Oragenics (OGEN) 10-K 24 Mar 22 2021 FY Annual report Financial data

Cover

Cover - USD ($)	12 Months Ended
	Dec. 31, 2021	Mar. 08, 2022	Jun. 30, 2021
Cover [Abstract]
Document Type	10-K
Amendment Flag	false
Document Annual Report	true
Document Transition Report	false
Document Period End Date	Dec. 31, 2021
Document Fiscal Period Focus	FY
Document Fiscal Year Focus	2021
Current Fiscal Year End Date	--12-31
Entity File Number	001-32188
Entity Registrant Name	ORAGENICS, INC.
Entity Central Index Key	0001174940
Entity Tax Identification Number	59-3410522
Entity Incorporation, State or Country Code	FL
Entity Address, Address Line One	4902 Eisenhower Blvd.
Entity Address, Address Line Two	Suite 125
Entity Address, City or Town	Tampa
Entity Address, State or Province	FL
Entity Address, Postal Zip Code	33634
City Area Code	813
Local Phone Number	286-7900
Title of 12(b) Security	Common Stock $0.001 par value per share
Trading Symbol	OGEN
Security Exchange Name	NYSE
Entity Well-known Seasoned Issuer	No
Entity Voluntary Filers	No
Entity Current Reporting Status	Yes
Entity Interactive Data Current	Yes
Entity Filer Category	Non-accelerated Filer
Entity Small Business	true
Entity Emerging Growth Company	false
Entity Shell Company	false
Entity Public Float			$ 80,959,901
Entity Common Stock, Shares Outstanding		116,394,806
ICFR Auditor Attestation Flag	false
Auditor Firm ID	199
Auditor Name	Mayer Hoffman McCann P.C.
Auditor Location	St. Petersburg, FL

Consolidated Balance Sheets

Consolidated Balance Sheets - USD ($)	Dec. 31, 2021	Dec. 31, 2020
Current assets:
Cash and cash equivalents	$ 27,265,703	$ 17,639,575
Other receivables	6,987
Prepaid expenses and other current assets	434,699	343,106
Total current assets	27,707,389	17,982,681
Property and equipment, net	45,708	42,713
Operating lease right-of-use assets	477,882	655,138
Total assets	28,230,979	18,680,532
Current liabilities:
Accounts payable and accrued expenses	947,574	937,020
Short-term notes payable	303,416	228,227
Operating lease liabilities	194,270	176,900
Total current liabilities	1,445,260	1,342,147
Long-term liabilities
Operating lease liabilities	299,520	493,790
Total long-term liabilities	299,520	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 December 31, 2021 and December 31, 2020, respectively	2,656,713	7,174,854
Common stock, $0.001 par value; 200,000,000 shares authorized 116,394,806 and 91,766,928 shares issued and outstanding at December 31, 2021 and December 31, 2020, respectively	116,395	91,767
Additional paid-in capital	194,987,219	164,022,957
Accumulated deficit	(171,274,128)	(154,444,983)
Total shareholders’ equity	26,486,199	16,844,595
Total liabilities and shareholders’ equity	$ 28,230,979	$ 18,680,532

Consolidated Balance Sheets (Pa

Consolidated Balance Sheets (Parenthetical) - $ / shares	Dec. 31, 2021	Dec. 31, 2020
Preferred stock, par value	$ 0	$ 0
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	116,394,806	91,766,928
Common stock, shares outstanding	116,394,806	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 authorized	6,600,000
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 - USD ($)	12 Months Ended
	Dec. 31, 2021	Dec. 31, 2020
Income Statement [Abstract]
Grant revenue	$ 86,987
Operating expenses:
Research and development	10,586,144	22,107,563
General and administrative	5,271,861	4,533,893
Total operating expenses	15,858,005	26,641,456
Loss from operations	(15,771,018)	(26,641,456)
Other income (expense):
Interest income	75,847	89,294
Interest expense	(15,756)	(10,685)
Local business tax	(1,357)	(2,400)
Other income	670	1,795
Forgiveness of Paycheck Protection Program loan and accrued interest		132,753
Total other income, net	59,404	210,757
Loss before income taxes	(15,711,614)	(26,430,699)
Income tax benefit
Net loss	$ (15,711,614)	$ (26,430,699)
Basic and diluted net loss per share	$ (0.14)	$ (0.47)
Shares used to compute basic and diluted net loss per share	112,919,688	56,531,246

Consolidated Statements of Chan

Consolidated Statements of Changes in Shareholders' Equity - USD ($)	Common Stock [Member]	Preferred Stock [Member]	Additional Paid-in Capital [Member]	Retained Earnings [Member]	Total
Beginning balance, value at Dec. 31, 2019	$ 46,125	$ 6,513,396	$ 138,024,957	$ (127,352,826)	$ 17,231,652
Beginning Balance shares at Dec. 31, 2019	46,124,803	16,017,113.941
Compensation expense relating to option issuances			1,491,165		1,491,165
Issuance of common stock from option exercise	$ 5,680		5,176,723		5,182,403
Issuance of common stock from option exercise, shares	5,680,114
Series C dividend		$ 661,458		(661,458)
Series C dividend, shares		19.542
Issuance of common stock and warrants for the acquisition of Noachis Terra	$ 9,200		8,021,499		8,030,699
Issuance of common stock and warrants for the acquisition of noachis terra, shares	9,200,000
November 2020 public offering of common stock-net of expenses	$ 16,318		5,383,057		5,399,375
November 2020 public offering of common stock- net of expenses, shares	16,317,567
December 2020 public offering of common stock-net of expenses	$ 14,444		5,925,556		5,940,000
December 2020 registered direct offering of common stock- net of expenses, shares	14,444,444
Net loss				(26,430,699)	(26,430,699)
Ending balance, value at Dec. 31, 2020	$ 91,767	$ 7,174,854	164,022,957	(154,444,983)	16,844,595
Ending Balance, shares at Dec. 31, 2020	91,766,928	16,017,133.483
Compensation expense relating to option issuances			1,688,022		1,688,022
Issuance of common stock from option exercise	$ 756		362,383		$ 363,139
Issuance of common stock from option exercise, shares	756,540				756,540
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
Issuance of common stock from warrant exercise	$ 2,473		2,258,864		2,261,337
Issuance of common stock from warrant exercise, shares	2,472,573
Net loss				(15,711,614)	(15,711,614)
Ending balance, value at Dec. 31, 2021	$ 116,395	$ 2,656,713	$ 194,987,219	$ (171,274,128)	$ 26,486,199
Ending Balance, shares at Dec. 31, 2021	116,394,806	16,017,000

Consolidated Statements of Cash

Consolidated Statements of Cash Flows - USD ($)	12 Months Ended
	Dec. 31, 2021	Dec. 31, 2020
Cash flows from operating activities:
Net loss	$ (15,711,614)	$ (26,430,699)
Adjustments to reconcile net loss to net cash used in operating activities:
Depreciation and amortization	41,237	51,705
Stock-based compensation expense	1,688,022	1,491,165
Stock issued for purchase of Noachis Terra		8,030,699
Forgiveness of Paycheck Protection Program loan and accrued interest		(132,753)
Changes in operating assets and liabilities:
Other receivables	(6,987)
Prepaid expenses and other current assets	508,576	640,749
Accounts payable and accrued expenses	10,554	(603,730)
Net cash used in operating activities	(13,470,212)	(16,952,864)
Cash flows from investing activities:
Purchase of property and equipment	(43,876)
Net cash used in investing activities	(43,876)
Cash flows from financing activities:
Borrowings under short-term notes payable		132,088
Payments on short-term notes payable	(524,980)	(329,421)
Redemption of Series C Preferred stock	(5,635,672)
Proceeds from issuance of common stock for stock option exercise	363,139
Proceeds from issuance of common stock for warrant exercise	2,261,337	5,182,403
Net proceeds from issuance of common stock	26,676,392	11,339,375
Net cash provided by financing activities	23,140,216	16,324,445
Net increase (decrease) in cash and cash equivalents	9,626,128	(628,419)
Cash and cash equivalents at beginning of the year	17,639,575	18,267,994
Cash and cash equivalents at end of the year	27,265,703	17,639,575
Supplemental disclosure of cash flow information:
Interest paid	15,756	10,020
Non-cash investing and financing activities:
Borrowings under short term notes payable for prepaid expense	600,169	413,784
Stock dividend on Series C preferred stock	$ 1,117,531	$ 661,458

