid In Capital [Member]Series C Preferred Stock [Member] | Accumulated Deficit [Member] |
Beginning Balances at Dec. 31, 2015 | $ 4,731,025 | $ 3,986 | $ 92,383,007 | $ (87,655,968) | |||||||||||
Beginning Balances, Shares at Dec. 31, 2015 | 3,986,767 | ||||||||||||||
Issuance of common stock | 2,640,147 | $ 905 | $ (2,000,000) | 4,639,242 | |||||||||||
Issuance of common stock, Shares | 904,568 | ||||||||||||||
Repayment of stock subscription | 1,969,437 | 1,969,437 | |||||||||||||
Compensation expense relating to option issuances | 472,780 | 472,780 | |||||||||||||
Compensation expense relating to issuance of restricted shares | 14,438 | $ 3 | 14,435 | ||||||||||||
Compensation expense relating to issuance of restricted shares, shares | 3,000 | ||||||||||||||
Issuance of restricted common stock | 151,200 | $ 18 | 151,182 | ||||||||||||
Issuance of restricted common stock, Shares | 18,000 | ||||||||||||||
Net loss | (7,013,304) | (7,013,304) | |||||||||||||
Ending Balances at Dec. 31, 2016 | $ 2,965,723 | $ 4,912 | (30,563) | 97,660,646 | (94,669,272) | ||||||||||
Ending Balances, Shares at Dec. 31, 2016 | 4,912,335 | 4,912,335 | |||||||||||||
Repayment of stock subscription | $ 30,563 | $ 30,563 | |||||||||||||
Compensation expense relating to option issuances | 435,216 | 435,216 | |||||||||||||
Issuance of preferred stock and warrants, net of expenses | $ 2,865,304 | $ 3,253,175 | $ 1,245,508 | $ 1,679,301 | $ 1,619,796 | $ 1,573,874 | |||||||||
Issuance of preferred stock and warrants, net of expenses, Shares | 12,000,000 | 6,600,000 | |||||||||||||
Issuance of Series C preferred stock, net of expenses | $ 3,372,591 | $ 3,384,799 | $ (12,208) | ||||||||||||
Issuance of Series C preferred stock, net of expenses, Shares | 100 | ||||||||||||||
Compensation expense relating to issuance of restricted shares | 2,062 | 2,062 | |||||||||||||
Issuance of restricted common stock | 123,200 | $ 16 | 123,184 | ||||||||||||
Issuance of restricted common stock, Shares | 16,000 | ||||||||||||||
Net loss | (6,731,525) | (6,731,525) | |||||||||||||
Ending Balances at Dec. 31, 2017 | $ 6,316,309 | $ 4,928 | $ 6,309,608 | $ 101,402,570 | $ (101,400,797) | ||||||||||
Ending Balances, Shares at Dec. 31, 2017 | 4,928,335 | 4,928,335 | 18,600,100 |
Statements of Cash Flows
Statements of Cash Flows - USD ($) | 12 Months Ended | |
Dec. 31, 2017 | Dec. 31, 2016 | |
Cash flows from operating activities: | ||
Net loss | $ (6,731,525) | $ (7,013,304) |
Adjustments to reconcile net loss to net cash used in operating activities: | ||
Depreciation and amortization | 65,803 | 75,044 |
Loss on sale of fixed assets | 3,126 | |
Stock issued as compensation to non-employee directors | 123,200 | 151,200 |
Stock-based compensation expense | 437,278 | 487,218 |
Warrant issued in exchange for services | 118,237 | |
Gain on sale of discontinued operations | (1,453,744) | |
Decrease in fair value of derivative liability | (188,727) | |
Changes in operating assets and liabilities: | ||
Prepaid expenses and other current assets | (713,896) | 229,338 |
Accounts payable and accrued expenses | 525,777 | 446,037 |
Net cash used in operating activities | (6,363,853) | (7,075,085) |
Cash flows from investing activities: | ||
Proceeds from sale of fixed assets | 2,198 | |
Purchase of property and equipment | (27,179) | |
Proceeds from payment of note receivable | 250,000 | |
Proceeds from sale of discontinued operations | 1,450,000 | |
Net cash provided by investing activities | 1,675,019 | |
Cash flows from financing activities: | ||
Proceeds from issuance of note payable to shareholder | 2,400,000 | |
Payments on short-term notes payable | (157,946) | (158,100) |
Net proceeds from issuance of convertible preferred stock and warrants | 6,176,761 | |
Proceeds from payment of stock subscription receivable | 30,563 | 1,969,437 |
Net proceeds from issuance of common stock | 2,640,147 | |
Net cash provided by financing activities | 8,449,378 | 4,451,484 |
Net increase (decrease) in cash and cash equivalents | 2,085,525 | (948,582) |
Operating cash flows from discontinued operations | (54,155) | |
Cash and cash equivalents at beginning of period | 4,080,618 | 5,083,355 |
Cash and cash equivalents at end of period | 6,166,143 | 4,080,618 |
Supplemental disclosure of cash flow information: | ||
Interest paid | 4,495 | 4,116 |
Non-cash investing and financing activities: | ||
Borrowings under short term notes payable for prepaid expense | 172,047 | 161,125 |
Short-term note receivable from stockholder in exchange for the issuance of common stock | 2,000,000 | |
Par value of restricted shares issued | 160 | 230 |
Fair market value of 48,387 warrants issued for financial advisory services | 118,237 | |
Par value of restricted shares forfeited | $ (20) | |
Series C Preferred Stock [Member] | Convertible Notes Payable [Member] | ||
Non-cash investing and financing activities: | ||
Debt converted to Series C preferred stock | 2,400,000 | |
Series C Preferred Stock [Member] | Accounts Payable and Accrued Expenses [Member] | ||
Non-cash investing and financing activities: | ||
Debt converted to Series C preferred stock | $ 984,799 |
Statements of Cash Flows (Paren
Statements of Cash Flows (Parenthetical) | 12 Months Ended |
Dec. 31, 2017shares | |
Statement of Cash Flows [Abstract] | |
Warrants issued for financial advisory services | 48,387 |
Basis of Presentation
Basis of Presentation | 12 Months Ended |
Dec. 31, 2017 | |
Accounting Policies [Abstract] | |
Basis of Presentation | 1. Basis of Presentation The Company Oragenics, Inc. (formerly known as Oragen, Inc.) (the “Company” or “we”) was incorporated in November, 1996; however, operating activity did not commence until 1999. We are focused on becoming a leader in developing novel antibiotics against infectious disease and on developing effective treatments for oral mucositis. Basis of Presentation The accompanying financial statements of the Company have been prepared in accordance with accounting principles generally accepted in the United States (“US GAAP”) including the assumption of a going concern basis which contemplates the realization of assets and the settlement of liabilities and commitments in the normal course of business. The Company has incurred recurring losses and negative cash flows from operations since inception. To date the Company has not generated significant revenues from operations. The Company incurred a net loss of $6,731,525 and used cash of $6,363,853 in its operating activities during the year ended December 31, 2017. As of December 31, 2017, the Company had an accumulated deficit of $(101,400,797) and cash flows from operations were negative throughout 2017. During 2017, 2016, 2013 and 2012 the Company raised $9,684,799, $4,666,667, $14,900,000 and $13,000,000 in gross proceeds respectively through the sale of its preferred and common stock along with the conversion of a note payable to shareholder and accrued expenses to preferred stock. The Company expects to incur substantial expenditures to further develop each of its technologies. The Company believes the working capital at December 31, 2017 will be sufficient to meet the business objectives as presently structured through June 2018. The Company’s ability to continue operations after its current cash resources are exhausted depends on its ability to obtain additional financing or achieve profitable operations, as to which no assurances can be given. Cash requirements may vary materially from those now planned because of changes in the Company’s focus and direction of its research and development programs, competitive and technical advances, or other developments. Additional financing will be required to continue operations after the Company exhausts its current cash resources and to continue its long-term plans for clinical trials and new product development. There can be no assurance that any such financing can be realized by the Company, or if realized, what the terms thereof may be, or that any amount that the Company is able to raise will be adequate to support the Company’s working capital requirements until it achieves profitable operations. The Company intends to seek additional funding through sublicensing arrangements, joint venturing or partnering, sales of rights to technology, government grants and public or private financings. The Company’s future success depends on its ability to raise capital and ultimately generate revenue and attain profitability. The Company cannot be certain that additional capital, whether through selling additional debt or equity securities or obtaining a line of credit or other loan, will be available to it or, if available, will be on terms acceptable to the Company. If the Company issues additional securities to raise funds, these securities may have rights, preferences, or privileges senior to those of its common stock, and the Company’s current shareholders may experience dilution. If the Company is unable to obtain funds when needed or on acceptable terms, the Company may be required to curtail their current development programs, cut operating costs and forego future development and other opportunities. |
Significant Accounting Policies
Significant Accounting Policies | 12 Months Ended |
Dec. 31, 2017 | |
Accounting Policies [Abstract] | |
Significant Accounting Policies | 2. Significant Accounting Policies New Accounting Pronouncements In March 2016, the Financial Accounting Standards Board issued guidance on Compensation—Stock Compensation (Topic 718) Improvements to Employee Share-Based Payment Accounting, to simplify the accounting for share-based payment transactions, including the income tax consequences, classification of awards as either equity or liabilities, and classification on the statement of cash flows. Some of the areas for simplification apply only to nonpublic entities. The guidance is effective for annual and interim periods beginning after December 15, 2016. The adoption of this guidance has not had a material impact on the Company’s results of operation, financial position or disclosures. In February 2016, the FASB issued guidance to increase transparency and comparability among organizations by recognizing lease assets and lease liabilities on the balance sheet and disclosing key information about leasing arrangements. Previous lease accounting was criticized for failing to meet the needs of users of financial statements because it did not always provide a faithful representation of leasing transactions. In particular, it did not require lessees to recognize assets and liabilities arising from operating leases on the balance sheet. The guidance is effective for annual and interim periods beginning after December 15, 2018. Effective December 22, 2017, the SEC issued Staff Accounting Bulletin Topic 5 EE, Income Tax Accounting Implications of the Tax Cuts and Jobs Act (“SAB Topic 5 EE”). This staff accounting bulletin expresses the views of the SEC staff regarding application of ASC Topic 740 in the reporting period that includes December 22, 2017, the date on which the Tax Cuts and Jobs Act (the “Jobs Act”) was signed into law. The SEC recognizes that an entity may not have the necessary information available, prepared, or analyzed (including computations) for certain income tax effects of the Jobs Act in order to determine a reasonable estimate to be included as provisional amounts. In circumstances in which provisional amounts cannot be prepared, the SEC stated an entity should continue to apply ASC Topic 740 (e.g., when recognizing and measuring current and deferred taxes) based on the provisions of the tax laws that were in effect immediately prior to the Jobs Act being enacted until a reasonable estimate can be determined. There are no additional accounting pronouncements issued or effective during the twelve months ended December 31, 2017 that have had or are expected to have an impact on our financial statements. Use of Estimates The preparation of financial statements in conformity with US GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements, as well as the reported amounts of revenues and expenses during the reporting period. Actual results could differ from those estimates. The principal areas of estimation reflected in the financial statements are anticipated milestone payments, stock based compensation, valuation of warrants, and income tax valuation allowance. Inventory obsolescence reserve, sales returns and allowances and the allowance for doubtful accounts were the principal areas of estimation that had been reflected in the financial statements related to discontinued operations. Cash and Cash Equivalents Cash and cash equivalents consist of all cash balances and highly liquid investments with an original maturity of three months or less. The Company’s cash and cash equivalents are deposited in a financial institution and consist of demand deposits and overnight repurchase agreements and at times deposits are in excess of federally insured limits. Property and Equipment Property and equipment is stated at cost less accumulated depreciation and amortization. Depreciation is provided on the straight-line method over the estimated useful lives of the assets (three to seven years). Leasehold improvements are amortized over the shorter of the estimated useful life or the lease term of the related asset (three years). Business Segments In accordance with US GAAP, the Company is required to report segment information. As the Company only operates principally in one business segment, no additional reporting is required. Stock-Based Payment Arrangements Generally, all forms of stock-based payments, including stock option grants, warrants, and restricted stock grants are measured at their fair value on the awards’ grant date typically using a Black-Scholes pricing model. Stock-based compensation awards issued to non-employees Stock-Based Compensation US GAAP requires all stock-based payments to employees, including grants of employee stock options, to be recognized in the financial statements based on their fair values as of the grant date. Stock-based compensation expense is recorded over the requisite service period in which the grantee provides services to us, to the extent the options do not vest at the grant date and are subject to forfeiture. For performance-based awards that do not include market-based conditions, we record share-based compensation expense only when the performance-based milestone is deemed probable of achievement. We utilize both quantitative and qualitative criteria to judge whether milestones are probable of achievement. For awards with market-based performance conditions, we recognize the grant-date fair value of the award over the derived service period regardless of whether the underlying performance condition is met. Warrants The Company used the Black Scholes Option Pricing Model in calculating the relative fair value of any warrants that have been issued. Derivative Liabilities In accordance with ASC 480-10-25 re-measured Net Loss Per Share During all periods presented, the Company had securities outstanding that could potentially dilute basic earnings per share in the future, but were excluded from the computation of diluted net loss per share, as their effect would have been antidilutive. Because the Company reported a net loss for all periods presented, basic and diluted net loss per share amounts are the same for the periods presented. Net loss per share is computed using the weighted average number of shares of common stock outstanding. Impairment of Long-Lived Assets The Company periodically reviews their long-lived assets for impairment and reduces the carrying value to fair value whenever events or changes in circumstances indicate that the carrying value may not be recoverable. There were no impairment losses recorded during the years ended December 31, 2017 and 2016. Research and Development Expenses Research and development consists of expenses incurred in connection with the discovery and development of product candidates. These expenses consist primarily of the following: employee-related expenses, which include salaries and benefits and attending science conferences; costs incurred in connection with Exclusive Channel Collaboration (“ECC”) agreements with Intrexon, expenses incurred under agreements with contract research organizations, investigative sites and consultants that conduct our clinical trials and a substantial portion of nonclinical studies; the cost of acquiring and manufacturing clinical trial materials; facilities, depreciation and other allocated expenses, which include direct and allocated expenses for rent and maintenance of facilities and equipment, and depreciation of fixed assets; license fees for and milestone payments related to in-licensed Income Taxes Income taxes are accounted for under the asset and liability method. Deferred tax assets and liabilities are recognized for future tax consequences attributable to differences between the financial statement carrying amounts of existing assets and liabilities and their respective tax bases and operating loss and tax credit carryforwards. Deferred tax assets and liabilities are measured using enacted tax rates expected to apply to taxable income in the years in which those temporary differences are expected to be recovered or settled. The effect on deferred tax assets and liabilities of a change in tax rate is recognized in operations in the period that includes the enactment date. Deferred tax assets are reduced to estimated amounts expected to be realized by the use of a valuation allowance. Based on our historical operating losses, a valuation allowance has been recognized for all deferred tax assets. Under US GAAP, the impact of an uncertain income tax position on the income tax return must be recognized at the largest amount that is more-likely-than-not Concentrations Financial instruments which potentially subject the Company to concentrations of credit risk consist principally of cash and cash equivalents. The Company maintains cash accounts in commercial banks, which may, at times, exceed federally insured limits. The Company has not experienced any losses in such accounts. The Company believes it is not exposed to any significant credit risk on cash and cash equivalents. As of December 31, 2017, the uninsured portion of this balance was $5,916,143. As of December 31, 2016, the uninsured portion of this balance was $3,830,618. |
