Cover Page
Cover Page | 12 Months Ended |
Dec. 31, 2021 | |
Document Information [Line Items] | |
Document Type | POS AM |
Amendment Flag | false |
Entity Registrant Name | SAB Biotherapeutics, Inc. |
Entity Central Index Key | 0001833214 |
Entity Filer Category | Non-accelerated Filer |
Entity Small Business | true |
Entity Emerging Growth Company | true |
Entity Ex Transition Period | false |
Condensed Consolidated Balance
Condensed Consolidated Balance Sheets - USD ($) | Dec. 31, 2021 | Dec. 31, 2020 |
Assets, Current [Abstract] | ||
Cash and cash equivalents | $ 33,206,712 | $ 12,610,383 |
Restricted cash | 6,338,306 | |
Accounts receivable, net | 8,010,708 | 20,569,497 |
Prepaid expenses | 864,513 | 1,275,134 |
Total current assets | 48,420,239 | 34,455,014 |
Operating lease right-of-use assets | 2,615,204 | 3,053,022 |
Financing lease right-of-use assets | 4,019,322 | 4,184,427 |
Equipment, net | 24,314,455 | 14,845,470 |
Total assets | 79,369,220 | 56,537,933 |
Liabilities, Current [Abstract] | ||
Accounts payable | 4,458,525 | 7,382,361 |
Forward share purchase liability | 6,338,306 | |
Notes payable – current portion | 25,013 | 538,731 |
Operating lease liabilities, current portion | 1,142,413 | 924,265 |
Finance lease liabilities, current portion | 161,050 | 194,717 |
Due to related party | 2,367 | 16,778 |
Deferred grant income | 100,000 | 100,000 |
Accrued expenses and other current liabilities | 12,455,888 | 1,904,878 |
Total current liabilities | 24,683,562 | 11,061,730 |
Operating lease liabilities, noncurrent | 1,653,185 | 2,372,777 |
Finance Lease, Liability, Noncurrent | 3,762,430 | 3,923,554 |
Warrant liabilities | 10,720,130 | |
Notes payable, noncurrent | 172,037 | |
Total liabilities | 40,819,307 | 17,530,098 |
Commitments and contingencies (Note 17) | ||
Stockholders' equity | ||
Preferred stock; $0.0001 par value; 10,000,000 shares authorized, 0 shares issued and and outstanding at December 31, 2021 and 2020 | ||
Common stock; $0.0001 par value; 490,000,000 shares authorized at December 31, 2021 and 2020; 43,487,279 and 25,973,406 shares issued and outstanding at December 31, 2021 and 2020, respectively | 4,349 | 2,598 |
Additional Paid in Capital | 67,674,515 | 50,989,657 |
Retained Earnings (Accumulated Deficit) | (29,128,951) | (11,984,420) |
Total stockholders' equity | 38,549,913 | 39,007,835 |
Total liabilities and stockholders' equity | $ 79,369,220 | $ 56,537,933 |
Condensed Consolidated Balanc_2
Condensed Consolidated Balance Sheets (Parenthetical) - $ / shares | Dec. 31, 2021 | Dec. 31, 2020 |
Preferred Stock, Par or Stated Value Per Share | $ 0.0001 | $ 0.0001 |
Preferred Stock, Shares Authorized | 10,000,000 | 10,000,000 |
Preferred Stock, Shares Issued | 0 | 0 |
Preferred Stock, Shares Outstanding | 0 | 0 |
Common Stock, Par or Stated Value Per Share | $ 0.0001 | $ 0.0001 |
Common Stock, Shares Authorized | 490,000,000 | 490,000,000 |
Common Stock, Shares, Issued | 43,487,279 | 25,973,406 |
Common Stock, Shares, Outstanding | 43,487,279 | 25,973,406 |
Condensed Consolidated Statemen
Condensed Consolidated Statements of Operations - USD ($) | 12 Months Ended | |
Dec. 31, 2021 | Dec. 31, 2020 | |
Revenues [Abstract] | ||
Revenue from Contract with Customer, Excluding Assessed Tax | $ 60,876,078 | $ 55,237,759 |
Operating Expenses [Abstract] | ||
Research and Development Expense | 57,183,589 | 27,908,659 |
General and Administrative Expense | 17,085,692 | 6,772,303 |
Total operating expenses | 74,269,281 | 34,680,962 |
(Loss) income from operations | (13,393,203) | 20,556,797 |
Changes in fair value of warrant liabilities | (4,151,068) | |
Gain on debt extinguishment of Paycheck Protection Program SBA Loan | 665,596 | |
Other income | 5,488 | 3,996 |
Interest expense | (294,459) | (469,151) |
Interest Income, Other | 23,115 | 26,131 |
Net (loss) income | $ (17,144,531) | $ 20,117,773 |
Earnings Per Share [Abstract] | ||
Earnings Per Share, Basic | $ (0.63) | $ 0.79 |
Earnings Per Share, Diluted | $ (0.63) | $ 0.74 |
Weighted Average Number of Shares Outstanding, Basic | 27,339,180 | 25,391,084 |
Weighted Average Number of Shares Outstanding, Diluted | 27,339,180 | 27,011,482 |
Grant Revenue [Member] | ||
Revenues [Abstract] | ||
Revenue from Contract with Customer, Excluding Assessed Tax | $ 60,876,078 | $ 55,237,759 |
Consolidated Statements of Chan
Consolidated Statements of Changes In Redeemable Preferred Stock and Stockholders' Equity (Deficit) - USD ($) | Total | Previously Reported [Member] | Retrospective Application of Reverse Recapitalization [Member] | Preferred Stock [Member]Series A-2A Redeemable Preferred Stock [Member]Previously Reported [Member] | Preferred Stock [Member]Series A-2A Redeemable Preferred Stock [Member]Retrospective Application of Reverse Recapitalization [Member] | Preferred Stock [Member]Series A Preferred Stock [Member]Previously Reported [Member] | Preferred Stock [Member]Series A Preferred Stock [Member]Retrospective Application of Reverse Recapitalization [Member] | Preferred Stock [Member]Series A-1 Preferred Stock [Member]Previously Reported [Member] | Preferred Stock [Member]Series A-1 Preferred Stock [Member]Retrospective Application of Reverse Recapitalization [Member] | Preferred Stock [Member]Series A-2 Preferred Stock [Member]Previously Reported [Member] | Preferred Stock [Member]Series A-2 Preferred Stock [Member]Retrospective Application of Reverse Recapitalization [Member] | Preferred Stock [Member]Series B Preferred Stock [Member]Previously Reported [Member] | Preferred Stock [Member]Series B Preferred Stock [Member]Retrospective Application of Reverse Recapitalization [Member] | Common Stock [Member] | Common Stock [Member]Previously Reported [Member] | Common Stock [Member]Retrospective Application of Reverse Recapitalization [Member] | Additional Paid-In Capital [Member] | Additional Paid-In Capital [Member]Previously Reported [Member] | Additional Paid-In Capital [Member]Retrospective Application of Reverse Recapitalization [Member] | Accumulated Deficit [Member] | Accumulated Deficit [Member]Previously Reported [Member] |
Beginning balance, value at Dec. 31, 2019 | $ 7,694,433 | $ (2,305,566) | $ 9,999,999 | $ 9,999,999 | $ (9,999,999) | $ 662 | $ (662) | $ 253 | $ (253) | $ 404 | $ (404) | $ 124 | $ (124) | $ 2,465 | $ 3,522 | $ (1,057) | $ 39,794,161 | $ 29,791,662 | $ 10,002,499 | $ (32,102,193) | $ (32,102,193) |
Beginning balance, shares at Dec. 31, 2019 | 3,333,333 | (3,333,333) | 6,615,000 | (6,615,000) | 2,525,800 | (2,525,800) | 4,039,963 | (4,039,963) | 1,236,786 | (1,236,786) | 24,645,551 | 35,216,000 | (10,570,449) | ||||||||
Stock Issued During Period, Value, New Issues | 9,900,206 | $ 133 | 9,900,073 | ||||||||||||||||||
Stock Issued During Period, Shares, New Issues | 1,327,855 | ||||||||||||||||||||
Adjustment to Additional Paid in Capital, Income Tax Effect from Share-based Compensation, Net | 1,295,423 | 1,295,423 | |||||||||||||||||||
Net Income (Loss) Attributable to Parent | 20,117,773 | 20,117,773 | |||||||||||||||||||
Ending balance, value at Dec. 31, 2020 | 39,007,835 | $ 2,598 | 50,989,657 | (11,984,420) | |||||||||||||||||
Ending balance, shares at Dec. 31, 2020 | 25,973,406 | ||||||||||||||||||||
Effect of Business Combination and recapitalization, net of redemptions and issuance costs | 7,603,834 | $ 701 | 7,603,133 | ||||||||||||||||||
Effect of Business Combination and recapitalization, net of redemptions and issuance costs, shares | 7,009,436 | ||||||||||||||||||||
Issuance of restricted stock, subject to forfeiture | 1,049 | $ 1,049 | 0 | ||||||||||||||||||
Issuance of restricted stock, subject to forfeiture, shares | 10,491,937 | ||||||||||||||||||||
Forward Share Purchase Agreement, partial settlement | 6,760,294 | 6,760,294 | |||||||||||||||||||
Adjustment to Additional Paid in Capital, Income Tax Effect from Share-based Compensation, Net | 2,314,682 | 2,314,682 | |||||||||||||||||||
Issuance of common for exercise of stock options | 6,750 | $ 1 | 6,749 | ||||||||||||||||||
Issuance of common stock for exercise of stock options, shares | 12,500 | ||||||||||||||||||||
Net Income (Loss) Attributable to Parent | (17,144,531) | (17,144,531) | |||||||||||||||||||
Ending balance, value at Dec. 31, 2021 | $ 38,549,913 | $ 4,349 | $ 67,674,515 | $ (29,128,951) | |||||||||||||||||
Ending balance, shares at Dec. 31, 2021 | 43,487,279 |
Consolidated Statements of Ch_2
Consolidated Statements of Changes In Redeemable Preferred Stock and Stockholders' Equity (Deficit) (Parenthetical) - USD ($) | 12 Months Ended | |
Dec. 31, 2021 | Dec. 31, 2020 | |
Issuance cost | $ 3,294,096 | $ 87,949 |
Consolidated Statements of Cash
Consolidated Statements of Cash Flows - USD ($) | 12 Months Ended | |
Dec. 31, 2021 | Dec. 31, 2020 | |
Net Cash Provided by (Used in) Operating Activities [Abstract] | ||
Net Income (Loss) Attributable to Parent | $ (17,144,531) | $ 20,117,773 |
Adjustments to Reconcile Net Income (Loss) to Cash Provided by (Used in) Operating Activities [Abstract] | ||
Gain on debt extinguishment of Paycheck Protection Program SBA Loan | (665,596) | |
Depreciation, Depletion and Amortization | 1,488,614 | 383,142 |
Amortization of right-of-use assets | 164,983 | 165,036 |
Share-based Payment Arrangement, Noncash Expense | 2,314,682 | 1,295,423 |
Gain on sale of equipment | (5,488) | (2,252) |
Change in fair value of warrant liabilities | 4,151,068 | |
Increase (Decrease) in Operating Capital [Abstract] | ||
Accounts receivable | 12,558,790 | (17,750,762) |
Prepaid expenses | 513,363 | (1,151,130) |
Right-of-use assets - operating lease | (63,626) | 215,122 |
Accounts payable | (2,935,521) | 5,211,593 |
Deferred income | 100,000 | |
Due to related party | (2,727) | 10,528 |
Accrued expense and other current liabilities | 3,384,573 | 1,410,322 |
Net cash provided by operating activities | 3,758,584 | 10,004,795 |
Net Cash Provided by (Used in) Investing Activities [Abstract] | ||
Proceeds from Sale of Property, Plant, and Equipment | 9,000 | |
Purchases of equipment | (10,943,657) | (12,731,702) |
Net cash used in investing activities | (10,943,657) | (12,722,702) |
Net Cash Provided by (Used in) Financing Activities [Abstract] | ||
Proceeds from Business Combination, net of transaction costs | 34,340,225 | |
Proceeds from the sale of stock, net of issuance costs | 9,900,206 | |
Proceeds from Paycheck Protection Program SBA Loan | 661,612 | |
Payments on related party notes payable | (1,364,644) | |
Payments of notes payable | (24,143) | (32,506) |
Principal payments on finance leases | (203,124) | (182,347) |
Proceeds from exercise of stock options | 6,750 | |
Net cash provided by financing activities | 34,119,708 | 8,982,321 |
Net increase in cash, cash equivalents, and restricted cash | 26,934,635 | 6,264,414 |
Cash and cash equivalents | ||
Beginning of year | 12,610,383 | 6,345,969 |
End of year | 39,545,018 | 12,610,383 |
Supplemental Cash Flow Information [Abstract] | ||
Interest Paid, Excluding Capitalized Interest, Operating Activities | 294,459 | 469,151 |
Noncash Investing and Financing Items [Abstract] | ||
Right-of-Use Asset Obtained in Exchange for Operating Lease Liability | 505,187 | $ 1,773,135 |
Warrant liabilities assumed related to the Business Combination | 6,569,062 | |
Liabilities assumed related to the Forward Share Purchase Agreement | 6,338,306 | |
Financing fee liabilities assumed related to the Business Combination included in accrued expense and other current liabilities | 3,100,000 | |
Unpaid financing fees included in accrued expense and other current liabilities | $ 2,000,000 |
Nature of Business
Nature of Business | 12 Months Ended |
Dec. 31, 2021 | |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | |
Nature of Business | (1) Nature of Business On October 22, 2021 (the “Closing Date”), we consummated the business combination contemplated by the agreement and plan of merger, dated as of June 21, 2021, as amended on August 12, 2021, made by and among Big Cypress Acquisition Corp., a Delaware corporation (“BCYP”), Big Cypress Merger Sub Inc., a Delaware corporation (“Merger Sub”), SAB Biotherapeutics, Inc., a Delaware corporation (“SAB” or the “Company”), and Shareholder Representative Services LLC, a Colorado limited liability company, solely in its capacity as the representative, agent and attorney-in-fact SAB Biotherapeutics, Inc. is a clinical-stage biopharmaceutical company focused on the development and commercialization of a portfolio of products from its proprietary immunotherapy platform to produce fully targeted human polyclonal antibodies, without using human plasma or serum. SAB’s novel DiversitAb platform enables the rapid production of large amounts of targeted human polyclonal antibodies, leveraging transchromosomic cattle (Tc Bovine ™ The COVID-19 COVID-19 |
Summary of Significant Accounti
Summary of Significant Accounting Policies | 12 Months Ended |
Dec. 31, 2021 | |
Accounting Policies [Abstract] | |
Significant Accounting Policies [Text Block] | (2) Summary of Significant Accounting Policies A summary of the significant accounting policies applied in preparation of the accompanying consolidated financial statements is set forth below. Basis of presentation The financial statements have been prepared in conformity with U.S. Generally Accepted Accounting Principles (“GAAP”) and include all adjustments necessary for the fair presentation of the Company’s financial position for the years presented. The Business Combination was accounted for as a reverse recapitalization in accordance with U.S. GAAP (the “Reverse Recapitalization”). Under this method of accounting, BCYP is treated as the “acquired” company and SAB Biotherapeutics is treated as the acquirer for financial reporting purposes. Accordingly, for accounting purposes, the Reverse Recapitalization was treated as the equivalent of SAB Biotherapeutics issuing stock for the net assets of BCYP, accompanied by a recapitalization. The net assets of BCYP are stated at historical cost, with no goodwill or other intangible assets recorded. SAB Biotherapeutics was determined to be the accounting acquirer based on the following predominant factors: • SAB Biotherapeutics’ shareholders have the largest portion of voting rights in the Company; • the Board and Management are primarily composed of individuals associated with SAB Biotherapeutics; • the operations of SAB comprise the ongoing operations of the Company. The consolidated assets, liabilities and results of operations prior to the Reverse Recapitalization are those of SAB Biotherapeutics. At the Closing Date, and subject to the terms and conditions of the Merger Agreement, each share of SAB Biotherapeutics common stock, par value $0.0001 per share, and each share of the SAB Biotherapeutics convertible preferred stock that was convertible into a share of SAB Biotherapeutics common stock at a one-to-one Emerging growth company status The Company is an “emerging growth company,” as defined in Section 2(a) of the Securities Act, as modified by the Jumpstart our Business Startups Act of 2012, (the “JOBS Act”), and it may take advantage of certain exemptions from various reporting requirements that are applicable to other public companies that are not emerging growth companies including, but not limited to, not being required to comply with the auditor attestation requirements of Section 404 of the Sarbanes-Oxley Act, reduced disclosure obligations regarding executive compensation in its periodic reports and proxy statements, and exemptions from the requirements of holding a nonbinding advisory vote on executive compensation and stockholder approval of any golden parachute payments not previously approved. Further, Section 102(b)(1) of the JOBS Act exempts emerging growth companies from being required to comply with new or revised financial accounting standards until private companies (that is, those that have not had a Securities Act registration statement declared effective or do not have a class of securities registered under the Exchange Act) are required to comply with the new or revised financial accounting standards. The JOBS Act provides that a company can elect to opt out of the extended transition period and comply with the requirements that apply to non-emerging Principles of consolidation The accompanying consolidated financial statements include the results of the Company and its wholly owned subsidiaries, SAB Capra, LLC and Aurochs, LLC. Intercompany balances and transactions have been eliminated in consolidation. Significant risks and uncertainties The Company’s operations are subject to a number of factors that can affect its operating results and financial condition. Such factors include, but are not limited to, the results of research and development efforts, clinical trial activities of the Company’s product candidates, the Company’s ability to obtain regulatory approval to market its product candidates, competition from products manufactured and sold or being developed by other companies, and the Company’s ability to raise capital. The Company currently has no commercially approved products and there can be no assurance that the Company’s research and development will be successfully commercialized. Developing and commercializing a product requires significant time and capital and is subject to regulatory review and approval as well as competition from other biotechnology and pharmaceutical companies. The Company operates in an environment of rapid change and is dependent upon the continued services of its employees and obtaining and protecting intellectual property. Funding from government grants is not guaranteed to cover all costs, and additional funding may be needed to cover operational costs as the Company moves forward to with our efforts to develop a commercially approved product. Use of estimates The preparation of financial statements in conformity with U.S. GAAP requires management to make estimates and assumptions that affect the reported amounts of assets, liabilities, revenue and expenses and the disclosure of contingent assets and liabilities in the financial statements. The Company has used significant estimates in its determination of stock-based compensation assumptions, determination of the fair value of the Company’s common stock, determination of the fair value of the Private Placement Warrant liabilities, determination of the incremental borrowing rate (“IBR”) used in the