Document And Entity Information
Document And Entity Information - shares | 6 Months Ended | |
Jun. 30, 2021 | Aug. 09, 2021 | |
Document Information [Line Items] | ||
Entity Central Index Key | 0001318641 | |
Entity Registrant Name | Cytocom Inc. | |
Amendment Flag | false | |
Current Fiscal Year End Date | --12-31 | |
Document Fiscal Period Focus | Q2 | |
Document Fiscal Year Focus | 2021 | |
Document Type | 10-Q | |
Document Quarterly Report | true | |
Document Period End Date | Jun. 30, 2021 | |
Document Transition Report | false | |
Entity File Number | 001-32954 | |
Entity Incorporation, State or Country Code | DE | |
Entity Tax Identification Number | 20-0077155 | |
Entity Address, Address Line One | 2537 Research Boulevard, Suite 201 | |
Entity Address, City or Town | Fort Collins | |
Entity Address, State or Province | CO | |
Entity Address, Postal Zip Code | 80526 | |
City Area Code | 888 | |
Local Phone Number | 613-8802 | |
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 | |
Title of 12(b) Security | Common stock, par value $0.005 | |
Trading Symbol | CBLI | |
Security Exchange Name | NASDAQ | |
Entity Common Stock, Shares Outstanding | 15,478,945 |
Consolidated Condensed Balance
Consolidated Condensed Balance Sheets (Current Period Unaudited) - USD ($) | Jun. 30, 2021 | Dec. 31, 2020 |
Current assets: | ||
Cash and cash equivalents | $ 13,776,955 | $ 1,946,418 |
Short-term investments | 0 | 324,870 |
Accounts receivable | 0 | 11,512 |
Other current assets | 46,825 | 31,506 |
Total current assets | 13,823,780 | 2,314,306 |
Equipment, net | 4,954 | 3,715 |
Total assets | 13,828,734 | 2,318,021 |
Current liabilities: | ||
Accounts payable | 60,503 | 167,773 |
Accrued expenses | 240,120 | 136,838 |
Total liabilities | 300,623 | 304,611 |
Stockholders’ equity: | ||
Preferred stock, $.005 par value; 1,000,000 shares authorized as of June 30, 2021 and December 31, 2020; 0 shares issued and outstanding as of June 30, 2021 and December 31, 2020 | 0 | 0 |
Common stock, $.005 par value; 25,000,000 shares authorized as of June 30, 2021 and December 31, 2020; 15,468,945 and 13,376,062 shares issued and outstanding as of June 30, 2021 and December 31, 2020 | 77,340 | 66,876 |
Additional paid-in capital | 179,475,602 | 166,762,778 |
Accumulated other comprehensive loss | (681,820) | (685,680) |
Accumulated deficit | (170,301,633) | (169,104,029) |
Total Cytocom, Inc. stockholders’ equity (deficit) | 8,569,489 | (2,960,055) |
Noncontrolling interest in stockholders’ equity | 4,958,622 | 4,973,465 |
Total stockholders’ equity | 13,528,111 | 2,013,410 |
Total liabilities and stockholders’ equity | $ 13,828,734 | $ 2,318,021 |
Consolidated Condensed Balanc_2
Consolidated Condensed Balance Sheets (Current Period Unaudited) (Parentheticals) - $ / shares | Jun. 30, 2021 | Dec. 31, 2020 |
Preferred stock, par value (in dollars per share) | $ 0.005 | $ 0.005 |
Preferred stock, shares authorized (in shares) | 1,000,000 | 1,000,000 |
Preferred stock, shares issued (in shares) | 0 | 0 |
Preferred stock, shares outstanding (in shares) | 0 | 0 |
Common stock, par value (in dollars per share) | $ 0.005 | $ 0.005 |
Common stock, shares authorized (in shares) | 25,000,000 | 25,000,000 |
Common stock, shares issued (in shares) | 15,468,945 | 13,376,062 |
Common stock, shares outstanding (in shares) | 15,468,945 | 13,376,062 |
Consolidated Condensed Statemen
Consolidated Condensed Statements of Operations (Unaudited) - USD ($) | 3 Months Ended | 6 Months Ended | ||
Jun. 30, 2021 | Jun. 30, 2020 | Jun. 30, 2021 | Jun. 30, 2020 | |
Revenues: | ||||
Grants and contracts | $ 0 | $ 63,255 | $ 0 | $ 219,297 |
Operating expenses: | ||||
Research and development | 51,515 | 170,007 | 169,773 | 388,215 |
General and administrative | 617,722 | 485,439 | 1,050,726 | 867,605 |
Total operating expenses | 669,237 | 655,446 | 1,220,499 | 1,255,820 |
Loss from operations | (669,237) | (592,191) | (1,220,499) | (1,036,523) |
Other income (expense): | ||||
Interest and other income (expense) | 2,295 | 508,811 | 6,210 | 511,711 |
Foreign exchange gain (loss) | (152) | (780) | (10) | (387) |
Change in value of warrant liability | 0 | (292,385) | 0 | (453,074) |
Total other income (expense) | 2,143 | 215,646 | 6,200 | 58,250 |
Net loss | (667,094) | (376,545) | (1,214,299) | (978,273) |
Net loss attributable to noncontrolling interests | 7,588 | 6,707 | 16,695 | 19,903 |
Net loss attributable to Cytocom, Inc. | $ (659,506) | $ (369,838) | $ (1,197,604) | $ (958,370) |
Net loss attributable to common stockholders per share of common stock, basic and diluted (in dollars per share) | $ (0.04) | $ (0.03) | $ (0.08) | $ (0.08) |
Weighted average number of shares used in calculating net loss per share, basic and diluted (in shares) | 15,468,945 | 11,947,364 | 14,847,980 | 11,651,761 |
Consolidated Condensed Statem_2
Consolidated Condensed Statements of Comprehensive Loss (Unaudited) - USD ($) | 3 Months Ended | 6 Months Ended | ||
Jun. 30, 2021 | Jun. 30, 2020 | Jun. 30, 2021 | Jun. 30, 2020 | |
Net loss including noncontrolling interests | $ (667,094) | $ (376,545) | $ (1,214,299) | $ (978,273) |
Other comprehensive income (loss): | ||||
Foreign currency translation adjustment | 13,384 | 44,395 | 5,712 | (63,705) |
Comprehensive loss including noncontrolling interests | (653,710) | (332,150) | (1,208,587) | (1,041,978) |
Comprehensive loss attributable to noncontrolling interests | 3,248 | (7,305) | 14,843 | 39,514 |
