Document and Entity Information
Document and Entity Information - shares | 3 Months Ended | |
Mar. 31, 2021 | Apr. 30, 2021 | |
Cover [Abstract] | ||
Entity Registrant Name | ORAGENICS INC | |
Entity Central Index Key | 0001174940 | |
Document Type | 10-Q | |
Document Period End Date | Mar. 31, 2021 | |
Amendment Flag | false | |
Current Fiscal Year End Date | --12-31 | |
Entity Current Reporting Status | Yes | |
Entity Interactive Data Current | Yes | |
Entity Filer Category | Non-accelerated Filer | |
Entity Small Business Flag | true | |
Entity Emerging Growth Company | false | |
Entity Shell Company | false | |
Entity Common Stock, Shares Outstanding | 115,638,266 | |
Document Fiscal Period Focus | Q1 | |
Document Fiscal Year Focus | 2021 |
Consolidated Balance Sheets
Consolidated Balance Sheets - USD ($) | Mar. 31, 2021 | Dec. 31, 2020 |
Current assets: | ||
Cash and cash equivalents | $ 36,500,856 | $ 17,639,575 |
Prepaid expenses and other current assets | 222,795 | 343,106 |
Total current assets | 36,723,651 | 17,982,681 |
Property and equipment, net | 30,399 | 42,713 |
Operating lease right-of-use assets | 611,761 | 655,138 |
Total assets | 37,365,811 | 18,680,532 |
Current liabilities: | ||
Accounts payable and accrued expenses | 572,739 | 937,020 |
Short-term notes payable | 114,881 | 228,227 |
Operating lease liabilities | 181,260 | 176,900 |
Total current liabilities | 868,880 | 1,342,147 |
Long-term liabilities: | ||
Operating lease liabilities | 446,464 | 493,790 |
Total long-term liabilities | 446,464 | 493,790 |
Shareholders' equity: | ||
Preferred stock, no par value; 50,000,000 shares authorized; 9,417,000 and 9,417,000 Series A shares, 6,600,000 and 6,600,000 Series B shares, -0- and 133.483 Series C shares issued and outstanding at March 31, 2021 and December 31, 2020, respectively | 2,656,713 | 7,174,854 |
Common stock, $0.001 par value; 200,000,000 shares authorized; 115,638,266 and 91,766,928 shares issued and outstanding at March 31, 2021 and December 31, 2020, respectively | 115,638 | 91,767 |
Additional paid-in capital | 194,060,575 | 164,022,957 |
Accumulated deficit | (160,782,459) | (154,444,983) |
Total shareholders' equity | 36,050,467 | 16,844,595 |
Total liabilities and shareholders' equity | $ 37,365,811 | $ 18,680,532 |
Consolidated Balance Sheets (Pa
Consolidated Balance Sheets (Parenthetical) - $ / shares | Mar. 31, 2021 | Dec. 31, 2020 |
Preferred stock, par value | ||
Preferred stock, shares authorized | 50,000,000 | 50,000,000 |
Common stock, par value | $ 0.001 | $ 0.001 |
Common stock, shares authorized | 200,000,000 | 200,000,000 |
Common stock, shares issued | 115,638,266 | 91,766,928 |
Common stock, shares outstanding | 115,638,266 | 91,766,928 |
Series A Preferred Stock [Member] | ||
Preferred stock, shares issued | 9,417,000 | 9,417,000 |
Preferred stock, shares outstanding | 9,417,000 | 9,417,000 |
Series B Preferred Stock [Member] | ||
Preferred stock, shares issued | 6,600,000 | 6,600,000 |
Preferred stock, shares outstanding | 6,600,000 | 6,600,000 |
Series C Preferred Stock [Member] | ||
Preferred stock, shares issued | 0 | 133,483 |
Preferred stock, shares outstanding | 0 | 133,483 |
Consolidated Statements of Oper
Consolidated Statements of Operations (Unaudited) - USD ($) | 3 Months Ended | |
Mar. 31, 2021 | Mar. 31, 2020 | |
Operating expenses: | ||
Research and development | $ 3,260,904 | $ 3,712,679 |
General and administrative | 1,976,576 | 1,519,083 |
Total operating expenses | 5,237,480 | 5,231,762 |
Loss from operations | (5,237,480) | (5,231,762) |
Other income (expense): | ||
Interest income | 20,033 | 44,515 |
Interest expense | (2,568) | (1,708) |
Local business tax | (600) | (600) |
Miscellaneous income | 670 | 1,795 |
Total other income, net | 17,535 | 44,002 |
Loss before income taxes | (5,219,945) | (5,187,760) |
Income tax benefit | ||
Net loss | $ (5,219,945) | $ (5,187,760) |
Basic and diluted net loss per share | $ (0.05) | $ (0.11) |
Shares used to compute basic and diluted net loss per share | 102,973,369 | 46,124,803 |
Consolidated Statements of Chan
Consolidated Statements of Changes in Shareholders' Equity (Unaudited) - USD ($) | Common Stock [Member] | Preferred Stock [Member] | Additional Paid In Capital [Member] | Accumulated Deficit [Member] | Total |
Balance at Dec. 31, 2019 | $ 46,125 | $ 6,513,396 | $ 138,024,957 | $ (127,352,826) | $ 17,231,652 |
Balance, shares at Dec. 31, 2019 | 46,124,803 | 16,017,113.941 | |||
Compensation expense relating to option issuances | 865,110 | 865,110 | |||
Series C dividend | $ 661,458 | (661,458) | |||
Series C dividend, shares | 19.542 | ||||
Net loss | (5,187,760) | (5,187,760) | |||
Balance at Mar. 31, 2020 | $ 46,125 | $ 7,174,854 | 138,890,067 | (133,202,044) | 12,909,002 |
Balance, shares at Mar. 31, 2020 | 46,124,803 | 16,017,133.483 | |||
Balance at Dec. 31, 2020 | $ 91,767 | $ 7,174,854 | 164,022,957 | (154,444,983) | 16,844,595 |
Balance, shares at Dec. 31, 2020 | 91,766,928 | 16,017,133.483 | |||
Compensation expense relating to option issuances | 1,123,761 | 1,123,761 | |||
Issuance of common stock from warrant exercise | $ 2,472 | 2,258,864 | 2,261,336 | ||
Issuance of common stock from warrant exercise, shares | 2,472,573 | ||||
Series C dividend | $ 1,117,531 | (1,117,531) | |||
Series C dividend, shares | 33.016 | ||||
Series C redemption | $ (5,635,672) | 5,635,672 | |||
Series C redemption, shares | (166.499) | ||||
ATM offering - net of expenses | $ 21,399 | 26,654,993 | 26,676,392 | ||
ATM offering - net of expenses, shares | 21,398,765 | ||||
Net loss | (5,219,945) | (5,219,945) | |||
Balance at Mar. 31, 2021 | $ 115,638 | $ 2,656,713 | $ 194,060,575 | $ (160,782,459) | $ 36,050,467 |
Balance, shares at Mar. 31, 2021 | 115,638,266 | 16,017,000 |
Consolidated Statements of Cash
Consolidated Statements of Cash Flows (Unaudited) - USD ($) | 3 Months Ended | |
Mar. 31, 2021 | Mar. 31, 2020 | |
Cash flows from operating activities: | ||
Net loss | $ (5,219,945) | $ (5,187,760) |
Adjustments to reconcile net loss to net cash used in operating activities: | ||
Depreciation and amortization | 12,725 | 13,125 |
Stock-based compensation expense | 1,123,761 | 865,110 |
Changes in operating assets and liabilities: | ||
Prepaid expenses and other current assets | 120,311 | 241,397 |
Accounts payable and accrued expenses | (364,281) | 245,256 |
Net cash used in operating activities | (4,327,429) | (3,822,872) |
Cash flows from financing activities: | ||
Payments on short-term notes payable | (113,346) | (73,017) |
Redemption of Series C Preferred stock | (5,635,672) | |
Proceeds from issuance of common stock for warrant exercise | 2,261,336 | |
