Cover
Cover | 9 Months Ended |
Sep. 30, 2021 | |
Cover [Abstract] | |
Document Type | S-1 |
Amendment Flag | false |
Entity Registrant Name | SAB Biotherapeutics, Inc. |
Entity Central Index Key | 0001833214 |
Entity Tax Identification Number | 85-3899721 |
Entity Incorporation, State or Country Code | DE |
Entity Address, Address Line One | 2100 East 54th Street North |
Entity Address, City or Town | Sioux Falls |
Entity Address, State or Province | SD |
Entity Address, Postal Zip Code | 57104 |
City Area Code | 605 |
Local Phone Number | 679-6980 |
Entity Filer Category | Non-accelerated Filer |
Entity Small Business | true |
Entity Emerging Growth Company | true |
Elected Not To Use the Extended Transition Period | false |
Condensed Consolidated Balance
Condensed Consolidated Balance Sheets - USD ($) | Sep. 30, 2021 | Dec. 31, 2020 | Dec. 31, 2019 | |
Current assets | ||||
Cash and cash equivalents | $ 10,750,762 | $ 12,610,383 | $ 6,345,969 | |
Accounts receivable, net | 10,213,217 | 20,569,497 | 2,818,735 | |
Prepaid expenses | 943,574 | 1,275,134 | 124,004 | |
Total current assets | 21,907,553 | 34,455,014 | 9,288,708 | |
Operating lease right-of-use assets | 2,590,682 | 3,053,022 | 1,861,726 | |
Financing lease right-of-use assets | 4,064,568 | 4,184,427 | 4,349,463 | |
Equipment, net | 22,568,477 | 14,845,470 | 2,503,658 | |
Total assets | 51,131,280 | 56,537,933 | 18,003,555 | |
Current liabilities | ||||
Accounts payable | 4,122,602 | 7,382,361 | 2,170,768 | |
Notes payable - current portion | 24,143 | 538,731 | 28,214 | |
Operating lease liabilities, current portion | 1,035,211 | 924,265 | 371,263 | |
Finance lease liabilities, current portion | 180,243 | 194,717 | 182,343 | |
Due to related party | 16,778 | 6,250 | ||
Deferred grant income | 100,000 | 100,000 | ||
Accrued expenses and other current liabilities | 5,009,099 | 1,904,878 | 494,554 | |
Note payable - related party | 1,364,644 | |||
Total current liabilities | 10,471,298 | 11,061,730 | 4,618,036 | |
Operating lease liabilities, noncurrent | 1,753,527 | 2,372,777 | 1,519,366 | |
Finance lease liabilities, noncurrent | 3,803,432 | 3,923,554 | 4,118,272 | |
Notes payable, noncurrent | 25,013 | 172,037 | 53,448 | |
Total liabilities | 16,053,270 | 17,530,098 | 10,309,122 | |
Commitments and contingencies (Note 16) | ||||
Redeemable preferred stock | ||||
Series A-2A Redeemable preferred stock; $0.0001 par value; 3,333,333 shares designated, issued, and outstanding at December 31, 2019; liquidation preference of $9,999,999 at December 31, 2019 | 9,999,999 | |||
Stockholders’ equity (deficit) | ||||
Common stock value | 3,522 | 3,522 | 3,522 | |
Additional paid-in capital | 52,649,882 | 50,986,672 | 29,791,662 | |
Accumulated deficit | (17,577,455) | (11,984,420) | (32,102,193) | |
Total stockholders’ equity (deficit) | 35,078,010 | 39,007,835 | (2,305,566) | |
Total liabilities, redeemable preferred stock and stockholders’ equity (deficit) | 51,131,280 | 56,537,933 | 18,003,555 | |
Series A Preferred Stock [Member] | ||||
Stockholders’ equity (deficit) | ||||
Preferred stock value | 662 | 662 | 662 | |
Series A-1 Preferred Stock [Member] | ||||
Stockholders’ equity (deficit) | ||||
Preferred stock value | 253 | 253 | 253 | |
Series A-2 Preferred Stock [Member] | ||||
Stockholders’ equity (deficit) | ||||
Preferred stock value | 404 | 404 | 404 | |
Series A-2A Preferred Stock [Member] | ||||
Stockholders’ equity (deficit) | ||||
Preferred stock value | 333 | 333 | ||
Series B Preferred Stock [Member] | ||||
Stockholders’ equity (deficit) | ||||
Preferred stock value | 409 | 409 | $ 124 | |
Big Cypress Acquisition Corp [Member] | ||||
Current assets | ||||
Cash and cash equivalents | 667,873 | 84,836 | ||
Prepaid expenses | 102,742 | 2,258 | ||
Total current assets | 770,615 | 87,094 | ||
Deferred offering costs | 235,111 | |||
Marketable securities held in Trust Account | 116,158,244 | |||
Total assets | 116,928,859 | 322,205 | ||
Current liabilities | ||||
Accrued offering costs and expenses | 322,376 | 156,201 | ||
Note payable - related party | 150,000 | |||
Total current liabilities | 322,376 | 306,201 | ||
Deferred underwriting fee | 4,220,500 | |||
Warrant liability | 5,529,312 | |||
Total liabilities | 10,072,188 | 306,201 | ||
Commitments and contingencies (Note 16) | ||||
Redeemable preferred stock | ||||
Series A-2A Redeemable preferred stock; $0.0001 par value; 3,333,333 shares designated, issued, and outstanding at December 31, 2019; liquidation preference of $9,999,999 at December 31, 2019 | 116,150,000 | |||
Stockholders’ equity (deficit) | ||||
Preferred stock value | ||||
Common stock value | 330 | 288 | [1] | |
Additional paid-in capital | 24,712 | |||
Accumulated deficit | (9,293,659) | (8,996) | ||
Total stockholders’ equity (deficit) | (9,293,329) | 16,004 | ||
Total liabilities, redeemable preferred stock and stockholders’ equity (deficit) | $ 116,928,859 | $ 322,205 | ||
[1] | Includes up to 343,125 31,875 ). As a result of the underwriter’s election to fully exercise their over-allotment option on January 14, 2021, the founder shares and representative shares are no longer subject to forfeiture (see Note 8). |
Condensed Consolidated Balanc_2
Condensed Consolidated Balance Sheets (Parenthetical) - USD ($) | 2 Months Ended | ||
Dec. 31, 2020 | Sep. 30, 2021 | Dec. 31, 2019 | |
Preferred stock, shares issued | 0 | 0 | |
Preferred stock, shares outstanding | 0 | 0 | |
Common stock, par value | $ 0.0001 | $ 0.0001 | $ 0.0001 |
Common stock, shares issued | 35,216,000 | 35,216,000 | 35,216,000 |
Common stock, shares outstanding | 35,216,000 | 35,216,000 | 35,216,000 |
Common stock, shares designated | 110,000,000 | 110,000,000 | 110,000,000 |
Series A Preferred Stock [Member] | |||
Preferred stock, par value | $ 0.0001 | $ 0.0001 | $ 0.0001 |
Preferred stock, shares issued | 6,615,000 | 6,615,000 | 6,615,000 |
Preferred stock, shares outstanding | 6,615,000 | 6,615,000 | 6,615,000 |
Preferred stock, shares designated | 6,615,000 | 6,615,000 | 6,615,000 |
Preferred stock, liquidation preference value | $ 6,615,000 | $ 6,615,000 | $ 6,615,000 |
Series A-1 Preferred Stock [Member] | |||
Preferred stock, par value | $ 0.0001 | $ 0.0001 | $ 0.0001 |
Preferred stock, shares issued | 2,525,800 | 2,525,800 | 2,525,800 |
Preferred stock, shares outstanding | 2,525,800 | 2,525,800 | 2,525,800 |
Preferred stock, shares designated | 2,525,800 | 2,525,800 | 2,525,800 |
Preferred stock, liquidation preference value | $ 4,752,040 | $ 4,752,040 | $ 4,752,040 |
Series A-2 Preferred Stock [Member] | |||
Preferred stock, par value | $ 0.0001 | $ 0.0001 | $ 0.0001 |
Preferred stock, shares issued | 4,039,963 | 4,039,963 | 4,039,963 |
Preferred stock, shares outstanding | 4,039,963 | 4,039,963 | 4,039,963 |
Preferred stock, shares designated | 4,039,963 | 4,039,963 | 4,039,963 |
Preferred stock, liquidation preference value | $ 12,119,889 | $ 12,119,889 | $ 12,119,889 |
Series A-2A Preferred Stock [Member] | |||
Temporary equity, shares issued | 3,333,333 | ||
Preferred stock, par value | $ 0.0001 | $ 0.0001 | |
Preferred stock, shares issued | 3,333,333 | 3,333,333 | |
Preferred stock, shares outstanding | 3,333,333 | 3,333,333 | |
Preferred stock, shares designated | 3,333,333 | 3,333,333 | |
Preferred stock, liquidation preference value | $ 9,999,999 | $ 9,999,999 | |
Temporary equity, par value | $ 0.0001 | ||
Temporary equity, shares designated | 3,333,333 | ||
Temporary equity, shares outstanding | 3,333,333 | ||
Temporary equity, liquidation preference value | $ 9,999,999 | ||
Series B Preferred Stock [Member] | |||
Preferred stock, par value | $ 0.0001 | $ 0.0001 | $ 0.0001 |
Preferred stock, shares issued | 4,090,540 | 4,090,540 | 1,236,786 |
Preferred stock, shares outstanding | 4,090,540 | 4,090,540 | 1,236,786 |
Preferred stock, shares designated | 8,571,429 | 8,571,429 | 8,571,429 |
Preferred stock, liquidation preference value | $ 14,316,890 | $ 14,316,890 | $ 4,328,751 |
Sponsor [Member] | Maximum [Member] | |||
Shares subject to forfeiture | 343,125 | ||
Ladenburg and Certain Employees [Member] | Maximum [Member] | |||
Shares subject to forfeiture | 31,875 | ||
Big Cypress Acquisition Corp [Member] | |||
Temporary equity, shares issued | 0 | 11,500,000 | |
Redemption price | $ 10.10 | $ 10.10 | |
Preferred stock, par value | $ 0.0001 | $ 0.0001 | |