Basis of Presentation

Basis of Presentation	12 Months Ended
	Dec. 31, 2021
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 the creation of the NT-CoV2-1 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 The accompanying consolidated 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 $ (15,711,614) 13,470,212 (171,274,128) Historically, the Company’s major sources of cash have been comprised of proceeds from various public and private offerings of its common stock, preferred stock, warrant exercises, income earned on grants and interest income. From 2012 through 2021, the Company raised approximately $ 92 million in gross proceeds ($ 12.5 million and $ 27.8 million in fiscal year 2020 and 2021 respectfully) from various public and private offerings of its common stock. The Company expects to incur substantial expenditures to further develop each of its technologies. The Company believes the working capital at December 31, 2021, will be sufficient to meet the business objectives, as presently structured, through the fourth quarter of 2022. As a result, there is substantial doubt regarding the Company’s ability to continue as a going concern for 12 months from the issuance of these consolidated financial statements. 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 and may receive funding through the exercise of outstanding warrants. 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	12 Months Ended
	Dec. 31, 2021
Accounting Policies [Abstract]
Significant Accounting Policies	2. 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 From time to time, new accounting pronouncements are issued by the Financial Accounting Standards Board (“FASB”) or other standard setting bodies that we adopt as of the specified effective date. Unless otherwise discussed, the Company does not believe that the impact of recently issued standards that are not yet effective will have a material impact on its financial position or results of operations upon adoption. 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. 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. Other Receivables Other receivables are recorded at their net realizable value and consist of amounts due for reimbursable expenses relating to work performed under the terms of the Company’s federal grant. 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, 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 or warrants 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. 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, 2021, and 2020. Research and Development Expenses Research and development consist of expenses incurred in connection with the discovery and development of our product candidates. These expenses consist primarily of employee-related expenses, which include salaries and benefits and attending science conferences; expenses incurred under our license agreements with third parties and under other agreements with contract research organizations, investigative sites and consultants that conduct our clinical trials and a substantial portion of our 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 products and technology; stock-based compensation expense; and costs associated with nonclinical activities and regulatory approvals. The Company expenses research and development costs as incurred. 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 to be sustained upon audit by the relevant taxing authority. An uncertain income tax position will not be recognized if it has less than a 50% likelihood 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, 2021, the uninsured portion of this balance was $ 27,015,703 17,389,575 Grant Revenue Grant revenues are derived from a small business innovation research grant in the amount of $ 250,000

Acquisition

Acquisition	12 Months Ended
	Dec. 31, 2021
Business Combination and Asset Acquisition [Abstract]
Acquisition	3. 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 1,925,000 500,000 9,200,000 9,200,000 1.25 (i) twenty percent ( 20 0.75 0.90 45 1.00 At the closing of the Transaction, the aggregate fair value of purchase consideration was $ 9,955,699 1,925,000 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 Equity 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 was recorded in research and development expenses in 2020.

Property and Equipment, net

Property and Equipment, net	12 Months Ended
	Dec. 31, 2021
Property, Plant and Equipment [Abstract]
Property and Equipment, net	4. Property and Equipment, net Property and equipment, net consists of the following as of December 31, 2021 and 2020: Summary of Property and Equipment, Net 2021 2020 Furniture and fixtures $ 20,742 $ 20,742 Laboratory equipment 869,655 944,657 Leasehold improvements 487,871 487,871 Office and computer equipment 294,236 302,825 Property and equipment, gross 1,672,504 1,756,095 Accumulated depreciation and amortization (1,626,796 ) (1,713,382 ) Property and equipment, net $ 45,708 $ 42,713 Depreciation and amortization expense for the years ending December 31, 2021 and 2020 was $ 41,237 51,705

Accounts Payable and Accrued Ex

Accounts Payable and Accrued Expenses	12 Months Ended
	Dec. 31, 2021
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, 2021 and 2020: Summary of Accounts Payable and Accrued Expenses 2021 2020 Accounts payable trade $ 854,983 $ 330,379 Bonus — 247,683 Professional fees 20,880 84,251 Vacation 57,731 158,721 Consulting fees 13,980 115,986 Total accounts payable and accrued expenses $ 947,574 $ 937,020

Short-Term Notes Payable

Short-Term Notes Payable	12 Months Ended
	Dec. 31, 2021
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, 2021 and 2020: Summary of Short-Term Notes Payable 2021 2020 Directors’ and officers’ liability insurance financing of 600,169 413,784 61,496 38,638 5.34 5.39 May 24, 2022 June 28, 2021 $ 303,416 $ 228,227 Directors’ and officers’ liability $ 303,416 $ 228,227 The Company also maintains a product liability insurance policy which has been renewed in subsequent periods without premium financing.

Shareholders_ Equity

Shareholders’ Equity	12 Months Ended
	Dec. 31, 2021
Equity [Abstract]
Shareholders’ Equity	7. Shareholders’ Equity Common Stock Acquisition of Noachis Terra On May 1, 2020, the Company issued 9,200,000 November 2020 Public Offering On November 24, 2020, the Company announced the closing of an underwritten public offering for gross proceeds of approximately $ 6.0 14,189,189 0.37 2,128,378 2,128,378 100,000 December 2020 Registered Direct Offering On December 29, 2020, the Company announced the closing of a registered direct offering for gross proceeds of approximately $ 6.5 14,444,444 0.45 Shares issued under At-The-Market program During the three months ended March 31, 2021, the Company issued 21,398,765 27.8 Other Share Issuances During the three month period ending September 30, 2020, the Company issued an additional 5,642,114 760,000 4,294,500 1.00 4,882,114 9,583,334 0.90 5,153,902 During the three months ended March 31, 2021, the Company issued 2,472,573 2.3 During the nine months ended September 30, 2021, the Company issued 756,540 363,139 Preferred Stock Issuance of Series A Convertible Preferred Stock Financing On May 10, 2017 we entered into a securities purchase agreement with three 3,000,000 1,302,000 1,698,000 The full $ 3,000,000 2,583,000 258,300 462,106 602,414 The warrants have a term of seven years from the date of issuance are non-exercisable until 6 months after issuance, have an exercise price of $3.10 per share 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 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 by us, whether voluntary or involuntary that is not a Fundamental Transaction (as defined in the Certificate of Designation), the holders of Series A Preferred Stock shall be entitled to receive out of the assets, the greater of (i) the product of the number of shares of Series A Preferred Stock then held by such holder, multiplied by the Original Issue Price; and (ii) the amount that would be payable to such holder in the Liquidation in respect of Common Stock issuable upon conversion of such shares of Series A Preferred Stock if all outstanding shares of Series A Preferred Stock were converted into Common Stock immediately prior to the Liquidation. The Series A Preferred Stock is classified as permanent equity. The Series B Non-Voting, Convertible Preferred Stock Financing On November 8, 2017, we completed a private placement of $ 3,300,000 four The full $ 3,300,000 1,064,518 seven years 3.10 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 by us, whether voluntary or involuntary. Upon any liquidation, dissolution or winding-up by us, whether voluntary or involuntary, the holders of Series B Preferred Stock shall be entitled to receive out of the assets, after payment to the holders of Series C Preferred Stock but on par with the holders of Series A Preferred Stock and in preference to the holders of the Common Stock, an amount of cash equal to the greater of (i) the product of the number of shares of Series B Preferred Stock then held by such holder, multiplied by the Original Issue Price; and (ii) the amount that would be payable to such holder in the Liquidation in respect of Common Stock issuable upon conversion of such shares of Series B Preferred Stock if all outstanding shares of Series B Preferred Stock were converted into Common Stock immediately prior to the Liquidation. The Series B Preferred Stock is classified as permanent equity. The Series C Non-Voting, Non- Convertible Preferred Stock 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 5.6 Warrants The Company’s outstanding and exercisable warrants as of December 31, 2021 are presented below: Schedule of Warrants Outstanding and Exercisable Exercise Price Total Warrants Outstanding Exercisable Warrants Outstanding Expiration Date $ 3.10 48,387 48,387 9/19/2022 $ 3.10 462,106 462,106 5/10/2024 $ 3.10 602,414 602,414 7/25/2024 $ 3.10 1,064,518 1,064,518 11/8/2024 $ 2.00 900,000 900,000 4/10/2023 $ 1.00 3,174,500 3,174,500 7/17/2025 $ 0.90 2,588,647 2,588,647 3/25/2024 $ 1.25 9,200,000 9,200,000 5/1/2025 18,040,572 18,040,572 All outstanding warrants are classified as equity on the Company’s Consolidated Balance Sheets.