calculation of the Company’s right of use assets and lease liabilities, and the valuation allowance on deferred tax assets. Actual amounts realized may differ from these estimates. Cash, cash equivalents, and restricted cash Cash equivalents include short-term, highly liquid instruments, consisting of money market accounts and short-term investments with original maturities at the date of purchase of 90 days or less. Amounts held in escrow by the Company pursuant to the Forward Share Purchase Agreement were reported as restricted cash on the consolidated balance sheet as of December 31, 2021. The reconciliation of cash, cash equivalents, and restricted cash as of the years ended December 31, 2021 and 2020 was as follows: December 31, December 31, Cash and cash equivalents $ 33,206,712 $ 12,610,383 Restricted cash 6,338,306 — Total cash, cash equivalents, and restricted cash shown in the statement of cash flows $ 39,545,018 $ 12,610,383 Accounts receivable Accounts receivable are carried at original invoice amount, less an allowance for doubtful accounts. The Company estimates an allowance for doubtful accounts for potential credit losses that are expected to be incurred, based on management’s assessment of the collectability of specific accounts, the aging of the accounts receivable, historical information and other currently available evidence. Receivables are written off when deemed uncollectible. To date, no receivables have been written off. The Company had no allowance for doubtful accounts as of December 31, 2021 and 2020. Concentration of credit risk The Company maintains its cash and cash equivalent balances in the form of business checking accounts and money market accounts, the balances of which, at times, may exceed federally insured limits. Exposure to credit risk is reduced by placing such deposits in high credit quality federally insured financial institutions. The Company received 100% and approximately 96% of its total revenue through grants from government organizations during the years ended December 31, 2021 and 2020, respectively, and 0% and approximately 4% of its total revenue through a grant from a non-government Lease liabilities and right-of-use The Company is party to certain contractual arrangements for equipment, lab space, and an animal facility, which meet the definition of leases under Financial Accounting Standards Board (“FASB”) Accounting Standards Codification (“ASC”) Topic 842, Leases right-of-use right-of-use Research and development expenses Expenses incurred in connection with research and development activities are expensed as incurred. These include licensing fees to use certain technology in the Company’s research and development projects, fees paid to consultants and various entities that perform certain research and testing on behalf of the Company, and expenses related to salaries, benefits, and stock-based compensation granted to employees in research and development functions. During the years ended December 31, 2021 and 2020, the Company had contracts with multiple contract research organizations (“CRO”) to complete studies as part of research grant agreements. In the case of SAB-185, SAB-176, SAB-176. Equipment The Company records equipment at cost less depreciation. Depreciation is calculated using straight-line methods over the following estimated useful lives: Animal facility equipment 7 years Laboratory equipment 7 years Leasehold improvements Shorter of asset life or lease term Office furniture & equipment 5 years Vehicles 5 years Repairs and maintenance expenses are expensed as incurred. Impairment of long-lived assets The Company reviews the recoverability of long-lived assets, including the related useful lives, whenever events or changes in circumstances indicate that the carrying amount of a long-lived asset may not be recoverable. If necessary, the Company compares the estimated undiscounted future net cash flows to the related asset’s carrying value to determine whether there has been an impairment. If an asset is considered impaired, the asset is written down to fair value, which is based either on discounted cash flows or appraised values in the period the impairment becomes known. The Company believes that long-lived assets are recoverable, and no impairment was deemed necessary, during the years ended December 31, 2021 and 2020. Stock-based compensation FASB ASC Topic 718, Compensation — Stock Compensation non-employee non-employee Subsequent to the Business Combination, the board of directors elected to determine the fair value of our post-merger common stock based on the closing market price at closing on the date of grant. In determining the fair value of stock-based awards, the Company utilizes the Black-Scholes option-pricing model, which uses both historical and current market data to estimate fair value. The Black-Scholes option-pricing model incorporates various assumptions, such as the value of the underlying common stock, the risk-free interest rate, expected volatility, expected dividend yield and expected life of the options. For awards with performance-based vesting criteria, the Company estimates the probability of achievement of the performance criteria and recognizes compensation expense related to those awards expected to vest. No awards may have a term in excess of ten years. Forfeitures are recorded when they occur. Stock-based compensation expense is classified in the consolidated statements of operations based on the function to which the related services are provided. The company recognizes stock-based compensation expense over the expected term. Income taxes Deferred income taxes reflect future tax effects of temporary differences between the tax and financial reporting basis of the Company’s assets and liabilities measured using enacted tax laws and statutory tax rates applicable to the periods when the temporary differences will affect taxable income. When necessary, deferred tax assets are reduced by a valuation allowance, to reflect realizable value, and all deferred tax balances are reported as long-term on the consolidated balance sheet. Accruals are maintained for uncertain tax positions, as necessary. The Company uses a recognition threshold and measurement attribute for the financial statement recognition and measurement of a tax position taken, or expected to be taken, in a tax return. The Company has elected to treat interest and penalties related to income taxes, to the extent they arise, as a component of income taxes. Revenue recognition The Company’s revenue is primarily generated through grants from government and other (non-government) Grant revenue is recognized during the period that the research and development services occur, as qualifying expenses are incurred or conditions of the grants are met. The Company concluded that payments received under these grants represent conditional, nonreciprocal contributions, as described in ASC 958, Not-for-Profit Revenue from Contracts with Customers Comprehensive income (loss) The Company had no items of comprehensive income (loss) other than its net income (loss). Litigation From time to time, the Company is involved in legal proceedings, investigations and claims generally incidental to its normal business activities. In accordance with U.S. GAAP, the Company accrues for loss contingencies when it is probable that a liability has been incurred and the amount of the loss can be reasonably estimated. Legal costs in connection with loss contingencies are expensed as incurred. Earnings per share On the Closing Date, the Company completed the Business Combination with BCYP, whereby the Company received 36,465,343 shares in exchange for all of its share capital. The effect of the Business Combination was reflected retroactively to January 1, 2020 and will be utilized for the calculation of earnings per share in all prior periods. The per share amounts have been updated to show the effect of the Exchange Ratio on earnings per share as if the exchange occurred at the beginning of both years for the consolidated financial statements of the Company. The impact of the stock exchange is also shown on the Company’s statements of changes in redeemable preferred stock and stockholders’ equity (deficit). In accordance with ASC 260, Earnings per Share Segment reporting In accordance with ASC 280, Segment Reporting Common stock valuations Prior to the Business Combination, the Company was required to periodically estimate the fair value of its common stock with the assistance of an independent third-party valuation firm, as discussed above, when issuing stock options and computing estimated stock-based compensation expense. The assumptions underlying these valuations represented the Company’s best estimates, which involved inherent uncertainties and the application of significant levels of judgment. In order to determine the fair value of its common stock, the Company considered, among other items, previous transactions involving the sale of our securities, our business, financial condition and results of operations, economic and industry trends, the market performance of comparable publicly traded companies, and the lack of marketability of our common stock. Subsequent to the Business Combination, the Company now determines the fair value of common stock based on the closing market price at closing on the date of grant. Compensation expense related to stock-based transactions is measured and recognized in the financial statements at fair value of the post-merger common stock based on the closing market price at closing on the date of grant. Stock-based compensation expense is measured at the grant date based on the fair value of the equity award and is recognized as expense over the requisite service period, which is generally the vesting period, on the straight-line method. The Company estimates the fair value of each stock option award on the date of grant using the Black-Scholes option-pricing model. Determining the fair value of stock option awards at the grant date requires judgment, including estimating the expected volatility, expected term, risk-free interest rate, and expected dividends. |
New Accounting Standards
New Accounting Standards | 12 Months Ended |
Dec. 31, 2021 | |
New Accounting Standards | |
New Accounting Standards | (3) New accounting standards Recently-adopted standards In December 2019, the FASB issued Accounting Standards Update (“ASU”) 2019-12, Income Taxes (Topic 740): Simplifying the Accounting for Income Taxes Income Taxes In August 2020, the FASB issued ASU 2020-06, Debt—Debt with Conversion and Other Options (Subtopic 470-20) 815-40): |
Reverse Recapitalization and Bu
Reverse Recapitalization and Business Combination | 12 Months Ended |
Dec. 31, 2021 | |
Business Combination and Asset Acquisition [Abstract] | |
Reverse Recapitalization and Business Combination | (4) Reverse Recapitalization and Business Combination On the Closing Date, BCYP closed the Business Combination with SAB Biotherapeutics, as a result of which SAB Biotherapeutics became a wholly-owned subsidiary of BCYP. While BCYP was the legal acquirer of SAB Biotherapeutics in the Business Combination, for accounting purposes, the Business Combination is treated as a Reverse Recapitalization. SAB Biotherapeutics is treated as the accounting acquirer with historical financial statements of SAB Biotherapeutics becoming the historic financial statements of BCYP (renamed SAB Biotherapeutics, Inc.) upon consummation of the Business Combination. Under this method of accounting, BCYP is treated as the “acquired” company and SAB Biotherapeutics is treated as the acquirer for financial reporting purposes. For accounting reporting purposes, the Business Combination was treated as the equivalent of SAB Biotherapeutics issuing stock for the net assets of BCYP, accompanied by a recapitalization. The net assets of BCYP were stated at historical cost, with no goodwill or other intangible assets recorded. Pursuant to the Business Combination Agreement, the aggregate consideration payable to stockholders of SAB Biotherapeutics at the Closing Date consisted of 36,465,343 shares of New SAB Biotherapeutics common stock, par value $0.0001 per share (“Common Stock”). Each option of SAB Biotherapeutics that was outstanding and unexercised immediately prior to the Effective Time (whether vested or unvested) was assumed by BCYP and converted into an option to acquire an adjusted number of shares of Common Stock at an adjusted exercise price per share, in each case, pursuant to the terms of the Business Combination Agreement (the “Rollover Options”). Additionally, the Business Combination Agreement included an earnout provision whereby the shareholders of SAB Biotherapeutics shall be entitled to receive additional consideration (“Earnout Shares”) if the Company meets certain Volume Weighted Average Price (“VWAP”) thresholds, or a change in control with a per share price exceeding the VWAP thresholds within a five-year period immediately following the Closing. The Earnout Shares shall be released in four equal increments as follows: (i) 25% of the Earnout Shares shall be released if, at any time during the five (5)-year period immediately following the Closing Date, the VWAP of the Company’s publicly traded common stock is greater than or equal to $15.00 for any twenty (20) trading days within a period of thirty (30) consecutive trading days (the “First Earnout”). (ii) 25% of the Earnout Shares shall be released if, at any time during the five (5)-year period immediately following the Closing Date, the VWAP of the Company’s publicly traded common stock is greater than or equal to $20.00 for any twenty (20) trading days within a period of thirty (30) consecutive trading days (the “Second Earnout”). (iii) 25% of the Earnout Shares shall be released if, at any time during the five (5)-year period immediately following the Closing Date, the VWAP of the Company’s publicly traded common stock is greater than or equal to $25.00 for any twenty (20) trading days within a period of thirty (30) consecutive trading days (the “Third Earnout”). (iv) 25% of the Earnout Shares shall be released if, at any time during the five (5)-year period immediately following the Closing Date, the VWAP of the Company’s publicly traded common stock is greater than or equal to $30.00 for any twenty (20) trading days within a period of thirty (30) consecutive trading days (the “Fourth Earnout” and together with the First Earnout, the Second Earnout and the Third Earnout, the “Earnouts”). At the Effective Time, each outstanding share of SAB Biotherapeutics common stock, including shares of SAB Biotherapeutics common stock resulting from the conversion of outstanding shares of SAB Biotherapeutics preferred stock (as calculated pursuant to the SAB Biotherapeutics certificate of incorporation), immediately prior to the Effective Time, was converted into the right to receive a pro rata portion of the total consideration and the contingent right to receive a pro rata portion of the Earnout Shares. Pursuant to the terms of the Business Combination Agreement, SAB Biotherapeutics’ securityholders (including vested option holders) who own SAB Biotherapeutics securities immediately prior to the Closing Date will have the contingent right to receive their pro rata portion of (i) an aggregate of 12,000,000 shares of Common Stock (“Earnout Shares”), of which 1,508,063 are contingently issuable based upon future satisfaction of the aforementioned VWAP thresholds. The remaining 10,491,937 are legally issued and outstanding, if the Company does not meet the above VWAP thresholds, or a change in control with a per share price below the VWAP thresholds occurs within a five-year period immediately following the Closing Date, the shares will be returned to the Company. The Earnout Shares are indexed to our equity and meet the criteria for equity classification. On the Closing Date, the fair value of the 12,000,000 Earnout Shares was $101.3 million. We reflected the Earnout Shares in the consolidated balance sheet at December 31, 2021 as a stock dividend by reducing additional paid-in paid-in Preceding the Business Combination, on October 12, 2021, BCYP entered into a Forward Share Purchase Agreement (the “Forward Share Purchase Agreement”) with Radcliffe SPAC Master Fund, L.P., a Cayman Islands exempted limited partnership (“Radcliffe”). Under the Forward Share Purchase Agreement, Radcliffe shall sell and transfer to BCYP, and BCYP shall purchase from Radcliffe, up to 1,390,000 shares of common stock owned by Radcliffe at the closing of the Business Combination at a per Share price (the “Purchase Price”) equal to $10.10 per share (the “Market Sales Price”). Further, BCYP shall purchase the remaining shares held by Radcliffe not sold in the open market in excess of the Market Sales Price at the later of (a) the 90 th th Pursuant to the treatment of the Business Combination as a reverse recapitalization, SAB Biotherapeutics assumed the liability position as it existed as of the Effective Time. The net assets of the acquired entity were adjusted to include a forward share purchase liability of $13,098,599. In connection with the Business Combination, an amount matching the assumed forward share purchase liability was transferred into escrow, pending final settlement of the Forward Share Purchase Agreement in January 2022. Given the short-term nature of the Forward Share Purchase Agreement, the Company did not present value the forward share purchase liability. Subsequent settlements whereby Radcliffe sold shares in the open market in excess of the Market Sales Price were treated as a reduction in the assumed forward share purchase liability, with an offsetting increase in equity of the Company. Prior to December 31, 2021, a portion of the forward share purchase liability was settled. As of December 31, 2021, the forward share purchase liability balance was $6,338,306 on the consolidated balance sheet. The following table reconciles the elements of the Business Combination to the consolidated statement of cash flows for the year ended December 31, 2021: Recapitalization Cash – BCYP trust and cash, net of redemptions $ 22,535,723 Plus: restricted cash – Forward Share Purchase Agreement 13,098,599 Less: cash transaction costs allocated to the Company’s equity (1,294,097 ) Total $ 34,340,225 The following table reconciles the elements of the Business Combination to the consolidated statement of changes in redeemable preferred stock and stockholders’ equity (deficit) for the year ended December 31, 2021: Recapitalization Cash – BCYP trust and cash, net of redemptions $ 22,535,723 Plus: restricted cash – Forward Share Purchase Agreement 13,098,599 Less: non-cash (5,067,682 ) Less: forward share purchase liability assumed from BCYP (13,098,599 ) Less: fair value of redeemable warrants (6,569,062 ) Less: transaction costs allocated to the Company’s equity (3,294,096 ) Total $ 7,604,883 The following table details the number of shares of common stock issued immediately following the consummation of the Business Combination: Shares Common stock, reedeemable and outstanding prior to Business Combination 11,500,000 Less: redemption of BCYP shares (8,030,289 ) Common stock of BCYP 3,469,711 BCYP Founder and private shares 3,292,200 Shares issued for services 247,525 Total BCYP shares 7,009,436 SAB Biotherapeutics, Inc and subsidiaries shareholders 36,465,343 Total shares of common stock immediately after Business Combination 43,474,779 The following table details the allocated assets acquired and liabilities assumed as follows: Assets Acquired BCYP trust and cash, net of redemptions $ 22,535,723 Restricted cash – Forward Share Purchase Agreement 13,098,599 Other assets 102,742 Assets acquired $ 35,737,064 Liabilities Assumed Forward share purchase liability $ 13,098,599 Fair value of redeemable warrants 6,569,062 Other liabilities and accrued expenses 5,170,424 Liabilities assumed 24,838,085 Net Assets Acquired $ 10,898,979 |