Comprehensive loss attributable to Cytocom, Inc. | $ (650,462) | $ (339,455) | $ (1,193,744) | $ (1,002,464) |
Consolidated Condensed Statem_3
Consolidated Condensed Statement of Stockholders' Equity (Unaudited) - USD ($) | AOCI Attributable to Parent [Member] | Retained Earnings [Member] | Noncontrolling Interest [Member] | Common Stock [Member] | Treasury Stock [Member] | Additional Paid-in Capital [Member] | Total |
Balance (in shares) at Dec. 31, 2019 | 11,298,239 | 0 | |||||
Beginning balance at Dec. 31, 2019 | $ (568,030) | $ (166,705,572) | $ 5,039,878 | $ 56,487 | $ 0 | $ 163,161,523 | $ 984,286 |
Exercise of warrants (in shares) | 105,000 | 0 | |||||
Exercise of warrants | 0 | 0 | 0 | $ 53 | $ 0 | 504,853 | 504,906 |
Net loss | 0 | (588,532) | (13,196) | 0 | 0 | 0 | (601,728) |
Foreign currency translation | (74,477) | 0 | (33,623) | $ 0 | $ 0 | 0 | (108,100) |
Balance (in shares) at Mar. 31, 2020 | 11,403,239 | 0 | |||||
Ending balance at Mar. 31, 2020 | (642,507) | (167,294,104) | 4,993,059 | $ 56,540 | $ 0 | 163,666,376 | 779,364 |
Balance (in shares) at Dec. 31, 2019 | 11,298,239 | 0 | |||||
Beginning balance at Dec. 31, 2019 | (568,030) | (166,705,572) | 5,039,878 | $ 56,487 | $ 0 | 163,161,523 | 984,286 |
Net loss | (978,273) | ||||||
Foreign currency translation | (63,705) | ||||||
Balance (in shares) at Jun. 30, 2020 | 12,927,988 | 0 | |||||
Ending balance at Jun. 30, 2020 | (612,124) | (167,663,942) | 5,000,364 | $ 64,163 | $ 0 | 166,503,441 | 3,291,902 |
Balance (in shares) at Mar. 31, 2020 | 11,403,239 | 0 | |||||
Beginning balance at Mar. 31, 2020 | (642,507) | (167,294,104) | 4,993,059 | $ 56,540 | $ 0 | 163,666,376 | 779,364 |
Exercise of warrants (in shares) | 8,871 | 0 | |||||
Exercise of warrants | 0 | 0 | 0 | $ 44 | $ 0 | 61,219 | 61,263 |
Net loss | 0 | (369,838) | (6,707) | 0 | 0 | 0 | (376,545) |
Foreign currency translation | 30,383 | 0 | 14,012 | $ 0 | $ 0 | 0 | 44,395 |
Issuance of common stock, net of offering costs (in shares) | 1,515,878 | 0 | |||||
Issuance of common stock, net of offering costs | 0 | 0 | 0 | $ 7,579 | $ 0 | 2,775,846 | 2,783,425 |
Balance (in shares) at Jun. 30, 2020 | 12,927,988 | 0 | |||||
Ending balance at Jun. 30, 2020 | (612,124) | (167,663,942) | 5,000,364 | $ 64,163 | $ 0 | 166,503,441 | 3,291,902 |
Balance (in shares) at Dec. 31, 2020 | 13,376,062 | 0 | |||||
Beginning balance at Dec. 31, 2020 | (685,680) | (169,104,029) | 4,973,465 | $ 66,876 | $ 0 | 166,762,778 | 2,013,410 |
Exercise of warrants (in shares) | 92,883 | 0 | |||||
Exercise of warrants | 0 | 0 | 0 | $ 464 | $ 0 | (464) | 0 |
Net loss | 0 | (538,098) | (9,107) | 0 | 0 | 0 | (547,205) |
Foreign currency translation | (5,184) | 0 | (2,488) | $ 0 | $ 0 | 0 | (7,672) |
Issuance of common stock, net of offering costs (in shares) | 2,000,000 | 0 | |||||
Issuance of common stock, net of offering costs | 0 | 0 | 0 | $ 10,000 | $ 0 | 12,713,074 | 12,723,074 |
Balance (in shares) at Mar. 31, 2021 | 15,468,945 | 0 | |||||
Ending balance at Mar. 31, 2021 | (690,864) | (169,642,127) | 4,961,870 | $ 77,340 | $ 0 | 179,475,388 | 14,181,607 |
Balance (in shares) at Dec. 31, 2020 | 13,376,062 | 0 | |||||
Beginning balance at Dec. 31, 2020 | (685,680) | (169,104,029) | 4,973,465 | $ 66,876 | $ 0 | 166,762,778 | 2,013,410 |
Net loss | (1,214,299) | ||||||
Foreign currency translation | 5,712 | ||||||
Balance (in shares) at Jun. 30, 2021 | 15,468,945 | 0 | |||||
Ending balance at Jun. 30, 2021 | (681,820) | (170,301,633) | 4,958,622 | $ 77,340 | $ 0 | 179,475,602 | 13,528,111 |
Balance (in shares) at Mar. 31, 2021 | 15,468,945 | 0 | |||||
Beginning balance at Mar. 31, 2021 | (690,864) | (169,642,127) | 4,961,870 | $ 77,340 | $ 0 | 179,475,388 | 14,181,607 |
Net loss | 0 | (659,506) | (7,588) | 0 | 0 | 0 | (667,094) |
Foreign currency translation | 9,044 | 0 | 4,340 | $ 0 | $ 0 | 0 | 13,384 |
Issuance of common stock, net of offering costs (in shares) | 0 | 0 | |||||
Issuance of common stock, net of offering costs | 0 | 0 | 0 | $ 0 | $ 0 | 214 | 214 |
Balance (in shares) at Jun. 30, 2021 | 15,468,945 | 0 | |||||
Ending balance at Jun. 30, 2021 | $ (681,820) | $ (170,301,633) | $ 4,958,622 | $ 77,340 | $ 0 | $ 179,475,602 | $ 13,528,111 |
Consolidated Condensed Statem_4
Consolidated Condensed Statements of Cash Flows (Unaudited) - USD ($) | 6 Months Ended | |
Jun. 30, 2021 | Jun. 30, 2020 | |
Cash flows from operating activities: | ||
Net loss | $ (1,214,299) | $ (978,273) |
Adjustments to reconcile net loss to net cash used in operating activities: | ||
Depreciation and amortization | 3,077 | 5,928 |
Accrued liability extinguishment | 0 | (501,892) |
Change in value of warrant liability | 0 | 453,074 |
Changes in operating assets and liabilities: | ||
Accounts receivable and other current assets | (3,772) | 120,157 |
Other long-term assets | 0 | 18,667 |
Accounts payable and accrued expenses | (8,553) | (19,665) |
Net cash used in operating activities | (1,223,547) | (902,004) |
Cash flows from investing activities: | ||
Purchase of short-term investments | 0 | (360,379) |
Sale of short-term investments | 323,111 | 403,624 |
Net cash provided by investing activities | 323,111 | 43,245 |
Cash flows from financing activities: | ||
Issuance of common stock, net of offering costs | 12,723,288 | 2,783,425 |
Exercise of warrants | 0 | 382,215 |
Net cash provided by financing activities | 12,723,288 | 3,165,640 |
Effect of exchange rate change on cash and equivalents | 7,685 | (23,695) |
Increase in cash and cash equivalents | 11,830,537 | 2,283,186 |