Property and Equipment, net
Property and Equipment, net | 12 Months Ended |
Dec. 31, 2017 | |
Property, Plant and Equipment [Abstract] | |
Property and Equipment, net | 3. Property and Equipment, net Property and equipment, net consists of the following as of December 31, 2017 and 2016: 2017 2016 Furniture and fixtures $ 20,742 $ 20,742 Laboratory equipment 812,215 812,215 Leasehold improvements 487,871 487,871 Office and computer equipment 285,326 285,326 1,606,154 1,606,154 Accumulated depreciation and amortization (1,584,495 ) (1,518,692 ) Property and equipment, net $ 21,659 $ 87,462 Depreciation and amortization expense for the years ending December 31, 2017 and 2016 was $65,803 and $75,044 respectively. |
Related Party Transactions
Related Party Transactions | 12 Months Ended |
Dec. 31, 2017 | |
Related Party Transactions [Abstract] | |
Related Party Transactions | 4. Related Party Transactions On November 8, 2017, we completed a private placement of $3,300,000 of Series B Non-Voting, Convertible The full $3,300,000 of Series B Convertible Preferred Stock is convertible, after giving effect to the reverse stock split (see Note 14 - Subsequent Events), into one million three hundred and twenty thousand shares of our Common Stock, based on a conversion of one share of Series B Preferred Stock into two shares of Common Stock. The purchase price per share of the Series B Preferred Stock is represented by $2.50 per share of the Common Stock on an as converted basis. In addition, we issued to the investors in the private placement accompanying common stock purchase warrants to purchase an aggregate, after giving effect to the reverse stock split (see Note 14 - Subsequent Events), of 1,064,518 shares of Common Stock (the “Fall 17 Warrants”). The Fall 17 Warrants have a term of seven years from the date of issuance, and are non-exercisable Concurrently with the Series B Preferred Stock Financing, we also entered into a Debt Conversion Agreement (the “Intrexon Debt Conversion Agreement”) with Intrexon Corporation (“Intrexon”) pursuant to which Intrexon exchanged the $2,400,000 unsecured non-convertible promissory C, Non-Voting, Non-Convertible Preferred On May 10, 2017 the Company entered into a Note Purchase Agreement with Intrexon pursuant to which the Company issued a $2.4 million unsecured non-convertible On June 27, 2016, the Company completed the sale of its consumer probiotics business to ProBiora Health, LLC, (“ProBiora Health”) an entity owned by Ms. Christine L. Koski, a director at the time of the transaction. The purchase price was $1,700,000 in cash of which $1,250,000 was paid at closing and $450,000 was payable on or before July 31, 2016. The note accrued interest at the rate of 1% per annum and was paid in full on July 29, 2016. In connection with the sale, ProBiora Health assumed certain liabilities. ProBiora Health is obligated to pay the Company contingent consideration annually over a 10 year period based on a percentage of sales of products using the Purchased Assets, with a maximum obligation to the Company of $2,000,000. The transaction was approved by a special committee of the Company’s board of directors consisting solely of disinterested directors and Griffin Securities rendered a fairness opinion in connection with the transaction. Ms. Koski, a director since 2009, and a significant shareholder of the Company through the Koski Family Limited Partnership, resigned as a director of the Company upon completion of the sale. In addition, the Company entered into a Transition Services Agreement (the “Agreement”) with ProBiora Health. Under the terms of the agreement, the Company provided accounting, inventory management, shipping, logistics, customer, vendor, supplier, general business support, IT, pharmacovigilance, quality assurance, regulatory, and clinical services to ProBiora Health. In exchange for the services, ProBiora Health paid the Company three percent (3%) of is net sales of all ProBiora3 products sold during the term of the Agreement. The term of the Agreement was for a ninety day (90) period. The Company also sublet space to ProBiora Health at the rate of $1,623 per month. The sublease ran through February 2017. The Company also provided fulfillment services to ProBiora Health during the term that the sublease is in effect. The Company received compensation for those services in an amount equal to the direct costs in providing such services. During the years ended December 31, 2017 and 2016, we received $10,388 and $26,333, respectively, from ProBiora Health under our Transition Services, sublease, and fulfillment services agreements with ProBiora Health. One June 30, 2016, the Company closed on a private placement, after giving effect to the reverse stock split (see Note 14 - Subsequent Events), of 904,568 shares of its common stock to three accredited investors. The investors in the private placement included current Company shareholders, KFLP (581,508 shares) and Intrexon Corporation (“Intrexon”) (226,142 shares), as well as the Company’s Chairman, Dr. Frederick Telling (96,918 shares). Approximately $4.667 million was raised of which $2,000,000 was payable by the KFLP under a note payable on or before September 30, 2016. On September 15, 2016, the note payable with the KFLP was amended. Under the terms of the amendment, the KFLP paid $1,000,000 on September 30, 2016 which was first applied to accrued interest and then to the outstanding principal balance. In addition, the amendment extended the maturity date on the remaining principal balance of the note payable to December 31, 2016 and increased the interest rate on the note payable from 3% per annum to 6% per annum. On December 29, 2016, the KFLP made a payment of $1,000,000 which was first applied to accrued interest and then to the outstanding principal balance. The note was paid in full in January of 2017. The private placement was approved by the Company’s audit committee and disinterested directors. As of December 31, 2016, including the results of the financing, Intrexon and the KFLP beneficially owned 31.5% and 34.5%, respectively of the Company’s common stock. During the year ended December 31, 2017 we paid cash of $594 and issued Series C Preferred Stock with a value of $1,188, and during the year ended December 31, 2016, we paid cash of $548,994, to Intrexon under our exclusive channel collaborative (“ECC”) agreement with Intrexon (See Note 9 – Licenses and Exclusive Channel Collaboration Agreements) to develop and commercialize lantibiotics (the “Lantibiotic ECC”). During the year ended December 31, 2017 we paid cash of $524,026 and issued Series C Preferred Stock with a value of $763,189, and during the year ended December 31, 2016, we paid cash of $932,645, to Intrexon under the ECC (See Note 9 – Licenses and Exclusive Channel Collaboration Agreements) agreement to develop and commercialize AG013 (the “Oral Mucositis ECC”). Included in accounts payable and accrued expenses at December 31, 2017 and 2016 are $39,457 and $524,620, respectively, related to unpaid invoices received from Intrexon relating to work performed under the ECC agreements. As of December 31, 2017 and 2016 Intrexon owned approximately 32% of our outstanding common stock. |
Accounts Payable and Accrued Ex
Accounts Payable and Accrued Expenses | 12 Months Ended |
Dec. 31, 2017 | |
Payables and Accruals [Abstract] | |
Accounts Payable and Accrued Expenses | 5. Accounts Payable and Accrued Expenses Accounts payable and accrued expenses consist of the following as of December 31, 2017 and 2016: 2017 2016 Accounts payable trade $ 618,360 $ 461,344 Intrexon Collaboration Agreements 39,457 524,620 Professional fees 45,000 169,239 Vacation 106,722 93,361 Deferred compensation -0- 25,500 Consulting fees 5,000 3,002 Other 3,505 -0- Total accounts payable and accrued expenses $ 818,044 $ 1,277,066 |
Short Term Notes Payable
Short Term Notes Payable | 12 Months Ended |
Dec. 31, 2017 | |
Debt Disclosure [Abstract] | |
Short Term Notes Payable | 6. Short Term Notes Payable The Company had the following short-term notes payable as of December 31, 2017 and 2016: 2017 2016 Product liability insurance financing of $31,985 and $49,395, due in monthly installments of $3,290 and $5,093 including principal and interest at 6.18% and 5.93% through January 10, 2018 and January 10, 2017, respectively $ 3,273 $ 4,884 Directors’ and officers’ liability insurance financing of $140,062 and $111,730 due in monthly installments of $13,059 and $10,407 including principal and interest at 5.09% and 4.89% through June 24, 2018 and June 24, 2017, respectively 77,205 61,493 Total short-term notes payable $ 80,478 $ 66,377 |
Shareholders' Equity
Shareholders' Equity | 12 Months Ended |
Dec. 31, 2017 | |
Equity [Abstract] | |
Shareholders' Equity | 7. Shareholders’ Equity Common Stock Increase in the Number of Authorized Shares and Approval of a Reverse Stock Split In January of 2017, we filed an amendment to our Amended and Restated Articles of Incorporation which increased the number of authorized shares of all classes of our capital stock from 120,000,000 shares to 270,000,000 shares by increasing the number of authorized shares of common stock from 100,000,000 shares of common stock to 250,000,000 shares of common stock. The amendment to our Amended and Restated Articles of Incorporation was previously approved by a majority of our shareholders. In addition, a majority of shareholders approved an amendment to our Amended and Restated Articles of Incorporation to effect a reverse stock split of our common stock by a ratio of not less than one-for-five one-for-ten, In December of 2017, we filed another amendment to our Amended and Restated Articles of Incorporation which increased the number of authorized shares of our common stock from 250,000,000 shares to 450,000,000. The amendment to our Amended and Restated Articles of Incorporation was previously approved by a majority of our shareholders. In addition, a majority of shareholders approved an amendment to our Amended and Restated Articles of Incorporation to effect a reverse stock split of our common stock by a ratio of not less than one-for-five one-for-ten, Issuance of Common Stock On June 30, 2016, the Company closed on a private placement, after giving effect to the reverse stock split (see Note 14 - Subsequent Events), of 904,568 shares of its common stock to three accredited investors. The investors in the private placement included current Company shareholders, KFLP (581,508 shares) and Intrexon Corporation (“Intrexon”) (226,142 shares), as well as the Company’s Chairman, Dr. Frederick Telling (96,918 shares). Approximately $4.667 million was raised of which $2,000,000 was payable under a note payable by the KFLP on or before September 30, 2016. The note accrued interest at 3% per annum. On September 15, 2016, the note payable with the KFLP was amended. Under the terms of the amendment, the KFLP paid $1,000,000 on September 30, 2016 which was first applied to accrued interest and then to the outstanding principal balance. In addition, the amendment extended the maturity date on the remaining balance of the note payable to December 31, 2016 and increased the interest rate on the note payable from 3% per annum to 6% per annum. On December 29, 2016, the KFLP made a payment of $1,000,000 which was first applied to accrued interest and then to the outstanding principal balance. The note was paid in full in January of 2017. The purchase price per share of the common stock sold in the private placement was $5.159, which was the midpoint of the closing quote on the Company’s primary exchange, NYSE American, on June 29, 2016, after giving effect to the reverse stock split (see Note 14 - Subsequent Events), as required by NYSE listing standards. The Company expects to use the net proceeds, after payment of offering expenses, for the continued funding of its research and development activities related to the Intrexon Exclusive Channel Collaborations and for general corporate purposes. Award of Shares to Non-employee On February 9, 2017, in connection with and in furtherance of the equity based award program, the Board approved the award of 4,000 restricted shares, after giving effect to the reverse stock split (see Note 14 - Subsequent Events), of Company common stock, to each of the Company’s non-employee non-employee On February 15, 2016, in connection with and in furtherance of the equity based award program, the Board approved the award of 4,000 restricted shares, after giving effect to the reverse stock split (see Note 14 - Subsequent Events), of Company common stock, to each of the Company’s non-employee Preferred Stock Issuance Of Series A Convertible Preferred Stock Financing On May 10, 2017 we entered into a securities purchase agreement with three accredited investors, to purchase up to $3,000,000 of Series A Convertible Preferred Stock (the “Series A Preferred Stock Financing”). The sale of the Preferred Stock took place in two separate closings and at the first closing which occurred on May 10, 2017, we received gross proceeds of approximately $1,302,000. The second closing occurred on July 25, 2017 and we received gross proceeds of approximately $1,698,000, which was the balance of the Preferred Stock Financing. The full $3,000,000 of Preferred Stock, and after giving effect to the reverse stock split (see Note 14 -Subsequent Events), is convertible into one million two hundred thousand shares of our Common Stock, based on a fixed conversion price of $2.50 per share on an as-converted non-exercisable On July 27, 2017, we entered into an agreement to amend the warrants issued in connection with the Series A Preferred Stock Financing to provide notification and objection requirements with respect to the change of control provisions. The change of control provisions in the warrants had previously caused the warrants to be treated as a derivative liability as opposed to being treated as equity on our balance sheet. The warrants have been replaced by amended and restated warrants containing such notification and objection requirements (the “Amended and Restated Common Stock Purchase Warrants”) so that the Amended and Restated Common Stock Purchase Warrants are now treated as equity on our balance sheet. All other terms of the original warrants remain unchanged by the Amended and Restated Common Stock Purchase Warrants. In connection with the Series A Preferred Financing, we filed a Certificate of Designations of Preferences, Rights and Limitations of Series A Preferred Stock with the Secretary of State of the State of Florida, to be effective May 10, 2017. The number of shares of Preferred Stock designated as Series A Preferred Stock is 12,000,000. In connection with the issuance and sale of the Series A Preferred Stock and Summer 17 Warrants, we granted certain demand registration rights and piggyback registration rights with respect to the shares of our Common Stock issuable upon conversion of the Preferred Stock and exercise of the Warrants, pursuant to a Registration Rights Agreement. Except as otherwise required by law, the Series A Preferred Stock shall have no voting rights. However, as long as any shares of Series A Preferred Stock are outstanding, we shall not, without the affirmative vote of the holders of a majority of the then outstanding shares of the Series A Preferred Stock, (a) alter or change adversely the powers, preferences or rights given to the Series A Preferred Stock or alter or amend the Certificate of Designation, (b) amend its articles of incorporation or other charter documents in any manner that adversely affects any rights of the holders of Series A Preferred Stock, (c) increase the number of authorized shares of Series A Preferred Stock, or (d) enter into any agreement with respect to any of the foregoing. Upon any liquidation, dissolution or winding-up The Series B Non-Voting, On November 8, 2017, we completed a private placement of $3,300,000 of Series B Non-Voting, Convertible The full $3,300,000 of Series B Convertible Preferred Stock is convertible, after giving effect to the reverse stock split (see Note 14 - non-exercisable In connection with the Series B Preferred