Revenue
Revenue | 12 Months Ended |
Dec. 31, 2021 | |
Revenue from Contract with Customer [Abstract] | |
Revenue | (5) Revenue During the years ended December 31, 2021 and 2020, the Company worked on the following grants: Government grants The total revenue for government grants was approximately $60.9 million and $52.8 million respectively, for the years ended December 31, 2021 and 2020. National Institute of Health — National Institute of Allergy and Infectious Disease (“NIH-NIAID”) NIH-NIAID #1R41AI131823-02) NIH-NIAID #1R01AI132313-01, #S-10511-01) Department of Defense, Joint Program Executive Office for Chemical, Biological, Radiological and Nuclear Defense Enabling Biotechnologies (“JPEO”) through Advanced Technology International — this grant was for a potential of $25 million, awarded in stages starting in August 2019 and with potential stages running through February 2023. Additional contract modifications were added to this contract in 2020 and 2021 for work on a COVID therapeutic, bringing the contract total to $204 million. For the years ended December 31, 2021 and 2020, there was approximately $60.2 million and $52.1 million, respectively, in grant income recognized from this grant. There is approximately $89.2 million in funding remaining for this grant as of December 31, 2021. The grants for the JPEO contract are cost reimbursement agreements, with reimbursement of our direct research and development expense (labor and consumables) with an overhead charge (based on actual, reviewed quarterly) and a fixed fee (9%). However, a portion of the funding ($12 million in 2020) from this contract was for capacity building, including funding for equipment and facilities. A majority of this was for a 200L purification suite and two production barns, which are in locations that are currently leased by the corporation. While the government and the Company have agreed to negotiate in good faith to afford government access to this equipment, the Company is allowed to use this equipment for any project. As a majority of the value is in leasehold improvements (and therefore cannot be returned to the government), the corporation is treating the assets as company owned, and recognized the proceeds from the reimbursement as revenue. Therefore, revenue significantly exceeded research and development expenses, as there were no research and development expenses to offset the $12 million in revenue. Other grants (non-government) The total revenue for other grants (non-government) CSL Behring — there were three contracts for a combined $2.4 million that were started and completed in 2020. These contracts were related to research and development for a COVID-19 |
Earnings per share
Earnings per share | 12 Months Ended |
Dec. 31, 2021 | |
Earnings Per Share [Abstract] | |
Earnings Per Share [Text Block] | (6) Earnings per share On the Closing Date, the Company completed the Business Combination with BCYP, whereby the Company received 36,465,343 shares in exchange for all of its share capital. The effect of the Business Combination was recast to reflect the Exchange Ratio to January 1, 2020, and will be utilized for the calculation of earnings per share in all prior periods. The per share amounts have been updated to show the effect of the exchange on earnings per share as if the exchange occurred at the beginning of both years for the annual financial statements of the Company. The impact of the stock exchange is also shown on the Company’s consolidated statements of changes in redeemable preferred stock and stockholders’ equity (deficit). Since the Company reported a net loss for the year ended December 31, 2021, it was required by ASC 260 to use basic weighted-average shares outstanding when calculating diluted net loss per share for the year ended December 31, 2021, as the potential dilutive securities are anti-dilutive. Year Ended Calculation of basic and diluted EPS attributable to the Company’s shareholders Net loss attributable to the Company’s shareholders $ (17,144,531 ) Weighted-average common shares outstanding – basic and diluted 27,339,180 Net loss per common share, basic and diluted $ (0.63 ) The shares in the table below were excluded from the calculation of diluted net loss per share due to their anti-dilutive effect: Year Ended Stock options 3,724,957 Common stock warrants 5,958,600 Earnout shares (1) 10,491,937 Contingently issuable earnout shares from unexercised Rollover Options 1,508,063 Total 21,683,557 (1) As the Earnout shares are subject to certain vesting requirements not satisfied as of the year ended December 31, 2021, the Earnout Shares held in escrow are excluded from calculating both basic and diluted earnings per share. The following is a reconciliation of the numerator and denominator used to calculate basic earnings per share and diluted earnings per share for the year ended December 31, 2020: Year Ended Calculation of basic EPS attributable to the Company’s shareholders Net income attributable to the Company’s shareholders $ 20,117,773 Weighted-average common shares outstanding – basic 25,391,084 Net earnings per share, basic $ 0.79 Calculation of diluted EPS attributable to the Company’s shareholders Net income attributable to the Company’s shareholders $ 20,117,773 Weighted-average common shares outstanding – diluted 27,011,482 Net earnings per share, diluted $ 0.74 The following table reconciles the weighted-average common shares outstanding used in the calculation of basic earnings per share (“EPS”) to the weighted-average common shares outstanding used in the calculation of diluted EPS for the year ended December 31, 2020: Year Ended Weighted-average common shares outstanding – basic 25,391,084 Stock options 1,620,398 Total 27,011,482 |
Equipment
Equipment | 12 Months Ended |
Dec. 31, 2021 | |
Property, Plant and Equipment [Abstract] | |
Property, Plant and Equipment Disclosure [Text Block] | (7) Equipment As of December 31, 2021 and 2020, the Company’s equipment was as follows: 2021 2020 Laboratory equipment $ 7,431,988 $ 5,205,346 Animal facility 8,357,667 3,371,125 Animal facility equipment 1,253,879 1,003,629 Construction-in-progress 4,608,778 6,729,673 Leasehold improvements 5,700,364 185,971 Vehicles 135,593 96,693 Office furniture and equipment 46,202 20,219 Less: accumulated depreciation and amortization 3,220,016 1,767,186 Property, plant and equipment net $ 24,314,455 $ 14,845,470 Depreciation and amortization expense for the years ended December 31, 2021 and 2020 was $1,488,614 and $383,142, respectively. All tangible personal property with a useful life of at least three years and a unit acquisition cost of $5,000 or more will be capitalized and depreciated over its useful life using the straight-line method of depreciation. The Company will expense the full acquisition cost of tangible personal property below these thresholds in the year of purchase. The basis of accounting for depreciable fixed assets is acquisition cost and any additional expenditures required to make the asset ready for use. The carrying amount at the balance sheet date of long-lived assets under construction-in-progress The Company has several ongoing construction projects related to the expansion of its operating capacity. As of December 31, 2021 and 2020, the Company’s construction-in-progress 2021 2020 200L commercial facility $ — $ 4,148,113 200L commercial facility equipment — 486,381 New animal barn (#6) — 1,551,167 New office space (at Headquarters) 11,183 477,907 Laboratory space at Headquarters 2,506,482 — Lab equipment at Headquarters 246,801 — IT equipment for new office space 212,209 — Software 137,811 — Bioreactors 1,280,728 — Other 213,564 66,105 Total construction-in-progress $ 4,608,778 $ 6,729,673 The Bioreactors, the laboratory space and equipment at Headquarters were placed into service at the end of March 2022. |
Leases
Leases | 12 Months Ended |
Dec. 31, 2021 | |
Leases [Abstract] | |
Leases | (8) Leases The Company has an operating lease for lab space from Sanford Health (a related party), under a lease that started in June 2014 and ran through June 2019, at which time the lease was amended to run through August 2024. This lease can be terminated with one year advance written notice. The lease is for $66,993 per month. The operating lease does not include an option to extend beyond the life of the current term. The lease does not provide an implicit rate, and, therefore, the Company used an IBR of 4.54% as the discount rate when measuring the operating lease liability. The Company estimated the incremental borrowing rate based upon comparing interest rates available in the market for similar borrowings and the credit quality of the Company. The Company entered into a lease for office, laboratory, and warehouse space in November 2020. This lease has a 3-year The Company entered into a lease for barn space for the housing of goats in April 2020. This lease has a 2-year one-year The Company has the following finance leases: • In December 2018, the Company entered into a finance lease with Dakota Ag Properties for a new animal facility which includes the surrounding land. The facility and the land have been accounted for as separate lease components. The lease is based upon payback of $4,000,000 in construction costs, with a 20-year • In December 2018, the Company entered into an equipment lease for a 12,000-gallon • In July 2018, the Company entered into a lease agreement with a bank, for a Ruby Cell Analyzer. The lease agreement is for a five-year term. The monthly payment for this lease is $807. The Company has the option to purchase the asset at the end of the lease for $1. • In March 2019, the Company entered into two lease agreements for laboratory equipment. The leases are each for a 3-year The lease agreements do not require material variable lease payments, residual value guarantees or restrictive covenants. The amortizable lives of the operating lease assets are limited by their expected lease terms. The amortizable lives of the finance lease assets are limited by their expected lives, as the Company intends to exercise the purchase options at the end of the leases. The following is the estimated useful lives of the finance lease assets: Animal Facility 40 years Equipment 3–7 years Land Indefinite The Company’s weighted-average remaining lease term and weighted-average discount rate for operating and finance leases as of December 31, 2021 are: Operating Finance Weighted-average remaining lease term 2.44 years 16.80 years Weighted-average discount rate 4.58 % 7.71 % The table below reconciles the undiscounted future minimum lease payments under non-cancelable Operating Finance 2022 $ 1,240,333 $ 444,928 2023 1,169,559 406,339 2024 535,943 401,496 2025 — 401,496 2026 — 401,496 Thereafter — 4,784,494 Undiscounted future minimum lease payments 2,945,835 6,840,249 Less: Amount representing interest payments (150,237 ) (2,916,769 ) Total lease liabilities 2,795,598 3,923,480 Less current portion (1,142,413 ) (161,050 ) Noncurrent lease liabilities $ 1,653,185 $ 3,762,430 Operating lease expense was approximately $1,083,000 and $710,000, respectively, for the years ended December 31, 2021 and 2020. Operating lease costs are included within research and development expenses on the consolidated statements of operations. Finance lease costs for the years ended December 31, 2021 and 2020 included approximately $165,000 and $165,000, respectively, in right-of-use Cash payments under operating and finance leases were approximately $1,147,000 and $491,000 , respectively, for the year ended December 31, 2021. Cash payments under operating and finance leases were approximately $564,000 and $491,000, respectively, for the year ended December 31, 2020. |
Accrued Expenses and Other Curr
Accrued Expenses and Other Current Liabilities | 12 Months Ended |
Dec. 31, 2021 | |
Payables and Accruals [Abstract] | |
Accounts Payable, Accrued Liabilities, and Other Liabilities Disclosure, Current [Text Block] | (9) Accrued Expenses and Other Current Liabilities As of December 31, 2021 and 2020, accrued expenses and other current liabilities consisted of the following: 2021 2020 Accrued vacation $ 552,629 $ 438,936 Accrued payroll 674,858 314,451 Accrued construction-in-progress 548,988 637,776 Accrued supplies 709,027 301,989 Accrued consulting 179,082 120,744 Accrued clinical trial expense 423,634 — Accrued outside laboratory services 128,752 — Accrued bonus & severance 1,804,288 — Accrued contract manufacturing 1,000,824 — Accrued legal 833,646 — Accrued financing fees payable 5,100,000 — Accrued franchise tax payable 216,251 — Other accrued expenses 283,909 90,982 $ 12,455,888 $ 1,904,878 |
Notes Payable
Notes Payable | 12 Months Ended |
Dec. 31, 2021 | |
Debt Disclosure [Abstract] | |
Debt Disclosure [Text Block] | (10) Notes Payable As of December 31, 2021 and 2020, notes payable was as follows: 2021 2020 Tractor loan $ 25,013 $ 49,156 PPP loan — 661,612 Total notes payable 25,013 710,768 Less: notes payable – current portion 25,013 538,731 Notes payable, noncurrent $ — $ 172,037 On November 15, 2017, the Company entered into a loan agreement with a bank, for the financing of an ultrasound machine for $18,997. The agreement was for a four-year term, with monthly payments of $440. The note payable was paid off in full in September 2020. In December 2017, the Company entered into a loan agreement for the purchase of a tractor for $116,661 at a 3.6% interest rate. The loan included annual payments of $25,913 for the next five years starting in December 2018. The tractor loan balance as of December 31, 2021 and 2020 was $25,013 and $49,156, respectively. The total amount of the remaining loan balance is due in full in 2022. On March 27, 2020, President Trump signed into law the “Coronavirus Aid, Relief and Economic Security Act (“CARES Act”). In April 2020, the Company entered into a loan agreement (the “PPP Loan”) with First Premier Bank under the Paycheck Protection Program (the “PPP”), which is part of the CARES Act administered by the United States Small Business Administration (“SBA”). As part of the application for these funds, the Company, in good faith, certified that the current economic uncertainty made the loan request necessary to support the ongoing operations of the Company. The certification further requires the Company to take into account its current business activity and its ability to access other sources of liquidity sufficient to support ongoing operations in a manner that is not significantly detrimental to the business. Under the PPP, the Company received proceeds of approximately $661,612. In accordance with the requirements of the PPP, the Company utilized the proceeds from the PPP Loan primarily for payroll costs. The PPP Loan has a 1.00% interest rate per annum, matures in April 2022 and is subject to the terms and conditions applicable to loans administered by the SBA under the PPP. Under the terms of PPP, all or certain amounts of the PPP Loan may be forgiven if they are used for qualifying expenses, as described in the CARES Act. The Company recorded the entire amount of the PPP Loan as debt. In February 2021, the Company submitted a forgiveness application related to its PPP Loan. In March 2021, the SBA approved the forgiveness of the PPP Loan, plus accrued interest. We recorded a gain on extinguishment of PPP Loan of $665,596 for the forgiveness of the PPP Loan and accrued interest within gain on debt extinguishment of Paycheck Protection Program SBA Loan on the consolidated statement of operations for the year ended December 31, 2021. Note payable, related party On February 24, 2016, the Company entered into a loan agreement with Christiansen Land and Cattle, Ltd. (“CLC”), a related party, for a $3.0 million revolving line of credit secured by a blanket security interest in the assets of the Company. The Company borrowed $2.5 million from the line of credit in 2016, and $350,000 in 2017. The line of credit bears a fixed rate per annum of 6% compounded annually. The initial agreement was based upon repayment following a significant capital event — closing of equity or debt financing with total proceeds to the Company of $15 million or more or one year from the agreement date, whichever occurred first. The agreement was amended in August 2018 to extend the repayment timeframe to August 31, 2019. The first payment to repay this loan was made on August 31, 2018 ($1.0 million payment). Additional voluntary payments were being made at the rate of $30,000 per month. In August 2019, the agreement was amended to extend the maturity date to the earlier of August 31, 2020 or the occurrence of a significant capital event, as defined above. In July 2020, the note payable was paid in full. |
Preferred Stock
Preferred Stock | 12 Months Ended |