Stock Compensation Plan

Stock Compensation Plan	12 Months Ended
	Dec. 31, 2021
Retirement Benefits [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, as amended (the “2012 Incentive Plan”). The aggregate number of shares of the Company’s common stock currently authorized pursuant to its Plan, as amended, is 8,250,000 1,000,000 1,000,000 6,724,402 528,305 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), stock appreciation rights and restricted stock. Options are granted at the fair market value of the Company’s stock on the date of grant. Options can generally vest either immediately or over a period of up to three years 10 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”). The net-settlement shares are then immediately cancelled and retired and reduce the shares available for issuance under the Company’s 2012 Incentive Plan. 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, 2021 and 2020: Summary of Assumptions Used to Estimate the Fair Value of Stock Options Granted 2021 2020 Expected dividend yield 0 % 0 % Weighted-average expected volatility 146 149 % 149 150 % Weighted-average risk-free interest rate 1.29 1.48 % 0.61 1.66 % Expected life of options 10 10 Total compensation cost related to stock options was $ 1,688,022 1,491,165 401,783 two years The following table represents stock option activity for the year ended December 31, 2021: Summary of Stock Option Activity Number of Options Weighted Average Exercise Price Weighted Average Contractual Term (In Years) Aggregate Intrinsic Value Outstanding at December 31, 2020 5,801,349 $ 0.90 8.52 $ 2,773 Expired (2,180 ) 19.13 Forfeited (638,227 ) 1.20 Granted 2,320,000 1.01 Exercised (756,540 ) 0.48 Outstanding at December 31, 2021 6,724,402 $ 0.95 7.99 $ 2,773 Exercisable at December 31, 2021 5,702,734 $ 0.97 7.80 $ 2,773 The following table summarizes the weighted average grant date fair value of stock options granted per share, the total intrinsic value of stock options exercised and the grant date fair value of stock options that vested during the years ended December 31, 2021 and 2020: Summary of Weighted Average Grant Fair Value of Stock Options 2021 2020 Weighted average grant date fair value of stock options granted per share $ 0.99 $ 0.49 Intrinsic value of stock options exercised $ 117,211 — Grant date fair value of stock options that vested $ 1,775,810 $ 1,212,483

License Agreements

License Agreements	12 Months Ended
	Dec. 31, 2021
License Agreements
License Agreements	9. License Agreements NIH License Through Noachis Terra Inc., 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, the Company holds 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. The License Agreement will expire upon (a) twenty ( 20 NRC License On July 26, 2021, the Company entered into a non-exclusive Technology License Agreement (the “License Agreement”) with the National Research Council of Canada (“NRC”) pursuant to which the NRC grants to the Company a license to use NRC’s inventions, patents, trade secrets, know-how, copyright, biological material, designs, and/or technical information created by or on behalf of the NRC (the “NRC Technologies”) relating to the derivatives of CHO 2353 TM ”) As consideration for the grant of the license, the Company will pay to the NRC an annual (low five digits) license fee, with the initial portion of the fee covering the first three years of the license. Additionally, we will pay certain milestone payments (a) upon transfer of each Stable Cell listed in the Agreement and (b) with regard to each of the first three Products, (i) upon submission of the Investigational New Drug application (IND) related thereto, (ii) upon dosing the first patient in a Phase 1 or Phase 2 clinical trial, (iii) upon dosing the first patient in a Phase 3 clinical trial and (iv) upon first regulatory approval. Milestone payments range from the low five digits to high six digits. In addition, Oragenics will pay a low single-digit royalty to the NRC for the sale of Products, based on sales revenue, commencing after the first commercial sale. Pursuant to the License Agreement, the NRC is required to bear the responsibility and pay the costs to obtain and maintain patents related to the NRC Technologies in the U.S., Canada, Brazil, European Union, Japan, South Korea, Singapore, Australia, China, and India, and the NRC shall use reasonable efforts to obtain and maintain those patents. Additional countries may be requested by us, in which event, the NRC will file and maintain such patents, at our expense. Pursuant to the License Agreement, we are required to indemnify and hold the NRC and its employees and agents harmless from and against all liability and damages in connection with or arising out of all claims, demands, losses, damages, costs including solicitor and client costs, actions, suits or proceedings brought by any third party that are in any manner based upon, arising out of, related to, occasioned by, or attributable to the manufacturing, distribution, shipment, offering for sale, sale, or use of Products, services based on the NRC Technologies and product liability and infringement of intellectual property rights other than copyright, if any, licensed under the License Agreement. Unless terminated earlier, the License Agreement will terminate twenty (20) years from the effective date of the License Agreement. Either party may terminate the License Agreement, by giving written notice to the other party, if the other party defaults or is in breach of the License Agreement, provided that if the defaulting party cures the breach within 60 days after the notice is given, the License Agreement shall continue in full force and effect. The NRC may terminate the License Agreement if the Company becomes bankrupt, or insolvent, or has a receiver appointed to continue its operations, or passes a resolution for winding up. The License Agreement contains customary confidentiality obligations. In addition, in connection with the initiative to develop its vaccine, we also previously entered into a material transfer agreement with the NRC for SARS-CoV-2 trimeric spike protein Wuhan variant and SARS-CoV-2 trimeric spike protein South African variant to move forward with pre-clinical testing. Exclusive Channel Collaboration Agreement (“Lantibiotic ECC”): On September 22, 2021, the Company and Eleszto Genetika, Inc. mutually terminated the amended and restated worldwide exclusive channel collaboration agreement dated March 1, 2021 (the “Lantibiotic ECC”) pursuant to which the Company was pursuing the development of OG716 as a lead product candidate for the treatment of C. diff As a result of the mutual termination of the Lantibiotic ECC, the Company will cease pre-clinical development of its product candidate OG716 and other compounds covered by the Lantibiotic ECC, all licenses provided pursuant to the Lantibiotic ECC between the parties were terminated and there are no continuing obligations between the parties, except as to confidentiality. The Company made no payments to EGI in connection with the mutual termination. Each party retained all right and title to their own respective intellectual property. The Company is focusing on its continuing independent research and development efforts relative to lantibiotics in order to identify new compounds to pursue.

Retirement Plan

Retirement Plan	12 Months Ended
	Dec. 31, 2021
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 27,657 37,407