Financing, we filed a Certificate of Designation and Rights of Series B Convertible Preferred Stock with the Secretary of State of the State of Florida, to be effective November 8, 2017. The number of shares of Preferred Stock designated as Series B Preferred Stock is 6,600,000. Except as otherwise required by law, the Series B Preferred Stock shall have no voting rights. However, as long as any shares of Series B Preferred Stock are outstanding, we shall not, without the affirmative vote of the holders of a majority of the then outstanding shares of the Series B Preferred Stock, (a) alter or change adversely the powers, preferences or rights given to the Series B Preferred Stock or alter or amend the Certificate of Designation, (b) amend its articles of incorporation or other charter documents in any manner that adversely affects any rights of the holders of Series B Preferred Stock, (c) increase the number of authorized shares of Series B Preferred Stock, or (d) enter into any agreement with respect to any of the foregoing. The Series B Preferred Stock shall rank (i) on par with the Common Stock and Series A Preferred Stock and junior to Series C Preferred Stock as to dividend rights and (ii) junior to Series C Preferred Stock, on par with Series A Preferred Stock and senior to the Common Stock as to distribution of assets upon liquidation, dissolution or winding-up Upon any liquidation, dissolution or winding-up The Series C Non-Voting, Non- Concurrently with the Series B Preferred Stock Financing, we also entered into a Debt Conversion Agreement (the “Intrexon Debt Conversion Agreement”) with Intrexon Corporation (“Intrexon”) pursuant to which Intrexon exchanged the $2,400,000 unsecured non-convertible promissory C, Non-Voting, Non-Convertible Preferred In connection with the Intrexon Debt Conversion Agreement, we filed a Certificate of Designation and Rights of Series C Non-Convertible Each issued and outstanding share of Series C Preferred Stock entitles the holder of record to receive dividends at the annual rate of twelve percent (12%) (the “Initial Rate”) of its Stated Value, payable by issuing additional shares of Series C Preferred Stock within thirty days after the end of each calendar year pro-rata The Series C Preferred Stock shall rank senior to the Common Stock, Series A Preferred Stock, Series B Preferred Stock and to any other equity securities issued by us (the “Junior Securities”) as to rights upon liquidation, dissolution or winding-up Upon any liquidation, dissolution or winding-up Increase in the Number of Authorized Shares In December of 2017, we filed an amendment to our Amended and Restated Articles of Incorporation which increased the number of authorized shares of our preferred stock from 20,000,000 shares to 50,000,000. The amendment to our Amended and Restated Articles of Incorporation was previously approved by a majority of our shareholders. Award of Shares to Employee On June 6, 2016, in connection with the Company’s employment of Dr. Alan Joslyn as President and Chief Executive Officer, the Company issued, after giving effect to the reverse stock split (see Note 14 - Subsequent Events), (i) stock options to purchase, 30,000 shares of the Company’s common stock at an exercise price equal to $5.50 per share which stock options shall vest in six installments of 5,000 shares every six months after June 6, 2016, provided that he has continued his employment with the Company through such dates, and (ii) 3,000 shares of restricted stock of the Company, vesting in two installments on the six month and twelve month anniversaries of June 6, 2016. Warrants After giving effect to the reverse stock split (see Note 14 - Subsequent Events), the Company’s outstanding and exercisable warrants as of December 31, 2017 are presented below: Exercise Price Total Warrants ExerciseableWarrants Expiration Date $ 3.10 48,387 — 9/19/2022 $ 3.10 462,106 462,106 5/10/2024 $ 3.10 602,414 — 7/25/2024 $ 3.10 1,064,518 — 11/8/2024 2,177,425 462,106 On July 31, 2017, warrants to acquire 17,559 shares of the Company’s common stock at a price of $15.00 per share expired. In connection with the Series A Preferred Stock financing and the Series B Preferred Stock financing, and after giving effect to the reverse stock split, the Company has issued warrants to purchase 2,129,038 shares of the Company’s Common stock. The warrants have a term of seven years from the date of issuance and are non-exercisable In addition, the Company issued a warrant to purchase 48,387 shares of the Company’s Common stock pursuant to the terms of a financial advisory services agreement. The warrant has a term of five years from the date of issuance and is non-exercisable As of December 31, 2017, there are 2,177,425 warrants and 260,633 stock options outstanding. If all warrants and stock options were exercised, the total number of outstanding common shares would be 7,366,393 as of December 31, 2017. |
Stock Compensation Plan
Stock Compensation Plan | 12 Months Ended |
Dec. 31, 2017 | |
Disclosure of Compensation Related Costs, Share-based Payments [Abstract] | |
Stock Compensation Plan | 8. Stock Compensation Plan The Company originally adopted the Oragenics, Inc. 2002 Stock Option and Incentive Plan (the “Stock Incentive Plan”) in September 2002 which was subsequently amended on several occasions until it was amended and restated as the Company’s 2012 Equity Incentive Plan (the “2012 Incentive Plan”). In May 2017, the 2012 Incentive Plan was amended to increase the available number of shares authorized for issuance under the 2012 Incentive Plan by 1,500,000 shares of common stock from 4,000,000 shares of common stock to 5,500,000 shares of common stock. In December 2017, the 2012 Incentive Plan was amended to increase the available number of shares authorized for issuance under the 2012 Incentive Plan by 2,000,000 shares of common stock from 5,500,000 shares of common stock to 7,500,000 shares of common stock. On January 8, 2018, the Company announced a reverse split of its common stock, $0.001 par value, at a ratio of 1 for 10, which became effective January 19, 2018 (See Note 14 - Subsequent Events). The reverse split also applied to common stock issuable upon the exercise of the Company’s outstanding stock options. To date, and after giving effect to the reverse stock split, 224,750 shares have been issued under the 2012 Incentive Plan. As a result of such issuances, and after giving effect to the reverse stock split, as of December 31, 2017 there is currently an aggregate of 525,250 shares available for issuance under the 2012 Incentive Plan, of which 260,633 shares are covered by outstanding option awards and 264,617 shares are available for future awards under the 2012 Incentive Plan. The purpose of the 2012 Incentive Plan is to advance the interests of the Company by affording certain employees and directors of the Company and key consultants and advisors an opportunity to acquire or increase their proprietary interests in the Company. The 2012 Incentive Plan authorizes the grant of stock options (incentive and non-statutory), Recipients of stock awards under our 2012 Incentive Plan become the owner of record of the stock immediately upon grant, which may be subject to certain restrictions. The balance of unvested restricted stock will be forfeited and automatically transferred back to us at no cost upon the termination of the recipient’s employment. Upon vesting of restricted stock that is made to recipients who are employees, the recipient has the option to settle minimum withholding taxes by electing to have us withhold otherwise deliverable shares having a fair market value equal to the required tax obligations (“net-settlement”). net-settlement The Company uses the Black-Scholes option pricing model to estimate the fair value of stock-based awards on the date of grant. The assumptions employed in the calculation of the fair value of share-based compensation expense were calculated as follows for all years presented: • Expected dividend yield — based on the Company’s historical dividend yield. • Expected volatility — based on the Company’s historical market price at consistent points in a period equal to the expected life of the options. • Risk-free interest rate — based on the US Treasury yield curve in effect at the time of grant. • Expected life of options — based on the Company’s historical life of options exercised, giving consideration to the contractual terms of the grants, vesting schedules and expectations of future employee behavior. The following table summarizes the assumptions used to estimate the fair value of stock options granted during the years ended December 31, 2017 and 2016: 2017 2016 Expected dividend yield 0% 0% Weighted-average expected volatility 143% 142% - Weighted-average risk-free interest rate 2.15% 1.59% - 2.40% Expected life of options 10 Years 10 Years Total compensation cost related to stock options was $435,218 and $472,780 for the years ended December 31, 2017 and 2016, respectively. As of December 31, 2017, there was $273,182 of unrecognized compensation costs related to stock options, which is expected to be recognized over a weighted average period of 1.0 years. The following table represents stock option activity as of and for the two years ended December 31, 2017 and 2016, respectively: Number of Option Weighted Outstanding at December 31, 2015 147,105 $7.80 – 104.00 $ 20.00 Forfeited (57,477 ) 8.40 – 54.00 24.00 Granted 72,525 5.50 – 8.40 6.90 Outstanding at December 31, 2016 162,153 $5.50 – 104.00 $ 12.80 Forfeited (7,120 ) 6.20 – 54.00 16.50 Granted 105,600 3.70 3.70 Outstanding at December 31, 2017 260,633 $3.70 – 104.00 $ 9.00 Exercisable at December 31, 2017 105,821 $5.50 - 104.00 $ 12.10 The total grant date fair value of options vested during the years ended December 31, 2017 and 2016 was $445,589 and $572,786, respectively. |
Licenses And Exclusive Channel
Licenses And Exclusive Channel Collaboration Agreements | 12 Months Ended |
Dec. 31, 2017 | |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | |
Licenses And Exclusive Channel Collaboration Agreements | 9. Licenses And Exclusive Channel Collaboration Agreements The Company has the following material licenses and Exclusive Channel Collaboration (“ECC”) agreements: The University of Florida Research Foundation Licenses MU1140 – Texas A&M License Agreement The Company entered into an exclusive licensing agreement with Texas A&M University System (College Station, TX) (“Texas A&M”) in December 2011 for access to new homologs of the lantibiotic MU1140 and other lantibiotics with improved pharmacological properties and structural features. The Company has ongoing obligations and commitments with respect to the MU1140 License. In the years ended December 31, 2017 and 2016 the Company paid Texas A&M $15,000 and $15,000, respectively, in connection with the Texas A&M license. These novel antibiotics may be useful to treat or prevent colonization and/or infections by one or more types of bacteria. The structural changes available to us from this license agreement may improve the bioactivity of MU1140. Under the terms of the Texas A&M license agreement, we filed two patent applications with the US Patent Office to secure the intellectual property related to these new lantibiotic homologs on February 27, 2012, entitled “Variants of the Lantibiotic MU1140 and Other Lantibiotics with Improved Pharmacological Properties and Structural Features” and “Replacement Therapy for Dental Carries.” On July 11, 2012 the Texas A&M license agreement was amended to add references to replacement therapy in the defined terms “Licensed Technology” and “Patent Rights”. All other terms of the Texas A&M license agreement remain unchanged. On May 18, 2015, the Texas A&M license agreement was amended to extend the enrollment of first patient in a Phase 1 clinical trial using the licensed technology, from on or before June 1, 2015, to on or before June 1, 2016. All other terms of the Texas A&M license agreement as amended remained unchanged. In October of 2016, the Texas A&M license agreement was amended to extend the enrollment of first patient in a Phase 1 clinical trial using the licensed technology, from on or before June 1, 2016, to on or before June 1, 2019 and provides for a payment of $25,000 commencing in 2017 and each year thereafter prior to the calendar year of the first sale of products using the licensed technology, as minimum annual consideration for the continuation of the license agreement. All other terms of the Texas A&M license agreement as amended remained unchanged. The term of the Texas A&M license agreement expires upon (i) the expiration of the applicable patent rights covered by the license agreement, (ii) the failure of any patent filed pursuant to the license agreement to issue, or (iii) the final and unappealable determination by a court that the patent rights are invalid. The Company may voluntarily terminate the license agreement upon 90 days written notice to Texas A&M. Texas A&M can terminate the license agreement if the Company materially breaches the license agreement and does not cure such breach within 60 days of receiving notice of such breach from Texas A&M. The Company has agreed to indemnify and hold the Texas A&M harmless from any damages caused as a result of alleged infringement of a third party’s intellectual property rights or as a result the production, manufacture, sale, use, lease, consumption or advertisement of the product. See Note 12 — Commitments and Contingencies. The Lantibiotic ECC On June 5, 2012, the Company entered into the Lantibiotic ECC with Intrexon that governs a “channel collaboration” arrangement in which the Company will use Intrexon’s advanced transgene and cell engineering platforms for the development and production of lantibiotics, a class of peptide antibiotics that are naturally produced in Gram-positive bacteria and contain the characteristic polycyclic thioether amino acids lanthionine and methyllanthonine (collectively, the “Lantibiotics Program”). The Lantibiotic ECC grants the Company an exclusive worldwide license to use patents and other intellectual property of Intrexon in connection with the research, development, use, importing, exporting, manufacture, sale, and offer for sale of drug products involving the direct administration to humans or companion animals of a lantibiotic for the prevention or treatment of infectious disease (“Oragenics Products”). Such license is exclusive with respect to any clinical development, selling, offering for sale or other commercialization of Oragenics Products, and otherwise is non-exclusive. Intrexon may terminate the Lantibiotic ECC if we fail to use diligent efforts to develop and commercialize Oragenics Products or if we elect not to pursue the development of a Lantibiotics Program identified by Intrexon that is a “Superior Therapy” as defined in the Lantibiotic ECC. We may voluntarily terminate the Lantibiotic ECC at any time upon 90 days written notice to Intrexon. Upon termination of the Lantibiotic ECC, the Company may continue to develop and commercialize any Oragenics Product that has been, at the time of termination: • commercialized by the Company; • approved by regulatory authorities; • a subject of an application for regulatory approval that is pending before the applicable regulatory authority; or • the subject of at least an ongoing Phase 1, Phase 2 or Phase 3 clinical trial in the Field (in the case of a termination by Intrexon due to an uncured material breach by the Company or a voluntary termination by the Company). The Company has ongoing obligations and commitments with respect to the Lantibiotic ECC. See Note 12 — Commitments and Contingencies. The Oral Mucositis ECC On June 9, 2015, the Company entered into an the Oral Mucositis ECC with Intrexon and Intrexon Actobiotics NV (“Actobiotics”), a wholly-owned subsidiary of Intrexon, through which the Company intends to research, develop and commercialize products, including the continued development and commercialization of AG013, for use in the treatment of oral mucositis in humans through the administration of an effector via genetically modified bacteria, but, in any case, excluding the delivery of anti-cancer effectors for the purpose of treatment or prophylaxis of cancer (collectively, the “Program”). Contemporaneously with the Oral Mucositis ECC, the Company and Intrexon also entered into a Stock Issuance Agreement (the “SIA”) which authorized the issuance of the Technology Access Fee and the future stock issuance of our Common Stock to Intrexon upon the achievement of designated milestones. The ECC governs the “channel collaboration” arrangement in which we will use Intrexon’s proprietary technology relating to the identification, design and production of genetically modified bacteria (the “Technology”) for the purpose of developing the Program. The Oral Mucositis ECC provides for the establishment of committees comprised from us and Intrexon representatives that will govern activities in the areas of project establishment, chemistry, manufacturing and controls, clinical and regulatory matters, commercialization efforts, and intellectual property. The Company has agreed to indemnify and hold Intrexon harmless from any damages caused as a result of (i) our