Dec. 31, 2021 | |
Equity [Abstract] | |
Preferred Stock [Text Block] | (11) Preferred Stock On the Closing Date, pursuant to the Business Combination (as described in Note 4), 17,750,882 outstanding shares of Preferred Stock were automatically converted into 8,259,505 shares of common stock pursuant to the Exchange Ratio. In addition, upon the closing of the Business Combination, pursuant to the terms of the Second Amended and Restated Certificate of Incorporation, the Company authorized 10,000,000 shares of preferred stock with a par value $0.0001. Prior to the Business Combination, in August 2019, the Company’s Certificate of Incorporation was amended to authorize the Company to issue 50,000,000 shares of preferred stock, of which 6,615,000 shares were designated as Series A preferred stock, 2,525,800 shares were designated as series A-1 A-2 A-2A A-1 A-2 A-2A The preferred stock was entitled to receive noncumulative dividends in preference to any dividend on the common stock when, as, and if declared by the Company’s board of directors. The holders of the preferred stock also were entitled to participate pro rata in any dividends paid on the common stock on an as-if-converted Each holder of preferred stock was entitled to the number of votes equal to the number of shares of common stock that it could be converted into. As long as there were 8,000,000 shares of preferred stock outstanding, the vote or written consent of the holder of the majority of the outstanding preferred stock (all series voting as a single class) was required to approve any amendment of the certificate of incorporation that changes voting, preferences or privileges or restrictions of the preferred stock. In the event of liquidation or winding up of the Company, the preferred stockholders also were entitled to receive in preference to the holders of the common stock the greater of: a) a per share amount equal to their respective original purchase price plus any declared but unpaid dividends (the “Liquidation Preference”); or b) the amount to be paid on the common stock on an as-if-converted The holders of preferred stock had the right to convert the preferred stock into common stock, at any time, utilizing the then- effective conversion rate. The effective conversion rate as of December 31, 2020 was 1:1. All preferred shares were automatically converted into common shares utilizing the then effective preferred conversion rate upon: a) the closing of the Company’s sale of its common stock in a firm commitment underwritten public offering pursuant to a registration statement under the Securities Act of 1933, covering the sale of the Company’s common stock if gross proceeds are at least $20,000,000 and the Company’s shares have been listed on a stock exchange, as defined; or b) the election of the holders of a majority of the outstanding shares of preferred stock. With any change of control of the Company or financing, the preferred stockholders were to approve through majority vote any such change in control or financing event approved by the board of directors or the majority of the common stockholders. The preferred stock contained certain anti-dilution provisions, as defined. In addition to the rights described above, series A-2A A-2A A-2A |
Stock Option Plans
Stock Option Plans | 12 Months Ended |
Dec. 31, 2021 | |
Share-based Payment Arrangement [Abstract] | |
Share-based Payment Arrangement [Text Block] | (12) Stock Option Plans On August 5, 2014, the Company approved a stock option grant plan (the “2014 Equity Incentive Plan”) for employees, directors, and non-employee As a result of the Business Combination, the Company adopted the 2021 Omnibus Equity Incentive Plan (hereinafter collectively with the 2014 Equity Incentive Plan referred to as the “Equity Compensation Plans”), representing 11,000,000 shares of common stock reserved for issuance upon exercise of stock options. Vesting of the stock options is based upon years of service (employment). As of December 31, 2021 and 2020, 3,724,957 and 3,202,354 stock options, respectively, were vested and exercisable. During the year ended December 31, 2021, 12,500 of the vested options were exercised, while as of December 31, 2020, no The Company uses the Black Scholes model to estimate the fair value of the stock options granted. For stock options granted during the years ended December 31, 2021 and 2020, the Company utilized the following weighted-average assumptions: A risk free interest rate of 0.85% and 0.13%, respectively; expected term of 6.25 y The expected term of the stock options was estimated using the “simplified” method, as defined by the SEC’s Staff Accounting Bulletin No. 107, Share-Based Payment Stock option activity for employees and non-employees Options Weighted Weighted Balance, December 31, 2019 3,139,855 $ 0.82 $ 0.88 Granted 962,088 $ 3.44 $ 2.69 Balance, December 31, 2020 4,101,943 $ 1.43 $ 1.30 Granted 1,346,947 $ 5.36 $ 5.81 Forfeited 328,718 $ 2.17 $ 2.06 Exercised 12,500 $ 0.39 $ 0.54 Balance, December 31, 2021 5,107,672 $ 2.30 $ 2.44 Unvested at December 31, 2021 1,382,715 $ 5.41 $ 5.92 Vested and exercisable at December 31, 2021 3,724,957 $ 1.14 $ 1.16 Total unrecognized compensation cost related to non-vested Stock-based compensation expense for the years ended December 31, 2021 and 2020 was as follows: 2021 2020 Research and development $ 964,926 $ 635,824 General and administrative 1,349,756 659,599 Total $ 2,314,682 $ 1,295,423 |
Fair Value Measurements
Fair Value Measurements | 12 Months Ended |
Dec. 31, 2021 | |
Fair Value Disclosures [Abstract] | |
Fair Value Measurements | (13) Fair Value Measurements Fair value is defined as the price that would be received to sell 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. The following fair value hierarchy classifies the inputs to valuation techniques that would be used to measure fair value into one of three levels: Level 1: Unadjusted quoted prices in active markets for identical assets or liabilities. Level 2: Inputs other than quoted prices that are observable for the asset or liability, either directly or indirectly. These include quoted prices for similar assets or liabilities in active markets and quoted prices for identical or similar assets or liabilities in markets that are not active. Level 3: Unobservable inputs that reflect the reporting entity’s own assumptions. The following table presents information about the Company’s assets and liabilities that are measured at fair value on a recurring basis at December 31, 2021, and indicates the fair value hierarchy of the valuation inputs the Company utilized to determine such fair value: Total Quoted Significant Significant Liabilities: Public Warrant liability $ 10,292,500 $ 10,292,500 $ — $ — Private Placement Warrant liability 427,630 — — 427,630 Total $ 10,720,130 $ 10,292,500 $ — $ 427,630 Public Warrants Each whole Public Warrant entitles the holder to purchase one share of the Company’s common stock at a price of $11.50 per share, subject to adjustment as discussed herein. The Public Warrants became exercisable 30 days after the Closing Date of the Business Combination, and will expire five years after the Closing Date of the Business Combination, at 5:00 p.m., New York City time, or earlier upon redemption or liquidation. Once the warrants become exercisable, the Company may call the warrants for redemption: • in whole and not in part; • at a price of $0.01 per warrant; upon not less than 30 days’ prior written notice of redemption (the “30-day • if, and only if, the reported last sale price of the common stock equals or exceeds $18.00 per share (as adjusted for stock splits, stock dividends, reorganizations, recapitalizations and the like) for any 20 trading days within a • 30-trading If the Company calls the warrants for redemption as described above, the management will have the option to require any holder that wishes to exercise its warrant to do so on a “cashless basis.” If the management takes advantage of this option, all holders of warrants would pay the exercise price by surrendering their warrants for that number of shares of common stock equal to the quotient obtained by dividing (x) the product of the number of shares of common stock underlying the warrants, multiplied by the excess of the “fair market value” (defined below) over the exercise price of the warrants by (y) the fair market value. The “fair market value” shall mean the average reported last sale price of the common stock for the 10 trading days ending on the third trading day prior to the date on which the notice of redemption is sent to the holders of warrants. As of December 31, 2021, 5,750,000 Public Warrants were outstanding. Private Placement Warrants The Private Placement Warrants and the common stock issuable upon the exercise of the Private Placement Warrants were not transferable, assignable or saleable until after the completion of the Company’s Business Combination. Additionally, the Private Placement Warrants will be exercisable on a cashless basis and be non-redeemable As of December 31, 2021, 208,600 Private Placement Warrants were outstanding. Presentation and Valuation of the Warrants The Warrants (both the Public Warrants and Private Placement Warrants) are accounted for as liabilities in accordance with ASC 815-40, Derivatives and Hedging — Contracts in Entity’s Own Equity On the Closing Date, the Company established the fair value of the Private Placement Warrants utilizing both the Black-Scholes Merton formula and a Monte Carlo Simulation (“MCS”) analysis. Specifically, the Company considered an MCS to derive the implied volatility in the publicly-listed price of the Public Warrants. The Company then considered this implied volatility in selecting the volatility for the application of a Black-Scholes Merton model for the Private Placement Warrants. The Company determined the fair value of the Public Warrants by reference to the quoted market price. The Public Warrants were classified as a Level 1 fair value measurement, due to the use of the quoted market price, and the Private Placement Warrants held privately by Big Cypress Holdings LLC, a Delaware limited liability company which acted as the Company’s sponsor in connection with the IPO (the “Sponsor”), were classified as a Level 3 fair value measurement, due to the use of unobservable inputs. The following table provides a summary of the changes in our Level 3 fair value measurements: 2021 Balance, December 31, 2020 $ — Initial measurement on the Closing Date 244,062 Change in fair value of Private Placement Warrant liability 183,568 Balance, December 31, 2021 $ 427,630 The initial measurement on the Closing Date for the Public Warrant liability was approximately $6.3 million and the change in fair value of the Public Warrant liability was approximately $4.0 million for the year ended December 31, 2021. The key inputs into the valuations as of the Closing Date and December 31, 2021 were as follows: (Initial December 31, Risk-free interest rate 1.22 % 1.24 % Expected term remaining (years) 5.00 4.81 Implied volatility 25.5 % 43.0 % Closing common stock price on the measurement date $ 8.44 $ 7.81 As of December 31, 2021 and 2020, the Company did not have any other assets or liabilities that are recorded at fair value on a recurring basis. The Company believes that the carrying amounts of its cash and cash equivalents, accounts receivable, and notes payable approximate their fair values due to their near-term maturities. |
Income Taxes
Income Taxes | 12 Months Ended |
Dec. 31, 2021 | |
Income Tax Disclosure [Abstract] | |
Income Tax Disclosure [Text Block] | (14) Income Taxes Net deferred tax assets as of December 31, 2021 and 2020 consisted of the following: 2021 2020 Deferred tax assets: Net operating loss carryforwards $ 5,078,429 $ 2,659,082 Stock-based compensation 1,156,235 600,592 Vacation accrual 99,300 84,553 Lease liabilities 623,286 727,587 Other accrued expenses 1,119,721 — Start-up 297,136 — Total deferred tax assets 8,374,107 4,071,814 Less valuation allowance (5,300,689 ) (2,320,958 ) Total deferred tax assets after valuation allowance $ 3,073,418 $ 1,750,856 Deferred tax liabilities: Operating lease right-of-use 551,547 641,135 Depreciation and amortization 2,521,871 1,109,721 Total deferred tax liabilities 3,073,418 1,750,856 Net deferred tax asset (liability) $ — $ — The reconciliation between the Company’s effective tax rate and the statutory tax rate of 21% includes the following significant items: changes in the valuation allowance and permanent items including meals and entertainment. The rate reconciliation was as follows: 2021 2020 Rate reconciliation: Net (loss) income before tax $ (17,144,531 ) $ 20,117,773 Federal income tax at statutory rate (3,600,352 ) 21.00 % 4,224,732 21.00 % State income tax (9,849 ) 0.06 % — — % Permanent items 1,029,874 (6.01 )% 918 (0.01 )% Valuation allowance 2,679,238 (15.63 )% (4,225,651 ) (20.99 )% Other (98,911 ) 0.58 % 1 — % $ — — % $ — — % 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 the 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 reversal of deferred tax liabilities, projected future taxable income, and tax planning strategies in making this assessment. Based upon the level of historical losses and the uncertainty of future taxable income over the periods which the Company will realize the benefits of its net deferred tax assets, management believes it is more likely than not that the Company will not fully realize the benefits on the balance of its net deferred tax asset and, accordingly, the Company has established a valuation allowance on its net deferred tax assets. The valuation allowance increased by approximately $2,980,000 and decreased by approximately $4,226,000, respectively, for the years ended December 31, 2021 and 2020. As of December 31, 2021, the Company had approximately $25,175,483 of federal net operating losses, which were generated after December 31, 2017 and can be carried forward indefinitely under the Tax Cuts and Jobs Act and may generally be used to offset up to 80% of future taxable income. The Company has historically experienced ownership change(s) pursuant to Section 382 of the Internal Revenue Code (“the Code”) of 1986, as amended, as well as similar state provisions. Utilization of the Company’s net operating loss carryforwards are subject to annual limitation(s) due to historical ownership change(s) that have occurred and may be further restricted in the event future ownership changes occur. These ownership changes may limit the amount of the net operating loss carryover that can be utilized annually to offset future taxable income. In general, an “ownership change”, as defined by Section 382 of the Code results from a transaction or series of transactions over a three-year period resulting in an ownership change of more than 50 percentage points of the outstanding stock of a company by certain stockholders. U.S. GAAP provides that the tax effects from uncertain tax positions can be recognized in the consolidated financial statements only if the position is more likely than not of being sustained on audit, based on the technical merits of the position. As of December 31, 2021 and 2020, there were no uncertain tax provisions. There was no interest or penalties related to income taxes for the years ended December 31, 2021 and 2020, and there was no accrued interest or penalties associated with uncertain tax positions as of December 31, 2021 and 2020. The Company files tax returns as prescribed by the laws of the jurisdictions in which it operates. In the normal course of business, the Company is subject to examination by federal and state jurisdictions, where applicable. The Company’s tax years are still open under the statute from 2018 to present. However, to the extent allowed by law, the taxing authorities may have the right to examine the period from 2015 through 2021 where net operating losses were generated and carried forward and make adjustments to the amount of the net operating loss carryforward amount. The Company is not currently under examination by federal or state jurisdictions. As discussed in Note 10, Notes Payable COVID-19 |
Related Party Transactions
Related Party Transactions | 12 Months Ended |
Dec. 31, 2021 | |
Related Party Transactions Disclosure [Text Block] | (15) Related Party Transactions For the years ended December 31, 2021 and 2020, the Company paid consulting fees to a board member, Christine Hamilton, who is also an owner, of $25,000 and $25,000, respectively. As of December 31, 2021 and 2020, there was $6,250 (both years) in accrued board member fees for this related party. For the year ended December 31, 2020, the Company paid Network Plus, LLC (owner is the spouse of an employee) approximately $19,000 for IT assistance and computer setups. The spouse became an employee of the Company in July 2020, and there was no further activity with this vendor. For the years ended December 31, 2021 and 2020, the Company made lease payments to Dakota Ag Properties of $435,000 and $401,000, respectively. Dakota Ag Investments (part of Dakota Ag Properties) is a shareholder and owner of the Company. For the years ended December 31, 2021 and 2020, not including lease payments, the Company made lab supply payments to Sanford Health (which is a shareholder of the Company) totaling approximately $108,000 and $152,000, respectively. The Company had no related party payables with Sanford Health as of December 31, 2021, and $10,000 of related party payables with Sanford Health as of December 31, 2020. As discussed in Note 10, Notes Payable Notes Payable |
Employee Benefit Plan
Employee Benefit Plan | 12 Months Ended |
Dec. 31, 2021 | |
Retirement Benefits [Abstract] | |
Defined Benefit Plan [Text Block] | (16) Employee Benefit Plan The Company sponsors a defined contribution retirement plan. All the Company’s employees are eligible to be enrolled in the employer-sponsored contributory retirement savings plan, which include features under Section 401(k) of the Internal Revenue Code of 1986, as amended, and provides for Company matching contributions. The Company’s contributions to the plan are determined by its Board of Directors, subject to certain minimum requirements specified in the plan. For the years ended December 31, 2021 and 2020 the Company made matching contributions of 100% on 3% of the employee contributions, with an additional 50% match on the next 2% of employee contributions, resulting in approximately $325,000 and $188,000, respectively, of matching contributions paid by the Company. |