Income Taxes

Income Taxes	12 Months Ended
	Dec. 31, 2021
Income Tax Disclosure [Abstract]
Income Taxes	11. Income Taxes The components of the provision for income taxes for the years ended December 31, 2021 and 2020 are as follows: Schedule of Components of Provision for Income Taxes 2021 2020 Current $ — $ — Deferred 870,941 6,482,623 Valuation Allowance (870,941 ) (6,482,623 ) Total provision for income taxes $ — $ — At December 31, 2021 and 2020, 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: Summary of Components of Deferred Tax 2021 2020 Deferred tax assets (liabilities): Net operating loss carryforward $ 36,340,873 $ 35,740,882 Accrued vacation 19,454 41,361 Non-qualified stock compensation 1,091,576 798,719 Restricted stock - - Total deferred tax assets, net 37,451,903 36,580,962 Less valuation allowance (37,451,903 ) (36,580,962 ) 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, 2021 and 2020: Schedule of Reconciliation of Tax Computed at Statutory Federal Rate 2021 2020 Income tax benefit computed at statutory federal rate 21 21 $ (3,299,439 ) $ (5,550,447 ) State income tax benefits, net of federal expense/benefit (682,670 ) (1,148,414 ) Change in valuation allowance 870,941 6,482,623 Non-deductible expenses 2,821,537 740 Other 289,631 215,498 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. Accordingly, a valuation allowance of $ 37,451,903 36,580,962 870,941 6,482,623 At December 31, 2021, the Company has federal and state tax net operating loss carryforwards of $ 145,260,353 4,027,180 Utilization of net operating loss carryforwards and research and development credit carryforwards may be subject to a substantial annual limitation due to ownership change limitations that may have occurred or, could occur in the future in accordance with Section 382 of the Internal Revenue Code of 1986 (“IRC Section 382”) and with Section 383 of the Internal Revenue Code of 1986, as well as similar state provisions. These ownership changes may limit the amount of net operating loss carryforwards and research and development credit carryforwards that can be utilized annually to offset future taxable income and taxes, respectively. In general, an ownership change, as defined by IRC Section 382, results from transactions increasing the ownership of certain stockholders or public groups in the stock of a corporation by more than 50 percentage points over a three-year period. The Company has completed several financings since its inception which may result in a change in ownership as defined by IRC Section 382, or could result in a change in control in the future. For the years ended December 31, 2021 and 2020, the Company incurred $ 509,320 1,129,848 The Company files its income tax returns in the U.S. federal jurisdiction and in Florida and Pennsylvania. With few exceptions, the Company is no longer subject to federal or state income tax examinations by tax authorities for years before 2014. A reconciliation of the beginning and ending amount of unrecognized tax benefits is as follows: Schedule of Reconciliation of Unrecognized Tax Benefits Balance as of December 31, 2019 $ 2,804,721 Additions based on tax positions related to the current 1,129,848 Additions for return-to-provision true-up 108,136 Balance as of December 31, 2020 $ 4,042,705 Additions based on tax positions related to the current 509,320 Reductions for the tax positions of prior years (524,845 ) Balance as of December 31, 2021 $ 4,027,180 Included in the balance at December 31, 2021 and 2020, are $ 4,027,180 4,042,705 During the years 2021 and 2020 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, 2021
Commitments and Contingencies Disclosure [Abstract]
Commitments and Contingencies	12. Commitments and Contingencies Additional Consideration-Noachis Terra Inc.(“NTI”) Acquisition. In connection with the Company’s acquisition of NTI, 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 0.75 0.90 45 1.00 The Company’s previously issued warrants carrying an exercise price of $0.75 have expired by their terms. As a result, no additional consideration will be due to the former sole shareholder of NTI relating to these warrants During the three month period ending September 30, 2020, 760,000 4,294,500 1.00 4,882,114 9,583,334 0.90 As a result of the warrant exercises in 2020, the Company paid $ 1,220,781 During the three months ended March 31, 2021, 2,472,573 360,000 1.00 2,112,573 0.90 As a result of the warrant exercises in 2021, the Company paid $ 542,263 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 NIH License Agreement, the NIAID is entitled to receive a non-creditable, nonrefundable upfront license issue royalty of $ 30,000 11,739 The License Agreement will expire upon (a) twenty ( 20 NRC License On July 26, 2021, the Company entered into a non-exclusive Technology License Agreement (the “License Agreement”) with the National Research Council of Canada (“NRC”) pursuant to which the NRC grants to the Company a license to use NRC’s inventions, patents, trade secrets, know-how, copyright, biological material, designs, and/or technical information created by or on behalf of the NRC (the “NRC Technologies”) relating to the derivatives of CHO 2353 TM ”) As consideration for the grant of the license, the Company will pay to the NRC an annual (low five digits) license fee, with the initial portion of the fee covering the first three years of the license. Additionally, we will pay certain milestone payments (a) upon transfer of each Stable Cell listed in the Agreement and (b) with regard to each of the first three Products, (i) upon submission of the Investigational New Drug application (IND) related thereto, (ii) upon dosing the first patient in a Phase 1 or Phase 2 clinical trial, (iii) upon dosing the first patient in a Phase 3 clinical trial and (iv) upon first regulatory approval. Milestone payments range from the low five digits to high six digits. In addition, Oragenics will pay a low single-digit royalty to the NRC for the sale of Products, based on sales revenue, commencing after the first commercial sale. Pursuant to the License Agreement, the NRC is required to bear the responsibility and pay the costs to obtain and maintain patents related to the NRC Technologies in the U.S., Canada, Brazil, European Union, Japan, South Korea, Singapore, Australia, China, and India, and the NRC shall use reasonable efforts to obtain and maintain those patents. Additional countries may be requested by us, in which event, the NRC will file and maintain such patents, at our expense. Pursuant to the License Agreement, we are required to indemnify and hold the NRC and its employees and agents harmless from and against all liability and damages in connection with or arising out of all claims, demands, losses, damages, costs including solicitor and client costs, actions, suits or proceedings brought by any third party that are in any manner based upon, arising out of, related to, occasioned by, or attributable to the manufacturing, distribution, shipment, offering for sale, sale, or use of Products, services based on the NRC Technologies and product liability and infringement of intellectual property rights other than copyright, if any, licensed under the License Agreement. Unless terminated earlier, the License Agreement will terminate twenty ( 20 Leases Lab Facility-Alachua 9,641 10,851 five years 12,870 13,338 165,000 Corporate Office-Tampa 2,207 4,138 4,392 February 29, 2020 three years 4,524 4,800 63,000 Schedule of Supplemental Balance Sheet Information Related to Leases For the Twelve Months Ended December 31, 2021 For the Twelve Months Ended December 31, 2020 Weighted Average Remaining Lease Term In Years Operating leases 2.45 3.46 Weighted Average Discount Rate Operating leases 5.70 % 5.70 % Maturities of operating lease liabilities are as follows: Schedule of Maturities of Operating Lease Liabilities Year ended December 31: 2022 217,379 2023 169,657 2024 146,718 Total $ 533,754 Less: Imputed interest (39,964 ) Present value of lease liabilities $ 493,790 The cost component of operating leases is as follows: Schedule of Cost Component of Operating Leases For the Twelve Months Ended December 31, 2021 For the Twelve Months Ended December 31, 2020 Operating lease cost $ 228,231 $ 226,090 Short-term lease cost 1,036 2,149 Total lease cost $ 229,267 $ 228,239 Supplemental cash flow information related to operating leases is as follows: Schedule of Supplemental Cash Flow Information Related to Operating Leases For the Twelve Months Ended December 31, 2021 For the Twelve Months Ended December 31, 2020 Cash paid for amounts included in the measurement of lease liabilities: Operating cash flows from operating leases $ (227,753 ) $ (255,681 )

Subsequent Events

Subsequent Events	12 Months Ended
	Dec. 31, 2021
Subsequent Events [Abstract]
Subsequent Events	13. Subsequent Events On February 25, 2022 we held our annual meeting of shareholders for 2020 at which time our shareholders approved: (i) the adoption of an amendment to our Amended and Restated Articles of Incorporation to provide for a reduced quorum requirement of one-third (1/3) of shares entitled to vote represented in person or by a proxy, in order to constitute a meeting of shareholders; (ii) the adoption of an amendment to our Amended and Restated Articles of Incorporation which increased the number of authorized shares of our Common Stock from 200,000,000 250,000,000

Significant Accounting Polici_2

Significant Accounting Policies (Policies)	12 Months Ended
	Dec. 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 From time to time, new accounting pronouncements are issued by the Financial Accounting Standards Board (“FASB”) or other standard setting bodies that we adopt as of the specified effective date. Unless otherwise discussed, the Company does not believe that the impact of recently issued standards that are not yet effective will have a material impact on its financial position or results of operations upon adoption. 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.
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.
Other Receivables	Other Receivables Other receivables are recorded at their net realizable value and consist of amounts due for reimbursable expenses relating to work performed under the terms of the Company’s federal grant.
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, 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 or warrants 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.
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, 2021, and 2020.
Research and Development Expenses	Research and Development Expenses Research and development consist of expenses incurred in connection with the discovery and development of our product candidates. These expenses consist primarily of employee-related expenses, which include salaries and benefits and attending science conferences; expenses incurred under our license agreements with third parties and under other agreements with contract research organizations, investigative sites and consultants that conduct our clinical trials and a substantial portion of our 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 products and technology; stock-based compensation expense; and costs associated with nonclinical activities and regulatory approvals. The Company expenses research and development costs as incurred.
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 to be sustained upon audit by the relevant taxing authority. An uncertain income tax position will not be recognized if it has less than a 50% likelihood
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, 2021, the uninsured portion of this balance was $ 27,015,703 17,389,575
Grant Revenue	Grant Revenue Grant revenues are derived from a small business innovation research grant in the amount of $ 250,000

Acquisition (Tables)

Acquisition (Tables)	12 Months Ended
	Dec. 31, 2021
Business Combination and Asset Acquisition [Abstract]
Schedule of Common Stock, and Contingent Cash Consideration	At the closing of the Transaction, the aggregate fair value of purchase consideration was $ 9,955,699 1,925,000 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 Equity Total fair value of consideration $ 9,955,699

Property and Equipment, net (Ta

Property and Equipment, net (Tables)	12 Months Ended
	Dec. 31, 2021
Property, Plant and Equipment [Abstract]
Summary of Property and Equipment, Net	Property and equipment, net consists of the following as of December 31, 2021 and 2020: Summary of Property and Equipment, Net 2021 2020 Furniture and fixtures $ 20,742 $ 20,742 Laboratory equipment 869,655 944,657 Leasehold improvements 487,871 487,871 Office and computer equipment 294,236 302,825 Property and equipment, gross 1,672,504 1,756,095 Accumulated depreciation and amortization (1,626,796 ) (1,713,382 ) Property and equipment, net $ 45,708 $ 42,713