Net proceeds from issuance of common stock | 26,676,392 | |
Net cash provided by (used in) financing activities | 23,188,710 | (73,017) |
Net increase (decrease) in cash and cash equivalents | 18,861,281 | (3,895,889) |
Cash and cash equivalents at beginning of period | 17,639,575 | 18,267,994 |
Cash and cash equivalents at end of period | 36,500,856 | 14,372,105 |
Supplemental disclosure of cash flow information: | ||
Interest paid | 2,568 | 1,708 |
Non-cash investing and financing activities: | ||
Stock dividend on Series C Preferred stock | $ 1,117,531 | $ 661,458 |
Organization
Organization | 3 Months Ended |
Mar. 31, 2021 | |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | |
Organization | 1. Organization 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 the creation of the TerraCoV-2 immunization product candidate to combat the novel coronavirus pandemic and the further development of effective treatments for novel antibiotics against infectious disease. |
Basis of Presentation
Basis of Presentation | 3 Months Ended |
Mar. 31, 2021 | |
Accounting Policies [Abstract] | |
Basis of Presentation | 2. Basis of Presentation The accompanying unaudited interim consolidated financial statements as of March 31, 2021 and December 31, 2020 (audited) and three months ended March 31, 2021 and 2020, have been prepared in accordance with accounting principles generally accepted in the United States of America (“US GAAP”) for interim consolidated financial information and with the instructions to Form 10-Q and Article 8 of Regulation S-X. Accordingly, they do not include all of the information and footnotes required by US GAAP for complete consolidated financial statements. In the opinion of management, the accompanying consolidated financial statements include all adjustments, consisting of normal recurring accruals, necessary for a fair presentation of the financial condition, results of operations and cash flows for the periods presented. The results of operations for the interim period ended March 31, 2021, are not necessarily indicative of the results of operations that may be expected for the year ended December 31, 2021, or any future period. These consolidated financial statements should be read in conjunction with the audited financial statements and notes thereto for the year ended December 31, 2020, which are included in our Annual Report on Form 10-K filed with the Securities and Exchange Commission on March 1, 2021. 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 $5,219,945 and used cash of $4,327,429 in its operating activities during the three months ended March 31, 2021. As of March 31, 2021, the Company had an accumulated deficit of $160,782,459. The Company expects to incur substantial expenditures to further develop its technologies. The Company believes the working capital at March 31, 2021 will be sufficient to meet the business objectives as presently structured into the third quarter of 2022. 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 its current development programs, cut operating costs and forego future development and other opportunities. |
Significant Accounting Policies
Significant Accounting Policies | 3 Months Ended |
Mar. 31, 2021 | |
Accounting Policies [Abstract] | |
Significant Accounting Policies | 3. Significant Accounting Policies Basis of Consolidation The consolidated financial statements include the accounts of Oragenics, Inc. and our wholly-owned subsidiary Noachis Terra, Inc. All intercompany balances and transactions have been eliminated. New Accounting Standards There are no additional accounting pronouncements issued or effective during the three months ended March 31, 2021, that have had, or are expected to have, a material impact on our consolidated financial statements. Recently Issued Accounting Pronouncements Income Taxes In December 2019, the FASB issued ASU No. 2019-12, “Income Taxes (Topic 740): Simplifying the Accounting for Income Taxes (“ASU 2019-12”), which is intended to simplify various aspects related to accounting for income taxes. ASU 2019-12 removes certain exceptions to the general principles in Topic 740 and also clarifies and amends existing guidance to improve consistent application. This guidance is effective for fiscal years, and interim periods within those fiscal years, beginning after December 15, 2020, with early adoption permitted. The Company's adoption of the provisions of ASU No. 2019-12, did not have an impact on its consolidated financial statements and related disclosures. Use of Estimates The preparation of consolidated 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 consolidated financial statements, as well as the reported amounts of expenses during the reporting period. Actual results could differ from those estimates. The principal areas of estimation reflected in the consolidated financial statements are stock-based compensation and valuation of warrants. Stock-Based Payment Arrangements Generally, all forms of stock-based payments, including stock option grants, and warrants are measured at their fair value on the awards’ grant date using a Black-Scholes pricing model. Stock-based compensation awards issued to non-employees for services rendered are recorded at the fair value of the stock-based payment. The expense resulting from stock-based payments are recorded in research and development expense or general and administrative expense in the consolidated statement of operations, depending on the nature of the services provided. Stock-based payment expense is recorded over the requisite service period in which the grantee provides services to us. To the extent the stock option grants, warrants, or restricted stock grants do not vest at the grant date they are subject to forfeiture. Stock-Based Compensation US GAAP requires all stock-based payments to employees, including grants of employee stock options, to be recognized in the consolidated 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. In connection with adopting ASU 2016-09, the Company made an accounting policy election to account for forfeitures in compensation expense as they occur. Warrants The Company used the Black Scholes Option Pricing Model in calculating the relative fair value of any warrants that have been issued. 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. 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 March 31, 2021, the uninsured portion of this balance was $36,250,856. As of December 31, 2020, the uninsured portion of this balance was $17,389,575. |
Acquisition
Acquisition | 3 Months Ended |
Mar. 31, 2021 | |
Business Combinations [Abstract] | |