Commitments and Contingencies
Commitments and Contingencies | 12 Months Ended |
Dec. 31, 2021 | |
Commitments and Contingencies Disclosure [Abstract] | |
Commitments and Contingencies Disclosure [Text Block] | (17) Commitments and Contingencies The Company is not a party to any litigation, and, to its best knowledge, no action, suit or proceeding has been threatened against the Company which are expected to have a material adverse effect on its financial condition, results of operations or liquidity. |
Joint Development Agreement
Joint Development Agreement | 12 Months Ended |
Dec. 31, 2021 | |
Joint Development Agreement | |
Joint Development Agreement | (18) Joint Development Agreement In June 2019, the Company entered into a joint development agreement with the University of South Dakota Research Park, Inc. (“USDRP”) for the construction of a multi-tenant office building and a manufacturing building. Pursuant to the agreement, the Company also entered into a lease agreement for 41,195 square feet of leasable area located in the building. The lease will commence upon completion of the building for an initial term of 12 years at a monthly payment of approximately $118,000. Aurochs, LLC, a wholly owned subsidiary, was founded to manage the construction funds for this project. All pre-construction pre-construction SARS-2 Revenue |
Subsequent Events
Subsequent Events | 12 Months Ended |
Dec. 31, 2021 | |
Subsequent Events [Abstract] | |
Subsequent Events [Text Block] | (19) Subsequent Events In January 2022, the Company received a final settlement notice related to the Forward Share Purchase Agreement. In conjunction with the final settlement, the Company repurchased 546,658 shares of common stock from Radcliffe at the Market Sales Price. The Company settled the repurchase with $5.5 million of the total $6.3 million held in restricted cash as of December 31, 2021, with the remaining balance of $0.8 million released to the Company. As a result of the final settlement transaction, the forward share purchase liability was reduced to zero. On March 28, 2022, the Company entered into a Third Amendment to the Amended and Restated Lease Agreement with Sanford. The Third Amendment, among other things, provides for the least by the Company from Sanford of an additional 4,035 square feet of storage, laboratory and office space. The Third Amendment modifies the rent due under the Sanford Lease Agreement to $25.27 per square foot, or $841,061 due on an annual basis ($70,088 due on a monthly basis), until increased pursuant to the terms of the Sanford Lease Agreement. The associated amendment was retroactively applied to October 2021, and accounted for under ASC 842 as a separate right-of-use Leases |
Summary of Significant Accoun_2
Summary of Significant Accounting Policies (Policies) | 12 Months Ended |
Dec. 31, 2021 | |
Accounting Policies [Abstract] | |
Basis of presentation | Basis of presentation The financial statements have been prepared in conformity with U.S. Generally Accepted Accounting Principles (“GAAP”) and include all adjustments necessary for the fair presentation of the Company’s financial position for the years presented. The Business Combination was accounted for as a reverse recapitalization in accordance with U.S. GAAP (the “Reverse Recapitalization”). Under this method of accounting, BCYP is treated as the “acquired” company and SAB Biotherapeutics is treated as the acquirer for financial reporting purposes. Accordingly, for accounting purposes, the Reverse Recapitalization was treated as the equivalent of SAB Biotherapeutics issuing stock for the net assets of BCYP, accompanied by a recapitalization. The net assets of BCYP are stated at historical cost, with no goodwill or other intangible assets recorded. SAB Biotherapeutics was determined to be the accounting acquirer based on the following predominant factors: • SAB Biotherapeutics’ shareholders have the largest portion of voting rights in the Company; • the Board and Management are primarily composed of individuals associated with SAB Biotherapeutics; • the operations of SAB comprise the ongoing operations of the Company. The consolidated assets, liabilities and results of operations prior to the Reverse Recapitalization are those of SAB Biotherapeutics. At the Closing Date, and subject to the terms and conditions of the Merger Agreement, each share of SAB Biotherapeutics common stock, par value $0.0001 per share, and each share of the SAB Biotherapeutics convertible preferred stock that was convertible into a share of SAB Biotherapeutics common stock at a one-to-one |
Emerging Growth Company Status | Emerging growth company status The Company is an “emerging growth company,” as defined in Section 2(a) of the Securities Act, as modified by the Jumpstart our Business Startups Act of 2012, (the “JOBS Act”), and it may take advantage of certain exemptions from various reporting requirements that are applicable to other public companies that are not emerging growth companies including, but not limited to, not being required to comply with the auditor attestation requirements of Section 404 of the Sarbanes-Oxley Act, reduced disclosure obligations regarding executive compensation in its periodic reports and proxy statements, and exemptions from the requirements of holding a nonbinding advisory vote on executive compensation and stockholder approval of any golden parachute payments not previously approved. Further, Section 102(b)(1) of the JOBS Act exempts emerging growth companies from being required to comply with new or revised financial accounting standards until private companies (that is, those that have not had a Securities Act registration statement declared effective or do not have a class of securities registered under the Exchange Act) are required to comply with the new or revised financial accounting standards. The JOBS Act provides that a company can elect to opt out of the extended transition period and comply with the requirements that apply to non-emerging |
Consolidation, Policy [Policy Text Block] | Principles of consolidation The accompanying consolidated financial statements include the results of the Company and its wholly owned subsidiaries, SAB Capra, LLC and Aurochs, LLC. Intercompany balances and transactions have been eliminated in consolidation. |
Significant risks and uncertainties | Significant risks and uncertainties The Company’s operations are subject to a number of factors that can affect its operating results and financial condition. Such factors include, but are not limited to, the results of research and development efforts, clinical trial activities of the Company’s product candidates, the Company’s ability to obtain regulatory approval to market its product candidates, competition from products manufactured and sold or being developed by other companies, and the Company’s ability to raise capital. The Company currently has no commercially approved products and there can be no assurance that the Company’s research and development will be successfully commercialized. Developing and commercializing a product requires significant time and capital and is subject to regulatory review and approval as well as competition from other biotechnology and pharmaceutical companies. The Company operates in an environment of rapid change and is dependent upon the continued services of its employees and obtaining and protecting intellectual property. Funding from government grants is not guaranteed to cover all costs, and additional funding may be needed to cover operational costs as the Company moves forward to with our efforts to develop a commercially approved product. |
Use of Estimates, Policy [Policy Text Block] | Use of estimates The preparation of financial statements in conformity with U.S. GAAP requires management to make estimates and assumptions that affect the reported amounts of assets, liabilities, revenue and expenses and the disclosure of contingent assets and liabilities in the financial statements. The Company has used significant estimates in its determination of stock-based compensation assumptions, determination of the fair value of the Company’s common stock, determination of the fair value of the Private Placement Warrant liabilities, determination of the incremental borrowing rate (“IBR”) used in the calculation of the Company’s right of use assets and lease liabilities, and the valuation allowance on deferred tax assets. Actual amounts realized may differ from these estimates. |
Cash, cash equivalents, and restricted cash | Cash, cash equivalents, and restricted cash Cash equivalents include short-term, highly liquid instruments, consisting of money market accounts and short-term investments with original maturities at the date of purchase of 90 days or less. Amounts held in escrow by the Company pursuant to the Forward Share Purchase Agreement were reported as restricted cash on the consolidated balance sheet as of December 31, 2021. The reconciliation of cash, cash equivalents, and restricted cash as of the years ended December 31, 2021 and 2020 was as follows: December 31, December 31, Cash and cash equivalents $ 33,206,712 $ 12,610,383 Restricted cash 6,338,306 — Total cash, cash equivalents, and restricted cash shown in the statement of cash flows $ 39,545,018 $ 12,610,383 |
Accounts receivable | Accounts receivable Accounts receivable are carried at original invoice amount, less an allowance for doubtful accounts. The Company estimates an allowance for doubtful accounts for potential credit losses that are expected to be incurred, based on management’s assessment of the collectability of specific accounts, the aging of the accounts receivable, historical information and other currently available evidence. Receivables are written off when deemed uncollectible. To date, no receivables have been written off. The Company had no allowance for doubtful accounts as of December 31, 2021 and 2020. |
Concentration Risk, Credit Risk, Policy [Policy Text Block] | Concentration of credit risk The Company maintains its cash and cash equivalent balances in the form of business checking accounts and money market accounts, the balances of which, at times, may exceed federally insured limits. Exposure to credit risk is reduced by placing such deposits in high credit quality federally insured financial institutions. The Company received 100% and approximately 96% of its total revenue through grants from government organizations during the years ended December 31, 2021 and 2020, respectively, and 0% and approximately 4% of its total revenue through a grant from a non-government |
Lessee, Leases [Policy Text Block] | Lease liabilities and right-of-use The Company is party to certain contractual arrangements for equipment, lab space, and an animal facility, which meet the definition of leases under Financial Accounting Standards Board (“FASB”) Accounting Standards Codification (“ASC”) Topic 842, Leases right-of-use right-of-use |
Research and Development Expense, Policy [Policy Text Block] | Research and development expenses Expenses incurred in connection with research and development activities are expensed as incurred. These include licensing fees to use certain technology in the Company’s research and development projects, fees paid to consultants and various entities that perform certain research and testing on behalf of the Company, and expenses related to salaries, benefits, and stock-based compensation granted to employees in research and development functions. During the years ended December 31, 2021 and 2020, the Company had contracts with multiple contract research organizations (“CRO”) to complete studies as part of research grant agreements. In the case of SAB-185, SAB-176, SAB-176. |
Equipment | Equipment The Company records equipment at cost less depreciation. Depreciation is calculated using straight-line methods over the following estimated useful lives: Animal facility equipment 7 years Laboratory equipment 7 years Leasehold improvements Shorter of asset life or lease term Office furniture & equipment 5 years Vehicles 5 years Repairs and maintenance expenses are expensed as incurred. |
Impairment or Disposal of Long-Lived Assets, Including Intangible Assets, Policy [Policy Text Block] | Impairment of long-lived assets The Company reviews the recoverability of long-lived assets, including the related useful lives, whenever events or changes in circumstances indicate that the carrying amount of a long-lived asset may not be recoverable. If necessary, the Company compares the estimated undiscounted future net cash flows to the related asset’s carrying value to determine whether there has been an impairment. If an asset is considered impaired, the asset is written down to fair value, which is based either on discounted cash flows or appraised values in the period the impairment becomes known. The Company believes that long-lived assets are recoverable, and no impairment was deemed necessary, during the years ended December 31, 2021 and 2020. |
Stock-based compensation | Stock-based compensation FASB ASC Topic 718, Compensation — Stock Compensation non-employee non-employee Subsequent to the Business Combination, the board of directors elected to determine the fair value of our post-merger common stock based on the closing market price at closing on the date of grant. In determining the fair value of stock-based awards, the Company utilizes the Black-Scholes option-pricing model, which uses both historical and current market data to estimate fair value. The Black-Scholes option-pricing model incorporates various assumptions, such as the value of the underlying common stock, the risk-free interest rate, expected volatility, expected dividend yield and expected life of the options. For awards with performance-based vesting criteria, the Company estimates the probability of achievement of the performance criteria and recognizes compensation expense related to those awards expected to vest. No awards may have a term in excess of ten years. Forfeitures are recorded when they occur. Stock-based compensation expense is classified in the consolidated statements of operations based on the function to which the related services are provided. The company recognizes stock-based compensation expense over the expected term. |
Income Tax, Policy [Policy Text Block] | Income taxes Deferred income taxes reflect future tax effects of temporary differences between the tax and financial reporting basis of the Company’s assets and liabilities measured using enacted tax laws and statutory tax rates applicable to the periods when the temporary differences will affect taxable income. When necessary, deferred tax assets are reduced by a valuation allowance, to reflect realizable value, and all deferred tax balances are reported as long-term on the consolidated balance sheet. Accruals are maintained for uncertain tax positions, as necessary. The Company uses a recognition threshold and measurement attribute for the financial statement recognition and measurement of a tax position taken, or expected to be taken, in a tax return. The Company has elected to treat interest and penalties related to income taxes, to the extent they arise, as a component of income taxes. |
Revenue from Contract with Customer [Policy Text Block] | Revenue recognition The Company’s revenue is primarily generated through grants from government and other (non-government) Grant revenue is recognized during the period that the research and development services occur, as qualifying expenses are incurred or conditions of the grants are met. The Company concluded that payments received under these grants represent conditional, nonreciprocal contributions, as described in ASC 958, Not-for-Profit Revenue from Contracts with Customers |
Comprehensive income (loss) | Comprehensive income (loss) The Company had no items of comprehensive income (loss) other than its net income (loss). |
Litigation | Litigation From time to time, the Company is involved in legal proceedings, investigations and claims generally incidental to its normal business activities. In accordance with U.S. GAAP, the Company accrues for loss contingencies when it is probable that a liability has been incurred and the amount of the loss can be reasonably estimated. Legal costs in connection with loss contingencies are expensed as incurred. |
Earnings per share | Earnings per share On the Closing Date, the Company completed the Business Combination with BCYP, whereby the Company received 36,465,343 shares in exchange for all of its share capital. The effect of the Business Combination was reflected retroactively to January 1, 2020 and will be utilized for the calculation of earnings per share in all prior periods. The per share amounts have been updated to show the effect of the Exchange Ratio on earnings per share as if the exchange occurred at the beginning of both years for the consolidated financial statements of the Company. The impact of the stock exchange is also shown on the Company’s statements of changes in redeemable preferred stock and stockholders’ equity (deficit). In accordance with ASC 260, Earnings per Share |
Segment Reporting, Policy [Policy Text Block] | Segment reporting In accordance with ASC 280, Segment Reporting |
Common stock valuations | Common stock valuations Prior to the Business Combination, the Company was required to periodically estimate the fair value of its common stock with the assistance of an independent third-party valuation firm, as discussed above, when issuing stock options and computing estimated stock-based compensation expense. The assumptions underlying these valuations represented the Company’s best estimates, which involved inherent uncertainties and the application of significant levels of judgment. In order to determine the fair value of its common stock, the Company considered, among other items, previous transactions involving the sale of our securities, our business, financial condition and results of operations, economic and industry trends, the market performance of comparable publicly traded companies, and the lack of marketability of our common stock. Subsequent to the Business Combination, the Company now determines the fair value of common stock based on the closing market price at closing on the date of grant. Compensation expense related to stock-based transactions is measured and recognized in the financial statements at fair value of the post-merger common stock based on the closing market price at closing on the date of grant. Stock-based compensation expense is measured at the grant date based on the fair value of the equity award and is recognized as expense over the requisite service period, which is generally the vesting period, on the straight-line method. The Company estimates the fair value of each stock option award on the date of grant using the Black-Scholes option-pricing model. Determining the fair value of stock option awards at the grant date requires judgment, including estimating the expected volatility, expected term, risk-free interest rate, and expected dividends. |