Preferred stock, shares authorized | 1,000,000 | 1,000,000 | |
Preferred stock, shares issued | 0 | 0 | |
Preferred stock, shares outstanding | 0 | 0 | |
Common stock, par value | $ 0.0001 | $ 0.0001 | |
Common stock, shares authorized | 50,000,000 | 50,000,000 | |
Common stock, shares issued | 2,875,000 | 3,292,200 | |
Common stock, shares outstanding | 2,875,000 | 3,292,200 | |
Shares subject to forfeiture | 375,000 | ||
Big Cypress Acquisition Corp [Member] | Sponsor [Member] | Maximum [Member] | |||
Shares subject to forfeiture | 343,125 | ||
Big Cypress Acquisition Corp [Member] | Ladenburg and Certain Employees [Member] | Maximum [Member] | |||
Shares subject to forfeiture | 31,875 |
Condensed Consolidated Statemen
Condensed Consolidated Statements of Operations - USD ($) | 2 Months Ended | 3 Months Ended | 9 Months Ended | 12 Months Ended | |||
Dec. 31, 2020 | Sep. 30, 2021 | Sep. 30, 2021 | Sep. 30, 2020 | Dec. 31, 2020 | Dec. 31, 2019 | ||
Revenue | |||||||
Total revenue | $ 49,817,825 | $ 29,482,614 | $ 55,237,759 | $ 3,441,807 | |||
Operating expenses | |||||||
Research and development | 46,535,671 | 12,601,333 | 27,908,659 | 8,019,705 | |||
General and administrative | 9,331,125 | 4,907,306 | 6,772,303 | 4,095,642 | |||
Total operating expenses | 55,866,796 | 17,508,639 | 34,680,962 | 12,115,347 | |||
Income (loss) from operations | (6,048,971) | 11,973,975 | 20,556,797 | (8,673,540) | |||
Other income (expense): | |||||||
Interest income | 14,571 | 21,283 | 26,131 | 113,133 | |||
Other income | 669,549 | 3,630 | 3,996 | 2,594 | |||
Interest expense | (228,184) | (325,789) | (469,151) | (428,476) | |||
Net income (loss) | $ (5,593,035) | $ 11,673,099 | $ 20,117,773 | $ (8,986,289) | |||
Basic and diluted weighted average shares outstanding | 35,216,000 | 35,216,000 | |||||
Basic and diluted net loss per share, Common stock | $ (0.16) | $ (0.26) | |||||
Earnings (loss) per common share attributable to the Corporation’s shareholders | |||||||
Basic earnings (loss) per common share | (0.16) | $ 0.22 | $ 0.37 | (0.26) | |||
Diluted earnings (loss) per common share | $ (0.16) | $ 0.20 | $ 0.35 | $ (0.26) | |||
Weighted-average common shares outstanding - basic | 35,216,000 | 35,216,000 | 35,216,000 | 35,216,000 | |||
Weighted-average common shares outstanding - diluted | 35,216,000 | 58,496,676 | 58,051,614 | 35,216,000 | |||
Grant Revenue [Member] | |||||||
Revenue | |||||||
Total revenue | $ 49,817,825 | $ 29,482,614 | $ 55,237,759 | $ 3,441,807 | |||
Big Cypress Acquisition Corp [Member] | |||||||
Operating expenses | |||||||
Total operating expenses | $ 335,552 | 704,011 | |||||
Income (loss) from operations | (335,552) | (704,011) | |||||
Other income (expense): | |||||||
Interest earned on marketable securities held in Trust Account | 2,929 | 8,244 | |||||
Offering costs allocated to warrants | (359,874) | ||||||
Change in fair value of warrant liability | 1,794 | 1,495,871 | |||||
Total other income (expense) | 4,723 | 1,144,241 | |||||
Formation and operating costs | $ 8,996 | ||||||
Net income (loss) | $ (8,996) | $ (330,829) | $ 440,230 | ||||
Basic and diluted weighted average shares outstanding | 2,500,000 | [1] | 14,792,200 | 14,224,714 | |||
Basic and diluted net loss per share, Common stock | $ 0 | $ (0.02) | $ 0.03 | ||||
[1] | Excludes up to 343,125 31,875 As a result of the underwriter’s election to fully exercise their over-allotment option on January 14, 2021, the founder shares and representative shares are no longer subject to forfeiture (see Note 8). |
Condensed Consolidated Statem_2
Condensed Consolidated Statements of Operations (Parenthetical) | 2 Months Ended |
Dec. 31, 2020shares | |
Big Cypress Acquisition Corp [Member] | |
Shares subject to forfeiture | 375,000 |
Sponsor [Member] | Maximum [Member] | |
Shares subject to forfeiture | 343,125 |
Sponsor [Member] | Maximum [Member] | Big Cypress Acquisition Corp [Member] | |
Shares subject to forfeiture | 343,125 |
Ladenburg and Certain Employees [Member] | Maximum [Member] | |
Shares subject to forfeiture | 31,875 |
Ladenburg and Certain Employees [Member] | Maximum [Member] | Big Cypress Acquisition Corp [Member] | |
Shares subject to forfeiture | 31,875 |
Condensed Consolidated Statem_3
Condensed Consolidated Statement of Changes In Redeemable Preferred Stock and Stockholders' Equity - USD ($) | Common Stock [Member]Big Cypress Acquisition Corp [Member] | Common Stock [Member] | Additional Paid-in Capital [Member]Big Cypress Acquisition Corp [Member] | Additional Paid-in Capital [Member] | Retained Earnings [Member]Big Cypress Acquisition Corp [Member] | Retained Earnings [Member] | Preferred Stock [Member]Series A-2A Redeemable Preferred Stock [Member] | Preferred Stock [Member]Series A Preferred Stock [Member] | Preferred Stock [Member]Series A-1 Preferred Stock [Member] | Preferred Stock [Member]Series A-2 Preferred Stock [Member] | Preferred Stock [Member]Series A-2A Preferred Stock [Member] | Preferred Stock [Member]Series B Preferred Stock [Member] | Big Cypress Acquisition Corp [Member] | Series B Preferred Stock [Member] | Total | ||
Beginning balance, value at Dec. 31, 2018 | $ 3,522 | $ 25,115,498 | $ (23,115,904) | $ 9,999,999 | $ 662 | $ 253 | $ 404 | $ 2,004,435 | |||||||||
Beginning balance, shares at Dec. 31, 2018 | 35,216,000 | 3,333,333 | 6,615,000 | 2,525,800 | 4,039,963 | ||||||||||||
Stock-based compensation | 371,388 | 371,388 | |||||||||||||||
Issuance of preferred stock in private offerings, net of issuance cost | 4,304,776 | $ 124 | 4,304,900 | ||||||||||||||
Issuance of preferred stock in private offerings, net of issuance costs, shares | 1,236,786 | 1,236,786 | |||||||||||||||
Net income (loss) | (8,986,289) | (8,986,289) | |||||||||||||||
Ending balance, value at Dec. 31, 2019 | $ 3,522 | 29,791,662 | (32,102,193) | $ 9,999,999 | $ 662 | $ 253 | $ 404 | $ 124 | (2,305,566) | ||||||||
Ending balance, shares at Dec. 31, 2019 | 35,216,000 | 3,333,333 | 6,615,000 | 2,525,800 | 4,039,963 | 1,236,786 | |||||||||||
Termination of redemption feature | 9,999,666 | $ (9,999,999) | $ 333 | 9,999,999 | |||||||||||||
Termination of redemption feature, shares | (3,333,333) | 3,333,333 | |||||||||||||||
Stock-based compensation | 1,040,776 | 1,040,776 | |||||||||||||||
Issuance of preferred stock in private offerings, net of issuance cost | 9,899,920 | $ 285 | 9,900,205 | ||||||||||||||
Issuance of preferred stock in private offerings, net of issuance costs, shares | 2,853,754 | ||||||||||||||||
Net income (loss) | 11,673,099 | 11,673,099 | |||||||||||||||
Ending balance, value at Sep. 30, 2020 | $ 3,522 | 50,732,024 | 20,429,094 | $ 662 | $ 253 | $ 404 | $ 333 | $ 409 | 30,308,513 | ||||||||
Ending balance, shares at Sep. 30, 2020 | 35,216,000 | 6,615,000 | 2,525,800 | 4,039,963 | 3,333,333 | 4,090,540 | |||||||||||
Beginning balance, value at Dec. 31, 2019 | $ 3,522 | 29,791,662 | (32,102,193) | $ 9,999,999 | $ 662 | $ 253 | $ 404 | $ 124 | (2,305,566) | ||||||||
Beginning balance, shares at Dec. 31, 2019 | 35,216,000 | 3,333,333 | 6,615,000 | 2,525,800 | 4,039,963 | 1,236,786 | |||||||||||
Termination of redemption feature | 9,999,666 | $ (9,999,999) | $ 333 | 9,999,999 | |||||||||||||
Termination of redemption feature, shares | (3,333,333) | 3,333,333 | |||||||||||||||
Stock-based compensation | 1,295,423 | 1,295,423 | |||||||||||||||
Issuance of preferred stock in private offerings, net of issuance cost | 9,899,921 | $ 285 | 9,900,206 | ||||||||||||||
Issuance of preferred stock in private offerings, net of issuance costs, shares | 2,853,754 | 2,853,754 | |||||||||||||||
Net income (loss) | 20,117,773 | 20,117,773 | |||||||||||||||
Ending balance, value at Dec. 31, 2020 | $ 288 | $ 3,522 | $ 24,712 | 50,986,672 | $ (8,996) | (11,984,420) | $ 662 | $ 253 | $ 404 | $ 333 | $ 409 | $ 16,004 | 39,007,835 | ||||
Ending balance, shares at Dec. 31, 2020 | 2,875,000 | [1] | 35,216,000 | 6,615,000 | 2,525,800 | 4,039,963 | 3,333,333 | 4,090,540 | |||||||||
Beginning balance, value at Nov. 11, 2020 | |||||||||||||||||
Beginning balance, shares at Nov. 11, 2020 | [1] | 0 | |||||||||||||||
Common stock issued to Sponsor | $ 288 | 24,712 | 25,000 | ||||||||||||||
Common stock issued to Sponsor, shares | [1] | 2,875,000 | |||||||||||||||
Net income (loss) | (8,996) | (8,996) | |||||||||||||||