Cash and cash equivalents at beginning of period | 1,946,418 | 1,126,124 |
Cash and cash equivalents at end of period | $ 13,776,955 | $ 3,409,310 |
Note 1 - Description of Busines
Note 1 - Description of Business | 6 Months Ended |
Jun. 30, 2021 | |
Notes to Financial Statements | |
Organization, Consolidation and Presentation of Financial Statements Disclosure [Text Block] | 1. On July 27, 2021 Company Cytocom Merger Sub Old Cytocom October 16, 2020, Merger Prior to the closing of the Merger and at all times during the period covered by this report, the Company was an innovative biopharmaceutical company developing novel approaches to activate the immune system and address serious medical needs. Our proprietary platform of Toll-like immune receptor (" TLR The Company was incorporated in Delaware in June 2003 U.S. Russia two one 612, BioLab 612 2012 November 2020; Panacela RUSNANO 2011. Cytocom Company we us our 612, In addition, the Company has an investment in Genome Protection, Inc. (" GPI not June 30, 2021 no |
Note 2 - Summary of Significant
Note 2 - Summary of Significant Accounting Policies | 6 Months Ended |
Jun. 30, 2021 | |
Notes to Financial Statements | |
Significant Accounting Policies [Text Block] | 2. Basis of Presentation and Consolidation The accompanying unaudited consolidated condensed financial statements include the accounts of the Company, BioLab 612, The consolidated condensed balance sheet as of December 31, 2020 GAAP 10 8 X SEC 10 December 31, 2020 2020 Form 10 In the opinion of the Company’s management, any adjustments contained in the accompanying unaudited consolidated financial statements are of a normal recurring nature, and are necessary to fairly present the financial position of the Company as of June 30, 2021 three six June 30, 2021 2020 six June 30, 2021 2020 not may At June 30, 2021 one no not Recent Accounting Pronouncements From time to time, new accounting pronouncements are issued by the Financial Accounting Standards Board (" FASB not not Use of Estimates The preparation of financial statements in conformity with GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities, disclosure of contingent assets and liabilities at the date of the financial statements, and the reported amounts of revenues and expenses during the reporting period. Actual results could differ from those estimates. Significant Customers and Accounts Receivable The following table presents our revenue by customer, on a proportional basis, for the three six June 30, 2021 2020 Three Months Ended Six Months Ended June 30, June 30, Customer 2021 2020 Variance 2021 2020 Variance Department of Defense 0.0 % 86.8 % (86.8 )% 0.0 % 77.5 % (77.5 )% Incuron 0.0 % 13.2 % (13.2 )% 0.0 % 22.5 % (22.5 )% Total 0.0 % 100.0 % (100.0 )% 0.0 % 100.0 % (100.0 )% Other Comprehensive Income (Loss) The Company applies the Accounting Standards Codification (" Codification six June 30, 2021 Gains and losses on foreign exchange translations Beginning balance $ (685,680 ) Other comprehensive income (loss) before reclassifications 3,860 Amounts reclassified from accumulated other comprehensive loss — Ending balance $ (681,820 ) Accounting for Stock-Based Compensation The Cleveland Biolabs, Inc. Equity Incentive Plan, adopted in 2018 Plan June 30, 2021 2018 no The 2013 ESPP may June 30, 2021 January 1 December 31st The Company utilizes the Black-Scholes valuation model for estimating the fair value of all stock options granted where the vesting period is based on length of service or performance, while a Monte Carlo simulation model is used for estimating the fair value of stock options with market-based vesting conditions. No options were granted during the six June 30, 2021 June 30, 2020 Income Taxes No income tax expense was recorded for the three six June 30, 2021 2020 not 2021 not 2020 At June 30, 2021 million, of which $139.7 million begins to expire if not 2023, no not 2024. not 2027, not 2022. July 9, 2015 382 July 9, 2015, Earnings (Loss) per Share Basic net loss per share of common stock excludes dilution for potential common stock issuances and is computed by dividing net loss by the weighted average number of shares outstanding for the period. Diluted net loss per share reflects the potential dilution that could occur if securities or other contracts to issue common stock were exercised or converted into common stock. Diluted net loss per share is identical to basic net loss per share as potentially dilutive securities have been excluded from the calculation of diluted net loss per common share because the inclusion of such securities would be antidilutive. The Company has excluded the following securities from the calculation of diluted net loss per share because all such securities were antidilutive for the periods presented. Additionally, there were no June 30, 2021 As of June 30, Common Equivalent Securities 2021 2020 Warrants 299,519 1,068,494 Options 64,897 89,913 Total 364,416 1,158,407 Contingencies From time to time, the Company may |
Note 3 - Fair Value of Financia
Note 3 - Fair Value of Financial Instruments | 6 Months Ended |
Jun. 30, 2021 | |
Notes to Financial Statements | |