Summary of Significant Accoun_3
Summary of Significant Accounting Policies (Tables) | 12 Months Ended |
Dec. 31, 2021 | |
Accounting Policies [Abstract] | |
Schedule of Estimated Useful Lives | The Company records equipment at cost less depreciation. Depreciation is calculated using straight-line methods over the following estimated useful lives: Animal facility equipment 7 years Laboratory equipment 7 years Leasehold improvements Shorter of asset life or lease term Office furniture & equipment 5 years Vehicles 5 years |
Schedule of Reconciliation of Cash, Cash Equivalents, and Restricted Cash | The reconciliation of cash, cash equivalents, and restricted cash as of the years ended December 31, 2021 and 2020 was as follows: December 31, December 31, Cash and cash equivalents $ 33,206,712 $ 12,610,383 Restricted cash 6,338,306 — Total cash, cash equivalents, and restricted cash shown in the statement of cash flows $ 39,545,018 $ 12,610,383 |
Reverse Recapitalization and _2
Reverse Recapitalization and Business Combination (Tables) | 12 Months Ended |
Dec. 31, 2021 | |
Business Combination and Asset Acquisition [Abstract] | |
Reconciliation of Business Combination to Consolidated Statement of Cash Flows | The following table reconciles the elements of the Business Combination to the consolidated statement of cash flows for the year ended December 31, 2021: Recapitalization Cash – BCYP trust and cash, net of redemptions $ 22,535,723 Plus: restricted cash – Forward Share Purchase Agreement 13,098,599 Less: cash transaction costs allocated to the Company’s equity (1,294,097 ) Total $ 34,340,225 |
Reconciliation of Changes in Redeemable Preferred Stock and Stockholders' Equity (Deficit) | The following table reconciles the elements of the Business Combination to the consolidated statement of changes in redeemable preferred stock and stockholders’ equity (deficit) for the year ended December 31, 2021: Recapitalization Cash – BCYP trust and cash, net of redemptions $ 22,535,723 Plus: restricted cash – Forward Share Purchase Agreement 13,098,599 Less: non-cash (5,067,682 ) Less: forward share purchase liability assumed from BCYP (13,098,599 ) Less: fair value of redeemable warrants (6,569,062 ) Less: transaction costs allocated to the Company’s equity (3,294,096 ) Total $ 7,604,883 |
Summary of Number of Shares of Common Stock Issued Immediately Following Consummation of Business Combination | The following table details the number of shares of common stock issued immediately following the consummation of the Business Combination: Shares Common stock, reedeemable and outstanding prior to Business Combination 11,500,000 Less: redemption of BCYP shares (8,030,289 ) Common stock of BCYP 3,469,711 BCYP Founder and private shares 3,292,200 Shares issued for services 247,525 Total BCYP shares 7,009,436 SAB Biotherapeutics, Inc and subsidiaries shareholders 36,465,343 Total shares of common stock immediately after Business Combination 43,474,779 |
Schedule of Allocated Assets Acquired and Liabilities Assumed | The following table details the allocated assets acquired and liabilities assumed as follows: Assets Acquired BCYP trust and cash, net of redemptions $ 22,535,723 Restricted cash – Forward Share Purchase Agreement 13,098,599 Other assets 102,742 Assets acquired $ 35,737,064 Liabilities Assumed Forward share purchase liability $ 13,098,599 Fair value of redeemable warrants 6,569,062 Other liabilities and accrued expenses 5,170,424 Liabilities assumed 24,838,085 Net Assets Acquired $ 10,898,979 |
Earnings per share (Tables)
Earnings per share (Tables) | 12 Months Ended |
Dec. 31, 2021 | |
Earnings Per Share [Abstract] | |
Summary of Anti-dilutive Shares Excluded from Calculation of Diluted Net Loss per Share | Since the Company reported a net loss for the year ended December 31, 2021, it was required by ASC 260 to use basic weighted-average shares outstanding when calculating diluted net loss per share for the year ended December 31, 2021, as the potential dilutive securities are anti-dilutive. Year Ended Calculation of basic and diluted EPS attributable to the Company’s shareholders Net loss attributable to the Company’s shareholders $ (17,144,531 ) Weighted-average common shares outstanding – basic and diluted 27,339,180 Net loss per common share, basic and diluted $ (0.63 ) The shares in the table below were excluded from the calculation of diluted net loss per share due to their anti-dilutive effect: Year Ended Stock options 3,724,957 Common stock warrants 5,958,600 Earnout shares (1) 10,491,937 Contingently issuable earnout shares from unexercised Rollover Options 1,508,063 Total 21,683,557 (1) As the Earnout shares are subject to certain vesting requirements not satisfied as of the year ended December 31, 2021, the Earnout Shares held in escrow are excluded from calculating both basic and diluted earnings per share. The following is a reconciliation of the numerator and denominator used to calculate basic earnings per share and diluted earnings per share for the year ended December 31, 2020: Year Ended Calculation of basic EPS attributable to the Company’s shareholders Net income attributable to the Company’s shareholders $ 20,117,773 Weighted-average common shares outstanding – basic 25,391,084 Net earnings per share, basic $ 0.79 Calculation of diluted EPS attributable to the Company’s shareholders Net income attributable to the Company’s shareholders $ 20,117,773 Weighted-average common shares outstanding – diluted 27,011,482 Net earnings per share, diluted $ 0.74 |
Schedule of Reconciliation of Weighted Average Common Shares Outstanding | The following table reconciles the weighted-average common shares outstanding used in the calculation of basic earnings per share (“EPS”) to the weighted-average common shares outstanding used in the calculation of diluted EPS for the year ended December 31, 2020: Year Ended Weighted-average common shares outstanding – basic 25,391,084 Stock options 1,620,398 Total 27,011,482 |
Equipment (Tables)
Equipment (Tables) | 12 Months Ended |
Dec. 31, 2021 | |
Property, Plant and Equipment [Line Items] | |
Property, Plant and Equipment [Table Text Block] | As of December 31, 2021 and 2020, the Company’s equipment was as follows: 2021 2020 Laboratory equipment $ 7,431,988 $ 5,205,346 Animal facility 8,357,667 3,371,125 Animal facility equipment 1,253,879 1,003,629 Construction-in-progress 4,608,778 6,729,673 Leasehold improvements 5,700,364 185,971 Vehicles 135,593 96,693 Office furniture and equipment 46,202 20,219 Less: accumulated depreciation and amortization 3,220,016 1,767,186 Property, plant and equipment net $ 24,314,455 $ 14,845,470 |
Construction in Progress [Member] | |
Property, Plant and Equipment [Line Items] | |
Property, Plant and Equipment [Table Text Block] | The Company has several ongoing construction projects related to the expansion of its operating capacity. As of December 31, 2021 and 2020, the Company’s construction-in-progress 2021 2020 200L commercial facility $ — $ 4,148,113 200L commercial facility equipment — 486,381 New animal barn (#6) — 1,551,167 New office space (at Headquarters) 11,183 477,907 Laboratory space at Headquarters 2,506,482 — Lab equipment at Headquarters 246,801 — IT equipment for new office space 212,209 — Software 137,811 — Bioreactors 1,280,728 — Other 213,564 66,105 Total construction-in-progress $ 4,608,778 $ 6,729,673 |
Leases (Tables)
Leases (Tables) | 12 Months Ended |
Dec. 31, 2021 | |
Leases [Abstract] | |
Estimated Useful Lives of Finance Lease Assets | The following is the estimated useful lives of the finance lease assets: Animal Facility 40 years Equipment 3–7 years Land Indefinite |
Schedule of Operating and Finance Leases Discount Rate | The Company’s weighted-average remaining lease term and weighted-average discount rate for operating and finance leases as of December 31, 2021 are: Operating Finance Weighted-average remaining lease term 2.44 years 16.80 years Weighted-average discount rate 4.58 % 7.71 % |
Schedule of Undiscounted Future Minimum Lease Payments | The table below reconciles the undiscounted future minimum lease payments under non-cancelable Operating Finance 2022 $ 1,240,333 $ 444,928 2023 1,169,559 406,339 2024 535,943 401,496 2025 — 401,496 2026 — 401,496 Thereafter — 4,784,494 Undiscounted future minimum lease payments 2,945,835 6,840,249 Less: Amount representing interest payments (150,237 ) (2,916,769 ) Total lease liabilities 2,795,598 3,923,480 Less current portion (1,142,413 ) (161,050 ) Noncurrent lease liabilities $ 1,653,185 $ 3,762,430 |
Accrued Expenses and Other Cu_2
Accrued Expenses and Other Current Liabilities (Tables) | 12 Months Ended |
Dec. 31, 2021 | |
Payables and Accruals [Abstract] | |
Schedule of Accrued Expenses and Other Current Liabilities | As of December 31, 2021 and 2020, accrued expenses and other current liabilities consisted of the following: 2021 2020 Accrued vacation $ 552,629 $ 438,936 Accrued payroll 674,858 314,451 Accrued construction-in-progress 548,988 637,776 Accrued supplies 709,027 301,989 Accrued consulting 179,082 120,744 Accrued clinical trial expense 423,634 — Accrued outside laboratory services 128,752 — Accrued bonus & severance 1,804,288 — Accrued contract manufacturing 1,000,824 — Accrued legal 833,646 — Accrued financing fees payable 5,100,000 — Accrued franchise tax payable 216,251 — Other accrued expenses 283,909 90,982 $ 12,455,888 $ 1,904,878 |
Notes Payable (Tables)
Notes Payable (Tables) | 12 Months Ended |
Dec. 31, 2021 | |
Debt Disclosure [Abstract] | |
Schedule of Debt [Table Text Block] | As of December 31, 2021 and 2020, notes payable was as follows: 2021 2020 Tractor loan $ 25,013 $ 49,156 PPP loan — 661,612 Total notes payable 25,013 710,768 Less: notes payable – current portion 25,013 538,731 Notes payable, noncurrent $ — $ 172,037 |
Stock Option Plans (Tables)
Stock Option Plans (Tables) | 12 Months Ended |
Dec. 31, 2021 | |
Share-based Payment Arrangement [Abstract] | |
Summary of Stock Options | Stock option activity for employees and non-employees Options Weighted Weighted Balance, December 31, 2019 3,139,855 $ 0.82 $ 0.88 Granted 962,088 $ 3.44 $ 2.69 Balance, December 31, 2020 4,101,943 $ 1.43 $ 1.30 Granted 1,346,947 $ 5.36 $ 5.81 Forfeited 328,718 $ 2.17 $ 2.06 Exercised 12,500 $ 0.39 $ 0.54 Balance, December 31, 2021 5,107,672 $ 2.30 $ 2.44 Unvested at December 31, 2021 1,382,715 $ 5.41 $ 5.92 Vested and exercisable at December 31, 2021 3,724,957 $ 1.14 $ 1.16 |
Schedule of Share Based Compensation Expense | Stock-based compensation expense for the years ended December 31, 2021 and 2020 was as follows: 2021 2020 Research and development $ 964,926 $ 635,824 General and administrative 1,349,756 659,599 Total $ 2,314,682 $ 1,295,423 |
Fair Value Measurements (Tables
Fair Value Measurements (Tables) | 12 Months Ended |
Dec. 31, 2021 | |
Fair Value Disclosures [Abstract] | |
Schedule of Fair Value, Assets and Liabilities Measured on Recurring Basis | The following table presents information about the Company’s assets and liabilities that are measured at fair value on a recurring basis at December 31, 2021, and indicates the fair value hierarchy of the valuation inputs the Company utilized to determine such fair value: Total Quoted Significant Significant Liabilities: Public Warrant liability $ 10,292,500 $ 10,292,500 $ — $ — Private Placement Warrant liability 427,630 — — 427,630 Total $ 10,720,130 $ 10,292,500 $ — $ 427,630 |
Schedule of Change in Fair Value Instruments | The following table provides a summary of the changes in our Level 3 fair value measurements: 2021 Balance, December 31, 2020 $ — Initial measurement on the Closing Date 244,062 Change in fair value of Private Placement Warrant liability 183,568 Balance, December 31, 2021 $ 427,630 |
Schedule of key Inputs into Monte Carlo simulation | The key inputs into the valuations as of the Closing Date and December 31, 2021 were as follows: (Initial December 31, Risk-free interest rate 1.22 % 1.24 % Expected term remaining (years) 5.00 4.81 Implied volatility 25.5 % 43.0 % Closing common stock price on the measurement date $ 8.44 $ 7.81 |
Income Taxes (Tables)
Income Taxes (Tables) | 12 Months Ended |
Dec. 31, 2021 | |
Income Tax Disclosure [Abstract] | |
Schedule of Deferred Tax Assets and Liabilities [Table Text Block] | Net deferred tax assets as of December 31, 2021 and 2020 consisted of the following: 2021 2020 Deferred tax assets: Net operating loss carryforwards $ 5,078,429 $ 2,659,082 Stock-based compensation 1,156,235 600,592 Vacation accrual 99,300 84,553 Lease liabilities 623,286 727,587 Other accrued expenses 1,119,721 — Start-up 297,136 — Total deferred tax assets 8,374,107 4,071,814 Less valuation allowance (5,300,689 ) (2,320,958 ) Total deferred tax assets after valuation allowance $ 3,073,418 $ 1,750,856 Deferred tax liabilities: Operating lease right-of-use 551,547 641,135 Depreciation and amortization 2,521,871 1,109,721 Total deferred tax liabilities 3,073,418 1,750,856 Net deferred tax asset (liability) $ — $ — |
Schedule of Effective Income Tax Rate Reconciliation [Table Text Block] | The rate reconciliation was as follows: 2021 2020 Rate reconciliation: Net (loss) income before tax $ (17,144,531 ) $ 20,117,773 Federal income tax at statutory rate (3,600,352 ) 21.00 % 4,224,732 21.00 % State income tax (9,849 ) 0.06 % — — % Permanent items 1,029,874 (6.01 )% 918 (0.01 )% Valuation allowance 2,679,238 (15.63 )% (4,225,651 ) (20.99 )% Other (98,911 ) 0.58 % 1 — % $ — — % $ — — % |
Summary of Significant Accoun_4
Summary of Significant Accounting Policies (Details Narrative) | Oct. 22, 2021$ / sharesshares | Dec. 31, 2021USD ($)Segment$ / shares | Dec. 31, 2020USD ($)$ / shares |
Product Information [Line Items] | |||
Allowance for doubtful accounts | $ | $ 0 | $ 0 | |
Common stock par value | $ / shares | $ 0.0001 | $ 0.0001 | |
Number of reporting segments | Segment | 1 | ||
Contract Research Organizations [Member] | |||
Product Information [Line Items] | |||
Goods standing percentage | 90.00% | ||
HVIVI Services [Member] | |||
Product Information [Line Items] | |||
Goods standing percentage | 90.00% | ||
Government [Member] | |||
Product Information [Line Items] | |||
Revenue percentage | 100.00% | 96.00% | |
Non Government [Member] | |||
Product Information [Line Items] | |||
Revenue percentage | 0.00% | 4.00% | |
Big Cypress Acquisition Corp [Member] | |||
Product Information [Line Items] | |||
Common stock par value | $ / shares | $ 0.0001 | ||
Preferred stock to common stock exchange ratio | 0.4653 | ||
Number of common shares issued for each share of convertible preferred | shares | 1 | ||
Sale of stock, number of shares issued in transaction | shares | 36,465,343 |
Schedule of Reconciliation of C
Schedule of Reconciliation of Cash, Cash Equivalents, and Restricted Cash (Details) - USD ($) | Dec. 31, 2021 | Dec. 31, 2020 | Dec. 31, 2019 |
Accounting Policies [Abstract] | |||
Cash and cash equivalents | $ 33,206,712 | $ 12,610,383 | |
Restricted cash | 6,338,306 | ||
Total cash, cash equivalents, and restricted cash shown in the statement of cash flows | $ 39,545,018 | $ 12,610,383 | $ 6,345,969 |
Schedule of Estimated Useful Li
Schedule of Estimated Useful Lives (Details) | 12 Months Ended |
Dec. 31, 2021 | |
Property, Plant and Equipment [Line Items] | |
Equipment useful life | 3 years |
Animal Facility Equipment [Member] | |
Property, Plant and Equipment [Line Items] | |
Equipment useful life | 7 years |
Laboratory Equipment [Member] | |
Property, Plant and Equipment [Line Items] | |
Equipment useful life | 7 years |
Leasehold Improvements [Member] | |
Property, Plant and Equipment [Line Items] | |
Property, Plant and Equipment, Depreciation Methods | Shorter of asset life or lease term |
Office Furniture and Equipment [Member] | |
Property, Plant and Equipment [Line Items] | |
Equipment useful life | 5 years |
Vehicles [Member] | |
Property, Plant and Equipment [Line Items] | |
Equipment useful life | 5 years |
New Accounting Standards (Detai
New Accounting Standards (Details Narrative) | Dec. 31, 2021 |
ASU 2019-12 [Member] | |
New Accounting Pronouncements or Change in Accounting Principle [Line Items] | |
Change in Accounting Principle, Accounting Standards Update, Adopted [true false] | true |
Change in Accounting Principle, Accounting Standards Update, Adoption Date | Jan. 1, 2021 |
Change in Accounting Principle, Accounting Standards Update, Immaterial Effect [true false] | true |
ASU 2020-06 [Member] | |
New Accounting Pronouncements or Change in Accounting Principle [Line Items] | |
Change in Accounting Principle, Accounting Standards Update, Adopted [true false] | true |
Change in Accounting Principle, Accounting Standards Update, Adoption Date | Jan. 1, 2021 |
Change in Accounting Principle, Accounting Standards Update, Immaterial Effect [true false] | true |
Reverse Recapitalization and _3
Reverse Recapitalization and Business Combination (Details Narrative) - USD ($) | Oct. 22, 2021 | Oct. 12, 2021 | Dec. 31, 2021 | Dec. 31, 2020 |
Business Acquisition [Line Items] | ||||
Common stock par value | $ 0.0001 | $ 0.0001 | ||
Percentage of earn out shares to be released | 25.00% | |||
Period to issue earn out shares immediately closing of acquisition | 5 years | |||
Threshold VWAP | $ 30 | |||
Net assets acquired and adjusted to forward share purchase liability | $ 13,098,599 | $ 6,338,306 | ||
First Earnout [Member] | ||||
Business Acquisition [Line Items] | ||||
Percentage of earn out shares to be released | 25.00% | |||