Ending balance, value at Dec. 31, 2020 | $ 288 | $ 3,522 | 24,712 | 50,986,672 | (8,996) | (11,984,420) | $ 662 | $ 253 | $ 404 | $ 333 | $ 409 | 16,004 | 39,007,835 | ||||
Ending balance, shares at Dec. 31, 2020 | 2,875,000 | [1] | 35,216,000 | 6,615,000 | 2,525,800 | 4,039,963 | 3,333,333 | 4,090,540 | |||||||||
Sale of 11,500,000 Units, net of underwriting discount and offering expenses | $ 1,150 | 1,150 | |||||||||||||||
Sale of 11,500,000 Units, net of underwriting discount and offering expenses, shares | 11,500,000 | ||||||||||||||||
Sale of 417,200 Private Placement Units, net of private warrant liability and proceeds used to overfund trust account | $ 42 | 2,771,995 | 2,772,037 | ||||||||||||||
Sale of 417,200 Private Placement Units, net of private warrant liability and proceeds used to overfund trust account, Shares | 417,200 | ||||||||||||||||
Proceeds received from sale of shares to representative | 2,105 | 2,105 | |||||||||||||||
Net income (loss) | 2,973,220 | 2,973,220 | |||||||||||||||
Common stock subject to possible redemption | $ (1,150) | (1,150) | |||||||||||||||
Common stock subject to possible redemption, shares | (11,500,000) | ||||||||||||||||
Accretion of common stock subject to possible redemption | (2,798,812) | (9,724,893) | (12,523,705) | ||||||||||||||
Ending balance, value at Mar. 31, 2021 | $ 330 | (6,760,669) | (6,760,339) | ||||||||||||||
Ending balance, shares at Mar. 31, 2021 | 3,292,200 | ||||||||||||||||
Beginning balance, value at Dec. 31, 2020 | $ 288 | $ 3,522 | 24,712 | 50,986,672 | (8,996) | (11,984,420) | $ 662 | $ 253 | $ 404 | $ 333 | $ 409 | 16,004 | 39,007,835 | ||||
Beginning balance, shares at Dec. 31, 2020 | 2,875,000 | [1] | 35,216,000 | 6,615,000 | 2,525,800 | 4,039,963 | 3,333,333 | 4,090,540 | |||||||||
Stock-based compensation | 1,663,210 | 1,663,210 | |||||||||||||||
Net income (loss) | (5,593,035) | 440,230 | (5,593,035) | ||||||||||||||
Ending balance, value at Sep. 30, 2021 | $ 330 | $ 3,522 | 52,649,882 | (9,293,659) | (17,577,455) | $ 662 | $ 253 | $ 404 | $ 333 | $ 409 | (9,293,329) | 35,078,010 | |||||
Ending balance, shares at Sep. 30, 2021 | 3,292,200 | 35,216,000 | 6,615,000 | 2,525,800 | 4,039,963 | 3,333,333 | 4,090,540 | ||||||||||
Beginning balance, value at Mar. 31, 2021 | $ 330 | (6,760,669) | (6,760,339) | ||||||||||||||
Beginning balance, shares at Mar. 31, 2021 | 3,292,200 | ||||||||||||||||
Net income (loss) | (2,202,161) | (2,202,161) | |||||||||||||||
Ending balance, value at Jun. 30, 2021 | $ 330 | (8,962,830) | (8,962,500) | ||||||||||||||
Ending balance, shares at Jun. 30, 2021 | 3,292,200 | ||||||||||||||||
Net income (loss) | (330,829) | (330,829) | |||||||||||||||
Ending balance, value at Sep. 30, 2021 | $ 330 | $ 3,522 | $ 52,649,882 | $ (9,293,659) | $ (17,577,455) | $ 662 | $ 253 | $ 404 | $ 333 | $ 409 | $ (9,293,329) | $ 35,078,010 | |||||
Ending balance, shares at Sep. 30, 2021 | 3,292,200 | 35,216,000 | 6,615,000 | 2,525,800 | 4,039,963 | 3,333,333 | 4,090,540 | ||||||||||
[1] | Includes up to 343,125 31,875 ). As a result of the underwriter’s election to fully exercise their over-allotment option on January 14, 2021, the founder shares and representative shares are no longer subject to forfeiture (see Note 8). |
Condensed Consolidated Statem_4
Condensed Consolidated Statement of Changes In Redeemable Preferred Stock and Stockholders' Equity (Parenthetical) - USD ($) | 3 Months Ended | 9 Months Ended | 12 Months Ended | |
Mar. 31, 2021 | Sep. 30, 2021 | Dec. 31, 2020 | Dec. 31, 2019 | |
Issuance cost | $ 87,949 | $ 23,852 | ||
Series B Preferred Stock [Member] | ||||
Issuance cost | $ 87,949 | |||
Big Cypress Acquisition Corp [Member] | ||||
Sale of unit | 11,500,000 | |||
Sale of private unit | 417,200 |
Condensed Consolidated Statem_5
Condensed Consolidated Statements of Cash Flows - USD ($) | 2 Months Ended | 9 Months Ended | 12 Months Ended | ||
Dec. 31, 2020 | Sep. 30, 2021 | Sep. 30, 2020 | Dec. 31, 2020 | Dec. 31, 2019 | |
Cash flows from operating activities: | |||||
Net income (loss) | $ (5,593,035) | $ 11,673,099 | $ 20,117,773 | $ (8,986,289) | |
Adjustments to reconcile net income (loss) to net cash provided by (used in) operating activities: | |||||
Gain on extinguishment of PPP Loan | (661,612) | ||||
Depreciation and amortization | 868,630 | 223,888 | 383,142 | 197,210 | |
Amortization of right-of-use assets | 123,777 | 123,777 | 165,036 | 126,197 | |
Stock-based compensation expense | 1,663,210 | 1,040,776 | 1,295,423 | 371,388 | |
Gain (loss) on sale of equipment | (5,488) | (2,252) | (2,252) | 421 | |
Changes in operating assets and liabilities | |||||
Accounts receivable | 10,356,280 | (8,009,864) | (17,750,762) | (2,562,909) | |
Prepaid expenses | 331,559 | 56,414 | (1,151,130) | (45,512) | |
Right-of-use assets - operating lease | (45,964) | 171,908 | 215,122 | (10,848) | |
Due to related party | (2,727) | 4,914 | 10,528 | (6,353) | |
Accounts payable | (3,273,848) | (193,554) | 5,211,593 | 1,555,046 | |
Accrued expense and other current liabilities | 3,104,260 | 384,272 | 1,410,324 | 143,628 | |
Deferred income | 100,000 | ||||
Accrued interest | 3,580 | ||||
Net cash provided by (used in) operating activities | 6,865,042 | 5,473,378 | 10,004,795 | (9,214,440) | |
Cash flows from investing activities: | |||||
Proceeds from the sale of equipment | 9,000 | ||||
Purchases of equipment | (8,581,735) | (7,371,717) | (12,731,702) | (608,748) | |
Net cash used in investing activities | (8,581,735) | (7,371,717) | (12,722,702) | (608,748) | |
Cash flows from financing activities: | |||||
Payments on related party notes payable | (1,364,644) | (405,112) | |||
Proceeds from sale of preferred stock, net of debt issuance costs | 9,900,205 | 9,900,206 | 4,304,900 | ||
Proceeds from Paycheck Protection Program SBA Loan | 661,612 | 661,612 | |||
Principal payments on finance lease | (142,928) | (129,495) | (182,347) | (143,284) | |
Payments of notes payable | (1,373,846) | ||||
Payments of notes payable | (32,506) | (74,876) | |||
Net cash provided by financing activities | (142,928) | 9,058,476 | 8,982,321 | 3,681,628 | |
Net increase (decrease) in cash and cash equivalents | (1,859,621) | 7,160,137 | 6,264,414 | (6,141,560) | |
Cash and cash equivalents | |||||
Beginning of year | 12,610,383 | 6,345,969 | 6,345,969 | 12,487,529 | |
End of year | $ 12,610,383 | 10,750,762 | 13,506,106 | 12,610,383 | 6,345,969 |
Supplemental disclosures | |||||
Cash paid for interest | 228,184 | 329,369 | 469,151 | 428,476 | |
Supplemental information on non-cash investing and finance activities: | |||||
Right-of-use assets obtained in exchange for operating lease liabilities | 260,682 | $ 993,622 | 1,773,135 | 1,979,801 | |
Right-of-use assets obtained in exchange for financing lease liabilities | $ 198,512 | ||||
Big Cypress Acquisition Corp [Member] | |||||
Cash flows from operating activities: | |||||
Net income (loss) | (8,996) | 440,230 | |||
Adjustments to reconcile net income (loss) to net cash provided by (used in) operating activities: | |||||
Interest earned on marketable securities held in Trust Account | (8,244) | ||||
Offering costs allocated to warrants | 359,874 | ||||
Change in fair value of warrant liability | (1,495,871) | ||||
Changes in operating assets and liabilities | |||||
Prepaid assets | (2,558) | (100,484) | |||
Accrued expenses | 1,222 | 251,154 | |||
Net cash provided by (used in) operating activities | (10,032) | (553,341) | |||
Cash flows from investing activities: | |||||
Investment of cash in Trust Account | (116,150,000) | ||||
Net cash used in investing activities | (116,150,000) | ||||
Cash flows from financing activities: | |||||
Proceeds from sale of Units, net of underwriting discounts | 113,470,500 | ||||
Proceeds from sale of Private Placement Units | 4,172,000 | ||||
Proceeds from sale of representative shares | 2,105 | ||||
Payments on related party notes payable | (150,000) | ||||
Proceeds from issuance of founder shares | 25,000 | ||||
Proceeds from issuance of promissory note to related party | 150,000 | ||||
Payment of deferred offering costs | (80,132) | (208,227) | |||
Net cash provided by financing activities | 94,868 | 117,286,378 | |||
Net increase (decrease) in cash and cash equivalents | 84,836 | 583,037 | |||
Cash and cash equivalents | |||||
Beginning of year | 84,836 | ||||
End of year | 84,836 | 667,873 | $ 84,836 | ||