Fair Value Disclosures [Text Block] | 3. The Company has measured and recorded short-term investments and certain warrants as liabilities at fair value in the accompanying financial statements. Fair value is defined as the exchange price that would be received for an asset or paid to transfer a liability, an exit price, in the principal or most advantageous market for the asset or liability in an orderly transaction between market participants on the measurement date. Valuation techniques used to measure fair value must maximize the use of observable inputs and minimize the use of unobservable inputs. The three • Level 1 • Level 2 • Level 3 no Short-term investments primarily include certificates of deposit at commercial banking institutions, with maturities of three 2 There were no assets and liabilities measured at fair value as of June 30, 2021. December 31, 2020, As of December 31, 2020 Level 1 Level 2 Level 3 Total Assets: Short-term investments $ — $ 324,870 $ — $ 324,870 The following table sets forth a summary of changes in the fair value of the Company’s Level 3 Three Months Ended June 30, 2020 Accrued Warrant Liability Beginning Balance $ 44,412 Total (gains) or losses, realized and unrealized, included in earnings (1) 292,385 Settlements (61,303 ) Ending Balance $ 275,494 Six Months Ended June 30, 2020 Accrued Warrant Liability Beginning Balance $ 6,414 Total (gains) or losses, realized and unrealized, included in earnings (1) 453,074 Settlements (183,994 ) Ending Balance $ 275,494 ( 1 Unrealized gains or losses related to the accrued warrant liability were included as change in value of accrued warrant liability. There were no realized gains or losses for the three six June 30, 2021 2020 As of June 30, 2021 December 31, 2020 The carrying amounts of the Company’s short-term financial instruments, which include cash and cash equivalents, accounts receivable and accounts payable, approximate their fair values due to their short maturities. |
Note 4 - Stockholders' Equity
Note 4 - Stockholders' Equity | 6 Months Ended |
Jun. 30, 2021 | |
Notes to Financial Statements | |
Stockholders' Equity Note Disclosure [Text Block] | 4. On February 19, 2021, Purchase Agreement Shares February 23, 2021. Wainwright Placement Agent Warrants five The Company has granted options to purchase shares of common stock. The following is a summary of option award activity during the six June 30, 2021 Total Stock Options Outstanding Weighted Average Exercise Price per Share December 31, 2020 76,064 $ 27.35 Forfeited, Canceled (11,167 ) 116.50 June 30, 2021 64,897 $ 12.01 The following is a summary of outstanding stock options as of June 30, 2021 As of June 30, 2021 Stock Options Outstanding Vested Stock Options Quantity 64,897 64,897 Weighted Average Exercise Price $ 12.01 $ 12.01 Weighted Average Remaining Contractual Term (in Years) 3.40 3.40 Intrinsic Value $ 93,481 $ 93,481 For the six June 30, 2021 2020 As of June 30, 2021 not |
Note 5 - Warrants
Note 5 - Warrants | 6 Months Ended |
Jun. 30, 2021 | |
Notes to Financial Statements | |
Derivative Instruments and Hedging Activities Disclosure [Text Block] | 5. In connection with previous sales of the Company’s common stock and the issuance of debt instruments, warrants were issued which presently have exercise prices ranging from $2.03 to $8.75. The warrants expire between one seven The following table summarizes the outstanding warrant activity during the six June 30, 2021 Number of Warrants Weighted Average Exercise Price December 31, 2020 371,340 $ 7.28 Granted 150,000 8.75 Exercised (92,883 ) 2.03 Forfeited, Canceled (128,938 ) 16.63 June 30, 2021 299,519 $ 5.62 |
Note 6 - Significant Alliances
Note 6 - Significant Alliances and Related Parties | 6 Months Ended |
Jun. 30, 2021 | |
Notes to Financial Statements | |
Related Party Transactions Disclosure [Text Block] | 6. Roswell Park Cancer Institute The Company has entered into several agreements with Roswell Park Cancer Institute (" RPCI 1 1 CBL0137 Curaxin three six June 30, 2021 2020, The Cleveland Clinic The Company has entered into an exclusive license agreement with The Cleveland Clinic pursuant to which the Company was granted an exclusive license to The Cleveland Clinic’s research base underlying entolimod's therapeutic platform and certain product candidates licensed to Panacela. The Company has the primary responsibility to fund all newly developed patents. However, The Cleveland Clinic retains ownership of those patents covered by the agreement. The Company also agreed to use commercially diligent efforts to bring one August 6, 2018, no six June 30, 2021 2020 six June 30, 2021 2020 Buffalo BioLabs and Incuron Our Global Head of Research and Development, Dr. Andrei Gudkov, has business relationships with Buffalo BioLabs, LLC (" BBL three six June 30, 2021 2020. three six June 30, 2021 June 30, 2020 June 30, 2021 2020 Dr. Gudkov is also an uncompensated member of the board of directors for Incuron. Pursuant to master service and development agreements we have with Incuron, the Company performs various research, business development, clinical advisory, and management services for Incuron. The Company recognized revenue of $0 and $0 and $8,347 and $49,357 for the three six June 30, 2021 2020, three six June 30, 2021 2020, June 30, 2021 2020 Genome Protection GPI incurred $13,440 and $26,880 and $13,440 and $26,880 in consultant expenses with members of the Company's Board of Directors and management team during the three six June 30, 2021 2020, |
Note 7 - Subsequent Events
Note 7 - Subsequent Events | 6 Months Ended |
Jun. 30, 2021 | |
Notes to Financial Statements | |