Accounts Payable and Accrued _2

Accounts Payable and Accrued Expenses (Tables)	12 Months Ended
	Dec. 31, 2021
Payables and Accruals [Abstract]
Summary of Accounts Payable and Accrued Expenses	Accounts payable and accrued expenses consist of the following as of December 31, 2021 and 2020: Summary of Accounts Payable and Accrued Expenses 2021 2020 Accounts payable trade $ 854,983 $ 330,379 Bonus — 247,683 Professional fees 20,880 84,251 Vacation 57,731 158,721 Consulting fees 13,980 115,986 Total accounts payable and accrued expenses $ 947,574 $ 937,020

Short-Term Notes Payable (Table

Short-Term Notes Payable (Tables)	12 Months Ended
	Dec. 31, 2021
Debt Disclosure [Abstract]
Summary of Short-Term Notes Payable	The Company had the following short-term notes payable as of December 31, 2021 and 2020: Summary of Short-Term Notes Payable 2021 2020 Directors’ and officers’ liability insurance financing of 600,169 413,784 61,496 38,638 5.34 5.39 May 24, 2022 June 28, 2021 $ 303,416 $ 228,227 Directors’ and officers’ liability $ 303,416 $ 228,227

Shareholders_ Equity (Tables)

Shareholders’ Equity (Tables)	12 Months Ended
	Dec. 31, 2021
Equity [Abstract]
Schedule of Warrants Outstanding and Exercisable	The Company’s outstanding and exercisable warrants as of December 31, 2021 are presented below: Schedule of Warrants Outstanding and Exercisable Exercise Price Total Warrants Outstanding Exercisable Warrants Outstanding Expiration Date $ 3.10 48,387 48,387 9/19/2022 $ 3.10 462,106 462,106 5/10/2024 $ 3.10 602,414 602,414 7/25/2024 $ 3.10 1,064,518 1,064,518 11/8/2024 $ 2.00 900,000 900,000 4/10/2023 $ 1.00 3,174,500 3,174,500 7/17/2025 $ 0.90 2,588,647 2,588,647 3/25/2024 $ 1.25 9,200,000 9,200,000 5/1/2025 18,040,572 18,040,572

Stock Compensation Plan (Tables

Stock Compensation Plan (Tables)	12 Months Ended
	Dec. 31, 2021
Retirement Benefits [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, 2021 and 2020: Summary of Assumptions Used to Estimate the Fair Value of Stock Options Granted 2021 2020 Expected dividend yield 0 % 0 % Weighted-average expected volatility 146 149 % 149 150 % Weighted-average risk-free interest rate 1.29 1.48 % 0.61 1.66 % Expected life of options 10 10
Summary of Stock Option Activity	The following table represents stock option activity for the year ended December 31, 2021: Summary of Stock Option Activity Number of Options Weighted Average Exercise Price Weighted Average Contractual Term (In Years) Aggregate Intrinsic Value Outstanding at December 31, 2020 5,801,349 $ 0.90 8.52 $ 2,773 Expired (2,180 ) 19.13 Forfeited (638,227 ) 1.20 Granted 2,320,000 1.01 Exercised (756,540 ) 0.48 Outstanding at December 31, 2021 6,724,402 $ 0.95 7.99 $ 2,773 Exercisable at December 31, 2021 5,702,734 $ 0.97 7.80 $ 2,773
Summary of Weighted Average Grant Fair Value of Stock Options	The following table summarizes the weighted average grant date fair value of stock options granted per share, the total intrinsic value of stock options exercised and the grant date fair value of stock options that vested during the years ended December 31, 2021 and 2020: Summary of Weighted Average Grant Fair Value of Stock Options 2021 2020 Weighted average grant date fair value of stock options granted per share $ 0.99 $ 0.49 Intrinsic value of stock options exercised $ 117,211 — Grant date fair value of stock options that vested $ 1,775,810 $ 1,212,483

Income Taxes (Tables)

Income Taxes (Tables)	12 Months Ended
	Dec. 31, 2021
Income Tax Disclosure [Abstract]
Schedule of Components of Provision for Income Taxes	The components of the provision for income taxes for the years ended December 31, 2021 and 2020 are as follows: Schedule of Components of Provision for Income Taxes 2021 2020 Current $ — $ — Deferred 870,941 6,482,623 Valuation Allowance (870,941 ) (6,482,623 ) Total provision for income taxes $ — $ —
Summary of Components of Deferred Tax	At December 31, 2021 and 2020, 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: Summary of Components of Deferred Tax 2021 2020 Deferred tax assets (liabilities): Net operating loss carryforward $ 36,340,873 $ 35,740,882 Accrued vacation 19,454 41,361 Non-qualified stock compensation 1,091,576 798,719 Restricted stock - - Total deferred tax assets, net 37,451,903 36,580,962 Less valuation allowance (37,451,903 ) (36,580,962 ) Total net deferred taxes $ — $ —
Schedule of Reconciliation of Tax Computed at 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, 2021 and 2020: Schedule of Reconciliation of Tax Computed at Statutory Federal Rate 2021 2020 Income tax benefit computed at statutory federal rate 21 21 $ (3,299,439 ) $ (5,550,447 ) State income tax benefits, net of federal expense/benefit (682,670 ) (1,148,414 ) Change in valuation allowance 870,941 6,482,623 Non-deductible expenses 2,821,537 740 Other 289,631 215,498 Total $ — $ —
Schedule of Reconciliation of Unrecognized Tax Benefits	A reconciliation of the beginning and ending amount of unrecognized tax benefits is as follows: Schedule of Reconciliation of Unrecognized Tax Benefits Balance as of December 31, 2019 $ 2,804,721 Additions based on tax positions related to the current 1,129,848 Additions for return-to-provision true-up 108,136 Balance as of December 31, 2020 $ 4,042,705 Additions based on tax positions related to the current 509,320 Reductions for the tax positions of prior years (524,845 ) Balance as of December 31, 2021 $ 4,027,180

Commitments and Contingencies (

Commitments and Contingencies (Tables)	12 Months Ended
	Dec. 31, 2021
Commitments and Contingencies Disclosure [Abstract]
Schedule of Supplemental Balance Sheet Information Related to Leases	Schedule of Supplemental Balance Sheet Information Related to Leases For the Twelve Months Ended December 31, 2021 For the Twelve Months Ended December 31, 2020 Weighted Average Remaining Lease Term In Years Operating leases 2.45 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: Schedule of Maturities of Operating Lease Liabilities Year ended December 31: 2022 217,379 2023 169,657 2024 146,718 Total $ 533,754 Less: Imputed interest (39,964 ) Present value of lease liabilities $ 493,790
Schedule of Cost Component of Operating Leases	The cost component of operating leases is as follows: Schedule of Cost Component of Operating Leases For the Twelve Months Ended December 31, 2021 For the Twelve Months Ended December 31, 2020 Operating lease cost $ 228,231 $ 226,090 Short-term lease cost 1,036 2,149 Total lease cost $ 229,267 $ 228,239
Schedule of Supplemental Cash Flow Information Related to Operating Leases	Supplemental cash flow information related to operating leases is as follows: Schedule of Supplemental Cash Flow Information Related to Operating Leases For the Twelve Months Ended December 31, 2021 For the Twelve Months Ended December 31, 2020 Cash paid for amounts included in the measurement of lease liabilities: Operating cash flows from operating leases $ (227,753 ) $ (255,681 )

Basis of Presentation (Details

Basis of Presentation (Details Narrative) - USD ($)	12 Months Ended
	Dec. 31, 2021	Dec. 31, 2020
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Net loss	$ (15,711,614)	$ (26,430,699)
Cash used in operations	13,470,212	16,952,864
Accumulated deficit	(171,274,128)	(154,444,983)
Proceeds from sale of equity	12,500,000	$ 27,800,000
From 2012 to 2021 [Member]
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Proceeds from sale of equity	$ 92,000,000

Significant Accounting Polici_3

Significant Accounting Policies (Details Narrative) - USD ($)	12 Months Ended
	Dec. 31, 2021	Dec. 31, 2020
Product Information [Line Items]
Uncertain income tax position, unrecognized	less than a 50% likelihood
Uninsured portion of balance	$ 27,015,703	$ 17,389,575
Revenue	86,987
Grant [Member]
Product Information [Line Items]
Revenue	$ 250,000

Schedule of Common Stock, and C

Schedule of Common Stock, and Contingent Cash Consideration (Details)	12 Months Ended
	Dec. 31, 2021USD ($)
Cash - Initial Cash Payment	$ 1,925,000
Total fair value of consideration	9,955,699
Common Stock [Member]
Equity	4,627,600
Warrant [Member]
Equity	$ 3,403,099

Acquisition (Details Narrative)