Period to issue earn out shares immediately closing of acquisition | 5 years | |||
Threshold VWAP | $ 15 | |||
Threshold VWAP trading days | 20 days | |||
Threshold VWAP consecutive trading days | 30 days | |||
Second Earnouts [Member] | ||||
Business Acquisition [Line Items] | ||||
Percentage of earn out shares to be released | 25.00% | |||
Period to issue earn out shares immediately closing of acquisition | 5 years | |||
Threshold VWAP | $ 20 | |||
Threshold VWAP trading days | 20 days | |||
Threshold VWAP consecutive trading days | 30 days | |||
Third Earnouts [Member] | ||||
Business Acquisition [Line Items] | ||||
Percentage of earn out shares to be released | 25.00% | |||
Period to issue earn out shares immediately closing of acquisition | 5 years | |||
Threshold VWAP | $ 25 | |||
Threshold VWAP trading days | 20 days | |||
Threshold VWAP consecutive trading days | 30 days | |||
Fourth Earnouts [Member] | ||||
Business Acquisition [Line Items] | ||||
Threshold VWAP trading days | 20 days | |||
Threshold VWAP consecutive trading days | 30 days | |||
Forward Share Purchase Agreement [Member] | ||||
Business Acquisition [Line Items] | ||||
Sale of stock, number of shares issued in transaction | 1,390,000 | |||
Sale of stock, price per share | $ 10.10 | |||
Sale of stock description | Further, BCYP shall purchase the remaining shares held by Radcliffe not sold in the open market in excess of the Market Sales Price at the later of (a) the 90th day after the closing of the Business Combination, or (b) the first business day following the 95th day after the closing of the Business Combination if BCYP directs Radcliffe to sell shares | |||
Common stock shares held | 1,296,891 | |||
Big Cypress Acquisition Corp [Member] | ||||
Business Acquisition [Line Items] | ||||
Number of shares issued or issuable to acquire entity | 36,465,343 | |||
Common stock par value | $ 0.0001 | |||
VWAP threshold period for earn out shares | 5 years | |||
Big Cypress Acquisition Corp [Member] | Common Stock [Member] | ||||
Business Acquisition [Line Items] | ||||
VWAP threshold period for earn out shares | 5 years | |||
Contingent right to receive pro rate portion of earn out shares | 12,000,000 | |||
Contingent right earn out shares contingently issuable upon future satisfaction | 1,508,063 | |||
Contingent right earn out shares, outstanding | 10,491,937 | |||
Contingent right to receive pro rate portion of earn out shares, fair value | $ 101,300,000 |
Reconciliation of Business Comb
Reconciliation of Business Combination to Consolidated Statement of Cash Flows (Details) | 12 Months Ended |
Dec. 31, 2021USD ($) | |
Condensed Cash Flow Statements, Captions [Line Items] | |
Total | $ 34,340,225 |
Big Cypress Acquisition Corp [Member] | |
Condensed Cash Flow Statements, Captions [Line Items] | |
Cash – BCYP trust and cash, net of redemptions | 22,535,723 |
Plus: restricted cash – Forward Share Purchase Agreement | 13,098,599 |
Less: cash transaction costs allocated to the Company's equity | (1,294,097) |
Total | $ 34,340,225 |
Reconciliation of Changes in Re
Reconciliation of Changes in Redeemable Preferred Stock and Stockholders' Equity (Deficit) (Details) - USD ($) | Dec. 31, 2021 | Dec. 31, 2020 | Dec. 31, 2019 |
Total stockholders' equity | $ (38,549,913) | $ (39,007,835) | $ (7,694,433) |
Big Cypress Acquisition Corp [Member] | |||
Cash – BCYP trust and cash, net of redemptions | 22,535,723 | ||
Plus: restricted cash – Forward Share Purchase Agreement | 13,098,599 | ||
Less: non-cash net working capital assumed from BCYP | (5,067,682) | ||
Less: transaction costs allocated to the Company's equity | (13,098,599) | ||
Less: transaction costs allocated to the Company's equity | (6,569,062) | ||
Less: transaction costs allocated to the Company's equity | (3,294,096) | ||
Total stockholders' equity | $ 7,604,883 |
Summary of Number of Shares of
Summary of Number of Shares of Common Stock Issued Immediately Following Consummation of Business Combination (Details) - Big Cypress Acquisition Corp [Member] | Dec. 31, 2021shares |
Common stock, reedeemable and outstanding prior to Business Combination | 11,500,000 |
Less: redemption of BCYP shares | (8,030,289) |
Common stock of BCYP | 3,469,711 |
BCYP Founder and private shares | 3,292,200 |
Shares issued for services | 247,525 |
Total BCYP shares | 7,009,436 |
SAB Biotherapeutics, Inc and subsidiaries shareholders | 36,465,343 |
Total shares of common stock immediately after Business Combination | 43,474,779 |
Schedule of Allocated Assets Ac
Schedule of Allocated Assets Acquired and Liabilities Assumed (Details) - Big Cypress Acquisition Corp [Member] | Dec. 31, 2021USD ($) |
Assets Acquired | |
BCYP trust and cash, net of redemptions | $ 22,535,723 |
Restricted cash – Forward Share Purchase Agreement | 13,098,599 |
Other assets | 102,742 |
Assets acquired | 35,737,064 |
Liabilities Assumed | |
Forward share purchase liability | 13,098,599 |
Fair value of redeemable warrants | 6,569,062 |
Other liabilities and accrued expenses | 5,170,424 |
Liabilities assumed | 24,838,085 |
Net Assets Acquired | $ 10,898,979 |
Revenue (Details Narrative)
Revenue (Details Narrative) - USD ($) | 12 Months Ended | 24 Months Ended | 48 Months Ended | ||
Dec. 31, 2021 | Dec. 31, 2020 | Aug. 31, 2021 | Mar. 31, 2021 | Jul. 31, 2021 | |
Disaggregation of Revenue [Line Items] | |||||
Research and development cost | $ 57,183,589 | $ 27,908,659 | |||
Offset cost | 12,000,000 | ||||
Government [Member] | |||||
Disaggregation of Revenue [Line Items] | |||||
Revenue | 60,900,000 | 52,800,000 | |||
Cost of Revenue | $ 1,500,000 | ||||
Nonoperating Income (Expense) | 51,000 | 99,000 | |||
Remaining grant | 823,000 | ||||
Contract cost | $ 204,000,000 | ||||
Revenue, Remaining Performance Obligation, Percentage | 9.00% | ||||
Revenue, Remaining Performance Obligation, Amount | 12,000,000 | ||||
Research and development cost | $ 0 | ||||
Government [Member] | National Institute of Health [Member] | |||||
Disaggregation of Revenue [Line Items] | |||||
Cost of Revenue | $ 1,400,000 | ||||
Nonoperating Income (Expense) | 518,000 | 228,000 | |||
Remaining grant | 203,000 | ||||
Government [Member] | Geneva Foundation [Member] | |||||
Disaggregation of Revenue [Line Items] | |||||
Cost of Revenue | $ 2,700,000 | ||||
Nonoperating Income (Expense) | 94,000 | 351,000 | |||
Remaining grant | 1,500,000 | ||||
Government [Member] | Advanced Technology International [Member] | |||||
Disaggregation of Revenue [Line Items] | |||||
Cost of Revenue | 25,000,000 | ||||
Nonoperating Income (Expense) | 60,200,000 | 52,100,000 | |||
Remaining grant | 89,200,000 | ||||
Non Government [Member] | |||||
Disaggregation of Revenue [Line Items] | |||||
Revenue | $ 0 | 2,400,000 | |||
Non Government [Member] | CSL Behring [Member] | |||||
Disaggregation of Revenue [Line Items] | |||||
Deposit Contracts, Description of Liability Contracts | there were three contracts for a combined $2.4 million that were started and completed in 2020. | ||||
Document Description | These contracts were related to research and development for a COVID-19 therapeutic ($2 million) and two other targets ($400,000). | ||||
Grant revenue | 2,400,000 | ||||
Non Government [Member] | Research And Development [Member] | CSL Behring [Member] | |||||
Disaggregation of Revenue [Line Items] | |||||
Grant revenue | 2,000,000 | ||||
Non Government [Member] | Other Targets [Member] | CSL Behring [Member] | |||||
Disaggregation of Revenue [Line Items] | |||||
Grant revenue | $ 400,000 |
Earnings per share (Details Nar
Earnings per share (Details Narrative) | Oct. 22, 2021shares |
Big Cypress Acquisition Corp [Member] | |
Earnings Per Share, Basic, by Common Class, Including Two Class Method [Line Items] | |
Shares received in exchange for all of its share capital | 36,465,343 |
Schedule of Earnings per Share
Schedule of Earnings per Share (Details) - USD ($) | 12 Months Ended | |
Dec. 31, 2021 | Dec. 31, 2020 | |
Earnings Per Share [Abstract] | ||
Net loss attributable to the Company's shareholders | $ (17,144,531) | $ 20,117,773 |
Weighted-average common shares outstanding-basic and diluted | 27,339,180 | |
Net loss per common share, basic and diluted | $ (0.63) | |
Net income attributable to the Company's shareholders | $ 20,117,773 | |
Weighted-average common shares outstanding – basic | 27,339,180 | 25,391,084 |
Net earnings per share, basic | $ (0.63) | $ 0.79 |
Net income attributable to the Company's shareholders | $ 20,117,773 | |
Weighted-average common shares outstanding-diluted | 27,339,180 | 27,011,482 |
Net earnings per share, diluted | $ (0.63) | $ 0.74 |
Summary of Anti-dilutive Shares
Summary of Anti-dilutive Shares Excluded from Calculation of Diluted Net Loss per Share (Details) | 12 Months Ended |
Dec. 31, 2021shares | |
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | |
Antidilutive securities excluded from computation of earnings per share, Total | 21,683,557 |
Stock Options [Member] | |
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | |
Antidilutive securities excluded from computation of earnings per share, Total | 3,724,957 |
Common Stock Warrants [Member] | |
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | |
Antidilutive securities excluded from computation of earnings per share, Total | 5,958,600 |
Earnout Shares [Member] | |
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | |
Antidilutive securities excluded from computation of earnings per share, Total | 10,491,937 |
Contingently Issuable Earnout Shares from Unexercised Rollover Options [Member] | |
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | |
Antidilutive securities excluded from computation of earnings per share, Total | 1,508,063 |
Schedule of Reconciliation of W
Schedule of Reconciliation of Weighted Average Common Shares Outstanding (Details) - shares | 12 Months Ended | |
Dec. 31, 2021 | Dec. 31, 2020 | |
Weighted Average Number of Shares Outstanding Reconciliation [Abstract] | ||
Weighted-average common shares outstanding – basic | 27,339,180 | 25,391,084 |
Stock options | 1,620,398 | |
Total | 27,339,180 | 27,011,482 |
Schedule of Equipment (Details)
Schedule of Equipment (Details) - USD ($) | Dec. 31, 2021 | Dec. 31, 2020 |
Property, Plant and Equipment [Line Items] | ||
Accumulated Depreciation, Depletion and Amortization, Property, Plant, and Equipment | $ 3,220,016 | $ 1,767,186 |
Property, plant and equipment net | 24,314,455 | 14,845,470 |
Laboratory Equipment [Member] | ||
Property, Plant and Equipment [Line Items] | ||
Property, Plant and Equipment, Gross | 7,431,988 | 5,205,346 |
Animal Facility [Member] | ||
Property, Plant and Equipment [Line Items] | ||
Property, Plant and Equipment, Gross | 8,357,667 | 3,371,125 |
Animal Facility Equipment [Member] | ||
Property, Plant and Equipment [Line Items] | ||
Property, Plant and Equipment, Gross | 1,253,879 | 1,003,629 |
Construction in Progress [Member] | ||
Property, Plant and Equipment [Line Items] | ||
Property, Plant and Equipment, Gross | 4,608,778 | 6,729,673 |
Leasehold Improvements [Member] | ||
Property, Plant and Equipment [Line Items] | ||
Property, Plant and Equipment, Gross | 5,700,364 | 185,971 |
Vehicles [Member] | ||
Property, Plant and Equipment [Line Items] | ||
Property, Plant and Equipment, Gross | 135,593 | 96,693 |
Office Furniture and Equipment [Member] | ||
Property, Plant and Equipment [Line Items] | ||
Property, Plant and Equipment, Gross | $ 46,202 | $ 20,219 |
Equipment (Details Narrative)
Equipment (Details Narrative) - USD ($) | 12 Months Ended | |
Dec. 31, 2021 | Dec. 31, 2020 | |
Property, Plant and Equipment [Abstract] | ||
Depreciation and amortization expense | $ 1,488,614 | $ 383,142 |
Property, Plant and Equipment, Useful Life | 3 years | |
Acquisition Costs, Period Cost | $ 5,000 |
Schedule of Construction-in-Pro
Schedule of Construction-in-Progress (Details) - USD ($) | Dec. 31, 2021 | Dec. 31, 2020 |
Property, Plant and Equipment [Line Items] | ||
Construction in Progress, Gross | $ 4,608,778 | $ 6,729,673 |
Construction in Progress [Member] | 200L Commercial Facility [Member] | ||
Property, Plant and Equipment [Line Items] | ||
Construction in Progress, Gross | 4,148,113 | |
Construction in Progress [Member] | 200L Commercial Facility Equipment [Member] | ||
Property, Plant and Equipment [Line Items] | ||
Construction in Progress, Gross | 486,381 | |
Construction in Progress [Member] | New Animal Barn [Member] | ||
Property, Plant and Equipment [Line Items] | ||
Construction in Progress, Gross | 1,551,167 | |
Construction in Progress [Member] | New Office Space [Member] | ||
Property, Plant and Equipment [Line Items] | ||
Construction in Progress, Gross | 11,183 | 477,907 |
Construction in Progress [Member] | Laboratory Space [Member] | ||
Property, Plant and Equipment [Line Items] | ||
Construction in Progress, Gross | 2,506,482 | |
Construction in Progress [Member] | Lab Equipment [Member] | ||
Property, Plant and Equipment [Line Items] | ||
Construction in Progress, Gross | 246,801 | |
Construction in Progress [Member] | IT Equipment for New Office Space [Member] | ||
Property, Plant and Equipment [Line Items] | ||
Construction in Progress, Gross | 212,209 | |
Construction in Progress [Member] | Software [Member] | ||
Property, Plant and Equipment [Line Items] | ||
Construction in Progress, Gross | 137,811 | |
Construction in Progress [Member] | Bioreactors [Member] | ||
Property, Plant and Equipment [Line Items] | ||
Construction in Progress, Gross | 1,280,728 | |
Construction in Progress [Member] | Other [Member] | ||
Property, Plant and Equipment [Line Items] | ||
Construction in Progress, Gross | $ 213,564 | $ 66,105 |
Leases (Details Narrative)
Leases (Details Narrative) | 1 Months Ended | 12 Months Ended | |||
Mar. 31, 2019USD ($)Agreement | Dec. 31, 2018USD ($)gal | Jul. 31, 2018USD ($) | Dec. 31, 2021USD ($)Period | Dec. 31, 2020USD ($) | |
Lessee, Lease, Description [Line Items] | |||||
Finance Lease, Right-of-Use Asset, Amortization | $ 165,000 | $ 165,000 | |||
Finance Lease, Interest Expense | 296,000 | 445,000 | |||
Operating lease payments | 1,147,000 | 564,000 | |||
Finance lease cash payments | $ 491,000 | 491,000 | |||
Ruby Cell Analyzer [Member] | |||||
Lessee, Lease, Description [Line Items] | |||||
Finance lease cash payments | $ 807 | ||||
Finance lease term | 5 years | ||||
Finance lease incorporation period | 2018-07 | ||||
Payments for Purchase of Other Assets | $ 1 | ||||
Dakota Ag Properties [Member] | |||||
Lessee, Lease, Description [Line Items] | |||||
Finance lease cash payments | $ 33,458 | ||||
Lessee finance lease interest rate | 8.00% | ||||
Finance lease term | 20 years | ||||
Finance lease incorporation period | 2018-12 | ||||
Sale Leaseback Transaction, Historical Cost | $ 4,000,000 | ||||
Equipment [Member] | |||||
Lessee, Lease, Description [Line Items] | |||||
Finance lease propane tank volume | gal | 12,000 | ||||
Finance lease cash payments | $ 8,199 | ||||
Finance lease term | 5 years | ||||
Finance lease incorporation period | 2018-12 | ||||
Laboratory Equipment [Member] | |||||
Lessee, Lease, Description [Line Items] | |||||
Finance lease cash payments | $ 5,956 | ||||
Finance lease term | 3 years | ||||
Finance lease incorporation period | 2019-03 | ||||
Payments for Purchase of Other Assets | $ 1 | ||||
Number of lease agreements | Agreement | 2 | ||||
Lab Space [Member] | |||||
Lessee, Lease, Description [Line Items] | |||||
Operating lease commencement period | 2014-06 | ||||
Operating lease expired period | 2019-06 | ||||
Operating lease amended expired period | 2024-08 | ||||
Lessee, Operating Lease, Existence of Option to Extend [true false] | false | ||||
Operating lease payments per month | $ 66,993 | ||||
Lessee, Operating Lease, Option to Terminate | This lease can be terminated with one year advance written notice. | ||||
Lessee, Operating Lease, Discount Rate | 4.54% | ||||
Office, Laboratory, and Warehouse [Member] | |||||
Lessee, Lease, Description [Line Items] | |||||
Operating lease commencement period | 2020-11 | ||||
Lessee, Operating Lease, Existence of Option to Extend [true false] | false | ||||
Operating lease number of option to extended additional period | Period | 3 | ||||
Operating lease option to extended additional period | 3 years | ||||
Lessee, Operating Lease, Discount Rate | 4.69% | ||||
Lessee, Operating Lease, Term of Contract | 3 years | ||||
Lease cost per month | $ 36,125 | ||||
Barn Space [Member] | |||||
Lessee, Lease, Description [Line Items] | |||||
Operating lease commencement period | 2020-04 | ||||
Lessee, Operating Lease, Discount Rate | 4.08% | ||||
Lessee, Operating Lease, Term of Contract | 2 years | ||||
Lease cost per month | $ 678 | 665 | |||
Research and Development Expense [Member] | |||||
Lessee, Lease, Description [Line Items] | |||||
Operating Lease, Expense | $ 1,083,000 | $ 710,000 |
Leases - Estimated Useful Lives
Leases - Estimated Useful Lives of Finance Lease Assets (Details) | 12 Months Ended |
Dec. 31, 2021 | |
Lessee, Lease, Description [Line Items] | |
Estimated useful lives of the finance lease assets | 3 years |
Animal Facilty [Member] | |
Lessee, Lease, Description [Line Items] | |
Estimated useful lives of the finance lease assets | 40 years |
Equipment [Member] | |
Lessee, Lease, Description [Line Items] | |
Estimated useful lives of the finance lease assets | 7 years |
Equipment [Member] | Minimum [Member] | |
Lessee, Lease, Description [Line Items] | |
Estimated useful lives of the finance lease assets | 3 years |
Equipment [Member] | Maximum [Member] | |
Lessee, Lease, Description [Line Items] | |
Estimated useful lives of the finance lease assets | 7 years |
Land [Member] | |
Lessee, Lease, Description [Line Items] | |
Estimated useful lives of the finance lease assets | Indefinite |
Leases - Schedule of Operating
Leases - Schedule of Operating and Finance Leases Discount Rate (Details) | Dec. 31, 2021 |
Leases [Abstract] | |
Operating Lease, Weighted Average Remaining Lease Term | 2 years 5 months 8 days |
Finance Lease, Weighted Average Remaining Lease Term | 16 years 9 months 18 days |
Operating Lease, Weighted Average Discount Rate, Percent | 4.58% |
Finance Lease, Weighted Average Discount Rate, Percent | 7.71% |
Leases - Schedule of Undiscount
Leases - Schedule of Undiscounted Future Minimum Lease Payments (Details) - USD ($) | Dec. 31, 2021 | Dec. 31, 2020 |
Operating Lease | ||
2022 | $ 1,240,333 | |
2023 | 1,169,559 | |