Subsequent Events [Text Block] | 7. Closing of the Merger with Cytocom Inc. July 27, 2021, Merger Consideration not, Effective Time Exchange Ratio Accordingly, based on the foregoing exchange ratio, the parties determined that 18,492,452 shares of Company common stock will be issued in the Merger, resulting in the former Old Cytocom securityholders owning, or holding rights to acquire, approximately 54% of the common stock of the combined company, on a fully diluted basis, and legacy, pre-Merger Company securityholders owning, or holding rights to acquire, approximately 46% of the common stock of the combined company, on a fully diluted basis, in each case as of immediately following the Effective Time. In addition, at the Effective Time, each unvested Old Cytocom restricted stock unit was converted into a number of restricted stock units of the Company, as determined in accordance with the exchange ratio formula described above. The terms (including, without limitation, the vesting terms) of each such substitute restricted stock unit are substantially equivalent to those of the Old Cytocom restricted stock unit being replaced. Financing Arrangements • Loan and Security Agreement, dated as of April 26, 2021, Avenue April 26, 2021, • Warrant to Purchase Shares of Common Stock of Cytocom Inc, issued at the Effective Time, by the Company to Avenue, exercisable for up to 154,004 shares of Company common stock; • Share Purchase Agreement, dated as of May 21, 2021, GEM may • Warrant to Purchase Shares of Cytocom Inc., dated as of May 21, 2021, • The Registration Rights Agreement, dated as of May 21, 2021, • Warrants, issued immediately after the Effective Time, by the Company to the purchasers of Old Cytocom’s Series A- 3 4 |
Significant Accounting Policies
Significant Accounting Policies (Policies) | 6 Months Ended |
Jun. 30, 2021 | |
Accounting Policies [Abstract] | |
Basis of Accounting, Policy [Policy Text Block] | Basis of Presentation and Consolidation The accompanying unaudited consolidated condensed financial statements include the accounts of the Company, BioLab 612, The consolidated condensed balance sheet as of December 31, 2020 GAAP 10 8 X SEC 10 December 31, 2020 2020 Form 10 In the opinion of the Company’s management, any adjustments contained in the accompanying unaudited consolidated financial statements are of a normal recurring nature, and are necessary to fairly present the financial position of the Company as of June 30, 2021 three six June 30, 2021 2020 six June 30, 2021 2020 not may At June 30, 2021 one no not |
New Accounting Pronouncements, Policy [Policy Text Block] | Recent Accounting Pronouncements From time to time, new accounting pronouncements are issued by the Financial Accounting Standards Board (" FASB not not |
Use of Estimates, Policy [Policy Text Block] | Use of Estimates The preparation of financial statements in conformity with GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities, disclosure of contingent assets and liabilities at the date of the financial statements, and the reported amounts of revenues and expenses during the reporting period. Actual results could differ from those estimates. |
Receivable [Policy Text Block] | Significant Customers and Accounts Receivable The following table presents our revenue by customer, on a proportional basis, for the three six June 30, 2021 2020 Three Months Ended Six Months Ended June 30, June 30, Customer 2021 2020 Variance 2021 2020 Variance Department of Defense 0.0 % 86.8 % (86.8 )% 0.0 % 77.5 % (77.5 )% Incuron 0.0 % 13.2 % (13.2 )% 0.0 % 22.5 % (22.5 )% Total 0.0 % 100.0 % (100.0 )% 0.0 % 100.0 % (100.0 )% |
Comprehensive Income, Policy [Policy Text Block] | Other Comprehensive Income (Loss) The Company applies the Accounting Standards Codification (" Codification six June 30, 2021 Gains and losses on foreign exchange translations Beginning balance $ (685,680 ) Other comprehensive income (loss) before reclassifications 3,860 Amounts reclassified from accumulated other comprehensive loss — Ending balance $ (681,820 ) |
Share-based Payment Arrangement [Policy Text Block] | Accounting for Stock-Based Compensation The Cleveland Biolabs, Inc. Equity Incentive Plan, adopted in 2018 Plan June 30, 2021 2018 no The 2013 ESPP may June 30, 2021 January 1 December 31st The Company utilizes the Black-Scholes valuation model for estimating the fair value of all stock options granted where the vesting period is based on length of service or performance, while a Monte Carlo simulation model is used for estimating the fair value of stock options with market-based vesting conditions. No options were granted during the six June 30, 2021 June 30, 2020 |
Income Tax, Policy [Policy Text Block] | Income Taxes No income tax expense was recorded for the three six June 30, 2021 2020 not 2021 not 2020 At June 30, 2021 million, of which $139.7 million begins to expire if not 2023, no not 2024. not 2027, not 2022. July 9, 2015 382 July 9, 2015, |
Earnings Per Share, Policy [Policy Text Block] | Earnings (Loss) per Share Basic net loss per share of common stock excludes dilution for potential common stock issuances and is computed by dividing net loss by the weighted average number of shares outstanding for the period. Diluted net loss per share reflects the potential dilution that could occur if securities or other contracts to issue common stock were exercised or converted into common stock. Diluted net loss per share is identical to basic net loss per share as potentially dilutive securities have been excluded from the calculation of diluted net loss per common share because the inclusion of such securities would be antidilutive. The Company has excluded the following securities from the calculation of diluted net loss per share because all such securities were antidilutive for the periods presented. Additionally, there were no June 30, 2021 As of June 30, Common Equivalent Securities 2021 2020 Warrants 299,519 1,068,494 Options 64,897 89,913 Total 364,416 1,158,407 |