Supplemental disclosures | |||||
Deferred offering costs included in accrued offering costs and expenses | $ 154,979 | ||||
Supplemental information on non-cash investing and finance activities: | |||||
Initial value of common stock subject to possible redemption | 116,150,000 | ||||
Initial classification of warrant liability | 7,025,183 | ||||
Deferred underwriters’ discount payable charged to additional paid-in capital | 4,220,500 | ||||
Accretion of common stock subject to possible redemptions | $ 12,523,705 |
Organization and Business Opera
Organization and Business Operations | 2 Months Ended | 9 Months Ended |
Dec. 31, 2020 | Sep. 30, 2021 | |
Big Cypress Acquisition Corp [Member] | ||
Consolidation, Less than Wholly Owned Subsidiary, Parent Ownership Interest, Effects of Changes, Net [Line Items] | ||
Organization and Business Operations | Note 1 — Organization and Business Operations Big Cypress Acquisition Corp. (the “Company”) is a newly organized blank check company incorporated in Delaware on November 12, 2020. The Company was formed for the purpose of effecting a merger, capital stock exchange, asset acquisition, stock purchase, reorganization or similar business combination with one or more businesses (“Business Combination”). The Company has not selected any specific business combination target and the Company has not, nor has anyone on its behalf, initiated any substantive discussions, directly or indirectly, with any business combination target with respect to the Business Combination . As of December 31, 2020, the Company had not commenced any operations. All activity for the period from November 12, 2020 (inception) through December 31, 2020 relates to the Company’s formation and preparation for the Initial Public Offering (“IPO”) as described below. The Company will not generate any operating revenues until after the completion of its initial Business Combination, at the earliest. The Company will generate non-operating income in the form of interest income on cash and cash equivalents from the proceeds derived from the Initial Public Offering as described below. The Company has selected December 31 as its fiscal year end. The Company’s sponsor is Big Cypress Holdings LLC, a Delaware limited liability company (the “Sponsor”). Subsequent to December 31, 2020, the registration statement for the Company’s IPO was declared effective by the U.S. Securities and Exchange Commission (the “SEC”) on January 11, 2021 (the “Effective Date”). On January 14, 2021, the Company 11,500,000 1,500,000 10.00 115,000,000 417,200 10.00 4,172,000 Each Unit consists of one share of common stock, and one-half redeemable warrant to purchase one share of common stock at a price of $ 11.50 Transaction costs of the IPO amounted to $ 6,038,360 1,529,500 4,220,500 288,360 Following the closing of the IPO on January 14, 2021, $ 116,150,000 10.10 The Company will provide its public stockholders with the opportunity to redeem all or a portion of their public shares upon the completion of the initial business combination either (i) in connection with a stockholder meeting called to approve the initial business combination or (ii) by means of a tender offer. The decision as to whether the Company will seek stockholder approval of a proposed initial business combination or conduct a tender offer will be made by the Company, solely in its discretion. The stockholders will be entitled to redeem their shares for a pro rata portion of the amount then on deposit in the Trust Account (initially approximately $10.10 per share, plus any pro rata interest earned on the funds held in the Trust Account and not previously released to the Company to pay its tax obligations). The shares of common stock subject to redemption will be recorded at a redemption value and classified as temporary equity upon the completion of the IPO, in accordance with Accounting Standards Codification (“ASC”) Topic 480 “Distinguishing Liabilities from Equity.” In such case, the Company will proceed with a Business Combination if the Company has net tangible assets of at least $5,000,001 upon such consummation of a Business Combination and, if the Company seeks stockholder approval, a majority of the issued and outstanding shares voted are voted in favor of the Business Combination. The Company will have 15 months (or up to 21 months) from the closing of the IPO to consummate a Business Combination (the “Combination Period”). However, if the Company is unable to complete a Business Combination within the Combination Period, the Company will redeem 100% of the outstanding public shares for a pro rata portion of the funds held in the trust account, equal to the aggregate amount then on deposit in the trust account including interest earned on the funds held in the trust account and not previously released to the Company to pay its franchise and income taxes, divided by the number of then outstanding public shares, subject to applicable law and as further described in registration statement, and then seek to dissolve and liquidate. The Sponsor, officers and directors have agreed to (i) waive their redemption rights with respect to their founder shares and placement shares in connection with the completion of the initial business combination, (ii) waive their redemption rights with respect to their founder shares and placement shares in connection with a stockholder vote to approve an amendment to the Company’s amended and restated certificate of incorporation, and (iii) waive their rights to liquidating distributions from the trust account with respect to their founder shares and placement shares if the Company fails to complete the initial business combination within the Combination Period. The Company’s Sponsor has agreed that it will be liable to the Company if and to the extent any claims by a third party for services rendered or products sold to the Company, or a prospective target business with which the Company has entered into a written letter of intent, confidentiality or similar agreement or business combination agreement, reduce the amount of funds in the trust account to below the lesser of (i) $10.00 per public share and (ii) the actual amount per public share held in the trust account as of the date of the liquidation of the trust account, if less than $10.00 per share due to reductions in the value of the trust assets, less taxes payable, provided that such liability will not apply to any claims by a third party or prospective target business who executed a waiver of any and all rights to the monies held in the trust account (whether or not such waiver is enforceable) nor will it apply to any claims under the Company’s indemnity of the underwriters of this offering against certain liabilities, including liabilities under the Securities Act. However, the Company has not asked its Sponsor to reserve for such indemnification obligations, nor has the Company independently verified whether its Sponsor has sufficient funds to satisfy its indemnity obligations and believe that the Company’s Sponsor’s only assets are securities of the Company. Therefore, the Company cannot assure that its Sponsor would be able to satisfy those obligations. Liquidity and Capital Resources As of December 31, 2020, the Company had $ 84,836 219,107 25,000 150,000 Subsequent to December 31, 2020, on January 14, 2021, simultaneous with the consummation of the IPO, the net proceeds from the consummation of the Private Placement not held in Trust were deposited into the Company’s operating bank account (see Note 8). As of January 14, 2021, the Company had approximately $ 1.2 1.2 Based on the foregoing, management believes that the Company will have sufficient working capital and borrowing capacity to meet its needs through the earlier of the consummation of a Business Combination or one year from this filing. Risks and Uncertainties Management continuing to evaluate the impact of the COVID-19 pandemic and has concluded that while it is reasonably possible that it could have a negative effect on the Company’s financial position, results of its operations and/or search for a target company, the specific impact is not readily determinable as of the date of these financial statements. The financial statements do not include any adjustments that might result from the