Acquisition | 4. Acquisition On May 1, 2020, the Company entered into a Stock Purchase Agreement with the sole shareholder of Noachis Terra Inc. (“NTI”), pursuant to which the Company acquired one hundred percent (100%) of the total issued and outstanding common stock of NTI (the “Transaction”). In exchange, the shareholder received the following: (i) cash consideration equal to $1,925,000, of which approximately $500,000 was applied to extinguish NTI’s pre-Transaction liabilities (a portion of which were due to the shareholder); (ii) 9,200,000 restricted shares of the Company’s common stock; and (iii) warrants to purchase 9,200,000 shares of the Company’s common stock, which warrants carry an exercise price of $1.25 per share, a five-year term, and are exercisable commencing May 1, 2021, the first anniversary of the Transaction’s closing. At the closing of the Transaction, the aggregate fair value of purchase consideration was $9,955,699, consisting of $1,925,000 of cash, the Company’s common stock (9,200,000 shares), and warrants to purchase the Company’s common stock, as follows: Fair Value Cash - Initial Cash Payment $ 1,925,000 Equity - Common Stock 4,627,600 Equity - Warrants 3,403,099 Total fair value of consideration $ 9,955,699 The Company determined that the acquisition should be accounted for as an asset purchase. The asset which was acquired was in-process research and development which does not have any alternative uses and therefore the aggregate fair value of the purchase price being recorded in research and development expenses in 2020. |
Stock-Based Compensation
Stock-Based Compensation | 3 Months Ended |
Mar. 31, 2021 | |
Share-based Payment Arrangement [Abstract] | |
Stock-Based Compensation | 5. Stock-based Compensation The Company recognized stock-based compensation on all employee and non-employee awards as follows: For the Three Months Ended March 31, 2021 For the Three Months Ended March 31, 2020 Research and development $ 30,927 $ 122,519 General and administrative 1,092,834 742,591 Total Stock-based compensation $ 1,123,761 $ 865,110 The following table summarizes the stock option activity during the three months ended March 31, 2021: Number of Shares Weighted Average Exercise Price Weighted Average Remaining Contractual Term (In Years) Aggregate Intrinsic Value (1) Outstanding at December 31, 2020 5,801,349 $ 0.90 8.52 $ 2,773 Granted 1,670,000 $ 1.20 — $ — Exercised — $ — — $ — Forfeited — — — $ — Outstanding at March 31, 2021 7,471,349 $ 0.97 8.63 $ 1,928,437 Exercisable at March 31, 2021 5,819,680 $ 0.98 8.41 $ 1,637,120 (1) The aggregate intrinsic value is calculated as the difference between the exercise price of the underlying stock option awards and the closing market price of our common stock as of December 31, 2020 and March 31, 2021, respectively. Total unrecognized compensation cost related to unvested stock options was $1,163,496 as of March 31, 2021 and is expected to be recognized over a weighted-average period of less than two years. As of March 31, 2021, 537,901 shares of common stock are available for future awards under the 2012 Equity Incentive Plan (the “Plan”). Each executive officer and non-employee director receiving equity-based awards is subject to a minimum dollar value stock ownership holding requirement with respect to the awards received as well as all prior equity awards under the Plan which requirements are intended to align the ability to sell shares with the performance of the Company’s stock price. The executive officer recipients each have a minimum dollar value stock ownership holding requirement threshold equal to two times (2x) their then base salaries below which dollar threshold they would be precluded from selling any shares of Company stock obtained from the Company under its Plan. Also, the non-employee directors are each subject to a minimum dollar value stock ownership holding requirement threshold equal to six times the annual Board retainer ($270,000) below which dollar threshold they would be precluded from selling shares of Company stock acquired from the Company under its Plan. |
Warrants
Warrants | 3 Months Ended |
Mar. 31, 2021 | |
Warrants and Rights Note Disclosure [Abstract] | |
Warrants | 6. Warrants During the three months ended March 31, 2021, During the three months ended September 30, 2020, the Company issued an additional 5,642,114 shares of common stock as a result of the exercise of certain outstanding warrants as follows: (i) 760,000 shares of Common Stock at an exercise price of $1.00 per share and (ii) 4,882,114 warrants at an exercise price of $0.90 per share. The warrant exercises provided aggregate gross proceeds to the Company of $5,153,902. On May 14, 2020 warrants to acquire 9,545,334 shares of common stock expired by their terms as a result of the Company’s announcement of top-line data related to its Phase 2 double blind, placebo controlled clinical trial of AG013. On May 1, 2020, the Company issued warrants to acquire 9,200,000 shares of Company common stock to the former sole shareholder of NTI in connection with the Company’s acquisition of NTI. The NTI Warrants are exercisable at $1.25 per share commencing May 1, 2021 and have a five-year term. See Note 4. Acquisition. A summary of warrant activity for the year ended December 31, 2020 and the three months ended March 31, 2021 is as follows: Warrants Weighted Average Price Balance - December 31, 2019 26,538,593 $ 1.08 Granted 9,200,000 1.25 Exercised (5,680,114 ) 0.91 Expired (9,545,334 ) 0.75 Balance - December 31, 2020 20,513,145 1.36 Granted — — Exercised (2,472,573 ) 0.91 Expired — — Balance - March 31, 2021 18,040,572 $ 1.42 The warrants outstanding as of March 31, 2021 are as follows: Exercise Price Warrants Outstanding Expiration Date $ 3.10 48,387 9/19/2022 $ 2.00 900,000 4/10/2023 $ 3.10 462,106 5/10/2024 $ 3.10 602,414 7/25/2024 $ 3.10 1,064,518 11/8/2024 $ 1.00 3,174,500 7/17/2025 $ 0.90 2,588,647 3/25/2024 $ 1.25 9,200,000 5/1/2025 18,040,572 All outstanding warrants are classified as equity on the Company’s Consolidated Balance Sheets. |
Short-Term Notes Payable
Short-Term Notes Payable | 3 Months Ended |
Mar. 31, 2021 | |
Debt Disclosure [Abstract] | |