2024 | 535,943 | |
2025 | 0 | |
Undiscounted future minimum lease payments | 2,945,835 | |
Less: Amount representing interest payments | (150,237) | |
Total lease liabilities | 2,795,598 | |
Less current portion | (1,142,413) | $ (924,265) |
Noncurrent lease liabilities | 1,653,185 | 2,372,777 |
Finance Lease | ||
2022 | 444,928 | |
2023 | 406,339 | |
2024 | 401,496 | |
2025 | 401,496 | |
2026 | 401,496 | |
Thereafter | 4,784,494 | |
Undiscounted future minimum lease payments | 6,840,249 | |
Less: Amount representing interest payments | (2,916,769) | |
Total lease liabilities | 3,923,480 | |
Less current portion | (161,050) | (194,717) |
Noncurrent lease liabilities | $ 3,762,430 | $ 3,923,554 |
Schedule of Accrued Expenses an
Schedule of Accrued Expenses and Other Current Liabilities (Details) - USD ($) | Dec. 31, 2021 | Dec. 31, 2020 |
Payables and Accruals [Abstract] | ||
Accrued Vacation, Current | $ 552,629 | $ 438,936 |
Accrued Payroll Taxes, Current | 674,858 | 314,451 |
Accrued construction-in-progress | 548,988 | 637,776 |
Accrued supplies | 709,027 | 301,989 |
Accrued consulting | 179,082 | 120,744 |
Accrued clinical trial expense | 423,634 | |
Accrued outside laboratory services | 128,752 | |
Accrued bonus & severance | 1,804,288 | |
Accrued contract manufacturing | 1,000,824 | |
Accrued legal | 833,646 | |
Accrued financing fees payable | 5,100,000 | |
Accrued franchise tax payable | 216,251 | |
Other Accrued Liabilities, Current | 283,909 | 90,982 |
Total | $ 12,455,888 | $ 1,904,878 |
Schedule of Notes Payable (Deta
Schedule of Notes Payable (Details) - USD ($) | Dec. 31, 2021 | Dec. 31, 2020 |
Short-term Debt [Line Items] | ||
Total notes payable | $ 25,013 | $ 710,768 |
Less: notes payable - current portion | 25,013 | 538,731 |
Notes payable, noncurrent | 172,037 | |
Tractor Loan [Member] | ||
Short-term Debt [Line Items] | ||
Total notes payable | $ 25,013 | 49,156 |
PPP Loan [Member] | ||
Short-term Debt [Line Items] | ||
Total notes payable | $ 661,612 |
Notes Payable (Details Narrativ
Notes Payable (Details Narrative) - USD ($) | Nov. 15, 2017 | Apr. 30, 2020 | Dec. 31, 2021 | Dec. 31, 2017 | Dec. 31, 2020 |
Short-term Debt [Line Items] | |||||
Loans Payable to Bank | $ 18,997 | ||||
Term of agreement | 4 years | ||||
Debt Instrument, Periodic Payment | $ 440 | ||||
Gain on extinguishment of debt | $ 665,596 | ||||
Tractor [Member] | |||||
Short-term Debt [Line Items] | |||||
Debt Instrument, Interest Rate, Stated Percentage | 3.60% | ||||
Loans Payable | 25,013 | $ 49,156 | |||
Debt Instrument, Periodic Payment | $ 25,913 | ||||
Payments for Purchase of Other Assets | $ 116,661 | ||||
PPP Loan [Member] | |||||
Short-term Debt [Line Items] | |||||
Debt Instrument, Interest Rate, Stated Percentage | 1.00% | ||||
Proceeds from Bank Debt | $ 661,612 | ||||
Debt instrument maturity month and year | 2022-04 | ||||
Gain on extinguishment of debt | $ 665,596 |
Preferred Stock (Details Narrat
Preferred Stock (Details Narrative) - USD ($) | 12 Months Ended | |||||
Dec. 31, 2021 | Dec. 31, 2020 | Oct. 22, 2021 | Oct. 21, 2021 | Sep. 30, 2019 | Aug. 31, 2019 | |
Class of Stock [Line Items] | ||||||
Shares authorized | 10,000,000 | 10,000,000 | 10,000,000 | 50,000,000 | ||
Preferred Stock, Par or Stated Value Per Share | $ 0.0001 | $ 0.0001 | $ 0.0001 | |||
Preferred Stock, Shares Outstanding | 0 | 0 | 17,750,882 | 8,000,000 | ||
Preferred stock converted into common stock | 8,259,505 | |||||
Preferred Stock, Convertible, Terms | The effective conversion rate as of December 31, 2020 was 1:1. | |||||
Gross proceed | $ 9,900,206 | |||||
Common Stock [Member] | ||||||
Class of Stock [Line Items] | ||||||
Gross proceed | $ 20,000,000 | |||||
Series A Preferred Stock [Member] | ||||||
Class of Stock [Line Items] | ||||||
Shares authorized | 6,615,000 | |||||
Preferred Stock, Par or Stated Value Per Share | $ 1 | |||||
Series A-1 Preferred Stock [Member] | ||||||
Class of Stock [Line Items] | ||||||
Shares authorized | 2,525,800 | |||||
Preferred Stock, Par or Stated Value Per Share | $ 1.88 | |||||
Series A-2 Preferred Stock [Member] | ||||||
Class of Stock [Line Items] | ||||||
Shares authorized | 4,039,963 | |||||
Preferred Stock, Par or Stated Value Per Share | $ 3 | |||||
Series A-2A Preferred Stock [Member] | ||||||
Class of Stock [Line Items] | ||||||
Shares authorized | 3,333,333 | |||||
Preferred Stock, Par or Stated Value Per Share | $ 3 | |||||
Series B Preferred Stock [Member] | ||||||
Class of Stock [Line Items] | ||||||
Shares authorized | 8,571,429 | |||||
Preferred Stock, Par or Stated Value Per Share | $ 3.50 |
Stock Option Plans (Details Nar
Stock Option Plans (Details Narrative) - USD ($) $ in Millions | 12 Months Ended | ||||
Dec. 31, 2021 | Dec. 31, 2020 | Oct. 22, 2021 | Dec. 31, 2019 | Aug. 05, 2014 | |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||
Stock options vested and exercisable | 3,724,957 | 3,202,354 | |||
Number of Stock options, Exercised | 12,500 | 0 | |||
Share-based Compensation Arrangement by Share-based Payment Award, Options, Outstanding, Intrinsic Value | $ 28.9 | ||||
Aggregate intrinsic value of stock options unvested | 4.1 | ||||
Aggregate intrinsic value of stock options vested and exercisable | $ 24.8 | ||||
Share-based Compensation Arrangement by Share-based Payment Award, Fair Value Assumptions, Risk Free Interest Rate | 0.85% | 0.13% | |||
Share-based Compensation Arrangement by Share-based Payment Award, Options, Outstanding, Weighted Average Remaining Contractual Term | 6 years 3 months | 6 years 3 months | |||
Share-based Compensation Arrangement by Share-based Payment Award, Fair Value Assumptions, Expected Dividend Rate | 0.00% | 0.00% | |||
Estimated volatility | 92.80% | 106.10% | |||
Number of stock options, forfeited and expired | 0 | ||||
Number of stock options, forfeited | 328,718 | ||||
Number of stock options, expired | 0 | ||||
Share-based Compensation Arrangement by Share-based Payment Award, Options, Vested and Expected to Vest, Outstanding, Weighted Average Remaining Contractual Term | 5 years 9 months 10 days | ||||
Share-based Compensation Arrangement by Share-based Payment Award, Options, Vested and Expected to Vest, Exercisable, Weighted Average Remaining Contractual Term | 4 years 5 months 15 days | ||||
Number of stock options Vested during the period | 461,701 | 400,632 | |||
Share-based Payment Arrangement, Nonvested Award, Option, Cost Not yet Recognized, Amount | $ 6.6 | ||||
Unrecognized compensation expected to be recognized weighted-average period | 2 years 3 months 21 days | ||||
Stock Option Plan [Member] | |||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||
Number of shares authorized to issue under plan | 7,444,800 | 16,000,000 | 8,000,000 | ||
Omnibus Equity Incentive Plan [Member] | |||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||
common stock reserved for future issuance | 11,000,000 |
Summary of Stock Options (Detai
Summary of Stock Options (Details) - $ / shares | 12 Months Ended | |
Dec. 31, 2021 | Dec. 31, 2020 | |
Share-based Payment Arrangement [Abstract] | ||
Number of Stock Options Outstanding, at Beginning of Period | 4,101,943 | 3,139,855 |
Number of Stock Options, Granted | 1,346,947 | 962,088 |
Number of Stock Options, Forfeited | 328,718 | |
Number of Stock options, Exercised | 12,500 | 0 |
Number of Stock Options Outstanding, at End of Period | 5,107,672 | 4,101,943 |
Options Unvested at December 31, 2021 | 1,382,715 | |
Options Vested and exercisable at December 31, 2021 | 3,724,957 | 3,202,354 |
Weighted Average Fair value Price Per Share, at Beginning of Period | $ 1.43 | $ 0.82 |
Share-based Compensation Arrangement by Share-based Payment Award, Options, Grants in Period, Weighted Average Grant Date Fair Value | 5.36 | 3.44 |
Share-based Compensation Arrangement by Share-based Payment Award, Options, Nonvested Options Forfeited, Weighted Average Grant Date Fair Value | 2.17 | |
Weighted Average Fair Value Price Per Share, Exercised | 0.39 | |
Weighted Average Fair value Price Per Share, at Ending of Period | 2.30 | 1.43 |
Weighted Average Fair Value Unvested at December 31, 2021 | 5.41 | |
Weighted Average Fair Value Vested and exercisable at December 31, 2021 | 1.14 | |
Weighted Average Exercise Price Per Share, at Beginning of Period | 1.30 | 0.88 |
Share-based Compensation Arrangements by Share-based Payment Award, Options, Grants in Period, Weighted Average Exercise Price | 5.81 | 2.69 |
Share-based Compensation Arrangements by Share-based Payment Award, Options, Forfeitures in Period, Weighted Average Exercise Price | 2.06 | |
Weighted Average Exercise Price Per Share, Exercised | 0.54 | |
Weighted Average Exercise Price, at End of Period | 2.44 | $ 1.30 |
Weighted Average Exercise Price Unvested at December 31, 2021 | 5.92 | |
Weighted Average Exercise Price Vested and exercisable at December 31, 2021 | $ 1.16 |
Schedule of Share Based Compens
Schedule of Share Based Compensation Expense (Details) - USD ($) | 12 Months Ended | |
Dec. 31, 2021 | Dec. 31, 2020 | |
Share-based Payment Arrangement, Expensed and Capitalized, Amount [Line Items] | ||
Total | $ 2,314,682 | $ 1,295,423 |
Research and Development Expense [Member] | ||
Share-based Payment Arrangement, Expensed and Capitalized, Amount [Line Items] | ||
Total | 964,926 | 635,824 |
General and Administrative Expense [Member] | ||
Share-based Payment Arrangement, Expensed and Capitalized, Amount [Line Items] | ||
Total | $ 1,349,756 | $ 659,599 |
Schedule of Fair Value, Assets
Schedule of Fair Value, Assets and Liabilities Measured on Recurring Basis (Details) | Dec. 31, 2021USD ($) |
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | |
Public Warrants Liability | $ 10,292,500 |
Private Placement Warrants Liability | 427,630 |
Fair value of liabilities | 10,720,130 |
Fair Value, Inputs, Level 1 [Member] | |
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | |
Public Warrants Liability | 10,292,500 |
Fair value of liabilities | 10,292,500 |
Fair Value, Inputs, Level 3 [Member] | |
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | |
Private Placement Warrants Liability | 427,630 |
Fair value of liabilities | $ 427,630 |
Schedule of Change in Fair Valu
Schedule of Change in Fair Value Instruments (Details) - Fair Value, Inputs, Level 3 [Member] | 12 Months Ended |
Dec. 31, 2021USD ($) | |
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | |
Fair value liabilities, Beginning balance | $ 0 |
Initial Measurement on the Closing Date | 244,062 |
Changes in fair value of Private Placement Warrant liability | 183,568 |
Fair value of liabilities | $ 427,630 |
Fair Value Measurements (Detail
Fair Value Measurements (Details Narrative) - USD ($) | 12 Months Ended | |
Dec. 31, 2021 | Dec. 31, 2020 | |
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Assets fair value disclosure | $ 0 | $ 0 |
Fair Value, Recurring [Member] | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Liabilities fair value disclosure | $ 0 | $ 0 |
Public Warrants [Member] | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Sale of stock description | Each whole Public Warrant entitles the holder to purchase one share of the Company’s common stock at a price of $11.50 per share | |
Warrant price | $ 0.01 | |
Redemption of warrants description | the reported last sale price of the common stock equals or exceeds $18.00 per share (as adjusted for stock splits, stock dividends, reorganizations, recapitalizations and the like) for any 20 trading days within a | |
Warrants outstanding | 5,750,000 | |
Initial Measurement on the Closing Date | $ 6,300,000 | |
Changes in fair value of Private Placement Warrant liability | $ 4,000,000 | |
Public Warrants [Member] | Common Stock [Member] | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Share issued price | $ 11.50 | |
Private Placement Warrants [Member] | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Warrants outstanding | 208,600 |
Schedule of Key Inputs into Mon
Schedule of Key Inputs into Monte Carlo Simulation (Details) | Dec. 31, 2021$ / shares | Oct. 22, 2021$ / shares |
Fair Value Measurement Inputs and Valuation Techniques [Line Items] | ||
Initial measurement inputs, expected term remaining (years) | 4 years 9 months 21 days | 5 years |
Closing common stock price on the measurement date | $ 7.81 | $ 8.44 |
Risk-Free Interest Rate [Member] | ||
Fair Value Measurement Inputs and Valuation Techniques [Line Items] | ||
Initial measurement inputs | 0.0124 | 0.0122 |
Implied Volatility [Member] | ||
Fair Value Measurement Inputs and Valuation Techniques [Line Items] | ||
Initial measurement inputs | 0.430 | 0.255 |
Schedule of Deferred Tax Assets
Schedule of Deferred Tax Assets and Liabilities (Details) - USD ($) | Dec. 31, 2021 | Dec. 31, 2020 |
Income Tax Disclosure [Abstract] | ||
Net operating loss carryforwards | $ 5,078,429 | $ 2,659,082 |
Stock-based compensation | 1,156,235 | 600,592 |
Vacation accrual | 99,300 | 84,553 |
Lease Liabilities | 623,286 | 727,587 |
Other accrued expenses | 1,119,721 | |
Start-up costs | 297,136 | |
Total deferred tax assets | 8,374,107 | 4,071,814 |
Less valuation allowance | (5,300,689) | (2,320,958) |
Total deferred tax assets after valuation allowance | 3,073,418 | 1,750,856 |
Operating lease right-of-use asset | 551,547 | 641,135 |
Depreciation and amortization | 2,521,871 | 1,109,721 |
Total deferred tax liabilities | $ 3,073,418 | $ 1,750,856 |
Income Taxes (Details Narrative
Income Taxes (Details Narrative) - USD ($) | 12 Months Ended | |
Dec. 31, 2021 | Dec. 31, 2020 | |
Operating Loss Carryforwards [Line Items] | ||
Reconcilation effective tax rate | 21.00% | |
Increase (decrease) in valuation allowance of asset | $ 2,980,000 | $ (4,226,000) |
Federal net operating losses | $ 25,175,483 | |
Effective income tax rate percentage amount | 80.00% | |
Uncertain tax provision amount | $ 0 | 0 |
Income tax penalties accrued | 0 | 0 |
Income tax interest accrued | $ 0 | $ 0 |
Earliest Tax Year [Member] | ||
Operating Loss Carryforwards [Line Items] | ||
Income tax examination year | 2015 | |
Latest Tax Year [Member] | ||
Operating Loss Carryforwards [Line Items] | ||
Income tax examination year | 2021 |
Schedule of Income Tax Rate Rec
Schedule of Income Tax Rate Reconciliation (Details) - USD ($) | 12 Months Ended | |
Dec. 31, 2021 | Dec. 31, 2020 | |
Income Tax Disclosure [Abstract] | ||
Net (loss) income before tax | $ (17,144,531) | $ 20,117,773 |
Federal income tax at statutory rate | (3,600,352) | 4,224,732 |
State income tax, amount | (9,849) | 0 |
Permanent items | 1,029,874 | 918 |
Valuation allowance | 2,679,238 | (4,225,651) |
Total | ||
Effective Income Tax Rate Reconciliation, Other Adjustments, Amount | $ (98,911) | $ 1 |
Federal income tax at statutory rate, percentage | 21.00% | 21.00% |
State income tax percentage | 0.06% | |
permanent items, Percentage | (6.01%) | (0.01%) |
Valuation allowance, percentage | (15.63%) | (20.99%) |
Effective Income Tax Rate Reconciliation, Other Adjustments, Percent | 0.58% | |
Effective income tax rate reconciliation | 0.00% | 0.00% |
Related Party Transactions (Det
Related Party Transactions (Details Narrative) - USD ($) | 12 Months Ended | ||
Dec. 31, 2021 | Dec. 31, 2020 | Feb. 24, 2016 | |
Related Party Transaction [Line Items] | |||
Consulting fees | $ 25,000 | $ 25,000 | |
Due from related party | 6,250 | 6,250 | |
Purchases from related party | 19,000 | ||
Lease payments | 1,147,000 | 564,000 | |
Dakota Ag Properties [Member] | |||
Related Party Transaction [Line Items] | |||
Lease payments | 435,000 | 401,000 | |
Sanford Health Corporation [Member] | |||
Related Party Transaction [Line Items] | |||
Due from related party | 0 | 10,000 | |
Lease payments | $ 108,000 | $ 152,000 | |
Christiansen Land and Cattle Ltd [Member] | Revolving Credit Facility [Member] | |||
Related Party Transaction [Line Items] | |||
Long-term Line of Credit | $ 3,000,000 |
Employee Benefit Plan (Details
Employee Benefit Plan (Details Narrative) - USD ($) | 12 Months Ended | |
Dec. 31, 2021 | Dec. 31, 2020 | |
Retirement Benefits [Abstract] | ||
Percentage of employee contribution matching contribution | 100.00% | 50.00% |
Percentage of employee contribution | 3.00% | 2.00% |
Employee contribution amount | $ 325,000 | $ 188,000 |
Joint Development Agreement (De
Joint Development Agreement (Details Narrative) | 1 Months Ended | 12 Months Ended | |
Jun. 30, 2019USD ($)ft² | Dec. 31, 2021USD ($) | Dec. 31, 2020USD ($) | |
Defined Benefit Plan Disclosure [Line Items] | |||
Lease payments | $ 1,147,000 | $ 564,000 | |
Design costs expense | 57,183,589 | 27,908,659 | |
University of South Dakota Research Park Inc [Member] | |||
Defined Benefit Plan Disclosure [Line Items] | |||
Number of lease agreement square feet | ft² | 41,195 | ||
Lease completion of building initial term | 12 years | ||
Lease payments | $ 118,000 | ||
Design costs | 2,120,000 | 2,120,000 | |
Design costs expense | 580,000 | 580,000 | |
Budget remaining | 2,700,000 | 2,700,000 | |
Receivables project | 0 | 0 | |
Payables project | $ 0 | $ 0 | |
University of South Dakota Research Park Inc [Member] | Maximum [Member] | |||
Defined Benefit Plan Disclosure [Line Items] | |||
Pre construction costs | $ 2,700,000 |
Subsequent Events (Details Narr
Subsequent Events (Details Narrative) | Mar. 28, 2022USD ($)ft² | Jan. 31, 2022USD ($)shares | Dec. 31, 2021USD ($) | Dec. 31, 2020USD ($) |
Subsequent Event [Line Items] | ||||
Restricted cash | $ 6,338,306 | |||
Rent due on annual basis | 1,147,000 | $ 564,000 | ||
Sanford [Member] | ||||
Subsequent Event [Line Items] | ||||
Rent due on annual basis | 108,000 | $ 152,000 | ||
Subsequent Events [Member] | Third Amendment to Amended and Restated Lease Agreement [Member] | Sanford [Member] | Storage, Laboratory and Office Space [Member] | ||||
Subsequent Event [Line Items] | ||||
Area of property leased | ft² | 4,035 | |||
Rent due per square foot | $ 25.27 | |||
Rent due on annual basis | 841,061 | |||
Rent due on monthly basis | $ 70,088 | |||
Forward Share Purchase Agreement [Member] | ||||
Subsequent Event [Line Items] | ||||
Restricted cash | 6,300,000 | |||
Restricted cash remaining | $ 800,000 | |||
Forward Share Purchase Agreement [Member] | Subsequent Events [Member] | ||||
Subsequent Event [Line Items] | ||||
Repurchase of common stock shares | shares | 546,658 | |||
Payment for repurchase common stock | $ 5,500,000 | |||
Forward purchase liability | $ 0 |