Commitments and Contingencies, Policy [Policy Text Block] | Contingencies From time to time, the Company may |
Note 2 - Summary of Significa_2
Note 2 - Summary of Significant Accounting Policies (Tables) | 6 Months Ended |
Jun. 30, 2021 | |
Notes Tables | |
Schedule of Revenue by Major Customers by Reporting Segments [Table Text Block] | Three Months Ended Six Months Ended June 30, June 30, Customer 2021 2020 Variance 2021 2020 Variance Department of Defense 0.0 % 86.8 % (86.8 )% 0.0 % 77.5 % (77.5 )% Incuron 0.0 % 13.2 % (13.2 )% 0.0 % 22.5 % (22.5 )% Total 0.0 % 100.0 % (100.0 )% 0.0 % 100.0 % (100.0 )% |
Schedule of Accumulated Other Comprehensive Income (Loss) [Table Text Block] | Gains and losses on foreign exchange translations Beginning balance $ (685,680 ) Other comprehensive income (loss) before reclassifications 3,860 Amounts reclassified from accumulated other comprehensive loss — Ending balance $ (681,820 ) |
Schedule of Antidilutive Securities Excluded from Computation of Earnings Per Share [Table Text Block] | As of June 30, Common Equivalent Securities 2021 2020 Warrants 299,519 1,068,494 Options 64,897 89,913 Total 364,416 1,158,407 |
Note 3 - Fair Value of Financ_2
Note 3 - Fair Value of Financial Instruments (Tables) | 6 Months Ended |
Jun. 30, 2021 | |
Notes Tables | |
Fair Value, by Balance Sheet Grouping [Table Text Block] | As of December 31, 2020 Level 1 Level 2 Level 3 Total Assets: Short-term investments $ — $ 324,870 $ — $ 324,870 |
Fair Value, Liabilities Measured on Recurring Basis, Unobservable Input Reconciliation [Table Text Block] | Three Months Ended June 30, 2020 Accrued Warrant Liability Beginning Balance $ 44,412 Total (gains) or losses, realized and unrealized, included in earnings (1) 292,385 Settlements (61,303 ) Ending Balance $ 275,494 Six Months Ended June 30, 2020 Accrued Warrant Liability Beginning Balance $ 6,414 Total (gains) or losses, realized and unrealized, included in earnings (1) 453,074 Settlements (183,994 ) Ending Balance $ 275,494 |
Note 4 - Stockholders' Equity (
Note 4 - Stockholders' Equity (Tables) | 6 Months Ended |
Jun. 30, 2021 | |
Notes Tables | |
Share-based Payment Arrangement, Option, Activity [Table Text Block] | Total Stock Options Outstanding Weighted Average Exercise Price per Share December 31, 2020 76,064 $ 27.35 Forfeited, Canceled (11,167 ) 116.50 June 30, 2021 64,897 $ 12.01 |
Share-based Compensation Arrangements by Share-based Payment Award, Options, Vested and Expected to Vest, Outstanding [Table Text Block] | As of June 30, 2021 Stock Options Outstanding Vested Stock Options Quantity 64,897 64,897 Weighted Average Exercise Price $ 12.01 $ 12.01 Weighted Average Remaining Contractual Term (in Years) 3.40 3.40 Intrinsic Value $ 93,481 $ 93,481 |
Note 5 - Warrants (Tables)
Note 5 - Warrants (Tables) | 6 Months Ended |
Jun. 30, 2021 | |
Notes Tables | |
Schedule of Outstanding Warrants [Table Text Block] | Number of Warrants Weighted Average Exercise Price December 31, 2020 371,340 $ 7.28 Granted 150,000 8.75 Exercised (92,883 ) 2.03 Forfeited, Canceled (128,938 ) 16.63 June 30, 2021 299,519 $ 5.62 |
Note 1 - Description of Busin_2
Note 1 - Description of Business (Details Textual) | 6 Months Ended |
Jun. 30, 2021 | |
Number of Subsidiaries | 2 |
BioLab 612 [Member] | |
Number of Wholly Owned Subsidiaries | 1 |
GPI [Member] | |
Equity Method Investment, Ownership Percentage | 50.00% |
Note 2 - Summary of Significa_3
Note 2 - Summary of Significant Accounting Policies (Details Textual) - USD ($) $ in Thousands | Jul. 09, 2015 | Jun. 30, 2021 | Jun. 30, 2020 | Mar. 31, 2020 | Jun. 30, 2021 | Jun. 30, 2020 |
Cash, Cash Equivalents, and Short-term Investments, Total | $ 13,800 | $ 13,800 | ||||
Share-based Compensation Arrangement by Share-based Payment Award, Options, Grants in Period, Gross (in shares) | 0 | 0 | ||||
Income Tax Expense (Benefit), Total | 0 | $ 0 | $ 0 | $ 0 | ||
Sale of Stock, Number of Shares Issued in Transaction (in shares) | 6,459,948 | |||||
Percentage of Common Shares Owned by Investor | 60.20% | |||||
Domestic Tax Authority [Member] | ||||||
Operating Loss Carryforwards, Total | 148,000 | 148,000 | ||||
Operating Loss Carryforwards, Amount Subject to Expiration | 139,700 | 139,700 | ||||
Operating Loss Carryforwards, Amount Not Subject to Expiration | 8,300 | 8,300 | ||||
Tax Credit Carryforward, Amount | 4,300 | 4,300 | ||||
Operating Loss Carryforwards With Limited Ability to Utilize | 124,800 | 124,800 | ||||
Tax Credit Carryforwards With Limited Ability to Utilize | 3,650 | 3,650 | ||||
State and Local Jurisdiction [Member] | ||||||
Operating Loss Carryforwards, Total | 93,800 | 93,800 | ||||
Tax Credit Carryforward, Amount | 300 | 300 | ||||
Operating Loss Carryforwards With Limited Ability to Utilize | 73,400 | 73,400 | ||||
Tax Credit Carryforwards With Limited Ability to Utilize | $ 300 | $ 300 | ||||
The Plan [Member] | ||||||
Share-based Compensation Arrangement by Share-based Payment Award, Number of Shares Authorized (in shares) | 597,557 | 597,557 | ||||
Share-based Compensation Arrangement by Share-based Payment Award, Number of Shares Available for Grant (in shares) | 526,660 | 526,660 | ||||