outcome of this uncertainty. | Note 1 — Organization and Business Operations As of September 30, 2021, Big Cypress Acquisition Corp. (the “Company”), our predecessor, was a blank check company incorporated in Delaware on November 12, 2020. The Company was formed for the purpose of effecting a merger, capital stock exchange, asset acquisition, stock purchase, reorganization or similar business combination with one or more businesses (“Business Combination”). Prior to the Business Combination (described in Note 10), the Company had one subsidiary, Big Cypress Merger Sub Inc., a direct, wholly-owned subsidiary of the Company incorporated in Delaware on June 17, 2021 (“Merger Sub”). As of September 30, 2021, the Company had not commenced any operations. All activity through September 30, 2021 relates to the Company’s formation and the Initial Public Offering (“IPO”) which is described below, and identifying a target company for a Business Combination. The Company will not generate any operating revenues until after the completion of a Business Combination, at the earliest. The Company generates non-operating income in the form of interest income from the proceeds derived from the Initial Public Offering. The registration statement for the Company’s IPO was declared effective by the U.S. Securities and Exchange Commission (the “SEC”) on January 11, 2021 (the “Effective Date”). On January 14, 2021, the Company 11,500,000 1,500,000 10.00 115,000,000 Each Unit consists of one share of common stock, and one-half redeemable warrant to purchase one share of common stock at a price of $ 11.50 Simultaneously with the closing of the IPO, the Company consummated the sale of 417,200 10.00 4,172,000 Transaction costs of the IPO amounted to $ 6,108,360 1,529,500 4,220,500 358,360 359,874 Following the closing of the IPO on January 14, 2021, $ 116,150,000 100,000 The Company will provide its public stockholders with the opportunity to redeem all or a portion of their public shares upon the completion of the initial business combination either (i) in connection with a stockholder meeting called to approve the initial business combination or (ii) by means of a tender offer. The decision as to whether the Company will seek stockholder approval of a proposed initial business combination or conduct a tender offer will be made by the Company, solely in its discretion. The stockholders will be entitled to redeem their shares for a pro rata portion of the amount then on deposit in the Trust Account (initially approximately $ 10.10 The Company will have 15 months (or up to 21 months) from the closing of the IPO on January 14, 2021 to consummate a Business Combination (the “Combination Period”). However, if the Company is unable to complete a Business Combination within the Combination Period, the Company will redeem 100% of the outstanding public shares for a pro rata portion of the funds held in the trust account, equal to the aggregate amount then on deposit in the trust account including interest earned on the funds held in the trust account and not previously released to the Company to pay its franchise and income taxes, divided by the number of then outstanding public shares, subject to applicable law and as further described in registration statement, and then seek to dissolve and liquidate. The Sponsor, officers and directors have agreed to (i) waive their redemption rights with respect to their founder shares and placement shares in connection with the completion of the initial business combination, (ii) waive their redemption rights with respect to their founder shares and placement shares in connection with a stockholder vote to approve an amendment to the Company’s amended and restated certificate of incorporation, and (iii) waive their rights to liquidating distributions from the trust account with respect to their founder shares and placement shares if the Company fails to complete the initial business combination within the Combination Period. In order to protect the amounts held in the Trust Account, the Sponsor has agreed that it will be liable to the Company if and to the extent any claims by a third party for services rendered or products sold to the Company, or a prospective target business with which the Company has entered into a written letter of intent, confidentiality or similar agreement or business combination agreement, reduce the amount of funds in the trust account to below the lesser of (i) $ 10.10 Risks and Uncertainties Management is continuing to evaluate the impact of the COVID-19 pandemic and has concluded that while it is reasonably possible that it could have a negative effect on the Company’s financial position, results of its operations and/or search for a target company, the specific impact is not readily determinable as of the date of these financial statements. The financial statements do not include any adjustments that might result from the outcome of this uncertainty. |
Restatement of Previously Issue
Restatement of Previously Issued Financial Statements | 9 Months Ended |
Sep. 30, 2021 | |
Big Cypress Acquisition Corp [Member] | |
Restatement of Previously Issued Financial Statements | Note 2 — Restatement of Previously Issued Financial Statements In connection with the preparation of the Company’s financial statements as of September 30, 2021, management determined it should restate certain of its previously reported financial statements. The Company previously determined the common stock subject to possible redemption to be equal to the redemption value of $ 10.10 per common stock while also taking into consideration its charter’s requirement that a redemption cannot result in net tangible assets being less than $ 5,000,001 . Upon review of certain of its financial statements for the period ended September 30, 2021, the Company reevaluated the classification of the common stock and determined that the common stock issued during the Initial Public Offering and pursuant to the exercise of the underwriters’ overallotment can be redeemed or become redeemable subject to the occurrence of future events considered outside the Company’s control under ASC 480-10-S99. Therefore, management concluded that the carrying value should include all common stock subject to possible redemption, resulting in the common stock subject to possible redemption being classified as temporary equity in its entirety. As a result, management has noted a reclassification adjustment related to temporary equity and permanent equity. This resulted in a restatement to the initial carrying value of the common stock subject to possible redemption with the offset recorded to additional paid-in capital (to the extent available), retained earnings (accumulated deficit) and common stock. In connection with the change in presentation for the common stock subject to possible redemption, the Company also restated its earnings per share calculation to allocate net income (loss) evenly to common stock subject to redemption and those that are not subject to redemption. This presentation contemplates a Business Combination as the most likely outcome, in which case, both classes of common stock share pro rata in the income (loss) of the Company. There has been no change in the Company’s total assets, liabilities or operating results. The impact of the restatement on the Company’s financial statements is reflected in the following table: Schedule of Financial Statements is Reflected As Reported Adjustment As Restated Balance Sheet as of January 14, 2021 (as revised in footnote 2 per form 10-Q filed on May 21, 2021) Common Stock subject to possible redemption $ 101,131,827 $ 15,018,173 $ 116,150,000 Common stock, $ 0.0001 479 (149 ) 330 Additional Paid in Capital 5,359,507 (5,359,507 ) — Accumulated Deficit (359,892 ) (9,658,517 ) (10,018,499 ) Total Stockholders’ Equity (Deficit) $ 5,000,004 $ (15,018,173 ) $ (10,018,169 ) Number of shares subject to redemption 10,013,052 1,486,948 11,500,000 Balance Sheet as of March 31, 2021 (per form 10-Q filed on May 21, 2021) Common Stock subject to possible redemption $ 104,389,656 $ 11,760,344 $ 116,150,000 Common stock, $ 0.0001 445 (115 ) 330 Additional Paid in Capital 2,035,336 (2,035,336 ) — Retained Earnings (Accumulated Deficit) 2,964,224 (9,724,892 ) (6,760,669 ) Total Stockholders’ Equity (Deficit) $ 