Acquisition (Details Narrative) - USD ($)	May 01, 2020	Dec. 31, 2021	Mar. 31, 2021	Mar. 25, 2019
Business Acquisition [Line Items]
Business acquisition cash consideration		$ 1,925,000
Warrant [Member]
Business Acquisition [Line Items]
Warrants to purchase			2,472,573
Short Term Warrants One [Member]
Business Acquisition [Line Items]
Warrants exercise price per share				$ 0.75
Long Term Warrants One [Member]
Business Acquisition [Line Items]
Warrants exercise price per share				$ 0.90
Stock Purchase Agreement [Member] | Warrant One [Member] | Noachis Terra Inc. [Member]
Business Acquisition [Line Items]
Warrants exercise price per share	$ 1
Stock Purchase Agreement [Member] | Noachis Terra Inc. [Member]
Business Acquisition [Line Items]
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] | Warrant [Member]
Business Acquisition [Line Items]
Warrants to purchase	9,200,000
Warrants exercise price per share	$ 1.25
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%
Stock Purchase Agreement [Member] | Noachis Terra Inc. [Member] | Warrant One [Member]
Business Acquisition [Line Items]
Percentage of warrant exercise	45.00%
Stock Purchase Agreement [Member] | Noachis Terra Inc. [Member]
Business Acquisition [Line Items]
Business acquisition percentage	100.00%

Summary of Property and Equipme

Summary of Property and Equipment, Net (Details) - USD ($)	Dec. 31, 2021	Dec. 31, 2020
Property, Plant and Equipment [Line Items]
Property and equipment, gross	$ 1,672,504	$ 1,756,095
Accumulated depreciation and amortization	(1,626,796)	(1,713,382)
Property and equipment, net	45,708	42,713
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	869,655	944,657
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	$ 294,236	$ 302,825

Property and Equipment, net (De

Property and Equipment, net (Details Narrative) - USD ($)	12 Months Ended
	Dec. 31, 2021	Dec. 31, 2020
Property, Plant and Equipment [Abstract]
Depreciation and amortization expense	$ 41,237	$ 51,705

Summary of Accounts Payable and

Summary of Accounts Payable and Accrued Expenses (Details) - USD ($)	Dec. 31, 2021	Dec. 31, 2020
Payables and Accruals [Abstract]
Accounts payable trade	$ 854,983	$ 330,379
Bonus		247,683
Professional fees	20,880	84,251
Vacation	57,731	158,721
Consulting fees	13,980	115,986
Total accounts payable and accrued expenses	$ 947,574	$ 937,020

Summary of Short-Term Notes Pay

Summary of Short-Term Notes Payable (Details) - USD ($)	12 Months Ended
	Dec. 31, 2021	Dec. 31, 2020
Directors’ and officers’ liability	$ 303,416	$ 228,227
Directors and Officers Liability [Member] | Directors [Member]
Debt Instrument, Face Amount	600,169	600,169
Debt Instrument, Periodic Payment	$ 61,496	$ 61,496
Debt Instrument, Interest Rate, Stated Percentage	534.00%	534.00%
Debt Instrument, Maturity Date	May 24, 2022	May 24, 2022
Directors and Officers Liability [Member] | Officers [Member]
Debt Instrument, Face Amount	$ 413,784	$ 413,784
Debt Instrument, Periodic Payment	$ 38,638	$ 38,638
Debt Instrument, Interest Rate, Stated Percentage	539.00%	539.00%
Debt Instrument, Maturity Date	Jun. 28, 2021	Jun. 28, 2021

Summary of Short-Term Notes P_2

Summary of Short-Term Notes Payable (Details) (Parenthetical) - Directors and Officers Liability [Member] - USD ($)	12 Months Ended
	Dec. 31, 2021	Dec. 31, 2020
Directors [Member]
Insurance financing	$ 600,169	$ 600,169
Insurance financing in monthly installments	$ 61,496	$ 61,496
Insurance financing interest rate	534.00%	534.00%
Insurance financing maturity date	May 24, 2022	May 24, 2022
Officers [Member]
Insurance financing	$ 413,784	$ 413,784
Insurance financing in monthly installments	$ 38,638	$ 38,638
Insurance financing interest rate	539.00%	539.00%
Insurance financing maturity date	Jun. 28, 2021	Jun. 28, 2021

Schedule of Warrants Outstandin

Schedule of Warrants Outstanding and Exercisable (Details)	Dec. 31, 2021$ / sharesshares
Class of Warrant or Right [Line Items]
Warrants Outstanding	18,040,572
Warrants Exercisable	18,040,572
Range One [Member]
Class of Warrant or Right [Line Items]
Warrants Outstanding Exercise Price | $ / shares	$ 3.10
Warrants Outstanding	48,387
Warrants Exercisable	48,387
Expiration Date	Sep. 19, 2022
Range Two [Member]
Class of Warrant or Right [Line Items]
Warrants Outstanding Exercise Price | $ / shares	$ 3.10
Warrants Outstanding	462,106
Warrants Exercisable	462,106
Expiration Date	May 10, 2024
Range Three [Member]
Class of Warrant or Right [Line Items]
Warrants Outstanding Exercise Price | $ / shares	$ 3.10
Warrants Outstanding	602,414
Warrants Exercisable	602,414
Expiration Date	Jul. 25, 2024
Range Four [Member]
Class of Warrant or Right [Line Items]
Warrants Outstanding Exercise Price | $ / shares	$ 3.10
Warrants Outstanding	1,064,518
Warrants Exercisable	1,064,518
Expiration Date	Nov. 8, 2024
Range Five [Member]
Class of Warrant or Right [Line Items]
Warrants Outstanding Exercise Price | $ / shares	$ 2
Warrants Outstanding	900,000
Warrants Exercisable	900,000
Expiration Date	Apr. 10, 2023
Range Six [Member]
Class of Warrant or Right [Line Items]
Warrants Outstanding Exercise Price | $ / shares	$ 1
Warrants Outstanding	3,174,500
Warrants Exercisable	3,174,500
Expiration Date	Jul. 17, 2025
Range Seven [Member]
Class of Warrant or Right [Line Items]
Warrants Outstanding Exercise Price | $ / shares	$ 0.90
Warrants Outstanding	2,588,647
Warrants Exercisable	2,588,647
Expiration Date	Mar. 25, 2024
Range Eight [Member]
Class of Warrant or Right [Line Items]
Warrants Outstanding Exercise Price | $ / shares	$ 1.25
Warrants Outstanding	9,200,000
Warrants Exercisable	9,200,000
Expiration Date	May 1, 2025

Shareholders_ Equity (Details N

Shareholders’ Equity (Details Narrative)

Dec. 29, 2020USD ($)$ / sharesshares

Nov. 24, 2020USD ($)$ / sharesshares

May 10, 2020USD ($)Investors

May 01, 2020shares

Nov. 08, 2017USD ($)Investors$ / sharesshares

Jul. 25, 2017USD ($)

May 10, 2017USD ($)shares

Mar. 31, 2021USD ($)shares

Sep. 30, 2020USD ($)$ / sharesshares

Sep. 30, 2021USD ($)shares

Dec. 31, 2021USD ($)shares

Dec. 31, 2020USD ($)shares

Mar. 15, 2021USD ($)

Jan. 28, 2021shares

Subsidiary, Sale of Stock [Line Items]

Stock issued during the period exercised

756,540

Gross proceeds from common stock | $

$ 26,676,392

$ 11,339,375

Gross proceeds from exercise of warrants | $

2,261,337

5,182,403

Gross proceeds from stock option exercised | $

$ 363,139

Preferred stock, shares authorized

50,000,000

50,000,000

Series A Convertible Preferred Stock [Member]

Subsidiary, Sale of Stock [Line Items]

Number of preferred stock converted

2,583,000

Number of shares issued upon conversion, convertible preferred stock

258,300

Warrants description

The warrants have a term of seven years from the date of issuance are non-exercisable until 6 months after issuance, have an exercise price of $3.10 per share

Series A Convertible Preferred Stock [Member] | First Closing [Member]

Subsidiary, Sale of Stock [Line Items]

Warrants to purchase

462,106

Gross proceeds | $

$ 1,302,000

Series A Convertible Preferred Stock [Member] | Second Closing [Member]

Subsidiary, Sale of Stock [Line Items]

Warrants to purchase

602,414

Gross proceeds | $

$ 1,698,000

Series A Preferred Stock [Member]

Subsidiary, Sale of Stock [Line Items]

Preferred stock, shares authorized

12,000,000

Series B Preferred Stock [Member]

Subsidiary, Sale of Stock [Line Items]