Common Stock, Capital Shares Reserved for Future Issuance (in shares) | 64,897 | 64,897 | ||||
Share-based Compensation Arrangement by Share-based Payment Award, Maximum Number of Shares Per Employee (in shares) | 100,000 | |||||
Share-based Compensation Arrangement by Share-based Payment Award, Expiration Period (Year) | 10 years | |||||
The ESPP [Member] | ||||||
Share-based Compensation Arrangement by Share-based Payment Award, Number of Shares Available for Grant (in shares) | 825,000 | 825,000 | ||||
Percentage of Common Stock Outstanding of Preceding Year | 10.00% | |||||
Share-based Compensation Arrangement by Share-based Payment Award, Number of Shares Limited Per Year (in shares) | 100,000 | 100,000 | ||||
Share-based Compensation Arrangement by Share-based Payment Award, Maximum Employee Subscription Rate | 15.00% | 15.00% | ||||
Share-based Compensation Arrangement by Share-based Payment Award, Discount from Market Price, Offering Date | 85.00% |
Note 2 - Summary of Significa_4
Note 2 - Summary of Significant Accounting Policies - Customers and Accounts Receivable (Details) | 3 Months Ended | 6 Months Ended | ||
Jun. 30, 2021 | Jun. 30, 2020 | Jun. 30, 2021 | Jun. 30, 2020 | |
Percentage of revenue | 0.00% | 100.00% | 0.00% | 100.00% |
Variance | (100.00%) | (100.00%) | ||
Department of Defense [Member] | ||||
Percentage of revenue | 0.00% | 86.80% | 0.00% | 77.50% |
Variance | (86.80%) | (77.50%) | ||
Incuron [Member] | ||||
Percentage of revenue | 0.00% | 13.20% | 0.00% | 22.50% |
Variance | (13.20%) | (22.50%) |
Note 2 - Summary of Significa_5
Note 2 - Summary of Significant Accounting Policies - Other Comprehensive Income (Loss) (Details) | 6 Months Ended |
Jun. 30, 2021USD ($) | |
Beginning balance | $ 2,013,410 |
Ending balance | 13,528,111 |
Accumulated Foreign Currency Adjustment Attributable to Parent [Member] | |
Beginning balance | (685,680) |
Other comprehensive income (loss) before reclassifications | 3,860 |
Amounts reclassified from accumulated other comprehensive loss | 0 |
Ending balance | $ (681,820) |
Note 2 - Summary of Significa_6
Note 2 - Summary of Significant Accounting Policies - Antidilutive Securities (Details) - shares | 6 Months Ended | |
Jun. 30, 2021 | Jun. 30, 2020 | |
Antidilutive securities (in shares) | 364,416 | 1,158,407 |
Warrant [Member] | ||
Antidilutive securities (in shares) | 299,519 | 1,068,494 |
Share-based Payment Arrangement, Option [Member] | ||
Antidilutive securities (in shares) | 64,897 | 89,913 |
Note 3 - Fair Value of Financ_3
Note 3 - Fair Value of Financial Instruments (Details Textual) - USD ($) $ in Thousands | 3 Months Ended | 6 Months Ended | |||
Jun. 30, 2021 | Jun. 30, 2020 | Jun. 30, 2021 | Jun. 30, 2020 | Dec. 31, 2020 | |
Fair Value, Recurring [Member] | |||||
Financial and Nonfinancial Liabilities, Fair Value Disclosure | $ 0 | $ 0 | |||
Assets, Fair Value Disclosure | 0 | 0 | |||
Fair Value, Nonrecurring [Member] | |||||
Financial and Nonfinancial Liabilities, Fair Value Disclosure | 0 | 0 | $ 0 | ||
Fair Value Measurement with Unobservable Inputs, Liability, Realized Gain (Loss) | 0 | $ 0 | 0 | $ 0 | |
Assets, Fair Value Disclosure | $ 0 | $ 0 | $ 0 |
Note 3 - Fair Value of Financ_4
Note 3 - Fair Value of Financial Instruments - Assets and Liabilities Measured at Fair Value on Recurring Basis (Details) | Dec. 31, 2020USD ($) |
Short-term investments | $ 324,870 |
Fair Value, Recurring [Member] | Fair Value, Inputs, Level 1 [Member] | |
Short-term investments | 0 |
Fair Value, Recurring [Member] | Fair Value, Inputs, Level 2 [Member] | |
Short-term investments | 324,870 |
Fair Value, Recurring [Member] | Fair Value, Inputs, Level 3 [Member] | |
Short-term investments | $ 0 |
Note 3 - Fair Value of Financ_5
Note 3 - Fair Value of Financial Instruments - Changes in Fair Value of Level 3 Fair Value Measurements (Details) - Accrued Warrant Liability [Member] - USD ($) | 3 Months Ended | 6 Months Ended | |
Jun. 30, 2020 | Jun. 30, 2020 | ||
Beginning Balance | $ 44,412 | $ 6,414 | |
Total (gains) or losses, realized and unrealized, included in earnings | [1] | 292,385 | 453,074 |
Settlements | (61,303) | (183,994) | |
Ending Balance | $ 275,494 | $ 275,494 | |
[1] | Unrealized gains or losses related to the accrued warrant liability were included as change in value of accrued warrant liability. There were no realized gains or losses for the three and six months ended June 30, 2021 and 2020. |
Note 4 - Stockholders' Equity_2
Note 4 - Stockholders' Equity (Details Textual) - USD ($) $ / shares in Units, $ in Thousands | Feb. 23, 2021 | Jun. 30, 2021 | Jun. 30, 2020 | Dec. 31, 2020 |
Class of Warrant or Right, Exercise Price of Warrants or Rights (in dollars per share) | $ 5.62 | $ 7.28 | ||
Share-based Compensation Arrangement by Share-based Payment Award, Options, Grants in Period, Gross (in shares) | 0 | 0 | ||
Share-based Payment Arrangement, Nonvested Award, Cost Not yet Recognized, Amount, Total | $ 0 | |||
Placement Agent Warrants [Member] | ||||
Class of Warrant or Right, Number of Securities Called by Warrants or Rights (in shares) | 150,000 | |||
Class of Warrant or Right, Exercise Price of Warrants or Rights (in dollars per share) | $ 8.75 | |||
Purchase Agreement [Member] | ||||
Stock Issued During Period, Shares, New Issues (in shares) | 2,000,000 | |||
Shares Issued, Price Per Share (in dollars per share) | $ 7 | |||
Proceeds from Issuance of Common Stock | $ 14,000 |
Note 4 - Stockholders' Equity -
Note 4 - Stockholders' Equity - Option Activity (Details) | 6 Months Ended |