5,000,005 $ (11,760,344 ) $ (6,760,339 ) Number of shares subject to redemption 10,335,609 1,164,391 11,500,000 Unaudited Statement of Operations for the three months ended March 31, 2021 (per form 10-Q filed on May 21, 2021) Basic and diluted weighted average shares outstanding, common stock subject to redemption 3,532,050 9,538,777 13,070,827 Basic and diluted net income per common share $ 0.84 $ (0,61 ) $ 0.23 Balance Sheet as of June 30, 2021 (per form 10-Q filed on August 9, 2021) Common Stock subject to possible redemption ($) $ 102,187,499 $ 13,962,501 $ 116,150,000 Common stock, $ 0.0001 467 (137 ) 330 Additional Paid in Capital 4,237,471 (4,237,471 ) — Retained Earnings (Accumulated Deficit) 762,063 (9,724,893 ) (8,962,830 ) Total Stockholders’ Equity (Deficit) $ 5,000,002 $ (13,962,501 ) $ (8,962,500 ) Number of shares subject to redemption 10,117,574 1,382,426 11,500,000 Unaudited Statement of Operations For the three and six months ended June 30, 2021 (per form 10-Q filed on August 9, 2021) Three months ended June 30, 2021 Basic and diluted weighted average shares outstanding, common stock subject to redemption 4,443,103 10,349,097 14,792,000 Basic and diluted net loss per common share $ (0.50 ) $ 0.35 $ (0.15 ) Six months ended June 30, 2021 Basic and diluted weighted average shares outstanding, common stock subject to redemption 4,162,957 9,773,212 13,936,269 Basic and diluted net loss per common share $ 0.18 $ (0.12 ) $ 0.06 |
Summary of Significant Accounti
Summary of Significant Accounting Policies | 2 Months Ended | 9 Months Ended | 12 Months Ended |
Dec. 31, 2020 | Sep. 30, 2021 | Dec. 31, 2020 | |
Summary of Significant Accounting Policies | (2) Summary of Significant Accounting Policies The Corporation’s significant accounting policies are disclosed in the audited consolidated financial statements as of, and for the years ended, December 31, 2020 and 2019, included in the proxy statement/prospectus filed with the SEC on September 24, 2021. Since the date of such audited consolidated financial statements, there have been no changes to the Corporation’s significant accounting policies, except as disclosed in Note 3, New Accounting Standards | (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 accounting principles generally accepted in the United States of America (“U.S. GAAP”) and include all adjustments necessary for the fair presentation of the Corporation’s financial position for the years presented. Principles of consolidation The accompanying consolidated financial statements include the results of the Corporation 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 Corporation’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 Corporation’s product candidates, the Corporation’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 Corporation’s ability to raise capital. The Corporation currently has no commercially approved products and there can be no assurance that the Corporation’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 Corporation operates in an environment of rapid change and is dependent upon the continued services of its employees and obtaining and protecting intellectual property. SAb Biotherapeutics, Inc. and subsidiaries Notes to consolidated financial statements Funding from government grants is not guaranteed to cover all costs, and additional funding may be needed to cover operational costs as we move 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 Corporation has used significant estimates in its determination of stock-based compensation assumptions, determination of the fair value of the Corporation’s common stock, determination of the incremental borrowing rate (“IBR”) used in the calculation of the Corporation’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 and cash equivalents 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. Accounts receivable Accounts receivable are carried at original invoice amount, less an allowance for doubtful accounts. The Corporation 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 allowance for doubtful accounts was $ 0 Concentration of credit risk The Corporation 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 Corporation received approximately 96 85 4 12 Lease liabilities and right-of-use assets The Corporation 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 SAb Biotherapeutics, Inc. and subsidiaries Notes to consolidated financial statements 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 Corporation’s research and development projects, fees paid to consultants and various entities that perform certain research and testing on behalf of the Corporation, and expenses related to salaries, benefits, and stock-based compensation granted to employees in research and development functions. During 2020 and 2019, the Corporation had contracts with multiple contract research organizations (“CRO”) to complete studies as part of research grant agreements. In the case of SAB-185, the CRO has been contracted and paid by the US government. For SAB-176, PPD Development, LP acting as the CRO oversaw the Phase 1 safety study. The terms of that agreement are subject to confidentiality, and the status of the agreement is that it is current, in good standing and approximately 90 35 Equipment The Corporation records equipment at cost less depreciation. Depreciation is calculated using straight-line methods over the following estimated useful lives: Schedule of Estimated Useful Lives Animal facility equipment 7 Laboratory equipment 7 Leasehold improvements Shorter of asset life or lease term Office furniture & equipment 5 Vehicles 5 Repairs and maintenance expenses are expensed as incurred. Impairment of long-lived assets The Corporation 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 Corporation 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 Corporation believes that long-lived assets are recoverable, and no Stock-based compensation FASB ASC Topic 718, Compensation—Stock Compensation Income taxes Deferred income taxes reflect future tax effects of temporary differences between the tax and financial reporting basis of the Corporation’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. SAb Biotherapeutics, Inc. and subsidiaries Notes to consolidated financial statements The Corporation 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 Corporation 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 Corporation’s revenue is primarily generated through grants from government and other (non-government) organizations. 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 Corporation concluded that payments received under these grants represent conditional, nonreciprocal contributions, as described in ASC 958, Not-for-Profit Entities Revenue from Contracts with Customers Comprehensive income (loss) The Corporation had no items of comprehensive income (loss) other than its net income (loss). Litigation From time to time, the Corporation is involved in legal proceedings, investigations and claims generally incidental to its normal business activities. In accordance with U.S. GAAP, the Corporation 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 In accordance with ASC 260, Earnings per Share In 2019, the Corporation issued shares of preferred stock, which it determined qualified as participating securities, as defined in ASC 260. Under ASC 260, securities are considered participating securities if the securities may participate in undistributed earnings with common stock, whether that participation is conditioned upon the occurrence of a specified event or not. In accordance with ASC 260, a company is required to use the two-class method when computing net income (loss) per share when a company has securities that qualify as participating securities. The two-class method is an earnings allocation formula that determines net income (loss) per share for each class of common stock and participating security according to dividends declared (or accumulated) and participation rights in undistributed earnings. The two-class method requires income (loss) available to common stockholders for the period to be allocated between common stock and participating securities based upon their respective rights to share in the earnings as if all income (loss) for the period had been distributed. Participating