Short-Term Notes Payable | 7. Short-Term Notes Payable As of March 31, 2021 and December 31, 2020, the Company had $114,881 and $228,227, respectively, in short-term notes payable for the financing of various insurance policies. Products Liability Insurance On March 10, 2019, the Company entered into a short-term note payable for $17,688 bearing interest at 5.69% per annum to finance the product liability insurance. Principal and interest payments on this note began April 10, 2019 and are made evenly based on a straight-line amortization over an 11-month period with the final payment being made on February 14, 2020. Directors’ and Officers’ Insurance On July 24, 2020, the Company entered into a short-term note payable for $413,784 bearing interest at 5.39% to finance a portion of the directors’ and officers’ liability insurance and employment practices liability insurance premiums. Principal and interest payments on this note began August 24, 2020 and were made evenly based on a straight-line amortization over an 11-month period with the final payment being due on June 24, 2021. On August 7, 2019 the Company entered into a short-term note payable for $254,889 bearing interest at 5.74% to finance a portion of the directors’ and officers’ liability insurance and employment practices liability insurance premiums. Principal and interest payments on this note began August 24, 2019 and are made evenly based on a straight-line amortization over an 11-month period with the final payment being made on June 22, 2020. |
Commitments and Contingencies
Commitments and Contingencies | 3 Months Ended |
Mar. 31, 2021 | |
Commitments and Contingencies Disclosure [Abstract] | |
Commitments and Contingencies | 8. Commitments and Contingencies Additional Consideration-NTI Acquisition. In connection with the Company’s acquisition of NTI on May 1, 2020, the Company is obligated to pay the former sole shareholder of NTI contingent consideration based upon the exercise of certain of the Company’s outstanding warrants as follows: (i) twenty percent (20%) of the cash proceeds received by the Company upon exercise of the Company’s warrants carrying an exercise price of $0.90 and (ii) forty-five percent (45%) of the cash proceeds received by the Company upon exercise of the Company’s warrants carrying an exercise price of $1.00, in each case, for so long as the warrants remain outstanding. As a result of warrant exercises during the three months ended March 31, 2021, 2,472,573 warrants were exercised as follows: (i) 360,000 shares at an exercise price of $1.00 per share and (ii) 2,112,573 at an exercise price of $0.90 per share NIH License Through NTI, the Company is a party to a Patent License and Biological Materials License Agreement (the “License Agreement” or “NIH License”), dated March 23, 2020, with the United States Department of Health and Human Services (the “HHS”), as represented by the National Institute of Allergy and Infectious Diseases (“NIAID”), an Institute within the National Institutes of Health (“NIH”). Under the terms of the License Agreement, we hold a nonexclusive, worldwide license to certain specified patent rights (including patent applications, provisional patent applications and Patent Cooperation Treaty (“PCT”) patent applications) and biological materials relating to the use of pre-fusion coronavirus spike proteins to exploit products (“Licensed Products”) and practice processes (“Licensed Processes”) that are covered by the licensed patent rights and biological materials for the purpose of developing and commercializing a vaccine product candidate for SARS-CoV-2. Under the terms of the License Agreement, the NIAID is entitled to receive a non-creditable, nonrefundable upfront license issue royalty of $30,000 and reimbursement of $11,739 for our pro rata share of the NIAID’s past and future patent prosecution-related expenses (which amounts have already been paid). Additionally, the NIAID is entitled to receive lump sum nonrefundable minimum annual royalties, which increase in the year after the first commercial sale of any Licensed Products or the practice of any Licensed Processes, as well as lump sum benchmark royalties following our completion of certain commercial development and sales-related benchmarks. The NIH is entitled to receive earned royalties on the annual net sales of Licensed Products and the practice of any Licensed Processes (subject to certain reductions), at certain low- to mid-single digit royalty rates, which rates vary based on the total amount of annual net sales and the geographic market in which those sales occur. We must provide regular written reports to the NIAID on the development status of and royalty payments relating to the Licensed Products and the Licensed Processes. The License Agreement will expire upon (a) twenty (20) years from the first commercial sale where no licensed patent rights exist or have ceased to exist or (b) the expiration of the last patent contained in the licensed patent rights, unless terminated earlier. None of the applications included in the NIH licensed patent rights have issued yet. The NIH may terminate or modify the license in the event of a material breach, including if the Company does not meet certain milestones by certain dates, or upon certain insolvency events that remain uncured following the date that is 90 days following written notice of such breach or insolvency event. The Company may terminate the license, or any portion thereof, at its sole discretion at any time upon 60 days written notice to the NIH. The Lantibiotic ECC On March 1, 2021, we entered into an amended and restated worldwide exclusive channel collaboration agreement with Eleszto Genetika, Inc. (“EGI”) (the “Lantibiotic ECC”) in which we will use its 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 us an exclusive worldwide license to use patents and other intellectual property of EGI 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. Subject to limited exceptions, we may not sublicense the rights described without Precigen’s written consent. Under the terms of the Lantibiotic ECC, we have agreed to make certain payments, in cash, to our Collaboration Partner upon our achievement of designated milestones. The milestone events and amounts payable are as follows: (i) a one-time payment of twenty-five million United States dollars ($25,000,000) within six (6) months of the achievement of the Regulatory Approval Milestone Event meaning receiving approval from the FDA of a New Product Application (or equivalent regulatory action in a foreign jurisdiction) for an Oragenics Product; (ii) a one-time payment of five million United States dollars ($5,000,000) within six (6) months of the achievement of the New Indication Milestone Event meaning receiving approval from the FDA of a Supplemental FDA Application (or an equivalent filing with another equivalent regulatory agency) which Supplemental FDA Application sought approval of an indication for use of the Oragenics Product other than the current regulatory-approved indication; and (iii) a one-time payment of five million United States dollars ($5,000,000) within six (6) months of the achievement of the New Product Milestone Event meaning receiving approval from the FDA of a New Product that is deemed to be a different drug product that the first Oragenics Product that was clinically pursued under the Lantibiotics Program. None of the Lantibiotic ECC milestones had been achieved as of March 31, 2021. Leases The Company’s Alachua facility is being leased from a real estate developer for a term of five years beginning in December 2019. Under the amended lease agreement, the rental payments range from $12,870 per month to $13,338 per month. The lease may be terminated prior to its stated expiration date upon the payment of nine-months rent. 