Jun. 30, 2021$ / sharesshares | |
Outstanding (in shares) | shares | 76,064 |
Outstanding, weighted average exercise price (in dollars per share) | $ / shares | $ 27.35 |
Forfeited, canceled (in shares) | shares | (11,167) |
Forfeited, canceled, weighted average exercise price (in dollars per share) | $ / shares | $ 116.50 |
Outstanding (in shares) | shares | 64,897 |
Outstanding, weighted average exercise price (in dollars per share) | $ / shares | $ 12.01 |
Note 4 - Stockholders' Equity_3
Note 4 - Stockholders' Equity - Summary of Outstanding Options (Details) - USD ($) | 6 Months Ended | |
Jun. 30, 2021 | Dec. 31, 2020 | |
Quantity, outstanding (in shares) | 64,897 | 76,064 |
Quantity, vested (in shares) | 64,897 | |
Weighted-average exercise price, outstanding (in dollars per share) | $ 12.01 | $ 27.35 |
Weighted-average exercise price, vested (in dollars per share) | $ 12.01 | |
Weighted average remaining contractual term, outstanding (Year) | 3 years 4 months 24 days | |
Weighted average remaining contractual term , vested (Year) | 3 years 4 months 24 days | |
Intrinsic value, outstanding | $ 93,481 | |
Intrinsic value, vested | $ 93,481 |
Note 5 - Warrants (Details Text
Note 5 - Warrants (Details Textual) - $ / shares | Jun. 30, 2021 | Dec. 31, 2020 |
Class of Warrant or Right, Exercise Price of Warrants or Rights (in dollars per share) | $ 5.62 | $ 7.28 |
Minimum [Member] | ||
Class of Warrant or Right, Exercise Price of Warrants or Rights (in dollars per share) | $ 2.03 | |
Warrants and Rights Outstanding, Term (Year) | 1 year | |
Maximum [Member] | ||
Class of Warrant or Right, Exercise Price of Warrants or Rights (in dollars per share) | $ 8.75 | |
Warrants and Rights Outstanding, Term (Year) | 7 years |
Note 5 - Warrants - Outstanding
Note 5 - Warrants - Outstanding Warrants (Details) | 6 Months Ended |
Jun. 30, 2021$ / sharesshares | |
Warrants outstanding (in shares) | shares | 371,340 |
Warrants outstanding, weighted average exercise price (in dollars per share) | $ / shares | $ 7.28 |
Warrants granted (in shares) | shares | 150,000 |
Warrants granted, weighted average exercise price (in dollars per share) | $ / shares | $ 8.75 |
Warrants exercised (in shares) | shares | (92,883) |
Warrants exercised, weighted average exercise price (in dollars per share) | $ / shares | $ 2.03 |
Warrants forfeited, canceled (in shares) | shares | (128,938) |
Warrants forfeited, canceled, weighted average exercise price (in dollars per share) | $ / shares | $ 16.63 |
Warrants outstanding (in shares) | shares | 299,519 |
Warrants outstanding, weighted average exercise price (in dollars per share) | $ / shares | $ 5.62 |
Note 6 - Significant Alliance_2
Note 6 - Significant Alliances and Related Parties (Details Textual) - USD ($) | 3 Months Ended | 6 Months Ended | ||
Jun. 30, 2021 | Jun. 30, 2020 | Jun. 30, 2021 | Jun. 30, 2020 | |
Research and Development Expense, Total | $ 51,515 | $ 170,007 | $ 169,773 | $ 388,215 |
RPCI [Member] | ||||
Research and Development Expense, Total | 0 | 0 | 0 | 1,197 |
The Cleveland Clinic [Member] | ||||
Research and Development Expense, Total | 0 | 0 | ||
BBL [Member] | ||||
Research and Development Expense, Total | 0 | 0 | 0 | 0 |
Sublease and Other Income, Related Parties | 0 | 0 | 0 | 0 |
Accounts Receivable, Related Parties, Gross | 0 | 6,285 | 0 | 6,285 |
Accounts Receivable, Related Parties | 0 | 6,285 | 0 | 6,285 |
Incuron [Member] | ||||
Sublease and Other Income, Related Parties | 0 | 0 | 0 | 0 |
Accounts Receivable, Related Parties, Gross | 130,000 | 139,357 | 130,000 | 139,357 |
Accounts Receivable, Related Parties | 0 | 139,357 | 0 | 139,357 |
Revenue from Related Parties | 0 | 0 | 8,347 | 49,357 |
GPI [Member] | ||||
Related Party Transaction, Expenses from Transactions with Related Party | $ 13,440 | $ 26,880 | $ 13,440 | $ 26,880 |
Note 7 - Subsequent Events (Det
Note 7 - Subsequent Events (Details Textual) - USD ($) $ in Millions | Jul. 27, 2021 | Jul. 26, 2021 | May 21, 2021 | Apr. 26, 2021 |
Share Purchase Agreement, Maximum Value | $ 75 | |||
Share Purchase Agreement, Percent of Share Price | 90.00% | |||
Avenue Warrants [Member] | ||||
Class of Warrant or Right, Number of Securities Called by Warrants or Rights (in shares) | 154,004 | |||
Company Warrants [Member] | ||||
Class of Warrant or Right, Number of Securities Called by Warrants or Rights (in shares) | 1,720,083 | |||
Warrants or Rights, Percent of Outstanding Stock | 4.99% | |||
Merger Financing [Member] | ||||
Convertible Debt Instrument, Amount, Issuable | $ 3 | |||
Subsequent Event [Member] | ||||
Merger Agreement, Valuation, Amount | $ 39 | |||
Subsequent Event [Member] | Series A-3 Preferred Stock [Member] | ||||
Stock Issued During Period, Shares, Conversion of Convertible Securities (in shares) | 952,000 | |||
Subsequent Event [Member] | Series A-4 Preferred Stock [Member] | ||||
Stock Issued During Period, Shares, Conversion of Convertible Securities (in shares) | 952,000 | |||
Subsequent Event [Member] | Cytocom [Member] | ||||
Business Acquisition, Equity Interest Issued or Issuable, Number of Shares (in shares) | 18,492,452 | |||
Business Acquisition, Percentage of Voting Interests Acquired | 54.00% | |||
Subsequent Event [Member] | Cytocom [Member] | Pre-merger Company Security Holders [Member] | ||||
Business Acquisition, Percentage of Voting Interests Acquired | 46.00% | |||
Subsequent Event [Member] | Old Cytocom [Member] | ||||
Merger Agreement, Valuation, Amount | $ 61 |