negligence or willful misconduct, (ii) the use, handling, storage, or transport of Intrexon Materials (as defined in the Oral Mucositis ECC) or materials that are Actobiotics IP (as defined in the Oral Mucositis ECC), (iii) our breach of a material representation, warranty or covenant in the Oral Mucositis ECC, or (iv) the design, development, manufacture, regulatory approval, handling, storage, transport, distribution, sale or other disposition of any Oragenics Product. The Oral Mucositis ECC grants the Company an exclusive worldwide license to utilize Intrexon’s and Actobiotics’ intellectual property to develop and commercialize products, including the continued development and commercialization of AG013, for use in the treatment of oral mucositis in humans through the administration of an effector via genetically modified bacteria, but, in any case, excluding the delivery of anti-cancer effectors for the purpose of treatment or prophylaxis of cancer (the “Field”). It also grants us an exclusive license in the Field under all Information Controlled by Actobiotics (or otherwise by Intrexon) and existing as of the Effective Date relating to the regulatory approval of AG013, including regulatory filings, data, clinical trial reports, and rights thereunder. Under the Oral Mucositis ECC, and subject to certain exceptions, we are responsible for, among other things, funding the further anticipated development of products toward the goal of commercialization, conducting preclinical and clinical development of candidate products, as well as for other aspects of manufacturing and the commercialization of the product(s). The Company may voluntarily terminate the Oral Mucositis ECC upon 90 days written notice to Intrexon. Intrexon may also terminate the Oral Mucositis ECC if the Company breaches and fails to cure the breach within 60 days or the Company does not pursue development of the Superior Therapy identified by Intrexon that is a “Superior Therapy” as defined in the Oral Mucositis ECC. Upon termination of the Oral Mucositis ECC, the Company may continue to develop and commercialize any Company Product that, at the time of termination that satisfies at least one of the following criteria: (i) the particular Oragenics Product is being sold by the Company triggering profit sharing payments under the Oral Mucositis ECC to Intrexon; (ii) the particular Oragenics Product has received regulatory approval; (iii) the particular Oragenics Product is a subject of an application for regulatory approval in the Field covered by the Oral Mucositis ECC that is pending before the applicable regulatory authority; (iv) the particular Oragenics Product is AG013, and such Oragenics Product has been the subject of at least one completed Phase 2 clinical trial (as such is defined by relevant FDA guidelines) during the Term; or (v) the particular Oragenics Product other than AG013 and such Oragenics Product is the subject of at least an ongoing Phase 1, Phase 2 or Phase 3 clinical trial in the Field. Among other things, Intrexon is responsible for technology discovery efforts, cell-engineering development, and certain aspects of the manufacturing process. See Note 12 — Commitments and Contingencies. |
Retirement Plan
Retirement Plan | 12 Months Ended |
Dec. 31, 2017 | |
Retirement Benefits [Abstract] | |
Retirement Plan | 10. Retirement Plan The Company has a defined contribution Simple Individual Retirement Arrangement plan, which covers all employees and provides for a Company match of up to 3% of all employee compensation to the plan. Total matching contributions made by the Company for the years ended December 31, 2017 and 2016 were $34,097 and $33,237, respectively. |
Income Taxes
Income Taxes | 12 Months Ended |
Dec. 31, 2017 | |
Income Tax Disclosure [Abstract] | |
Income Taxes | 11. Income Taxes The components of the provision for income taxes for the years ended December 31, 2017 and 2016 are as follows: 2017 2016 Current $ — $ — Deferred (10,055,163 ) (2,587,731 ) Valuation Allowance 10,055,163 2,587,731 Total provision for income taxes $ — $ — At December 31, 2017 and 2016, the Company had temporary differences between the carrying amounts of assets and liabilities for financial reporting purposes and their respective income tax bases, as measured by enacted state and federal tax rates, as follows: 2017 2016 Deferred tax assets (liabilities): Net operating loss carryforward $ 23,343,153 $ 33,186,710 Accrued vacation 26,286 35,132 Deferrals of compensation to Directors & Officers — 9,596 Non-qualified 334,655 513,106 Restricted stock 27,877 42,590 Total deferred tax assets, net 23,731,971 33,787,134 Less valuation allowance (23,731,971 ) (33,787,134 ) Total net deferred taxes $ — $ — The following is a reconciliation of tax computed at the statutory federal rate to the income tax benefit in the statements of operations for the years ended December 31, 2017 and 2016: 2017 2016 Income tax benefit computed at statutory federal rate of 34% $ (2,288,791 ) $ (2,384,532 ) State income tax benefits, net of federal expense/benefit (244,362 ) (254,584 ) Change in valuation allowance (10,055,163 ) 2,587,731 Effect of new tax rate 12,461,939 — Non-deductible 126,377 185,607 Other — (134,222 ) Total $ — $ — In assessing the realizability of deferred tax assets, management considers whether it is more likely than not that some portion or all of the deferred tax assets will not be realized. The ultimate realization of deferred tax assets is dependent upon the generation of future taxable income during the periods in which those temporary differences become deductible. Management considers the scheduled reversal of deferred tax liabilities, projected future taxable income, and tax planning strategies in making this assessment. Based upon the levels of historical taxable income and projections of future taxable income over which the deferred tax assets are deductible, the Company believes that it is more likely than not that it will not be able to realize the benefits of some of these deductible differences. On December 22, 2017, the Jobs Act was enacted, which reforms corporate tax legislation in the United States and related laws. One of the provisions of the new tax law reduces the U.S. federal corporate tax rate from 35% to 21%. The Company remeasured certain deferred tax assets based on the rates at which they are expected to reverse in the future, which is generally 21%. However, the Company is still analyzing certain aspects of the Jobs Act and refining its calculations, which could potentially affect the measurement of this balance or potentially result in new deferred tax amounts. Any change in the Company’s reasonable estimates of the impact of the Jobs Act will be included in the reporting period in which the change is identified in accordance with SAB Topic 5 EE. The provisional amount recorded related to the remeasurement of our deferred tax balance was $10,055,163. Accordingly, a valuation allowance of $23,731,971 and $33,787,134 has been provided in the accompanying financial statements as of December 31, 2017 and 2016, respectively. The 2017 net change in valuation allowance related to deferred tax assets was a decrease of $10,055,163 primarily relating to net operating loss carryforwards and a change in the effective tax rate. The 2016 net change in valuation allowance related to deferred tax assets was an increase of $2,587,731 primarily relating to net operating loss carryforwards. At December 31, 2017, the Company has federal and state tax net operating loss carryforwards of approximately $93,966,000. The federal and state tax loss carryforward will expire through 2037, unless previously utilized. The Company also has federal research and development tax credit carryforwards of approximately $2,016,000. The federal tax credit carryforward will expire through 2027, unless previously utilized. Pursuant to Internal Revenue Service Code Sections 382 and 383, use of the Company’s net operating losses and credit carryforwards are limited due to a cumulative change in ownership of more than 50% that occurred in 2009 and in 2013. As a result of these 50% changes in ownership, the annual amount of pre-change For the years ended December 31, 2017 and 2016, the Company incurred $140,313 and $166,871, respectively, of additional unrecognized tax benefits that related to research and development credits. The entire amount of this unrecognized tax benefit, if recognized, would result in an increase to the deferred tax asset valuation allowance, and would not have an impact on the effective tax rate. The Company files its income tax returns in the U.S. federal jurisdiction and in Florida. With few exceptions, the Company is no longer subject to federal or state income tax examinations by tax authorities for years before 2013. A reconciliation of the beginning and ending amount of unrecognized tax benefits is as follows: Balance as of December 31, 2015 $ 1,708,466 Additions based on tax positions related to the current year 166,871 Additions for the tax positions of prior years — Reductions for the tax positions of prior years — Balance as of December 31, 2016 $ 1,875,337 Additions based on tax positions related to the current year 140,313 Additions for the tax positions of prior years — Reductions for the tax positions of prior years — Balance as of December 31, 2017 $ 2,015,650 Included in the balance at December 31, 2017 and 2016, are $2,015,650 and $1,875,337, respectively, of tax positions for which there is uncertainty about the validity of certain credits. The disallowance of the credits would impact the amount of gross deferred tax assets reflected in the accompanying footnotes. During the years 2017 and 2016 the Company did not recognize any interest and penalties. Due to the potential offset of the Company’s operating loss carryforward for any future activity, the amount attributed to interest and penalties would be immaterial. |
Commitments and Contingencies
Commitments and Contingencies | 12 Months Ended |
Dec. 31, 2017 | |
Commitments and Contingencies Disclosure [Abstract] | |
Commitments and Contingencies | 12. Commitments and Contingencies Leases The Company’s Alachua facility is being leased from a real estate developer for a term of three years under a lease that expired in December 2014. The Company signed a new lease agreement for the same facility with the same real estate developer in July 2014 with an effective date of December 2014 for a five year term. Under the new agreement, the rental payments range from $9,641 per month to $10,851 per month. Total rental expense for the Alachua facility during the year ended December 31, 2017 was approximately $131,000. In October of 2013, the Company renewed the leased office space for corporate, sales, and marketing personnel located in Tampa, FL. The lease is for approximately 4,168 square feet. The lease period for the office space is for thirty-nine months. Lease payments range from $6,426 per month to $6,818 per month inclusive of insurance, taxes and utilities. The lease expired on February 28, 2017. In November of 2016, the Company entered into an amendment for the leased office space for corporate personnel located in Tampa, FL. The amended lease is for approximately 2,207 square feet. The lease period for the office space is for thirty-six Future annual minimum payments under all non-cancelable Year ended December 31: 2018 198,183 2019 183,234 2020 9,399 Total $ 390,816 The University of Florida Research Foundation Licenses UFRF-MU1140 License. one-time one-time one-time one-time one-time The Company is required to make minimum annual maintenance payments to the UFRF for the term of the amended license agreement in the amount of $10,000 for the license agreement. The aggregate minimum annual payments are required to be paid in advance on a quarterly basis (i.e. $2,500 per quarter) for the license. The Company must also pay all patent costs and expenses incurred by the UFRF for the preparation, filing, prosecution, issuance and maintenance of the patents. The terms of the UFRF amended license agreement expire upon the earlier of (i) the date that no patents covered by the amended license agreement remain enforceable or (ii) the payment of earned royalties under the amended license agreement, once begun, ceases for more than three calendar quarters. The Company may voluntarily terminate the license agreement upon 90 days written notice to UFRF. UFRF may terminate the amended license agreement if the Company breaches its obligations to timely pay any amounts due under the amended license agreement, to submit development reports as required under the amended license agreement or commit any other breach of any other covenants contained in the amended license agreement and the Company fails to remedy such breach within 90 days after written notice of such breach by UFRF. The patent the Company had previously exclusively licensed from UFRF for its Replacement Therapy expired in June 2015 and the resulting license was terminated. The Company is currently evaluating its options with respect to the SMaRT Replacement Therapy technology. Texas A&M License Agreement Under the terms of the Texas A&M license agreement, the Company made an initial payment of five thousand dollars ($5,000) to Texas A&M. The Company must also pay to Texas A&M a royalty of five percent (5%) of net sales of products that include the licensed technology, subject to royalty stacking provisions with a two percent (2%) minimum royalty. Additionally, in order to maintain the exclusive license, commencing in 2014 and each year thereafter prior to the calendar year of the first sale of products using the licensed technology, the Company was to pay Texas A&M $15,000 as minimum annual consideration for the continuation of the license agreement. In October of 2016 the Texas A&M license agreement was amended to provide for a payment of $25,000 commencing in 2017 and each year thereafter prior to the calendar year of the first sale of products using the licensed technology, as minimum annual consideration for the continuation of the license agreement. Once the Company commences the sale of products that include the technology the Company licenses from Texas A&M the Company must pay a minimum annual amount of $100,000 to Texas A&M and every year thereafter through the expiration of the Agreement. However, once sales begin, any royalty payments the Company makes on net sales will be credited against the $100,000 required maintenance payment. The Company must also pay all patent costs and expenses for the preparation, filing, prosecution, issuance and maintenance of the patent rights. Sales by sublicensees are subject to the royalty rate above, and the Company is responsible for certain payments to Texas A&M for any other consideration received that are not in the form of a royalty. Pursuant to the amended Texas A&M license agreement, the Company is obligated to meet the following milestones and make milestone payments: (i) enrollment of first patient in a Phase 1 clinical trial using the licensed technology, to occur on or before June 1, 2019, with a milestone achievement payment of $50,000, (ii) completion of Phase 2 clinical trial using the licensed technology to occur on or before June 1, 2022, with a milestone achievement payment of $100,000, (iii) completion of Phase 3 clinical trial of the licensed technology to occur on or before June 1, 2025, with a milestone achievement payment of $150,000, and (iv) first sale of the licensed technology to occur on or before June 1, 2026 with a milestone achievement payment of $400,000. If we fail to accomplish the milestones or fail to achieve net sales of products including the licensed technology for two consecutive calendar years Texas A&M at its sole option may waive the requirement, negotiate the missed milestones or terminate the license agreement. None of the Texas A&M milestones had been achieved as of December 31, 2017. The Lantibiotic ECC Under the Lantibiotic ECC, and subject to certain exceptions, the Company is responsible for, among other things, funding the further anticipated development of lantibiotics toward the goal of commercialization, conducting nonclinical and clinical development of candidate lantibiotics, as well as for other aspects of manufacturing and the commercialization of the product(s). Among other things, Intrexon is responsible for technology discovery efforts, cell-engineering development, certain aspects of the manufacturing process, and costs of filing, prosecution and maintenance of Intrexon’s patents. In November of 2017 the Lantibiotic ECC was amended to: (i) consolidate the development milestone payments into one payment of $25,000,000, being due six months after receiving FDA approval of a New Drug Application, (ii) reduce the sublicense revenue percentage we would have had to pay from 50% to 25% of sublicensing revenue, (iii) reduce the royalty rate from 25% of Product Profit to 10% of Net Sales, (iv) revise the form of milestone payments from being share based or cash at the Company’s election to only cash, and (v) commit that Diligent Efforts (as defined in the Lantibiotic ECC) in pursuing the Lantibiotic Program would be deemed satisfied in 2018 provided that at least $1,200,000 was expended for the advancement of the