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 months commencing on March 1, 2017. Lease payments range from $4,138 per month to $4,392 per month inclusive of insurance, taxes and utilities. The lease expired on February 29, 2020. In November of 2019, the Company entered into an amendment for the Tampa facility for a term of three years beginning in March of 2020. Under the amended lease agreement, the rental payments range from $4,524 per month to $4,800 per month. Supplemental balance sheet information related to leases is as follows: March 31, 2021 December 31, 2020 Weighted Average Remaining Lease Term In Years Operating leases 3.21 3.46 Weighted Average Discount Rate Operating leases 5.70 % 5.70 % Maturities of operating lease liabilities are as follows: Year ended December 31: 2021 $ 158,242 2022 217,379 2023 169,656 2024 146,719 Total $ 691,996 Less: Imputed interest (64,273 ) Present value of lease liabilities $ 627,723 The cost component of operating leases is as follows: For the Three Months Ended March 31, 2021 For the Three Months Ended March 31, 2020 Operating lease cost $ 56,964 $ 55,198 Short-term lease cost 611 274 Total lease cost $ 57,575 $ 55,472 Supplemental cash flow information related to operating leases is as follows: For the Three Months Ended March 31, 2021 For the Three Months Ended March 31, 2020 Cash paid for amounts included in the measurement of lease liabilities: Operating cash flows from operating leases $ 56,554 $ 56,429 |
Shareholders' Equity
Shareholders' Equity | 3 Months Ended |
Mar. 31, 2021 | |
Equity [Abstract] | |
Shareholders' Equity | 9. Shareholders’ Equity Common Stock During three months ended March 31, 2021, the Company issued an aggregate of 23,871,338 shares of common stock comprised of (i) 21,398,765 shares of common stock issued in connection with sales under its ATM Program which generated gross proceeds of approximately $27.8 million and (ii) 2,472,573 shares of common stock issued as the result of the exercise of certain outstanding warrants which generated gross proceeds of approximately $2.3 million as a result of the exercise of certain outstanding. Preferred Stock Series C Preferred Stock Dividend and Redemption During the three months ended March 31, 2021, the Company provided a notice of redemption, to the holder of the Company’s Series C Preferred Stock to redeem all outstanding Series C Preferred Stock (which included the dividend of 26.697 shares paid on January 28, 2021 and any accrued dividends due through the redemption date of March 13, 2021). The Series C Preferred Stock redemption amount of approximately $5.6 million was paid on March 15, 2021 and all outstanding shares of Series C Preferred Stock were cancelled. |
Significant Accounting Polici_2
Significant Accounting Policies (Policies) | 3 Months Ended |
Mar. 31, 2021 | |
Accounting Policies [Abstract] | |
Basis of Consolidation | Basis of Consolidation The consolidated financial statements include the accounts of Oragenics, Inc. and our wholly-owned subsidiary Noachis Terra, Inc. All intercompany balances and transactions have been eliminated. |
New Accounting Standards | New Accounting Standards There are no additional accounting pronouncements issued or effective during the three months ended March 31, 2021, that have had, or are expected to have, a material impact on our consolidated financial statements. |
Recently Issued Accounting Pronouncements | Recently Issued Accounting Pronouncements Income Taxes In December 2019, the FASB issued ASU No. 2019-12, “Income Taxes (Topic 740): Simplifying the Accounting for Income Taxes (“ASU 2019-12”), which is intended to simplify various aspects related to accounting for income taxes. ASU 2019-12 removes certain exceptions to the general principles in Topic 740 and also clarifies and amends existing guidance to improve consistent application. This guidance is effective for fiscal years, and interim periods within those fiscal years, beginning after December 15, 2020, with early adoption permitted. The Company's adoption of the provisions of ASU No. 2019-12, did not have an impact on its consolidated financial statements and related disclosures. |
Use of Estimates | Use of Estimates The preparation of consolidated 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 consolidated financial statements, as well as the reported amounts of expenses during the reporting period. Actual results could differ from those estimates. The principal areas of estimation reflected in the consolidated financial statements are stock-based compensation and valuation of warrants. |
Stock-Based Payment Arrangements | Stock-Based Payment Arrangements Generally, all forms of stock-based payments, including stock option grants, and warrants are measured at their fair value on the awards’ grant date using a Black-Scholes pricing model. Stock-based compensation awards issued to non-employees for services rendered are recorded at the fair value of the stock-based payment. The expense resulting from stock-based payments are recorded in research and development expense or general and administrative expense in the consolidated statement of operations, depending on the nature of the services provided. Stock-based payment expense is recorded over the requisite service period in which the grantee provides services to us. To the extent the stock option grants, warrants, or restricted stock grants do not vest at the grant date they are subject to forfeiture. |
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 consolidated 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. In connection with adopting ASU 2016-09, the Company made an accounting policy election to account for forfeitures in compensation expense as they occur. |
Warrants | Warrants The Company used the Black Scholes Option Pricing Model in calculating the relative fair value of any warrants that have been issued. |
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. |