Preferred stock, shares authorized

6,600,000

Series C Preferred Stock [Member]

Subsidiary, Sale of Stock [Line Items]

Redemption of preferred shares

26.697

Redemption of preferred stock | $

$ 5,600,000

Three Accredited Investors [Member] | Securities Purchase Agreement [Member] | Series A Convertible Preferred Stock [Member]

Subsidiary, Sale of Stock [Line Items]

Number of accredited investors | Investors

3

Proceeds from convertible preferred stock | $

$ 3,000,000

Description on preferred stock, conversion basis

The full $3,000,000 of Preferred Stock, and after giving effect to the reverse stock split and the previous conversion of 2,583,000 shares of Series A Preferred Stock into 258,300 shares of the Company’s common stock, is convertible into nine hundred, forty-one thousand, seven hundred and one shares of our common stock, based on a fixed conversion price of $2.50 per share on an as-converted basis

Common Stock [Member]

Subsidiary, Sale of Stock [Line Items]

Number of shares issued during the period

2,472,573

756,540

Stock issued during the period exercised

756,540

5,680,114

Gross proceeds from common stock | $

$ 27,800,000

Gross proceeds from exercise of warrants | $

$ 2,300,000

Gross proceeds from stock option exercised | $

$ 363,139

Common Stock [Member] | ATM Program [Member]

Subsidiary, Sale of Stock [Line Items]

Number of shares issued during the period

21,398,765

2018 Warrants [Member]

Subsidiary, Sale of Stock [Line Items]

Number of shares issued during the period

5,642,114

Warrants to purchase

4,294,500

Number of shares issued for warrants

760,000

Warrants exercise price per share | $ / shares

$ 1

2019 Warrants [Member]

Subsidiary, Sale of Stock [Line Items]

Warrants to purchase

9,583,334

Number of shares issued for warrants

4,882,114

Warrants exercise price per share | $ / shares

$ 0.90

2018 Warrants and 2019 Warrants [Member]

Subsidiary, Sale of Stock [Line Items]

Gross proceeds from exercise of warrants | $

$ 5,153,902

Warrant [Member]

Subsidiary, Sale of Stock [Line Items]

Warrants to purchase

2,472,573

November 2020 Public Offering [Member]

Subsidiary, Sale of Stock [Line Items]

Proceeds from public offering | $

$ 6,000,000

November 2020 Public Offering [Member] | Dr. Frederick Telling [Member]

Subsidiary, Sale of Stock [Line Items]

Warrants to purchase

100,000

November 2020 Public Offering [Member] | Common Stock [Member]

Subsidiary, Sale of Stock [Line Items]

Number of shares issued during the period

14,189,189

Share price per unit | $ / shares

$ 0.37

Stock issued during the period exercised

2,128,378

November 2020 Public Offering [Member] | Common Stock [Member] | Maximum [Member]

Subsidiary, Sale of Stock [Line Items]

Number of shares of stock available for purchase

2,128,378

December 2020 Registered Direct Offering [Member]

Subsidiary, Sale of Stock [Line Items]

Proceeds from public offering | $

$ 6,500,000

December 2020 Registered Direct Offering [Member] | Common Stock [Member]

Subsidiary, Sale of Stock [Line Items]

Number of shares issued during the period

14,444,444

Share price per unit | $ / shares

$ 0.45

Private Placement [Member] | Series B Convertible Preferred Stock [Member]

Subsidiary, Sale of Stock [Line Items]

Number of accredited investors | Investors

4

Description on preferred stock, conversion basis

The full $3,300,000 of Series B Convertible Preferred Stock is convertible, after giving effect to the reverse stock split into one million three hundred and twenty thousand and two 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

Proceeds from issuance of private placement | $

$ 3,300,000

Private Placement [Member] | Warrant [Member] | Series B Convertible Preferred Stock [Member]

Subsidiary, Sale of Stock [Line Items]

Warrants to purchase

1,064,518

Warrants exercise price per share | $ / shares

$ 3.10

Term of warrants

7 years

Noachis Terra Inc. [Member]

Subsidiary, Sale of Stock [Line Items]

Number of shares issued during the period

9,200,000

Summary of Assumptions Used to

Summary of Assumptions Used to Estimate the Fair Value of Stock Options Granted (Details)	12 Months Ended
	Dec. 31, 2021	Dec. 31, 2020
Retirement Benefits [Abstract]
Expected dividend yield	0.00%	0.00%
Weighted-average expected volatility, minimum	146.00%	149.00%
Weighted-average expected volatility, maximum	149.00%	150.00%
Weighted-average risk-free interest rate, minimum	1.29%	0.61%
Weighted-average risk-free interest rate, maximum	1.48%	1.66%
Expected life of options	10 years	10 years

Summary of Stock Option Activit

Summary of Stock Option Activity (Details) - USD ($)	12 Months Ended
	Dec. 31, 2021	Dec. 31, 2020
Retirement Benefits [Abstract]
Number of Options, Outstanding, Beginning Balance	5,801,349
Weighted Average Exercise Price, Beginning Balance	$ 0.90
Weighted Average Contractual Term, Outstanding	7 years 11 months 26 days	8 years 6 months 7 days
Aggregate Intrinsic Value Outstanding, Beginning	$ 2,773
Number of Options Outstanding, Expired	(2,180)
Weighted Average Exercise Price, Expired	$ 19.13
Number of Options Outstanding, Forfeited	(638,227)
Weighted Average Exercise Price, Forfeited	$ 1.20
Number of Options Outstanding, Granted	2,320,000
Weighted Average Exercise Price, Granted	$ 1.01
Number of Options Outstanding, Exercised	(756,540)
Weighted Average Exercise Price, Exercised	$ 0.48
Number of Options Outstanding, Ending Balance	6,724,402	5,801,349
Weighted Average Exercise Price, Ending Balance	$ 0.95	$ 0.90
Aggregate Intrinsic Value Outstanding, Ending	$ 2,773	$ 2,773
Number of Options Outstanding, Exercisable Ending Balance	5,702,734
Weighted Average Exercise Price, Exercisable Ending Balance	$ 0.97
Weighted Average Contractual Term, Exercisable Ending	7 years 9 months 18 days
Aggregate Intrinsic Value Exercisable, Ending	$ 2,773

Summary of Weighted Average Gra

Summary of Weighted Average Grant Fair Value of Stock Options (Details) - USD ($)	12 Months Ended
	Dec. 31, 2021	Dec. 31, 2020
Retirement Benefits [Abstract]
Weighted average grant date fair value of stock options granted per share	$ 0.99	$ 0.49
Intrinsic value of stock options exercised	$ 117,211
Grant date fair value of stock options that vested	$ 1,775,810	$ 1,212,483

Stock Compensation Plan (Detail

Stock Compensation Plan (Details Narrative) - USD ($)	12 Months Ended
	Dec. 31, 2021	Dec. 31, 2020
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Number of stock options outstanding	6,724,402	5,801,349
Share based compensation	$ 1,688,022	$ 1,491,165
Stock Options [Member]
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Share based compensation	1,688,022	$ 1,491,165
Unrecognized compensation costs	$ 401,783
Unrecognized compensation costs period	2 years
2012 Equity Incentive Plan [Member]
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Shares authorized under the incentive plan	8,250,000
Maximum number of shares to individual	1,000,000
Number of stock options outstanding	6,724,402
Stock option awards for future grant	528,305
Stock option vesting period	3 years
Stock option expiration period	10 years

License Agreements (Details Nar

License Agreements (Details Narrative)	12 Months Ended
	Dec. 31, 2021
License Agreement [Member]
Collaborative Arrangement and Arrangement Other than Collaborative [Line Items]
Agreement expiration term	20 years

Retirement Plan (Details Narrat

Retirement Plan (Details Narrative) - USD ($)	12 Months Ended
	Dec. 31, 2021	Dec. 31, 2020
Retirement Benefits [Abstract]
Employer matching contribution percentage	3.00%
Total matching contributions	$ 27,657	$ 37,407

Schedule of Components of Provi

Schedule of Components of Provision for Income Taxes (Details) - USD ($)	12 Months Ended
	Dec. 31, 2021	Dec. 31, 2020
Income Tax Disclosure [Abstract]
Current
Deferred	870,941	6,482,623
Valuation Allowance	(870,941)	(6,482,623)
Total provision for income taxes

Summary of Components of Deferr

Summary of Components of Deferred Tax (Details) - USD ($)	Dec. 31, 2021	Dec. 31, 2020
Income Tax Disclosure [Abstract]
Net operating loss carryforward	$ 36,340,873	$ 35,740,882
Accrued vacation	19,454	41,361
Non-qualified stock compensation	1,091,576	798,719
Restricted stock
Total deferred tax assets, net	37,451,903	36,580,962
Less valuation allowance	(37,451,903)	(36,580,962)
Total net deferred taxes