Lantibiotic Program. In November of 2017, the Stock Issuance Agreement was also amended. Under the terms of the amendment, the Company has agreed to make certain payments, in cash, to Intrexon upon our achievement of designated milestones. The milestone events and amounts payable are as follows: (i) a one-time (ii) a one-time (iii) a one-time Pursuant to the terms of the amendment, we will also pay Intrexon on a quarterly basis 10% of Net Sales derived in that quarter from the sale of products developed from the Lantibiotic ECC, calculated on an Oragenics Product-by-Oragenics On July 21, 2016, the Lantibiotics ECC was amended to revise the definition of Field in view of a provisional patent application filing between Intrexon and Oragenics and to further clarify Oragenics’ rights under the Lantibiotic ECC to genetically modified Streptococcus mutans None of the Lantibiotic ECC milestones had been achieved as of December 31, 2017. The Oral Mucositis ECC Under the Oral Mucositis ECC, and subject to certain exceptions, the Company is responsible for, among other things, funding the further anticipated development of products toward the goal of commercialization, conducting preclinical and clinical development of candidate products, as well as for other aspects of manufacturing and the commercialization of the product(s). Among other things, Intrexon is responsible for technology discovery efforts, cell-engineering development, and certain aspects of the manufacturing process. In November of 2017 the Company amended the Oral Mucositis ECC to: (i) consolidate the development milestone payments into one payment of $27,500,000 being due within six months after receiving FDA approval of a New Product Application; (ii) reduce the sublicense revenue percentage from 50% to 25% of sublicensing revenue; and (iii) revise the field in which the Company has exclusive rights to its Oral Mucositis product candidate for the treatment of Oral Mucositis to clarify that the Company has an exclusive for the treatment of Oral Mucositis in humans regardless of etiology. Pursuant to the terms of the Oral Mucositis ECC, as amended, we are obligated to pay Intrexon on a quarterly basis 12% of the net sales derived from the sale of products developed from the exclusive channel collaboration. We are also obligated to pay Intrexon on a quarterly basis, 25% of revenue obtained in that quarter from a sublicensor in the the event of a sublicensing arrangement. In November of 2017, the Stock Issuance Agreement and Oral Mucositis ECC were amended. Under the terms of the amendment, the Company has agreed to make certain payments to Intrexon upon our achievement of designated milestones in the form of shares of our Common Stock (based upon the fair market value of the shares otherwise required to be issued) unless the issuance of such shares would reasonably likely cause Intrexon to consolidate our financial statements with Intrexon’s financial statements, or at our option make a cash payment to Intrexon. The milestone events and amounts payable are as follows: (i) a one time payment of twenty seven million five hundred thousand United States dollars ($27,500,000) within six (6) months of the achievement of the Regulatory Approval Milestone Event meaning receiving approval from the FDA of a New Product Application for an Oragenics Product (or equivalent regulatory action in a foreign jurisdiction); (ii) a one-time (iii) a one-time None of the Oral Mucositis ECC milestones had been achieved as of December 31, 2017. The Oral Mucositis ECC provides that in the event (i) Oragenics is required to make a milestone payment in cash as an issuance of shares would cause Intrexon to consolidate the Company’s financial statements with Intrexon’s financial statements, and (ii) Oragenics reasonably concludes that a cash milestone payment would have an adverse effect on its working capital needs over the next twelve (12) months, then such cash payment shall be in the form of an interest bearing promissory note with a maturity date of less than twelve (12) months and include other conventional market terms that would not be expected to unreasonably have an adverse effect on Oragenics working capital needs over such twelve (12) month period. |
Unaudited Quarterly Financial I
Unaudited Quarterly Financial Information | 12 Months Ended |
Dec. 31, 2017 | |
Quarterly Financial Information Disclosure [Abstract] | |
Unaudited Quarterly Financial Information | 13. Unaudited Quarterly Financial Information The quarterly interim financial information shown below has been prepared by the Company’s management and is unaudited. It should be read in conjunction with the audited financial statements appearing herein. 2017 First Second Third Fourth Revenues $ — $ — $ — $ — Total operating expenses 1,987,656 1,396,759 1,921,520 1,412,383 Profit (loss) from discontinued operations (121 ) 121 -0- — Net Loss (1,982,696 ) (1,220,866 ) (2,067,230 ) (1,460,733 ) Loss per share: Basic and diluted net loss per share from continuing operations $ (0.40 ) $ (0.25 ) $ (0.42 ) $ (0.30 ) Basic and diluted net profit per share from discontinued operations $ 0.00 $ 0.00 $ 0.00 $ 0.00 2016 First (1) Second Third Fourth Revenues $ — $ — $ — $ — Total operating expenses 2,074,645 1,733,282 2,026,670 2,707,908 Profit from discontinued operations 11,113 1,420,947 42,566 9,386 Net Loss (2,062,885 ) (312,615 ) (1,963,007 ) (2,674,797 ) Loss per share: Basic and diluted net loss per share from continuing operations $ (0.52 ) $ (0.43 ) $ (0.41 ) $ (0.55 ) Basic and diluted net profit per share from discontinued operations $ 0.00 $ 0.35 $ 0.01 $ 0.00 (1) Certain amounts previously reported as revenue, cost of revenue, research and development, selling, general and administrative relating to the consumer probiotic business is now reported as profit (loss) from discontinued operations. |
Subsequent Event
Subsequent Event | 12 Months Ended |
Dec. 31, 2017 | |
Subsequent Events [Abstract] | |
Subsequent Event | 14. Subsequent Event On January 8, 2018, the Company announced a reverse split of its common stock, $0.001 par value, at a ratio of 1 for 10, which became effective January 19, 2018 (the “Effective Date”). The Company’s common stock began trading on a split-adjusted basis on January 22, 2018 under the existing trading symbol “OGEN”. As a result of the reverse split, each 10 pre-split non-assessable. On November 3, 2017, the board of directors of the Company approved the reverse stock split, subject to shareholder approval. The majority shareholders approved giving the Board discretionary authority to enact the reverse stock split by written consent on December 1, 2017 in accordance with the Company’s current articles of incorporation and bylaws. The Board approved the reverse stock split on a one for ten ratio on January 8, 2018. No fractional shares were issued as a result of the reverse stock split. Shareholders who otherwise would be entitled to a fractional share because they hold a number of shares not evenly divisible by the 1 for 10 reverse split ratio, were automatically entitled to receive an additional fractional share of the Company’s common stock to round up to the next whole share. On January 30, 2018, the Company issued 1.733 shares of the Company’s Series C Preferred Stock as a dividend to the holders Series C Preferred Stock. |
Significant Accounting Polici22
Significant Accounting Policies (Policies) | 12 Months Ended |
Dec. 31, 2017 | |
New Accounting Pronouncements | New Accounting Pronouncements In March 2016, the Financial Accounting Standards Board issued guidance on Compensation—Stock Compensation (Topic 718) Improvements to Employee Share-Based Payment Accounting, to simplify the accounting for share-based payment transactions, including the income tax consequences, classification of awards as either equity or liabilities, and classification on the statement of cash flows. Some of the areas for simplification apply only to nonpublic entities. The guidance is effective for annual and interim periods beginning after December 15, 2016. The adoption of this guidance has not had a material impact on the Company’s results of operation, financial position or disclosures. In February 2016, the FASB issued guidance to increase transparency and comparability among organizations by recognizing lease assets and lease liabilities on the balance sheet and disclosing key information about leasing arrangements. Previous lease accounting was criticized for failing to meet the needs of users of financial statements because it did not always provide a faithful representation of leasing transactions. In particular, it did not require lessees to recognize assets and liabilities arising from operating leases on the balance sheet. The guidance is effective for annual and interim periods beginning after December 15, 2018. Effective December 22, 2017, the SEC issued Staff Accounting Bulletin Topic 5 EE, Income Tax Accounting Implications of the Tax Cuts and Jobs Act (“SAB Topic 5 EE”). This staff accounting bulletin expresses the views of the SEC staff regarding application of ASC Topic 740 in the reporting period that includes December 22, 2017, the date on which the Tax Cuts and Jobs Act (the “Jobs Act”) was signed into law. The SEC recognizes that an entity may not have the necessary information available, prepared, or analyzed (including computations) for certain income tax effects of the Jobs Act in order to determine a reasonable estimate to be included as provisional amounts. In circumstances in which provisional amounts cannot be prepared, the SEC stated an entity should continue to apply ASC Topic 740 (e.g., when recognizing and measuring current and deferred taxes) based on the provisions of the tax laws that were in effect immediately prior to the Jobs Act being enacted until a reasonable estimate can be determined. There are no additional accounting pronouncements issued or effective during the twelve months ended December 31, 2017 that have had or are expected to have an impact on our financial statements. |
Use of Estimates | Use of Estimates The preparation of financial statements in conformity with US GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements, as well as the reported amounts of revenues and expenses during the reporting period. Actual results could differ from those estimates. The principal areas of estimation reflected in the financial statements are anticipated milestone payments, stock based compensation, valuation of warrants, and income tax valuation allowance. Inventory obsolescence reserve, sales returns and allowances and the allowance for doubtful accounts were the principal areas of estimation that had been reflected in the financial statements related to discontinued operations. |
Cash and Cash Equivalents | Cash and Cash Equivalents Cash and cash equivalents consist of all cash balances and highly liquid investments with an original maturity of three months or less. The Company’s cash and cash equivalents are deposited in a financial institution and consist of demand deposits and overnight repurchase agreements and at times deposits are in excess of federally insured limits. |
Property and Equipment | Property and Equipment Property and equipment is stated at cost less accumulated depreciation and amortization. Depreciation is provided on the straight-line method over the estimated useful lives of the assets (three to seven years). Leasehold improvements are amortized over the shorter of the estimated useful life or the lease term of the related asset (three years). |
Business Segments | Business Segments In accordance with US GAAP, the Company is required to report segment information. As the Company only operates principally in one business segment, no additional reporting is required. |
Stock-Based Payment Arrangements | Stock-Based Payment Arrangements Generally, all forms of stock-based payments, including stock option grants, warrants, and restricted stock grants are measured at their fair value on the awards’ grant date typically using a Black-Scholes pricing model. Stock-based compensation awards issued to non-employees |
Stock-Based Compensation | Stock-Based Compensation US GAAP requires all stock-based payments to employees, including grants of employee stock options, to be recognized in the financial statements based on their fair values as of the grant date. Stock-based compensation expense is recorded over the requisite service period in which the grantee provides services to us, to the extent the options do not vest at the grant date and are subject to forfeiture. For performance-based awards that do not include market-based conditions, we record share-based compensation expense only when the performance-based milestone is deemed probable of achievement. We utilize both quantitative and qualitative criteria to judge whether milestones are probable of achievement. For awards with market-based performance conditions, we recognize the grant-date fair value of the award over the derived service period regardless of whether the underlying performance condition is met. |
Derivative Liabilities | Derivative Liabilities In accordance with ASC 480-10-25 re-measured |
Net Loss Per Share | Net Loss Per Share During all periods presented, the Company had securities outstanding that could potentially dilute basic earnings per share in the future, but were excluded from the computation of diluted net loss per share, as their effect would have been antidilutive. Because the Company reported a net loss for all periods presented, basic and diluted net loss per share amounts are the same for the periods presented. Net loss per share is computed using the weighted average number of shares of common stock outstanding. |
Impairment of Long-Lived Assets | Impairment of Long-Lived Assets The Company periodically reviews their long-lived assets for impairment and reduces the carrying value to fair value whenever events or changes in circumstances indicate that the carrying value may not be recoverable. There were no impairment losses recorded during the years ended December 31, 2017 and 2016. |
Research and Development Expenses | Research and Development Expenses Research and development consists of expenses incurred in connection with the discovery and development of product candidates. These expenses consist primarily of the following: employee-related expenses, which include salaries and benefits and attending science conferences; costs incurred in connection with Exclusive Channel Collaboration (“ECC”) agreements with Intrexon, expenses incurred under agreements with contract research organizations, investigative sites and consultants that conduct our clinical trials and a substantial portion of nonclinical studies; the cost of acquiring and manufacturing clinical trial materials; facilities, depreciation and other allocated expenses, which include direct and allocated expenses for rent and maintenance of facilities and equipment, and depreciation of fixed assets; license fees for and milestone payments related to in-licensed |
Income Taxes | Income Taxes Income taxes are accounted for under the asset and liability method. Deferred tax assets and liabilities are recognized for future tax consequences attributable to differences between the financial statement carrying amounts of existing assets and liabilities and their respective tax bases and operating loss and tax credit carryforwards. Deferred tax assets and liabilities are measured using enacted tax rates expected to apply to taxable income in the years in which those temporary differences are expected to be recovered or settled. The effect on deferred tax assets and liabilities of a change in tax rate is recognized in operations in the period that includes the enactment date. Deferred tax assets are reduced to estimated amounts expected to be realized by the use of a valuation allowance. Based on our historical operating losses, a valuation allowance has been recognized for all deferred tax assets. Under US GAAP, the impact of an uncertain income tax position on the income tax return must be recognized at the largest amount that is more-likely-than-not |
Concentrations | Concentrations Financial instruments which potentially subject the Company to concentrations of credit risk consist principally of cash and cash equivalents. The Company maintains cash accounts in commercial banks, which may, at times, exceed federally insured limits. The Company has not experienced any losses in such accounts. The Company believes it is not exposed to any significant credit risk on cash and cash equivalents. As of December 31, 2017, the uninsured portion of this balance was $5,916,143. As of December 31, 2016, the uninsured portion of this balance was $3,830,618. |
Warrant [Member] | |
Warrants | Warrants The Company used the Black Scholes Option Pricing Model in calculating the relative fair value of any warrants that have been issued. |
Property and Equipment, net (Ta
Property and Equipment, net (Tables) | 12 Months Ended |
Dec. 31, 2017 | |
Property, Plant and Equipment [Abstract] | |
Summary of Property and Equipment, Net | Property and equipment, net consists of the following as of December 31, 2017 and 2016: 2017 2016 Furniture and fixtures $ 20,742 $ 20,742 Laboratory equipment 812,215 812,215 Leasehold improvements 487,871 487,871 Office and computer equipment 285,326 285,326 1,606,154 1,606,154 Accumulated depreciation and amortization (1,584,495 ) (1,518,692 ) Property and equipment, net $ 21,659 $ 87,462 |