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 March 31, 2021, the uninsured portion of this balance was $36,250,856. As of December 31, 2020, the uninsured portion of this balance was $17,389,575. |
Acquisition (Tables)
Acquisition (Tables) | 3 Months Ended |
Mar. 31, 2021 | |
Business Combinations [Abstract] | |
Schedule of Common Stock, and Contingent Cash Consideration | Fair Value Cash - Initial Cash Payment $ 1,925,000 Equity - Common Stock 4,627,600 Equity - Warrants 3,403,099 Total fair value of consideration $ 9,955,699 |
Stock-Based Compensation (Table
Stock-Based Compensation (Tables) | 3 Months Ended |
Mar. 31, 2021 | |
Share-based Payment Arrangement [Abstract] | |
Schedule of Stock-based Compensation Expense Recognized | The Company recognized stock-based compensation on all employee and non-employee awards as follows: For the Three Months Ended March 31, 2021 For the Three Months Ended March 31, 2020 Research and development $ 30,927 $ 122,519 General and administrative 1,092,834 742,591 Total Stock-based compensation $ 1,123,761 $ 865,110 |
Summary of Stock Option Activity | The following table summarizes the stock option activity during the three months ended March 31, 2021: Number of Shares Weighted Average Exercise Price Weighted Average Remaining Contractual Term (In Years) Aggregate Intrinsic Value (1) Outstanding at December 31, 2020 5,801,349 $ 0.90 8.52 $ 2,773 Granted 1,670,000 $ 1.20 — $ — Exercised — $ — — $ — Forfeited — — — $ — Outstanding at March 31, 2021 7,471,349 $ 0.97 8.63 $ 1,928,437 Exercisable at March 31, 2021 5,819,680 $ 0.98 8.41 $ 1,637,120 (1) The aggregate intrinsic value is calculated as the difference between the exercise price of the underlying stock option awards and the closing market price of our common stock as of December 31, 2020 and March 31, 2021, respectively. |
Warrants (Tables)
Warrants (Tables) | 3 Months Ended |
Mar. 31, 2021 | |
Warrants and Rights Note Disclosure [Abstract] | |
Schedule of Warrants Activity | A summary of warrant activity for the year ended December 31, 2020 and the three months ended March 31, 2021 is as follows: Warrants Weighted Average Price Balance - December 31, 2019 26,538,593 $ 1.08 Granted 9,200,000 1.25 Exercised (5,680,114 ) 0.91 Expired (9,545,334 ) 0.75 Balance - December 31, 2020 20,513,145 1.36 Granted — — Exercised (2,472,573 ) 0.91 Expired — — Balance - March 31, 2021 18,040,572 $ 1.42 |
Schedule of Warrants Outstanding | The warrants outstanding as of March 31, 2021 are as follows: Exercise Price Warrants Outstanding Expiration Date $ 3.10 48,387 9/19/2022 $ 2.00 900,000 4/10/2023 $ 3.10 462,106 5/10/2024 $ 3.10 602,414 7/25/2024 $ 3.10 1,064,518 11/8/2024 $ 1.00 3,174,500 7/17/2025 $ 0.90 2,588,647 3/25/2024 $ 1.25 9,200,000 5/1/2025 18,040,572 |
Commitments and Contingencies (
Commitments and Contingencies (Tables) | 3 Months Ended |
Mar. 31, 2021 | |
Commitments and Contingencies Disclosure [Abstract] | |
Schedule of Supplemental Balance Sheet Information Related to Leases | Supplemental balance sheet information related to leases is as follows: March 31, 2021 December 31, 2020 Weighted Average Remaining Lease Term In Years Operating leases 3.21 3.46 Weighted Average Discount Rate Operating leases 5.70 % 5.70 % |
Schedule of Maturities of Operating Lease Liabilities | Maturities of operating lease liabilities are as follows: Year ended December 31: 2021 $ 158,242 2022 217,379 2023 169,656 2024 146,719 Total $ 691,996 Less: Imputed interest (64,273 ) Present value of lease liabilities $ 627,723 |
Schedule of Cost Component of Operating Leases | The cost component of operating leases is as follows: For the Three Months Ended March 31, 2021 For the Three Months Ended March 31, 2020 Operating lease cost $ 56,964 $ 55,198 Short-term lease cost 611 274 Total lease cost $ 57,575 $ 55,472 |
Schedule of Supplemental Cash Flow Information Related to Operating Leases | Supplemental cash flow information related to operating leases is as follows: For the Three Months Ended March 31, 2021 For the Three Months Ended March 31, 2020 Cash paid for amounts included in the measurement of lease liabilities: Operating cash flows from operating leases $ 56,554 $ 56,429 |
Basis of Presentation (Details
Basis of Presentation (Details Narrative) - USD ($) | 3 Months Ended | ||
Mar. 31, 2021 | Mar. 31, 2020 | Dec. 31, 2020 | |
Accounting Policies [Abstract] | |||
Net loss | $ (5,219,945) | $ (5,187,760) | |
Cash used in operations | (4,327,429) | $ (3,822,872) | |
Accumulated deficit | $ (160,782,459) | $ (154,444,983) |
Significant Accounting Polici_3
Significant Accounting Policies (Details Narrative) - USD ($) | Mar. 31, 2021 | Dec. 31, 2020 |
Accounting Policies [Abstract] | ||
Uninsured portion of balance | $ 36,250,856 | $ 17,389,575 |
Acquisition (Details Narrative)
Acquisition (Details Narrative) - USD ($) | May 01, 2020 | Mar. 31, 2021 | Sep. 30, 2020 | May 14, 2020 |
Business acquisition cash consideration | $ 1,925,000 | |||
Business acquisition cash consideration | $ 9,955,699 | |||
Warrants [Member] | ||||
Warrants to purchase | 2,472,573 | 9,545,334 | ||
Warrants One [Member] | ||||
Warrants to purchase | 360,000 | 760,000 | ||
Warrants exercise price per share | $ 1 | $ 1 | ||
Noachis Terra Inc. [Member] | Warrants [Member] | ||||
Warrants to purchase | 9,200,000 | |||
Warrants exercise price per share | $ 1.25 | |||
Warrants term | 5 years | |||
Stock Purchase Agreement [Member] | Warrants One [Member] | Mr. Joseph Hernandez [Member] | ||||
Warrants exercise price per share | $ 1 | |||
Percentage of warrant exercise | 45.00% | |||
Stock Purchase Agreement [Member] | Noachis Terra Inc. [Member] | ||||
Business acquisition percentage | 100.00% | |||
Business acquisition cash consideration | $ 1,925,000 | |||
Pre-transaction liabilities | $ 500,000 | |||
Stock issued during period, restricted shares | 9,200,000 | |||
Stock Purchase Agreement [Member] | Noachis Terra Inc. [Member] | Warrants [Member] | ||||
Business acquisition cash consideration | $ 1,925,000 | |||
Warrants to purchase | 9,200,000 | |||
Warrants exercise price per share | $ 1.25 | |||
Warrants term | 5 years | |||
Contingent consideration description | (i) twenty percent (20%) of the cash proceeds received by the Company upon exercise of the Company's warrants carrying an exercise price of $0.75 and $0.90 and (ii) forty-five percent (45%) of the cash proceeds received by the Company upon exercise of the Company's warrants carrying an exercise price of $1.00, in each case, for so long as the warrants remain outstanding. | |||
Percentage of warrant exercise | 20.00% | |||
Business acquisition cash consideration | $ 9,955,699 | |||