securities are included in the computation of basic net income (loss) per share using the two-class method. Under the two-class method, basic net income (loss) per share is computed by dividing net income (loss) attributable to the shareholders of the Corporation attributable to common stockholders by the weighted-average common shares outstanding during the period. Diluted net income (loss) per share for the Corporation’s common stock is computed using the more dilutive of the two-class method or the if-converted method. SAb Biotherapeutics, Inc. and subsidiaries Notes to consolidated financial statements Segment reporting In accordance with ASC 280, Segment Reporting one 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. As of December 31, 2020 and 2019, the Corporation does not have any assets and liabilities that are recorded at fair value on a recurring basis. The Corporation believes that the carrying amounts of its cash and cash equivalents, accounts receivable, and debt approximate their fair values due to their near-term maturities. Common stock valuations The Corporation is required to periodically estimate the fair value of its common stock with the assistance of an independent third-party valuation expert when issuing stock options and computing its estimated stock-based compensation expense. The assumptions underlying these valuations represented management’s best estimates, which involved inherent uncertainties and the application of significant levels of management judgment. In order to determine the fair value of its common stock, the Corporation considered, among other items, previous transactions involving the sale of the Corporation’s securities, the Corporation’s 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 the Corporation’s common stock. Reclassification The prior period amount of $ 3.4 SAb Biotherapeutics, Inc. and subsidiaries Notes to consolidated financial statements | |
Big Cypress Acquisition Corp [Member] | |||
Summary of Significant Accounting Policies | Note 2 — Significant Accounting Policies Summary of Significant Accounting Policies Basis of Presentation The accompanying financial statements are presented in conformity with accounting principles generally accepted in the United States of America (“US GAAP”) and pursuant to the rules and regulations of the U.S. Securities and Exchange Commission (the “SEC”). 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 growth companies but any such election to opt out is irrevocable. The Company has elected not to opt out of such extended transition period which means that when a standard is issued or revised and it has different application dates for public or private companies, the Company, as an emerging growth company, can adopt the new or revised standard at the time private companies adopt the new or revised standard. This may make comparison of the Company’s financial statements with another public company which is neither an emerging growth company nor an emerging growth company which has opted out of using the extended transition period difficult or impossible because of the potential differences in accounting standards used. Use of Estimates The preparation of financial statements in conformity with US GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of expenses during the reporting period. Actual results could differ from those estimates. Cash and Cash Equivalents The Company considers all short-term investments with an original maturity of three months or less when purchased to be cash equivalents. The Company did no Deferred Offering Costs Deferred offering costs consist of legal, accounting and other expenses incurred through the balance sheet date that are directly related to the IPO and that will be charged to stockholders’ equity upon the completion of the IPO. Fair Value of Financial Instruments The fair value of the Company’s assets and liabilities approximates the carrying amounts represented in the accompanying balance sheet, primarily due to their short-term nature. Net Loss Per Common Stock Net loss per share is computed by dividing net loss by the weighted average number of shares of common stock outstanding during the period, excluding common stock subject to forfeiture. Weighted average shares were reduced for the effect of an aggregate of 375,000 As a result of the underwriter’s election to fully exercise their over-allotment option on January 14, 2021, the 375,000 Income Taxes The Company accounts for income taxes under ASC 740 Income Taxes (“ASC 740”). ASC 740 requires the recognition of deferred tax assets and liabilities for both the expected impact of differences between the financial statement and tax basis of assets and liabilities and for the expected future tax benefit to be derived from tax loss and tax credit carry forwards. ASC 740 additionally requires a valuation allowance to be established when it is more likely than not that all or a portion of deferred tax assets will not be realized. The deferred tax assets were deemed to be de minimus as of December 31, 2020. ASC 740 also clarifies the accounting for uncertainty in income taxes recognized in an enterprise’s financial statements and prescribes a recognition threshold and measurement process for financial statement recognition and measurement of a tax position taken or expected to be taken in a tax return. For those benefits to be recognized, a tax position must be more-likely-than-not to be sustained upon examination by taxing authorities. ASC 740 also provides guidance on derecognition, classification, interest and penalties, accounting in interim period, disclosure and transition. The Company recognizes accrued interest and penalties related to unrecognized tax benefits as income tax expense. There were no unrecognized tax benefits and no amounts accrued for interest and penalties as of December 31, 2020. The Company is currently not aware of any issues under review that could result in significant payments, accruals or material deviation from its position. The Company has identified the United States as its only “major” tax jurisdiction. The Company is subject to income tax examinations by major taxing authorities since inception. These potential examinations may include questioning the timing and amount of deductions, the nexus of income among various tax jurisdictions and compliance with federal and state tax laws. The Company’s management does not expect that the total amount of unrecognized tax benefits will materially change over the next twelve months. The provision for income taxes was deemed to be de minimus for the period from November 12, 2020 (inception) through December 31, 2020. Concentration of Credit Risk Financial instruments that potentially subject the Company to concentrations of credit risk consist of cash accounts in a financial institution, which, at times, may exceed the federal depository insurance coverage of $ 250,000 Recent Accounting Pronouncements Management does not believe that any recently issued, but not effective, accounting standards, if currently adopted, would have a material effect on the Company’s financial statements. | Note 3 — Significant Accounting Policies Summary of Significant Accounting Policies Basis of Presentation The accompanying unaudited condensed financial statements have been prepared in accordance with accounting principles generally accepted in the United States of America (“GAAP”) for interim financial information and in accordance with the instructions to Form 10-Q and Article 10 of Regulation S-X of the SEC. Certain information or footnote disclosures normally included in financial statements prepared in accordance with GAAP have been condensed or omitted, pursuant to the rules and regulations of the SEC for interim financial reporting. Accordingly, they do not include all the information and footnotes necessary for a complete presentation of financial position, results of operations, or cash flows. In the opinion of management, the accompanying unaudited condensed financial statements include all adjustments, consisting of a normal recurring nature, which are necessary for a fair presentation of the financial position, operating results and cash flows for the periods presented The accompanying unaudited condensed financial statements should be read in conjunction with the Company’s Annual Report on Form 10-K for the year ended December 31, 2020 as filed with the SEC on April 2, 2021, which contains the audited financial statements and notes thereto. The interim results for the three months and nine months ended September 30, 2021 are not necessarily indicative of the results to be expected for the year ending December 31, 2021 or for any future interim periods. 