Accounts Payable and Accrued 24
Accounts Payable and Accrued Expenses (Tables) | 12 Months Ended |
Dec. 31, 2017 | |
Payables and Accruals [Abstract] | |
Summary of Accounts Payable and Accrued Expenses | Accounts payable and accrued expenses consist of the following as of December 31, 2017 and 2016: 2017 2016 Accounts payable trade $ 618,360 $ 461,344 Intrexon Collaboration Agreements 39,457 524,620 Professional fees 45,000 169,239 Vacation 106,722 93,361 Deferred compensation -0- 25,500 Consulting fees 5,000 3,002 Other 3,505 -0- Total accounts payable and accrued expenses $ 818,044 $ 1,277,066 |
Short Term Notes Payable (Table
Short Term Notes Payable (Tables) | 12 Months Ended |
Dec. 31, 2017 | |
Debt Disclosure [Abstract] | |
Summary of Short Term Notes Payable | The Company had the following short-term notes payable as of December 31, 2017 and 2016: 2017 2016 Product liability insurance financing of $31,985 and $49,395, due in monthly installments of $3,290 and $5,093 including principal and interest at 6.18% and 5.93% through January 10, 2018 and January 10, 2017, respectively $ 3,273 $ 4,884 Directors’ and officers’ liability insurance financing of $140,062 and $111,730 due in monthly installments of $13,059 and $10,407 including principal and interest at 5.09% and 4.89% through June 24, 2018 and June 24, 2017, respectively 77,205 61,493 Total short-term notes payable $ 80,478 $ 66,377 |
Shareholders' Equity (Tables)
Shareholders' Equity (Tables) | 12 Months Ended |
Dec. 31, 2017 | |
Equity [Abstract] | |
Company's Outstanding and Exercisable Warrants | The Company’s outstanding and exercisable warrants as of December 31, 2017 are presented below: Exercise Price Total Warrants ExerciseableWarrants Expiration Date $ 3.10 48,387 — 9/19/2022 $ 3.10 462,106 462,106 5/10/2024 $ 3.10 602,414 — 7/25/2024 $ 3.10 1,064,518 — 11/8/2024 2,177,425 462,106 |
Stock Compensation Plan (Tables
Stock Compensation Plan (Tables) | 12 Months Ended |
Dec. 31, 2017 | |
Disclosure of Compensation Related Costs, Share-based Payments [Abstract] | |
Summary of Assumptions Used to Estimate the Fair Value of Stock Options Granted | The following table summarizes the assumptions used to estimate the fair value of stock options granted during the years ended December 31, 2017 and 2016: 2017 2016 Expected dividend yield 0% 0% Weighted-average expected volatility 143% 142% - Weighted-average risk-free interest rate 2.15% 1.59% - 2.40% Expected life of options 10 Years 10 Years |
Summary of Stock Option Activity | The following table represents stock option activity as of and for the two years ended December 31, 2017 and 2016, respectively: Number of Option Weighted Outstanding at December 31, 2015 147,105 $7.80 – 104.00 $ 20.00 Forfeited (57,477 ) 8.40 – 54.00 24.00 Granted 72,525 5.50 – 8.40 6.90 Outstanding at December 31, 2016 162,153 $5.50 – 104.00 $ 12.80 Forfeited (7,120 ) 6.20 – 54.00 16.50 Granted 105,600 3.70 3.70 Outstanding at December 31, 2017 260,633 $3.70 – 104.00 $ 9.00 Exercisable at December 31, 2017 105,821 $5.50 - 104.00 $ 12.10 |
Income Taxes (Tables)
Income Taxes (Tables) | 12 Months Ended |
Dec. 31, 2017 | |
Income Tax Disclosure [Abstract] | |
Components of the Provision for Income Taxes | The components of the provision for income taxes for the years ended December 31, 2017 and 2016 are as follows: 2017 2016 Current $ — $ — Deferred (10,055,163 ) (2,587,731 ) Valuation Allowance 10,055,163 2,587,731 Total provision for income taxes $ — $ — |
Components of Deferred Tax | At December 31, 2017 and 2016, the Company had temporary differences between the carrying amounts of assets and liabilities for financial reporting purposes and their respective income tax bases, as measured by enacted state and federal tax rates, as follows: 2017 2016 Deferred tax assets (liabilities): Net operating loss carryforward $ 23,343,153 $ 33,186,710 Accrued vacation 26,286 35,132 Deferrals of compensation to Directors & Officers — 9,596 Non-qualified 334,655 513,106 Restricted stock 27,877 42,590 Total deferred tax assets, net 23,731,971 33,787,134 Less valuation allowance (23,731,971 ) (33,787,134 ) Total net deferred taxes $ — $ — |
Reconciliation of Tax Computed at the Statutory Federal Rate | The following is a reconciliation of tax computed at the statutory federal rate to the income tax benefit in the statements of operations for the years ended December 31, 2017 and 2016: 2017 2016 Income tax benefit computed at statutory federal rate of 34% $ (2,288,791 ) $ (2,384,532 ) State income tax benefits, net of federal expense/benefit (244,362 ) (254,584 ) Change in valuation allowance (10,055,163 ) 2,587,731 Effect of new tax rate 12,461,939 — Non-deductible 126,377 185,607 Other — (134,222 ) Total $ — $ — |
Reconciliation of the Beginning and Ending Amount of Unrecognized Tax Benefits | A reconciliation of the beginning and ending amount of unrecognized tax benefits is as follows: Balance as of December 31, 2015 $ 1,708,466 Additions based on tax positions related to the current year 166,871 Additions for the tax positions of prior years — Reductions for the tax positions of prior years — Balance as of December 31, 2016 $ 1,875,337 Additions based on tax positions related to the current year 140,313 Additions for the tax positions of prior years — Reductions for the tax positions of prior years — Balance as of December 31, 2017 $ 2,015,650 |
Commitments and Contingencies (
Commitments and Contingencies (Tables) | 12 Months Ended |
Dec. 31, 2017 | |
Commitments and Contingencies Disclosure [Abstract] | |
Future Annual Minimum Payments under all Non-Cancelable Operating Leases | Future annual minimum payments under all non-cancelable Year ended December 31: 2018 198,183 2019 183,234 2020 9,399 Total $ 390,816 |
Unaudited Quarterly Financial30
Unaudited Quarterly Financial Information (Tables) | 12 Months Ended |
Dec. 31, 2017 | |
Quarterly Financial Information Disclosure [Abstract] | |
Summary of the Company's Unaudited Quarterly Results of Operations | The quarterly interim financial information shown below has been prepared by the Company’s management and is unaudited. It should be read in conjunction with the audited financial statements appearing herein. 2017 First Second Third Fourth Revenues $ — $ — $ — $ — Total operating expenses 1,987,656 1,396,759 1,921,520 1,412,383 Profit (loss) from discontinued operations (121 ) 121 -0- — Net Loss (1,982,696 ) (1,220,866 ) (2,067,230 ) (1,460,733 ) Loss per share: Basic and diluted net loss per share from continuing operations $ (0.40 ) $ (0.25 ) $ (0.42 ) $ (0.30 ) Basic and diluted net profit per share from discontinued operations $ 0.00 $ 0.00 $ 0.00 $ 0.00 2016 First (1) Second Third Fourth Revenues $ — $ — $ — $ — Total operating expenses 2,074,645 1,733,282 2,026,670 2,707,908 Profit from discontinued operations 11,113 1,420,947 42,566 9,386 Net Loss (2,062,885 ) (312,615 ) (1,963,007 ) (2,674,797 ) Loss per share: Basic and diluted net loss per share from continuing operations $ (0.52 ) $ (0.43 ) $ (0.41 ) $ (0.55 ) Basic and diluted net profit per share from discontinued operations $ 0.00 $ 0.35 $ 0.01 $ 0.00 (1) Certain amounts previously reported as revenue, cost of revenue, research and development, selling, general and administrative relating to the consumer probiotic business is now reported as profit (loss) from discontinued operations. |
Basis of Presentation - Additio
Basis of Presentation - Additional Information (Detail) - USD ($) | 3 Months Ended | 12 Months Ended | ||||||||||
Dec. 31, 2017 | Sep. 30, 2017 | Jun. 30, 2017 | Mar. 31, 2017 | Dec. 31, 2016 | Sep. 30, 2016 | Jun. 30, 2016 | Mar. 31, 2016 | Dec. 31, 2017 | Dec. 31, 2016 | Dec. 31, 2013 | Dec. 31, 2012 | |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | ||||||||||||
Net loss | $ 1,460,733 | $ 2,067,230 | $ 1,220,866 | $ 1,982,696 | $ 2,674,797 | $ 1,963,007 | $ 312,615 | $ 2,062,885 | $ 6,731,525 | $ 7,013,304 | ||
Cash used in operations | 6,363,853 | 7,075,085 | ||||||||||
Accumulated deficit | $ (101,400,797) | $ (94,669,272) | (101,400,797) | (94,669,272) | ||||||||
Gross proceeds from issuance of preferred and common stock | $ 9,684,799 | $ 4,666,667 | $ 14,900,000 | $ 13,000,000 |
Significant Accounting Polici32
Significant Accounting Policies - Additional Information (Detail) | 12 Months Ended | |
Dec. 31, 2017USD ($)Segment | Dec. 31, 2016USD ($) | |
Basis Of Presentation And Summary Of Significant Accounting Policies [Line Items] | ||
Cash and cash equivalents with original maturity period | Three months or less | |
Number of business operating segment | Segment | 1 | |
Impairment losses | $ 0 | $ 0 |
Uncertain income tax position, unrecognized | Less than a 50% | |
Uninsured portion of cash balance | $ 5,916,143 | $ 3,830,618 |
Leasehold Improvements [Member] | ||
Basis Of Presentation And Summary Of Significant Accounting Policies [Line Items] | ||
Estimated useful lives of assets | 3 years | |
Minimum [Member] | ||
Basis Of Presentation And Summary Of Significant Accounting Policies [Line Items] | ||
Estimated useful lives of assets | 3 years | |
Maximum [Member] | ||
Basis Of Presentation And Summary Of Significant Accounting Policies [Line Items] | ||
Estimated useful lives of assets | 7 years |
Property and Equipment, Net - S
Property and Equipment, Net - Summary of Property and Equipment, Net (Detail) - USD ($) | Dec. 31, 2017 | Dec. 31, 2016 |
Property, Plant and Equipment [Line Items] | ||
Property and equipment, gross | $ 1,606,154 | $ 1,606,154 |
Accumulated depreciation and amortization | (1,584,495) | (1,518,692) |
Property and equipment, net | 21,659 | 87,462 |
Furniture and Fixtures [Member] | ||
Property, Plant and Equipment [Line Items] | ||
Property and equipment, gross | 20,742 | 20,742 |
Laboratory Equipment [Member] | ||
Property, Plant and Equipment [Line Items] | ||
Property and equipment, gross | 812,215 | 812,215 |
Leasehold Improvements [Member] | ||
Property, Plant and Equipment [Line Items] | ||
Property and equipment, gross | 487,871 | 487,871 |
Office and Computer Equipment [Member] | ||
Property, Plant and Equipment [Line Items] | ||
Property and equipment, gross | $ 285,326 | $ 285,326 |
Property and Equipment, Net - A
Property and Equipment, Net - Additional Information (Detail) - USD ($) | 12 Months Ended | |
Dec. 31, 2017 | Dec. 31, 2016 | |
Property, Plant and Equipment [Abstract] | ||
Depreciation and amortization expense | $ 65,803 | $ 75,044 |
Related Party Transactions - Ad
Related Party Transactions - Additional Information (Detail) | Nov. 08, 2017USD ($)Investor$ / sharesshares | May 10, 2017Investor | Dec. 29, 2016USD ($) | Sep. 30, 2016USD ($) | Jun. 30, 2016USD ($)Investorshares | Jun. 27, 2016USD ($) | Dec. 31, 2017USD ($) | Dec. 31, 2016USD ($) | Sep. 15, 2016 | Sep. 14, 2016 |
Related Party Transaction [Line Items] | ||||||||||
Number of accredited investors | Investor | 3 | |||||||||
Cash received from sale of business | $ 1,450,000 | |||||||||
Cash received from related parties | 250,000 | |||||||||
Share issued during period, value | 2,640,147 | |||||||||
Accounts payable and accrued expenses | $ 39,457 | 524,620 | ||||||||
Maximum [Member] | Oral Mucositis ECC [Member] | ||||||||||
Related Party Transaction [Line Items] | ||||||||||
Debt instrument, term | 12 months | |||||||||
Series B Preferred Stock [Member] | ||||||||||
Related Party Transaction [Line Items] | ||||||||||
Convertible shares Preferred stock, number of common stock upon conversion | shares | 1,320,000 | |||||||||
Convertible preferred stock, terms of conversion | Conversion of one share of Series B Preferred Stock into two shares of Common Stock. | |||||||||
Reverse stock split, conversion ratio of Preferred stock into Common stock | 2 | |||||||||
Purchase price per share of Preferred Stock, as per share of Common Stock | $ / shares | $ 2.50 | |||||||||
Common Stock [Member] | ||||||||||
Related Party Transaction [Line Items] | ||||||||||
Share issued during period, value | $ 905 | |||||||||
Intrexon [Member] | ||||||||||
Related Party Transaction [Line Items] | ||||||||||
Percentage of outstanding common stock | 31.50% | |||||||||
Intrexon [Member] | Lantibiotic ECC [Member] | ||||||||||
Related Party Transaction [Line Items] | ||||||||||
Cash paid to Intrexon Corporation | $ 594 | $ 548,994 | ||||||||
Intrexon [Member] | Oral Mucositis ECC [Member] | ||||||||||
Related Party Transaction [Line Items] | ||||||||||
Cash paid to Intrexon Corporation | 524,026 | 932,645 | ||||||||
Intrexon [Member] | Unsecured Non-convertible Promissory Note [Member] | ||||||||||
Related Party Transaction [Line Items] | ||||||||||
Debt instrument, face amount | $ 2,400,000 | |||||||||
Debt instrument, converted amount | $ 3,400,000 | |||||||||
Debt instrument, term | 2 years | |||||||||
Interest rate | 12.00% | |||||||||
Intrexon [Member] | Series C Preferred Stock [Member] | ||||||||||
Related Party Transaction [Line Items] | ||||||||||
Number of share issued as a result of conversion of convertible securities | shares | 100 | |||||||||
Intrexon [Member] | Series C Preferred Stock [Member] | Lantibiotic ECC [Member] | ||||||||||
Related Party Transaction [Line Items] | ||||||||||
Share issued during period, value | 1,188 | |||||||||
Intrexon [Member] | Series C Preferred Stock [Member] | Oral Mucositis ECC [Member] | ||||||||||
Related Party Transaction [Line Items] | ||||||||||
Share issued during period, value | 763,189 | |||||||||
ProBiora Health, LLC [Member] | ||||||||||
Related Party Transaction [Line Items] | ||||||||||
Cash received from related parties | $ 10,388 | $ 26,333 | ||||||||
ProBiora Health, LLC [Member] | Transition Services Agreement [Member] | ||||||||||
Related Party Transaction [Line Items] | ||||||||||
Management fee | 3.00% | |||||||||
Agreement term | 90 days | |||||||||
Subletting rate per month | $ 1,623 | |||||||||
Sublease expiration date | Feb. 28, 2017 | |||||||||
ProBiora Health, LLC [Member] | Discontinued Operations Disposed of by Sale [Member] | ||||||||||
Related Party Transaction [Line Items] | ||||||||||
Interest rate | 1.00% | |||||||||
Sales price of business | $ 1,700,000 | |||||||||
Cash received from sale of business | 1,250,000 | |||||||||
Receivable from sale of business | $ 450,000 | |||||||||
Contingent consideration payment period | 10 years | |||||||||
ProBiora Health, LLC [Member] | Discontinued Operations Disposed of by Sale [Member] | Maximum [Member] | ||||||||||
Related Party Transaction [Line Items] | ||||||||||
Contingent consideration | $ 2,000,000 | |||||||||
KFLP [Member] | ||||||||||
Related Party Transaction [Line Items] | ||||||||||
Percentage of outstanding common stock | 34.50% | |||||||||
Principal Owner [Member] | Intrexon [Member] | ||||||||||
Related Party Transaction [Line Items] | ||||||||||
Percentage of outstanding common stock | 32.00% | 32.00% | ||||||||
Accounts payable and accrued expenses | $ 39,457 | $ 524,620 | ||||||||
Private Placement [Member] | Series B Preferred Stock [Member] | ||||||||||
Related Party Transaction [Line Items] | ||||||||||
Proceeds from issuance of convertible preferred stock | $ 3,300,000 | |||||||||
Number of accredited investors | Investor | 4 | |||||||||
Warrants to purchase common stock | shares | 1,064,518 | |||||||||
Private Placement [Member] | Fall 17 Warrant [Member] | Series B Preferred Stock [Member] | ||||||||||
Related Party Transaction [Line Items] | ||||||||||
Warrants to purchase common stock | shares | 1,064,518 | |||||||||
Term of warrants | 7 years | |||||||||
Non-exercisable term of warrants | 6 months | |||||||||
Warrants exercise price per share | $ / shares | $ 3.10 | |||||||||
Private Placement [Member] | Common Stock [Member] | ||||||||||
Related Party Transaction [Line Items] | ||||||||||
Number of accredited investors | Investor | 3 | |||||||||
Issuance date | Jun. 30, 2016 | |||||||||
Shares issued | shares | 904,568 | |||||||||
Proceeds from issuance | $ 4,667,000 | |||||||||
Private Placement [Member] | Common Stock [Member] | Dr. Frederick Telling [Member] | ||||||||||
Related Party Transaction [Line Items] | ||||||||||
Shares issued | shares | 96,918 | |||||||||
Private Placement [Member] | Intrexon [Member] | Common Stock [Member] | ||||||||||
Related Party Transaction [Line Items] | ||||||||||
Shares issued | shares | 226,142 | |||||||||
Private Placement [Member] | KFLP [Member] | ||||||||||
Related Party Transaction [Line Items] | ||||||||||
Interest rate | 6.00% | 3.00% | ||||||||
Cash received from related parties | $ 1,000,000 | $ 1,000,000 | ||||||||
Extended maturity date of notes payable | Dec. 31, 2016 | |||||||||
Private Placement [Member] | KFLP [Member] | Series B Preferred Stock [Member] | ||||||||||
Related Party Transaction [Line Items] | ||||||||||
Number of convertible preferred stock and warrants purchased by investors | shares | 1,500,000 | |||||||||
Warrants to purchase common stock | shares | 241,936 | |||||||||
Private Placement [Member] | KFLP [Member] | Common Stock [Member] | ||||||||||
Related Party Transaction [Line Items] | ||||||||||
Interest rate | 3.00% | 6.00% | 3.00% | |||||||
Shares issued | shares | 581,508 | |||||||||