Stock Purchase Agreement [Member] | Noachis Terra Inc. [Member] | Warrants [Member] | Mr. Joseph Hernandez [Member] | ||||
Warrants exercise price per share | $ 0.90 | |||
Stock Purchase Agreement [Member] | Noachis Terra Inc. [Member] | Warrants One [Member] | ||||
Percentage of warrant exercise | 45.00% |
Acquisition - Schedule of Commo
Acquisition - Schedule of Common Stock, and Contingent Cash Consideration (Details) | 3 Months Ended |
Mar. 31, 2021USD ($) | |
Cash - Initial Cash Payment | $ 1,925,000 |
Total fair value of consideration | 9,955,699 |
Common Stock [Member] | |
Equity | 4,627,600 |
Warrants [Member] | |
Equity | $ 3,403,099 |
Stock-Based Compensation (Detai
Stock-Based Compensation (Details Narrative) | 3 Months Ended |
Mar. 31, 2021USD ($)shares | |
Unrecognized compensation cost related to unvested stock options | $ 1,163,496 |
Number of shares of common stock are available for future awards | shares | 537,901 |
Non-employee Director [Member] | |
Annual retainer amount for the threshold of stock precluded from selling | $ 270,000 |
Stock-Based Compensation - Sche
Stock-Based Compensation - Schedule of Stock-based Compensation Expense Recognized (Details) - USD ($) | 3 Months Ended | |
Mar. 31, 2021 | Mar. 31, 2020 | |
Total Stock-based compensation | $ 1,123,761 | $ 865,110 |
Research and Development [Member] | ||
Total Stock-based compensation | 30,927 | 742,591 |
General and Administrative [Member] | ||
Total Stock-based compensation | $ 1,092,834 | $ 122,519 |
Stock-Based Compensation - Summ
Stock-Based Compensation - Summary of Stock Option Activity (Details) | 3 Months Ended | |
Mar. 31, 2021USD ($)$ / sharesshares | ||
Share-based Payment Arrangement [Abstract] | ||
Number of Options, Outstanding, Beginning Balance | shares | 5,801,349 | |
Number of Options Outstanding, Granted | shares | 1,670,000 | |
Number of Options Outstanding, Exercised | shares | ||
Number of Options Outstanding, Forfeited | shares | ||
Number of Options Outstanding, Ending Balance | shares | 7,471,349 | |
Number of Options Outstanding, Exercisable Ending Balance | shares | 5,819,680 | |
Weighted Average Exercise Price, Beginning Balance | $ / shares | $ 0.90 | |
Weighted Average Exercise Price, Granted | $ / shares | 1.20 | |
Weighted Average Exercise Price, Exercised | $ / shares | ||
Weighted Average Exercise Price, Forfeited | $ / shares | ||
Weighted Average Exercise Price, Ending Balance | $ / shares | 0.97 | |
Weighted Average Exercise Price, Exercisable Ending Balance | $ / shares | $ 0.98 | |
Weighted Average Contractual Term, Outstanding Beginning | 8 years 6 months 7 days | |
Weighted Average Contractual Term, Outstanding Ending | 8 years 7 months 17 days | |
Weighted Average Contractual Term, Exercisable Ending | 8 years 4 months 28 days | |
Aggregate Intrinsic Value Outstanding, Beginning | $ | $ 2,773 | [1] |
Aggregate Intrinsic Value Outstanding, Ending | $ | 1,928,437 | [1] |
Aggregate Intrinsic Value Exercisable, Ending | $ | $ 1,637,120 | [1] |
[1] | The aggregate intrinsic value is calculated as the difference between the exercise price of the underlying stock option awards and the closing market price of our common stock as of December 31, 2020 and March 31, 2021, respectively. |
Warrants (Details Narrative)
Warrants (Details Narrative) - USD ($) | 3 Months Ended | |||
Mar. 31, 2021 | Sep. 30, 2020 | May 14, 2020 | May 01, 2020 | |
Warrants [Member] | ||||
Number of common stock issued in offering | 2,472,573 | 5,642,114 | ||
Warrants to purchase shares of common stock | 2,472,573 | 9,545,334 | ||
Proceeds from warrant exercises | $ 2,261,315 | $ 5,153,902 | ||
Warrants [Member] | Noachis Terra Inc. [Member] | ||||
Warrants to purchase shares of common stock | 9,200,000 | |||
Warrants exercise price per share | $ 1.25 | |||
Term of warrants | 5 years | |||
Warrant One [Member] | ||||
Warrants to purchase shares of common stock | 360,000 | 760,000 | ||
Warrants exercise price per share | $ 1 | $ 1 | ||
Warrant Two [Member] | ||||
Warrants to purchase shares of common stock | 2,112,573 | 4,882,114 | ||
Warrants exercise price per share | $ 0.90 | $ 0.90 |
Warrants - Schedule of Warrants
Warrants - Schedule of Warrants Activity (Details) - $ / shares | 3 Months Ended | 12 Months Ended |
Mar. 31, 2021 | Dec. 31, 2019 | |
Warrants and Rights Note Disclosure [Abstract] | ||
Warrants, Beginning balance | 20,513,145 | 26,538,593 |
Warrants, Granted | 9,200,000 | |
Warrants, Exercised | (2,472,573) | (5,680,114) |
Warrants, Expired | (9,545,334) | |
Warrants, Ending balance | 18,040,572 | 20,513,145 |
Weighted Average Price, Beginning balance | $ 1.36 | $ 1.08 |
Weighted Average Price, Granted | 1.25 | |
Weighted Average Price, Exercised | 0.91 | 0.91 |
Weighted Average Price, Expired | 0.75 | |
Weighted Average Price, Ending balance | $ 1.42 | $ 1.36 |
Warrants - Schedule of Warran_2
Warrants - Schedule of Warrants Outstanding (Details) | Mar. 31, 2021$ / sharesshares |
Warrants Outstanding | 18,040,572 |
Range One [Member] | |
Warrants Outstanding Exercise Price | $ / shares | $ 3.10 |
Warrants Outstanding | 48,387 |
Expiration Date | Sep. 19, 2022 |
Range Two [Member] | |
Warrants Outstanding Exercise Price | $ / shares | $ 2 |
Warrants Outstanding | 900,000 |
Expiration Date | Apr. 10, 2023 |
Range Three [Member] | |
Warrants Outstanding Exercise Price | $ / shares | $ 3.10 |
Warrants Outstanding | 462,106 |
Expiration Date | May 10, 2024 |
Range Four [Member] | |
Warrants Outstanding Exercise Price | $ / shares | $ 3.10 |
Warrants Outstanding | 602,414 |
Expiration Date | Jul. 25, 2024 |
Range Five [Member] | |
Warrants Outstanding Exercise Price | $ / shares | $ 3.10 |
Warrants Outstanding | 1,064,518 |
Expiration Date | Nov. 8, 2024 |
Range Six [Member] | |
Warrants Outstanding Exercise Price | $ / shares | $ 1 |
Warrants Outstanding | 3,174,500 |
Expiration Date | Jul. 17, 2025 |
Range Seven [Member] | |
Warrants Outstanding Exercise Price | $ / shares | $ 0.90 |
Warrants Outstanding | 2,588,647 |
Expiration Date | Mar. 25, 2024 |
Range Eight [Member] | |
Warrants Outstanding Exercise Price | $ / shares | $ 1.25 |
Warrants Outstanding | 9,200,000 |
Expiration Date | May 1, 2025 |
Short-Term Notes Payable (Detai
Short-Term Notes Payable (Details Narrative) - USD ($) | Jul. 24, 2020 | Aug. 07, 2019 | Mar. 10, 2019 | Mar. 31, 2021 | Dec. 31, 2020 | Dec. 31, 2019 |
Short-term notes payable | $ 114,881 | $ 228,227 | $ 228,227 | |||
Product Liability Insurance [Member] | Short-term Note Payable [Member] | ||||||
Short-term notes payable | $ 17,688 | |||||
Debt interest rate | 5.69% | |||||
Amortization period of debt | 11 months | |||||
Debt maturity date | Feb. 14, 2020 | |||||