Schedule of Reconciliation of T

Schedule of Reconciliation of Tax Computed at Statutory Federal Rate (Details) - USD ($)	12 Months Ended
	Dec. 31, 2021	Dec. 31, 2020
Income Tax Disclosure [Abstract]
Income tax benefit computed at statutory federal rate of 21% and 21%, respectively	$ (3,299,439)	$ (5,550,447)
State income tax benefits, net of federal expense/benefit	(682,670)	(1,148,414)
Change in valuation allowance	870,941	6,482,623
Non-deductible expenses	2,821,537	740
Other	289,631	215,498
Total provision for income taxes

Schedule of Reconciliation of_2

Schedule of Reconciliation of Tax Computed at Statutory Federal Rate (Details) (Parenthetical)	12 Months Ended
	Dec. 31, 2021	Dec. 31, 2020
Income Tax Disclosure [Abstract]
Income tax benefit computed at statutory federal rate	21.00%	21.00%

Schedule of Reconciliation of U

Schedule of Reconciliation of Unrecognized Tax Benefits (Details) - USD ($)	12 Months Ended
	Dec. 31, 2021	Dec. 31, 2020
Income Tax Disclosure [Abstract]
Beginning balance	$ 4,042,705	$ 2,804,721
Additions based on tax positions related to the current year	509,320	1,129,848
Additions for return-to-provision true-up		108,136
Reductions for the tax positions of prior years	(524,845)
Ending balance	$ 4,027,180	$ 4,042,705

Income Taxes (Details Narrative

Income Taxes (Details Narrative) - USD ($)	12 Months Ended
	Dec. 31, 2021	Dec. 31, 2020	Dec. 31, 2019
Tax Credit Carryforward [Line Items]
Valuation allowance	$ 37,451,903	$ 36,580,962
Net change in valuation allowance related to deferred tax assets	870,941	6,482,623
Federal and state tax net operating loss carryforwards	145,260,353
Additional unrecognized tax benefits	509,320	1,129,848
Tax positions	4,027,180	$ 4,042,705	$ 2,804,721
Research and Development [Member]
Tax Credit Carryforward [Line Items]
Federal research and development tax credit carryforwards	$ 4,027,180

Schedule of Supplemental Balanc

Schedule of Supplemental Balance Sheet Information Related to Leases (Details)	Dec. 31, 2021	Dec. 31, 2020
Commitments and Contingencies Disclosure [Abstract]
Weighted Average Remaining Lease Term In Years, Operating leases	2 years 5 months 12 days	3 years 5 months 15 days
Weighted Average Discount Rate, Operating leases	5.70%	5.70%

Schedule of Maturities of Opera

Schedule of Maturities of Operating Lease Liabilities (Details)	Dec. 31, 2021USD ($)
Commitments and Contingencies Disclosure [Abstract]
2022	$ 217,379
2023	169,657
2024	146,718
Total	533,754
Less: Imputed interest	(39,964)
Present value of lease liabilities	$ 493,790

Schedule of Cost Component of O

Schedule of Cost Component of Operating Leases (Details) - USD ($)	12 Months Ended
	Dec. 31, 2021	Dec. 31, 2020
Commitments and Contingencies Disclosure [Abstract]
Operating lease cost	$ 228,231	$ 226,090
Short-term lease cost	1,036	2,149
Total lease cost	$ 229,267	$ 228,239

Schedule of Supplemental Cash F

Schedule of Supplemental Cash Flow Information Related to Operating Leases (Details) - USD ($)	12 Months Ended
	Dec. 31, 2021	Dec. 31, 2020
Commitments and Contingencies Disclosure [Abstract]
Cash paid for amounts included in the measurement of lease liabilities: Operating cash flows from operating leases	$ (227,753)	$ (255,681)

Commitments and Contingencies_2

Commitments and Contingencies (Details Narrative)	May 01, 2020$ / sharesshares	Nov. 30, 2019USD ($)	Nov. 30, 2016USD ($)ft²	Sep. 30, 2020$ / sharesshares	Dec. 31, 2021USD ($)$ / shares	Dec. 31, 2020USD ($)	Mar. 31, 2021$ / sharesshares	Jun. 30, 2019
Loss Contingencies [Line Items]
Payments of rent					$ 63,000
Monthly lease payments					$ 227,753	$ 255,681
Alachua Facility [Member]
Loss Contingencies [Line Items]
Period of lease								5 years
Tampa Facility [Member]
Loss Contingencies [Line Items]
Period of lease		3 years
Area of office space leased | ft²			2,207
Lease expiration date			Feb. 29, 2020
Range One [Member]
Loss Contingencies [Line Items]
Warrants exercise price per share | $ / shares					$ 3.10
Range Two [Member]
Loss Contingencies [Line Items]
Warrants exercise price per share | $ / shares					$ 3.10
Minimum [Member] | Alachua Facility [Member]
Loss Contingencies [Line Items]
Payments of rent					$ 9,641
Monthly lease payments					12,870
Minimum [Member] | Tampa Facility [Member]
Loss Contingencies [Line Items]
Monthly lease payments		$ 4,524	$ 4,138
Maximum [Member] | Tampa Facility [Member]
Loss Contingencies [Line Items]
Monthly lease payments		$ 4,800	$ 4,392
Warrant [Member]
Loss Contingencies [Line Items]
Exercise of warrants | shares							2,472,573
Warrant [Member] | Range One [Member]
Loss Contingencies [Line Items]
Warrants exercise price per share | $ / shares							$ 1
Exercise of warrants | shares							360,000
Warrant [Member] | Range Two [Member]
Loss Contingencies [Line Items]
Warrants exercise price per share | $ / shares							$ 0.90
Exercise of warrants | shares							2,112,573
2018 Warrants [Member]
Loss Contingencies [Line Items]
Warrants exercise price per share | $ / shares				$ 1
Number of shares issued for warrants | shares				760,000
Exercise of warrants | shares				4,294,500
2019 Warrants [Member]
Loss Contingencies [Line Items]
Warrants exercise price per share | $ / shares				$ 0.90
Number of shares issued for warrants | shares				4,882,114
Exercise of warrants | shares				9,583,334
Noachis Terra Inc. [Member] | Warrant [Member]
Loss Contingencies [Line Items]
Payment for contingent consideration					542,263	$ 1,220,781
Stock Purchase Agreement [Member] | Warrant [Member] | Mr. Joseph Hernandez [Member] | Minimum [Member]
Loss Contingencies [Line Items]
Warrants exercise price per share | $ / shares	$ 0.75
Stock Purchase Agreement [Member] | Warrant [Member] | Mr. Joseph Hernandez [Member] | Maximum [Member]
Loss Contingencies [Line Items]
Warrants exercise price per share | $ / shares	$ 0.90
Stock Purchase Agreement [Member] | Warrant One [Member] | Mr. Joseph Hernandez [Member]
Loss Contingencies [Line Items]
Percentage of warrant exercise	45.00%
Warrants exercise price per share | $ / shares	$ 1
Stock Purchase Agreement [Member] | Noachis Terra Inc. [Member] | Warrant [Member]
Loss Contingencies [Line Items]
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%
Warrants exercise price per share | $ / shares	$ 1.25
Warrants exercise term description	The Company’s previously issued warrants carrying an exercise price of $0.75 have expired by their terms. As a result, no additional consideration will be due to the former sole shareholder of NTI relating to these warrants
Exercise of warrants | shares	9,200,000
Stock Purchase Agreement [Member] | Noachis Terra Inc. [Member] | Warrant One [Member]
Loss Contingencies [Line Items]
Percentage of warrant exercise	45.00%
License Agreement [Member]
Loss Contingencies [Line Items]
Royalty expenses					30,000
Reimbursement expenses					$ 11,739
Agreement expiration term					20 years
Alachua Facility [Member]
Loss Contingencies [Line Items]
Payments of rent					$ 165,000
Alachua Facility [Member] | Maximum [Member]
Loss Contingencies [Line Items]
Payments of rent					10,851
Monthly lease payments					$ 13,338

Subsequent Events (Details Narr

Subsequent Events (Details Narrative) - shares	Feb. 25, 2022	Dec. 31, 2021	Dec. 31, 2020
Subsequent Event [Line Items]
Common stock shares authorized		200,000,000	200,000,000
Subsequent Event [Member]
Subsequent Event [Line Items]
Common stock shares authorized	250,000,000