Note receivable due from sale of common stock | $ 2,000,000 | |||||||||
Cash received from related parties | $ 1,000,000 | $ 1,000,000 | ||||||||
Extended maturity date of notes payable | Dec. 31, 2016 |
Accounts Payable and Accrued 36
Accounts Payable and Accrued Expenses - Summary of Accounts Payable and Accrued Expenses (Detail) - USD ($) | Dec. 31, 2017 | Dec. 31, 2016 |
Payables and Accruals [Abstract] | ||
Accounts payable trade | $ 618,360 | $ 461,344 |
Intrexon Collaboration Agreements | 39,457 | 524,620 |
Professional fees | 45,000 | 169,239 |
Vacation | 106,722 | 93,361 |
Deferred compensation | 0 | 25,500 |
Consulting fees | 5,000 | 3,002 |
Other | 3,505 | 0 |
Total accounts payable and accrued expenses | $ 818,044 | $ 1,277,066 |
Short Term Notes Payable - Summ
Short Term Notes Payable - Summary of Short Term Notes Payable (Detail) - USD ($) | Dec. 31, 2017 | Dec. 31, 2016 |
Short-term Debt [Line Items] | ||
Short-term notes payable | $ 80,478 | $ 66,377 |
Product Liability Insurance Financing [Member] | ||
Short-term Debt [Line Items] | ||
Short-term notes payable | 3,273 | 4,884 |
Directors' and Officers' Liability Insurance Financing [Member] | ||
Short-term Debt [Line Items] | ||
Short-term notes payable | $ 77,205 | $ 61,493 |
Short Term Notes Payable - Su38
Short Term Notes Payable - Summary of Short Term Notes Payable (Parenthetical) (Detail) - USD ($) | 12 Months Ended | |
Dec. 31, 2017 | Dec. 31, 2016 | |
Product Liability Insurance Financing [Member] | ||
Short-term Debt [Line Items] | ||
Short term note payable | $ 31,985 | $ 49,395 |
Monthly installment including principal and interest | $ 3,290 | $ 5,093 |
Interest Rate bearing | 6.18% | 5.93% |
Maturity date | Jan. 10, 2018 | Jan. 10, 2017 |
Directors' and Officers' Liability Insurance Financing [Member] | ||
Short-term Debt [Line Items] | ||
Short term note payable | $ 140,062 | $ 111,730 |
Monthly installment including principal and interest | $ 13,059 | $ 10,407 |
Interest Rate bearing | 5.09% | 4.89% |
Maturity date | Jun. 24, 2018 | Jun. 24, 2017 |
Shareholders' Equity - Addition
Shareholders' Equity - Additional Information (Detail) | May 10, 2019 | Dec. 31, 2017$ / sharesshares | Nov. 08, 2017USD ($)Investor$ / sharesshares | Jul. 31, 2017$ / sharesshares | Jul. 25, 2017USD ($)shares$ / shares | May 10, 2017USD ($)Investor$ / sharesshares | Feb. 09, 2017shares | Dec. 29, 2016USD ($) | Sep. 30, 2016USD ($) | Jun. 30, 2016USD ($)Investor$ / sharesshares | Jun. 06, 2016Installments$ / sharesshares | Feb. 15, 2016shares | Dec. 31, 2017USD ($)$ / sharesshares | Dec. 31, 2016USD ($)$ / sharesshares | Jan. 31, 2017shares | Sep. 15, 2016 | Sep. 14, 2016 | Dec. 31, 2015shares |
Class of Stock [Line Items] | ||||||||||||||||||
Number of authorized shares of all classes of our capital stock | 120,000,000 | |||||||||||||||||
Number of authorized shares of common stock | 45,000,000 | 45,000,000 | 45,000,000 | 100,000,000 | ||||||||||||||
Number of accredited investors | Investor | 3 | |||||||||||||||||
Cash received from related parties | $ | $ 250,000 | |||||||||||||||||
Recognized compensation expense relating to restricted stock awards | $ | $ 123,200 | $ 151,200 | ||||||||||||||||
Number of authorized shares of preferred stock | 50,000,000 | 50,000,000 | 20,000,000 | |||||||||||||||
Stock option awards | 105,600 | 72,525 | ||||||||||||||||
Exercise price of plan | $ / shares | $ 3.70 | $ 6.90 | ||||||||||||||||
Shares underlying warrant outstanding | 17,559 | |||||||||||||||||
Warrants exercisable price per share | $ / shares | $ 15 | |||||||||||||||||
Warrants Outstanding | 2,177,425 | 2,177,425 | ||||||||||||||||
Number of stock options outstanding | 260,633 | 260,633 | 162,153 | 147,105 | ||||||||||||||
Total number of outstanding common shares if all warrant and stock options were exercised | 7,366,393 | |||||||||||||||||
Series A Preferred Stock [Member] | ||||||||||||||||||
Class of Stock [Line Items] | ||||||||||||||||||
Convertible into shares of common stock | 1,200,000 | |||||||||||||||||
Fixed conversion price | $ / shares | $ 2.50 | |||||||||||||||||
Number of authorized shares of preferred stock | 12,000,000 | |||||||||||||||||
Voting rights | No voting rights | |||||||||||||||||
Series A Preferred Stock [Member] | Maximum [Member] | ||||||||||||||||||
Class of Stock [Line Items] | ||||||||||||||||||
Gross proceed of preferred stock | $ | $ 3,000,000 | |||||||||||||||||
Series B Preferred Stock [Member] | ||||||||||||||||||
Class of Stock [Line Items] | ||||||||||||||||||
Convertible into shares of common stock | 1,320,000 | |||||||||||||||||
Fixed conversion price | $ / shares | $ 2.50 | |||||||||||||||||
Number of authorized shares of preferred stock | 6,600,000 | |||||||||||||||||
Voting rights | No voting rights | |||||||||||||||||
Convertible preferred stock, terms of conversion | Conversion of one share of Series B Preferred Stock into two shares of Common Stock. | |||||||||||||||||
Series C Preferred Stock [Member] | ||||||||||||||||||
Class of Stock [Line Items] | ||||||||||||||||||
Number of authorized shares of preferred stock | 1,000 | |||||||||||||||||
Preferred stock dividend rate | 12.00% | |||||||||||||||||
Preferred stock stated value per share | $ / shares | $ 33,847.9874 | $ 33,847.9874 | ||||||||||||||||
Scenario, Forecast [Member] | Series C Preferred Stock [Member] | ||||||||||||||||||
Class of Stock [Line Items] | ||||||||||||||||||
Preferred stock dividend rate | 20.00% | |||||||||||||||||
Intrexon [Member] | Series C Preferred Stock [Member] | ||||||||||||||||||
Class of Stock [Line Items] | ||||||||||||||||||
Share issued | 100 | |||||||||||||||||
Intrexon [Member] | Unsecured Non-convertible Promissory Note [Member] | ||||||||||||||||||
Class of Stock [Line Items] | ||||||||||||||||||
Interest rate | 12.00% | |||||||||||||||||
Debt instrument, face amount | $ | $ 2,400,000 | |||||||||||||||||
Debt instrument, accrued interest | $ | $ 3,400,000 | |||||||||||||||||
Non-employee Directors [Member] | 2012 Equity Incentive Plan [Member] | Restricted Stock [Member] | ||||||||||||||||||
Class of Stock [Line Items] | ||||||||||||||||||
Restricted shares awarded to each non-employee director | 4,000 | 4,000 | ||||||||||||||||
Restricted shares vested for each non-employee director | 4,000 | 4,000 | ||||||||||||||||
Recognized compensation expense relating to restricted stock awards | $ | $ 123,200 | $ 151,200 | ||||||||||||||||
Ms. Christine L. Koski [Member] | 2012 Equity Incentive Plan [Member] | Restricted Stock [Member] | ||||||||||||||||||
Class of Stock [Line Items] | ||||||||||||||||||
Restricted shares vested for each non-employee director | 2,000 | |||||||||||||||||
Dr. Alan Joslyn [Member] | ||||||||||||||||||
Class of Stock [Line Items] | ||||||||||||||||||
Stock option awards | 30,000 | |||||||||||||||||
Exercise price of plan | $ / shares | $ 5.50 | |||||||||||||||||
Number of shares vesting in each installment | 5,000 | |||||||||||||||||
Number of vest installments | Installments | 6 | |||||||||||||||||
Description of award terms | The Company issued, after giving effect to the reverse stock split, (i) stock options to purchase, 30,000 shares of the Company’s common stock at an exercise price equal to $5.50 per share which stock options shall vest in six installments of 5,000 shares every six months after June 6, 2016, provided that he has continued his employment with the Company through such dates, and (ii) 3,000 shares of restricted stock of the Company, vesting in two installments on the six month and twelve month anniversaries of June 6, 2016. | |||||||||||||||||
Dr. Alan Joslyn [Member] | Restricted Stock [Member] | ||||||||||||||||||
Class of Stock [Line Items] | ||||||||||||||||||
Restricted shares awarded to each non-employee director | 3,000 | |||||||||||||||||
Number of vest installments | Installments | 2 | |||||||||||||||||
Financial Advisory Services Agreement [Member] | ||||||||||||||||||
Class of Stock [Line Items] | ||||||||||||||||||
Warrants to purchase common stock, issued | 48,387 | 48,387 | ||||||||||||||||
Term of warrants | 5 years | |||||||||||||||||
Warrants exercise price per share | $ / shares | $ 3.10 | $ 3.10 | ||||||||||||||||
Preferred Stock Issued Upon Initial Closing [Member] | Series A Preferred Stock [Member] | ||||||||||||||||||
Class of Stock [Line Items] | ||||||||||||||||||
Gross proceed of preferred stock | $ | $ 1,302,000 | |||||||||||||||||
Warrants to purchase common stock, issued | 462,106 | |||||||||||||||||
Term of warrants | 7 years | |||||||||||||||||
Non-exercisable term of warrants | 6 months | |||||||||||||||||
Warrants exercise price per share | $ / shares | $ 3.10 | |||||||||||||||||
Preferred Stock Issued Upon Second Closing [Member] | Series A Preferred Stock [Member] | ||||||||||||||||||
Class of Stock [Line Items] | ||||||||||||||||||
Gross proceed of preferred stock | $ | $ 1,698,000 | |||||||||||||||||
Warrants to purchase common stock, issued | 602,414 | |||||||||||||||||
Term of warrants | 7 years | |||||||||||||||||
Non-exercisable term of warrants | 6 months | |||||||||||||||||
Warrants exercise price per share | $ / shares | $ 3.10 | |||||||||||||||||
Private Placement [Member] | Series B Preferred Stock [Member] | ||||||||||||||||||
Class of Stock [Line Items] | ||||||||||||||||||
Number of accredited investors | Investor | 4 | |||||||||||||||||
Gross proceed of preferred stock | $ | $ 3,300,000 | |||||||||||||||||
Warrants to purchase common stock, issued | 1,064,518 | |||||||||||||||||
Private Placement [Member] | Series A And Series B Preferred Stock [Member] | ||||||||||||||||||
Class of Stock [Line Items] | ||||||||||||||||||
Warrants to purchase common stock, issued | 2,129,038 | 2,129,038 | ||||||||||||||||
Term of warrants | 7 years | |||||||||||||||||
Non-exercisable term of warrants | 6 months | |||||||||||||||||
Warrants exercise price per share | $ / shares | $ 3.10 | $ 3.10 | ||||||||||||||||
Private Placement [Member] | KFLP [Member] | ||||||||||||||||||
Class of Stock [Line Items] | ||||||||||||||||||
Interest rate | 6.00% | 3.00% | ||||||||||||||||
Cash received from related parties | $ | $ 1,000,000 | $ 1,000,000 | ||||||||||||||||
Extended maturity date of notes payable | Dec. 31, 2016 | |||||||||||||||||
Private Placement [Member] | KFLP [Member] | Series B Preferred Stock [Member] | ||||||||||||||||||
Class of Stock [Line Items] | ||||||||||||||||||
Warrants to purchase common stock, issued | 241,936 | |||||||||||||||||
Private Placement [Member] | Common Stock [Member] | ||||||||||||||||||
Class of Stock [Line Items] | ||||||||||||||||||
Issuance date | Jun. 30, 2016 | |||||||||||||||||
Shares issued | 904,568 | |||||||||||||||||
Number of accredited investors | Investor | 3 | |||||||||||||||||
Proceeds from issuance | $ | $ 4,667,000 | |||||||||||||||||
Shares issued price per share | $ / shares | $ 5.159 | |||||||||||||||||
Private Placement [Member] | Common Stock [Member] | KFLP [Member] | ||||||||||||||||||
Class of Stock [Line Items] | ||||||||||||||||||
Shares issued | 581,508 | |||||||||||||||||
Note receivable due from sale of common stock | $ | $ 2,000,000 | |||||||||||||||||
Interest rate | 3.00% | 6.00% | 3.00% | |||||||||||||||
Cash received from related parties | $ | $ 1,000,000 | $ 1,000,000 | ||||||||||||||||
Extended maturity date of notes payable | Dec. 31, 2016 | |||||||||||||||||
Private Placement [Member] | Common Stock [Member] | Intrexon [Member] | ||||||||||||||||||
Class of Stock [Line Items] | ||||||||||||||||||
Shares issued | 226,142 | |||||||||||||||||
Private Placement [Member] | Common Stock [Member] | Dr. Frederick Telling [Member] | ||||||||||||||||||
Class of Stock [Line Items] | ||||||||||||||||||
Shares issued | 96,918 | |||||||||||||||||
Private Placement [Member] | Fall 17 Warrant [Member] | Series B Preferred Stock [Member] | ||||||||||||||||||
Class of Stock [Line Items] | ||||||||||||||||||
Warrants to purchase common stock, issued | 1,064,518 | |||||||||||||||||
Term of warrants | 7 years | |||||||||||||||||
Non-exercisable term of warrants | 6 months | |||||||||||||||||
Warrants exercise price per share | $ / shares | $ 3.10 | |||||||||||||||||
Amendment [Member] | ||||||||||||||||||
Class of Stock [Line Items] | ||||||||||||||||||
Number of authorized shares of all classes of our capital stock | 270,000,000 | |||||||||||||||||
Number of authorized shares of common stock | 250,000,000 | |||||||||||||||||
Amendment Two [Member] | ||||||||||||||||||
Class of Stock [Line Items] | ||||||||||||||||||
Number of authorized shares of common stock | 450,000,000 | 450,000,000 |
Shareholders' Equity - Company'
Shareholders' Equity - Company's Outstanding and Exercisable Warrants (Detail) | 12 Months Ended |
Dec. 31, 2017$ / sharesshares | |
Class of Warrant or Right [Line Items] | |
Total Warrants Outstanding | 2,177,425 |
Exerciseable Warrants Outstanding | 462,106 |
Class One [Member] | |
Class of Warrant or Right [Line Items] | |
Exercise Price | $ / shares | $ 3.10 |
Total Warrants Outstanding | 48,387 |
Expiration Date | Sep. 19, 2022 |
Class Two [Member] | |
Class of Warrant or Right [Line Items] | |
Exercise Price | $ / shares | $ 3.10 |
Total Warrants Outstanding | 462,106 |
Exerciseable Warrants Outstanding | 462,106 |
Expiration Date | May 10, 2024 |
Class Three [Member] | |
Class of Warrant or Right [Line Items] | |
Exercise Price | $ / shares | $ 3.10 |
Total Warrants Outstanding | 602,414 |
Expiration Date | Jul. 25, 2024 |
Class Four [Member] | |
Class of Warrant or Right [Line Items] | |
Exercise Price | $ / shares | $ 3.10 |
Total Warrants Outstanding | 1,064,518 |
Expiration Date | Nov. 8, 2024 |
Stock Compensation Plan - Addit
Stock Compensation Plan - Additional Information (Detail) | Jan. 08, 2018$ / shares | Dec. 31, 2017USD ($)$ / sharesshares | May 31, 2017shares | Dec. 31, 2017USD ($)$ / sharesshares | Dec. 31, 2016USD ($)$ / sharesshares | Dec. 31, 2015shares |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||||
Number of additional shares authorized for issuance under an established share-based compensation plan | 2,000,000 | 1,500,000 | ||||
Shares authorized under the incentive plan, before amendment | 5,500,000 | 4,000,000 | 5,500,000 | |||
Shares authorized under the incentive plan | 7,500,000 | 5,500,000 | 7,500,000 | |||
Common stock par value | $ / shares | $ 0.001 | $ 0.001 | $ 0.001 | |||
Shares issued under the 2012 Incentive Plan to date | 224,750 | |||||
Shares available for future stock option | 525,250 | 525,250 | ||||
Number of stock options outstanding | 260,633 | 260,633 | 162,153 | 147,105 | ||
Shares available for future issuance | 264,617 | 264,617 | ||||
Expiration period | 10 years | |||||
Unrecognized compensation costs | $ | $ 273,182 | $ 273,182 | ||||
Weighted average period over which unrecognized compensation costs are expected to be recognized | 1 year | |||||
Total grant date fair value of options vested | $ | $ 445,589 | $ 572,786 | ||||
Subsequent Event [Member] | ||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||||
Common stock par value | $ / shares | $ 0.001 | |||||
Stock issued during period shares reverse stock splits ratio | 0.10 | |||||
Effective date of common stock split | Jan. 19, 2018 | |||||
Maximum [Member] | ||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||||
Shares vesting period | 3 years | |||||
Minimum [Member] | ||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||||
Shares vesting period | 2 years | |||||
Stock Options [Member] | ||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||||
Stock-based compensation expense | $ | $ 435,218 | $ 472,780 |
Stock Compensation Plan - Summa
Stock Compensation Plan - Summary of Assumptions Used to Estimate the Fair Value of Stock Options Granted (Detail) | 12 Months Ended | |
Dec. 31, 2017 | Dec. 31, 2016 | |
Disclosure of Compensation Related Costs, Share-based Payments [Abstract] | ||
Expected life of options | 10 years | 10 years |
Expected dividend yield | 0.00% | 0.00% |
Weighted-average expected volatility | 143.00% | |
Weighted-average risk-free interest rate | 2.15% | |
Weighted-average expected volatility, minimum | 142.00% | |
Weighted-average expected volatility, maximum | 147.00% | |
Weighted-average risk-free interest rate, minimum | 1.59% | |
Weighted-average risk-free interest rate, maximum | 2.40% |
Stock Compensation Plan - Sum43
Stock Compensation Plan - Summary of Stock Option Activity (Detail) - $ / shares | 12 Months Ended | |
Dec. 31, 2017 | Dec. 31, 2016 | |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||
Number of Options, Outstanding, beginning balance | 162,153 | 147,105 |
Number of Options, Forfeited | (7,120) | (57,477) |
Number of Options, Granted | 105,600 | 72,525 |
Number of Options, Outstanding, ending balance | 260,633 | 162,153 |
Number of Options, Exercisable | 105,821 | |
Option Price Per Share, granted | $ 3.70 | |
Weighted Average Exercise Price, Outstanding, beginning balance | 12.80 | $ 20 |
Weighted Average Exercise Price, Forfeited | 16.50 | 24 |
Weighted Average Exercise Price, Granted | 3.70 | 6.90 |
Weighted Average Exercise Price, Outstanding, ending balance | 9 | 12.80 |
Weighted Average Exercise Price, Exercisable | 12.10 | |
Minimum [Member] | ||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||
Option Price Per Share, beginning balance | 5.50 | 7.80 |