Directors' and Officers' Insurance [Member] | Short-term Note Payable [Member] | ||||||
Short-term notes payable | $ 413,784 | $ 254,889 | ||||
Debt interest rate | 5.39% | 5.74% | ||||
Amortization period of debt | 11 months | 11 months | ||||
Debt maturity date | Jun. 24, 2021 | Jun. 22, 2020 |
Commitments and Contingencies_2
Commitments and Contingencies (Details Narrative) | Mar. 01, 2021USD ($) | May 01, 2020$ / sharesshares | Nov. 30, 2019USD ($) | Nov. 30, 2016USD ($)ft² | Mar. 31, 2021USD ($)$ / sharesshares | Mar. 31, 2020USD ($) | Sep. 30, 2020$ / sharesshares | May 14, 2020shares | Dec. 31, 2019 |
Monthly lease payments | $ 56,554 | $ 56,429 | |||||||
Alachua Facility [Member] | |||||||||
Period of lease | 5 years | ||||||||
Amended Lease Agreement [Member] | Minimum [Member] | |||||||||
Payments of rent | 13,338 | ||||||||
Monthly lease payments | $ 12,870 | ||||||||
Tampa Facility [Member] | |||||||||
Period of lease | 3 years | 36 months | |||||||
Area of office space leased | ft² | 2,207 | ||||||||
Lease expiry date | Feb. 29, 2020 | ||||||||
Tampa Facility [Member] | Minimum [Member] | |||||||||
Monthly lease payments | $ 4,524 | $ 4,138 | |||||||
Tampa Facility [Member] | Maximum [Member] | |||||||||
Monthly lease payments | $ 4,800 | $ 4,392 | |||||||
Range One [Member] | |||||||||
Warrants exercise price per share | $ / shares | $ 3.10 | ||||||||
Range Two [Member] | |||||||||
Warrants exercise price per share | $ / shares | $ 2 | ||||||||
Warrants [Member] | |||||||||
Exercise of warrants | shares | 2,472,573 | 9,545,334 | |||||||
Payment for contingent consideration | $ 542,263 | ||||||||
Warrants [Member] | Range One [Member] | |||||||||
Warrants exercise price per share | $ / shares | $ 1 | ||||||||
Exercise of warrants | shares | 360,000 | ||||||||
Warrants [Member] | Range Two [Member] | |||||||||
Warrants exercise price per share | $ / shares | $ 0.90 | ||||||||
Exercise of warrants | shares | 2,112,573 | ||||||||
Warrant One [Member] | |||||||||
Warrants exercise price per share | $ / shares | $ 1 | $ 1 | |||||||
Exercise of warrants | shares | 360,000 | 760,000 | |||||||
Noachis Terra Inc. [Member] | Warrants [Member] | |||||||||
Warrants exercise price per share | $ / shares | $ 1.25 | ||||||||
Exercise of warrants | shares | 9,200,000 | ||||||||
Stock Purchase Agreement [Member] | Warrant One [Member] | Mr. Joseph Hernandez [Member] | |||||||||
Warrants exercise price per share | $ / shares | $ 1 | ||||||||
Percentage of warrant exercise | 45.00% | ||||||||
Stock Purchase Agreement [Member] | Noachis Terra Inc. [Member] | Warrants [Member] | |||||||||
Contingent consideration description | (i) twenty percent (20%) of the cash proceeds received by the Company upon exercise of the Company's warrants carrying an exercise price of $0.90 and (ii) forty-five percent (45%) of the cash proceeds received by the Company upon exercise of the Company's warrants carrying an exercise price of $1.00, in each case, for so long as the warrants remain outstanding. | ||||||||
Warrants exercise price per share | $ / shares | $ 1.25 | ||||||||
Percentage of warrant exercise | 20.00% | ||||||||
Exercise of warrants | shares | 9,200,000 | ||||||||
Stock Purchase Agreement [Member] | Noachis Terra Inc. [Member] | Warrants [Member] | Mr. Joseph Hernandez [Member] | |||||||||
Warrants exercise price per share | $ / shares | $ 0.90 | ||||||||
Stock Purchase Agreement [Member] | Noachis Terra Inc. [Member] | Warrant One [Member] | |||||||||
Percentage of warrant exercise | 45.00% | ||||||||
License Agreement [Member] | |||||||||
Royalty expenses | $ 30,000 | ||||||||
Reimbursement expenses | $ 11,739 | ||||||||
Agreement expiration term | 20 years | ||||||||
Lantibiotic Exclusive Channel Collaboration [Member] | Regulatory Approval Milestone Event [Member] | |||||||||
Milestone payment under licensing agreement | $ 25,000,000 | ||||||||
Milestone measurement period | 6 months | ||||||||
Lantibiotic Exclusive Channel Collaboration [Member] | New Indication Milestone Event [Member] | |||||||||
Milestone payment under licensing agreement | $ 5,000,000 | ||||||||
Milestone measurement period | 6 months | ||||||||
Lantibiotic Exclusive Channel Collaboration [Member] | New Product Milestone Event [Member] | |||||||||
Milestone payment under licensing agreement | $ 5,000,000 | ||||||||
Milestone measurement period | 6 months |
Commitments and Contingencies -
Commitments and Contingencies - Schedule of Supplemental Balance Sheet Information Related to Leases (Details) | Mar. 31, 2021 | Dec. 31, 2020 |
Commitments and Contingencies Disclosure [Abstract] | ||
Weighted Average Remaining Lease Term In Years, Operating leases | 3 years 2 months 16 days | 3 years 5 months 16 days |
Weighted Average Discount Rate, Operating leases | 5.70% | 5.70% |
Commitments and Contingencies_3
Commitments and Contingencies - Schedule of Maturities of Operating Lease Liabilities (Details) | Mar. 31, 2021USD ($) |
Commitments and Contingencies Disclosure [Abstract] | |
2021 | $ 158,242 |
2022 | 217,379 |
2023 | 169,656 |
2024 | 146,719 |
Total | 691,996 |
Less: Imputed interest | (64,273) |
Present value of lease liabilities | $ 627,723 |
Commitments and Contingencies_4
Commitments and Contingencies - Schedule of Cost Component of Operating Leases (Details) - USD ($) | 3 Months Ended | |
Mar. 31, 2021 | Mar. 31, 2020 | |
Commitments and Contingencies Disclosure [Abstract] | ||
Operating lease cost | $ 56,964 | $ 55,198 |
Short-term lease cost | 611 | 274 |
Total lease cost | $ 57,575 | $ 55,472 |
Commitments and Contingencies_5
Commitments and Contingencies - Schedule of Supplemental Cash Flow Information Related to Operating Leases (Details) - USD ($) | 3 Months Ended | |
Mar. 31, 2021 | Mar. 31, 2020 | |
Commitments and Contingencies Disclosure [Abstract] | ||
Cash paid for amounts included in the measurement of lease liabilities: Operating cash flows from operating leases | $ (56,554) | $ (56,429) |
Shareholders' Equity (Details N
Shareholders' Equity (Details Narrative) - USD ($) | 3 Months Ended | |||
Mar. 31, 2021 | Mar. 31, 2020 | Mar. 15, 2021 | Jan. 28, 2021 | |
Gross proceeds from common stock | $ 26,676,392 | |||
Warrants outstanding | 18,040,572 | |||
Series C Preferred Stock [Member] | ||||
Redemption of preferred shares | 26.697 | |||
Redemption of preferred stock | $ 5,600,000 | |||
Common Stock [Member] | ||||
Number of shares issued during the period | 23,871,338 | |||
Gross proceeds from common stock | $ 27,800,000 | |||
Warrants outstanding | 2,472,573 | |||
Gross proceeds from warrants | $ 2,300,000 | |||
Common Stock [Member] | ATM Program [Member] | ||||
Number of shares issued during the period | 21,398,765 |