Option Price Per Share, forfeited | 6.20 | 8.40 |
Option Price Per Share, granted | 5.50 | |
Option Price Per Share, ending balance | 3.70 | 5.50 |
Option Price Per Share, exercisable | 5.50 | |
Maximum [Member] | ||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||
Option Price Per Share, beginning balance | 104 | 104 |
Option Price Per Share, forfeited | 54 | 54 |
Option Price Per Share, granted | 8.40 | |
Option Price Per Share, ending balance | 104 | $ 104 |
Option Price Per Share, exercisable | $ 104 |
Licenses And Exclusive Channe44
Licenses And Exclusive Channel Collaboration Agreements - Additional Information (Detail) | 12 Months Ended | |
Dec. 31, 2017USD ($)Patents | Dec. 31, 2016USD ($) | |
UFRF License Agreement [Member] | ||
Research and Development Arrangement, Contract to Perform for Others [Line Items] | ||
Amount paid in connection with license | $ 14,112 | $ 22,468 |
License agreement, original date | Jun. 22, 2000 | |
License agreement, first amendment date | Sep. 15, 2000 | |
License agreement, second amendment date | Jul. 10, 2002 | |
License agreement, third amendment date | Sep. 25, 2002 | |
License agreement, fourth amendment date | Mar. 17, 2003 | |
License agreement, fifth amendment date | Apr. 19, 2013 | |
Patents license expiration period | 2017 through 2019 | |
Termination notice period | 90 days | |
Texas A and M University License [Member] | ||
Research and Development Arrangement, Contract to Perform for Others [Line Items] | ||
Amount paid in connection with license | $ 15,000 | $ 15,000 |
Number of patent application filed | Patents | 2 | |
Minimum consideration for the continuation of the license agreement | $ 15,000 | |
Maximum period to cure the breach | 60 days | |
Termination notice period | 90 days | |
Texas A and M University License [Member] | Amendment [Member] | ||
Research and Development Arrangement, Contract to Perform for Others [Line Items] | ||
Minimum consideration for the continuation of the license agreement | $ 25,000 | |
Lantibiotic ECC [Member] | ||
Research and Development Arrangement, Contract to Perform for Others [Line Items] | ||
Termination notice period | 90 days | |
Oral Mucositis ECC [Member] | ||
Research and Development Arrangement, Contract to Perform for Others [Line Items] | ||
Maximum period to cure the breach | 60 days | |
Termination notice period | 90 days |
Retirement Plan - Additional In
Retirement Plan - Additional Information (Detail) - USD ($) | 12 Months Ended | |
Dec. 31, 2017 | Dec. 31, 2016 | |
Retirement Benefits [Abstract] | ||
Employer matching contribution percentage | 3.00% | |
Total matching contributions | $ 34,097 | $ 33,237 |
Income Taxes - Components of th
Income Taxes - Components of the Provision for Income Taxes (Detail) - USD ($) | 12 Months Ended | |
Dec. 31, 2017 | Dec. 31, 2016 | |
Income Tax Disclosure [Abstract] | ||
Current | $ 0 | $ 0 |
Deferred | (10,055,163) | (2,587,731) |
Valuation Allowance | 10,055,163 | 2,587,731 |
Total provision for income taxes | $ 0 | $ 0 |
Income Taxes - Components of De
Income Taxes - Components of Deferred Tax (Detail) - USD ($) | Dec. 31, 2017 | Dec. 31, 2016 |
Deferred tax assets (liabilities): | ||
Net operating loss carryforward | $ 23,343,153 | $ 33,186,710 |
Accrued vacation | 26,286 | 35,132 |
Deferrals of compensation to Directors & Officers | 9,596 | |
Non-qualified stock compensation | 334,655 | 513,106 |
Restricted stock | 27,877 | 42,590 |
Total deferred tax assets, net | 23,731,971 | 33,787,134 |
Less valuation allowance | (23,731,971) | (33,787,134) |
Total net deferred taxes | $ 0 | $ 0 |
Income Taxes - Reconciliation o
Income Taxes - Reconciliation of Tax Computed at the Statutory Federal Rate (Detail) - USD ($) | 12 Months Ended | |
Dec. 31, 2017 | Dec. 31, 2016 | |
Income Tax Disclosure [Abstract] | ||
Income tax benefit computed at statutory federal rate of 34% | $ (2,288,791) | $ (2,384,532) |
State income tax benefits, net of federal expense/benefit | (244,362) | (254,584) |
Change in valuation allowance | (10,055,163) | 2,587,731 |
Effect of new tax rate | 12,461,939 | |
Non-deductible expenses | 126,377 | 185,607 |
Other | (134,222) | |
Total provision for income taxes | $ 0 | $ 0 |
Income Taxes - Reconciliation49
Income Taxes - Reconciliation of Tax Computed at the Statutory Federal Rate (Parenthetical) (Detail) | 12 Months Ended | |
Dec. 31, 2017 | Dec. 31, 2016 | |
Income Tax Disclosure [Abstract] | ||
Income tax benefit computed at statutory federal rate | 34.00% | 34.00% |
Income Taxes - Additional Infor
Income Taxes - Additional Information (Detail) - USD ($) | Dec. 22, 2017 | Jun. 30, 2009 | Dec. 31, 2018 | Dec. 31, 2017 | Dec. 31, 2016 | Dec. 31, 2013 | Dec. 31, 2015 |
Income Tax Disclosure [Line Items] | |||||||
Corporate tax rate | 34.00% | 34.00% | |||||
Tax Cuts and Jobs Act of 2017, Incomplete Accounting, Change in Tax Rate, Provisional Income Tax Expense (Benefit) | $ 10,055,163 | ||||||
Valuation Allowance | 23,731,971 | $ 33,787,134 | |||||
Net change in valuation allowance related to deferred tax assets | 10,055,163 | 2,587,731 | |||||
Federal and state tax net operating loss carryforwards | $ 93,966,000 | ||||||
Federal and state tax loss carryforward expiration date | Dec. 31, 2037 | ||||||
Change in ownership | 50.00% | 50.00% | |||||
Annual amount of pre-change net operating losses | $ 417,000 | $ 3,540,000 | |||||
Additional unrecognized tax benefits | $ 140,313 | 166,871 | |||||
Tax positions | 2,015,650 | 1,875,337 | $ 1,708,466 | ||||
Interest and penalties | 0 | $ 0 | |||||
Maximum [Member] | |||||||
Income Tax Disclosure [Line Items] | |||||||
Corporate tax rate | 35.00% | ||||||
Maximum [Member] | Scenario, Forecast [Member] | |||||||
Income Tax Disclosure [Line Items] | |||||||
Corporate tax rate | 21.00% | ||||||
Research and Development Tax Credit [Member] | |||||||
Income Tax Disclosure [Line Items] | |||||||
Federal research and development tax credit carryforwards | $ 2,016,000 | ||||||
Federal tax credit carryforward | Dec. 31, 2027 |
Income Taxes - Reconciliation51
Income Taxes - Reconciliation of the Beginning and Ending Amount of Unrecognized Tax Benefits (Detail) - USD ($) | 12 Months Ended | |
Dec. 31, 2017 | Dec. 31, 2016 | |
Income Tax Disclosure [Abstract] | ||
Beginning balance | $ 1,875,337 | $ 1,708,466 |
Additions based on tax positions related to the current year | 140,313 | 166,871 |
Additions for the tax positions of prior years | 0 | 0 |
Reductions for the tax positions of prior years | 0 | 0 |
Ending balance | $ 2,015,650 | $ 1,875,337 |
Commitments and Contingencies -
Commitments and Contingencies - Additional Information (Detail) | 1 Months Ended | 12 Months Ended | |||
Nov. 30, 2017USD ($) | Oct. 31, 2017 | Nov. 30, 2016USD ($)ft² | Oct. 31, 2013USD ($)ft² | Dec. 31, 2017USD ($)Milestone | |
Alachua Facility [Member] | |||||
Commitment And Contingencies [Line Items] | |||||
Period of expired lease | 3 years | ||||
Period of lease | 5 years | ||||
Expiration period | Dec. 31, 2014 | ||||
Rent expense | $ 131,000 | ||||
Tampa Facility [Member] | |||||
Commitment And Contingencies [Line Items] | |||||
Period of lease | 36 months | 39 months | |||
Expiration period | Feb. 29, 2020 | Feb. 28, 2017 | |||
Rent expense | $ 56,000 | ||||
Area of Office Space Leased | ft² | 2,207 | 4,168 | |||
Lease commencement date | Mar. 1, 2017 | ||||
Minimum [Member] | Alachua Facility [Member] | |||||
Commitment And Contingencies [Line Items] | |||||
Monthly lease payments | $ 9,641 | ||||
Minimum [Member] | Tampa Facility [Member] | |||||
Commitment And Contingencies [Line Items] | |||||
Monthly lease payments | $ 4,138 | $ 6,426 | |||
Maximum [Member] | Alachua Facility [Member] | |||||
Commitment And Contingencies [Line Items] | |||||
Monthly lease payments | $ 10,851 | ||||
Maximum [Member] | Tampa Facility [Member] | |||||
Commitment And Contingencies [Line Items] | |||||
Monthly lease payments | $ 4,392 | $ 6,818 | |||
UFRF License Agreement [Member] | |||||
Commitment And Contingencies [Line Items] | |||||
Company's obligation to pay from percentage of selling price of product | 5.00% | ||||
Company's obligation to pay from all revenue received from sublicenses | 22.00% | ||||
One-time commercialization fee monthly amount for calculation | $ 5,000 | ||||
Post-commercialization minimum royalty payments | 50,000 | ||||
One-time additional royalty payment would be due when total cumulative royalties paid to UFRF exceed amount | $ 2,000,000 | ||||
One-time additional payment to UFRF as a percentage of total royalties due to UFRF | 10.00% | ||||
Minimum annual maintenance payment on license agreement | $ 10,000 | ||||
Quarterly maintenance payment to UFRF under installment plan | $ 2,500 | ||||
Termination notice period | 90 days | ||||
Texas A and M University License [Member] | |||||
Commitment And Contingencies [Line Items] | |||||
Company's obligation to pay from percentage of selling price of product | 5.00% | ||||
Post-commercialization minimum royalty payments | $ 100,000 | ||||
Termination notice period | 90 days | ||||
Initial payment to Texas A&M | $ 5,000 | ||||
Minimum consideration for the continuation of the license agreement | $ 15,000 | ||||
Number of milestones achieved | Milestone | 0 | ||||
Texas A and M University License [Member] | Amendment [Member] | |||||
Commitment And Contingencies [Line Items] | |||||
Minimum consideration for the continuation of the license agreement | $ 25,000 | ||||
Texas A and M University License [Member] | Phase 1 Clinical Trial [Member] | |||||
Commitment And Contingencies [Line Items] | |||||
Date of milestone achievement under licensing agreement with Texas A&M | Jun. 1, 2019 | ||||
Milestone payment under licensing agreement | $ 50,000 | ||||
Texas A and M University License [Member] | Phase 2 Clinical Trial [Member] | |||||
Commitment And Contingencies [Line Items] | |||||
Date of milestone achievement under licensing agreement with Texas A&M | Jun. 1, 2022 | ||||
Milestone payment under licensing agreement | $ 100,000 | ||||
Texas A and M University License [Member] | Phase 3 Clinical Trial [Member] | |||||
Commitment And Contingencies [Line Items] | |||||
Date of milestone achievement under licensing agreement with Texas A&M | Jun. 1, 2025 | ||||
Milestone payment under licensing agreement | $ 150,000 | ||||
Texas A and M University License [Member] | Sale Of Licensed Technology [Member] | |||||
Commitment And Contingencies [Line Items] | |||||
Date of milestone achievement under licensing agreement with Texas A&M | Jun. 1, 2026 | ||||
Milestone payment under licensing agreement | $ 400,000 | ||||
Texas A and M University License [Member] | Minimum [Member] | |||||
Commitment And Contingencies [Line Items] | |||||
Company's obligation to pay from percentage of selling price of product | 2.00% | ||||
Lantibiotic ECC [Member] | |||||
Commitment And Contingencies [Line Items] | |||||
Company's obligation to pay from percentage of selling price of product | 10.00% | ||||
Company's obligation to pay from all revenue received from sublicenses | 25.00% | 25.00% | |||
Termination notice period | 90 days | ||||
Number of milestones achieved | Milestone | 0 | ||||
Royalty rate reduced percentage of product profit | 25.00% | ||||
Royalty rate reduced percentage of net sales | 10.00% | ||||
Lantibiotic ECC [Member] | Scenario, Previously Reported [Member] | |||||
Commitment And Contingencies [Line Items] | |||||
Company's obligation to pay from all revenue received from sublicenses | 50.00% | ||||
Lantibiotic ECC [Member] | Regulatory Approval Application Milestone Event [Member] | |||||
Commitment And Contingencies [Line Items] | |||||
Milestone payment under licensing agreement | $ 25,000,000 | ||||
Milestone measurement period | 6 months | ||||
Lantibiotic ECC [Member] | New Indication Milestone Event [Member] | |||||
Commitment And Contingencies [Line Items] | |||||
Milestone payment under licensing agreement | $ 5,000,000 | ||||
Milestone measurement period | 6 months | ||||
Lantibiotic ECC [Member] | New Product Milestone Event [Member] | |||||
Commitment And Contingencies [Line Items] | |||||
Milestone payment under licensing agreement | $ 5,000,000 | ||||
Milestone measurement period | 6 months | ||||
Lantibiotic ECC [Member] | New Drug Application [Member] | |||||
Commitment And Contingencies [Line Items] | |||||
Milestone payment under licensing agreement | $ 25,000,000 | ||||
Milestone measurement period | 6 months | ||||
Lantibiotic ECC [Member] | Minimum [Member] | |||||
Commitment And Contingencies [Line Items] | |||||
Advancement expended amount for lantibiotic program | $ 1,200,000 | ||||
Oral Mucositis ECC [Member] | |||||
Commitment And Contingencies [Line Items] | |||||
Company's obligation to pay from percentage of selling price of product | 12.00% | ||||
Company's obligation to pay from all revenue received from sublicenses | 25.00% | 25.00% | |||
Termination notice period | 90 days | ||||
Number of milestones achieved | Milestone | 0 | ||||
Oral Mucositis ECC [Member] | Scenario, Previously Reported [Member] | |||||
Commitment And Contingencies [Line Items] | |||||
Company's obligation to pay from all revenue received from sublicenses | 50.00% | ||||
Oral Mucositis ECC [Member] | Regulatory Approval Application Milestone Event [Member] | |||||
Commitment And Contingencies [Line Items] | |||||
Milestone payment under licensing agreement | $ 27,500,000 | ||||
Milestone measurement period | 6 months | ||||
Oral Mucositis ECC [Member] | New Indication Milestone Event [Member] | |||||
Commitment And Contingencies [Line Items] | |||||
Milestone payment under licensing agreement | $ 5,000,000 | ||||
Milestone measurement period | 6 months | ||||
Oral Mucositis ECC [Member] | New Product Milestone Event [Member] | |||||
Commitment And Contingencies [Line Items] | |||||
Milestone payment under licensing agreement | $ 5,000,000 | ||||
Milestone measurement period | 6 months | ||||
Oral Mucositis ECC [Member] | New Product Application [Member] | |||||
Commitment And Contingencies [Line Items] | |||||
Milestone payment under licensing agreement | $ 27,500,000 | ||||
Milestone measurement period | 6 months | ||||
Oral Mucositis ECC [Member] | Maximum [Member] | |||||
Commitment And Contingencies [Line Items] | |||||
Maturity of interest bearing promissory note | 12 months |
Commitments and Contingencies53
Commitments and Contingencies - Future Annual Minimum Payments under all Non-Cancelable Operating Leases (Detail) | Dec. 31, 2017USD ($) |
Commitments and Contingencies Disclosure [Abstract] | |
2,018 | $ 198,183 |
2,019 | 183,234 |
2,020 | 9,399 |
Total | $ 390,816 |
Unaudited Quarterly Financial54
Unaudited Quarterly Financial Information - Summary of the Company's Unaudited Quarterly Results of Operations (Detail) - USD ($) | 3 Months Ended | 12 Months Ended | ||||||||
Dec. 31, 2017 | Sep. 30, 2017 | Jun. 30, 2017 | Mar. 31, 2017 | Dec. 31, 2016 | Sep. 30, 2016 | Jun. 30, 2016 | Mar. 31, 2016 | Dec. 31, 2017 | Dec. 31, 2016 | |
Quarterly Financial Information Disclosure [Abstract] | ||||||||||
Revenues | $ 0 | $ 0 | $ 0 | $ 0 | $ 0 | $ 0 | $ 0 | $ 0 | $ 0 | $ 0 |
Total operating expenses | 1,412,383 | 1,921,520 | 1,396,759 | 1,987,656 | 2,707,908 | 2,026,670 | 1,733,282 | 2,074,645 | 6,718,318 | 8,542,505 |
Profit (loss) from discontinued operations | 0 | 121 | (121) | 9,386 | 42,566 | 1,420,947 | 11,113 | 1,484,012 | ||
Net loss | $ (1,460,733) | $ (2,067,230) | $ (1,220,866) | $ (1,982,696) | $ (2,674,797) | $ (1,963,007) | $ (312,615) | $ (2,062,885) | $ (6,731,525) | $ (7,013,304) |
Loss per share: | ||||||||||
Basic and diluted net loss per share from continuing operations | $ (0.30) | $ (0.42) | $ (0.25) | $ (0.40) | $ (0.55) | $ (0.41) | $ (0.43) | $ (0.52) | $ (1.37) | $ (1.90) |
Basic and diluted net profit per share from discontinued operations | $ 0 | $ 0 | $ 0 | $ 0 | $ 0 | $ 0.01 | $ 0.35 | $ 0 | $ 0.33 |
Subsequent Event - Additional I
Subsequent Event - Additional Information (Detail) | Jan. 30, 2018shares | Jan. 08, 2018$ / sharesshares | Dec. 31, 2017$ / sharesshares | Nov. 08, 2017shares | Jan. 31, 2017shares | Dec. 31, 2016$ / sharesshares |
Subsequent Event [Line Items] | ||||||
Common stock par value | $ / shares | $ 0.001 | $ 0.001 | ||||
Common stock, shares outstanding | 4,928,335 | 4,912,335 | ||||
Common stock, shares authorized | 45,000,000 | 100,000,000 | 45,000,000 | |||
Preferred stock, shares authorized | 50,000,000 | 20,000,000 | ||||
Series C Preferred Stock [Member] | ||||||
Subsequent Event [Line Items] | ||||||
Preferred stock, shares authorized | 1,000 | |||||
Scenario, Previously Reported [Member] | ||||||
Subsequent Event [Line Items] | ||||||
Common stock, shares outstanding | 49,000,000 | |||||
Common stock, shares authorized | 450,000,000 | |||||
Subsequent Event [Member] | ||||||
Subsequent Event [Line Items] | ||||||
Common stock par value | $ / shares | $ 0.001 | |||||
Stock issued during period shares reverse stock splits ratio | 0.10 | |||||
Effective date of common stock split | Jan. 19, 2018 | |||||
Common stock, shares outstanding | 4,900,000 | |||||
Common stock, shares authorized | 45,000,000 | |||||
Fractional share from reverse stock split | 0 | |||||
Subsequent Event [Member] | Series C Preferred Stock [Member] | ||||||
Subsequent Event [Line Items] | ||||||
Preferred stock issued as dividend | 1.733 |