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 growth companies but any such election to opt out is irrevocable. The Company has elected not to opt out of such extended transition period which means that when a standard is issued or revised and it has different application dates for public or private companies, the Company, as an emerging growth company, can adopt the new or revised standard at the time private companies adopt the new or revised standard. This may make comparison of the Company’s financial statements with another public company which is neither an emerging growth company nor an emerging growth company which has opted out of using the extended transition period difficult or impossible because of the potential differences in accounting standards used. Use of Estimates The preparation of financial statements in conformity with US GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of expenses during the reporting period. Actual results could differ from those estimates. Cash and Cash Equivalents The Company considers all short-term investments with an original maturity of three months or less when purchased to be cash equivalents. The Company did no Marketable Securities Held in Trust Account At September 30, 2021, substantially all of the assets held in the Trust Account were held in money market funds which invest U.S. Treasury securities. Warrant Liabilities The Company evaluated the Public Warrants and Private Placement Warrants (each as defined herein and collectively, “Warrants”, which are discussed in Note 2, Note 4, Note 5 and Note 9) in accordance with ASC 815-40, “Derivatives and Hedging — Contracts in Entity’s Own Equity”, and concluded that a provision in the Warrant Agreement related to certain tender or exchange offers precludes the Warrants from being accounted for as components of equity. As the Warrants meet the definition of a derivative as contemplated in ASC 815, the Warrants are recorded as derivative liabilities on the Condensed Balance Sheet and measured at fair value at inception (on the date of the IPO) and at each reporting date in accordance with ASC 820, “Fair Value Measurement”, with changes in fair value recognized in the Condensed Statement of Operations in the period of change. Offering Costs Associated with the Initial Public Offering The Company complies with the requirements of the ASC 340-10-S99-1. Offering costs consisted of legal, accounting, underwriting fees and other costs incurred through the Initial Public Offering that were directly related to the Initial Public Offering. Offering costs are allocated to the separable financial instruments issued in the Initial Public Offering based on a relative fair value basis, compared to total proceeds received. Offering costs associated with warrant liabilities are expensed as incurred, presented as non-operating expenses in the statement of operations. Offering costs associated with the common stock were charged to temporary equity upon the completion of the Initial Public Offering . Transaction costs amounted to $ 6,108,360 359,874 Common Stock Subject to Possible Redemption All of the 11,500,000 shares of common stock sold as part of the Units in the IPO contain a redemption feature which allows for the redemption of such public shares in connection with the Company’s liquidation, if there is a stockholder vote or tender offer in connection with the Business Combination and in connection with certain amendments to the Company’s certificate of incorporation. In accordance with SEC and its staff’s guidance on redeemable equity instruments, which has been codified in ASC 480-10-S99, redemption provisions not solely within the control of the Company require common stock subject to redemption to be classified outside of permanent equity. The common stock is subject to SEC and its staff’s guidance on redeemable equity instruments, which has been codified in ASC 480-10-S99. If it is probable that the equity instrument will become redeemable, the Company has the option to either accrete changes in the redemption value over the period from the date of issuance (or from the date that it becomes probable that the instrument will become redeemable, if later) to the earliest redemption date of the instrument or to recognize changes in the redemption value immediately as they occur and adjust the carrying amount of the instrument to equal the redemption value at the end of each reporting period. The Company recognizes changes in redemption value immediately as they occur. Immediately upon the closing of the IPO, the Company recognized the accretion from initial book value to redemption amount value. The change in the carrying value of redeemable common stock resulted in charges against additional paid-in capital and accumulated deficit. As of September 30, 2021, the common stock reflected on the balance sheet are reconciled in the following table: Schedule of Common Stock Reflected on the Balance Sheet Gross proceeds from IPO $ 116,150,000 Less: Proceeds allocated to Public Warrants (6,775,220 ) Common stock issuance costs (5,748,485 ) Plus: Accretion of carrying value to redemption value 12,523,705 Common stock subject to possible redemption $ 116,150,000 Income Taxes The Company accounts for income taxes under ASC 740 Income Taxes (“ASC 740”). ASC 740 requires the recognition of deferred tax assets and liabilities for both the expected impact of differences between the financial statement and tax basis of assets and liabilities and for the expected future tax benefit to be derived from tax loss and tax credit carry forwards. ASC 740 additionally requires a valuation allowance to be established when it is more likely than not that all or a portion of deferred tax assets will not be realized. The deferred tax assets were deemed to be de minimis as of September 30, 2021 and December 31, 2020. ASC 740 also clarifies the accounting for uncertainty in income taxes recognized in an enterprise’s financial statements and prescribes a recognition threshold and measurement process for financial statement recognition and measurement of a tax position taken or expected to be taken in a tax return. For those benefits to be recognized, a tax position must be more-likely-than-not to be sustained upon examination by taxing authorities. ASC 740 also provides guidance on derecognition, classification, interest and penalties, accounting in interim period, disclosure and transition. The Company recognizes accrued interest and penalties related to unrecognized tax benefits as income tax expense. There were no Net Income (Loss) Per Common Share The Company complies with accounting and disclosure requirements of FASB ASC Topic 260, Earnings Per Share. Net loss per share is computed by dividing net loss by the weighted average number of shares of common stock outstanding during the period. The Company has not considered the effect of any warrants sold in the Initial Public Offering and the private placement to purchase 5,958,600 shares of common stock in the calculation of diluted loss per share, since the exercise of the warrants are contingent upon the occurrence of future events. As a result, diluted net loss per common share is the same as basic net loss per common share for the period presented. Accretion of the carrying value of common stock to redemption value is excluded from net income per ordinary share because the redemption value approximates fair value. The table below presents a reconciliation of the numerator and denominator used to compute basic and diluted net income (loss) per share: Schedule of reconciliation compute basic and diluted net income (loss) per share For the three months ended For the nine months ended Basic and diluted net income (loss) per share: Numerator: Allocation of net income (loss) $ (330,829 ) $ 440,230 Denominator: Weighted-average shares outstanding 14,792,200 14,224,714 Basic and diluted net income (loss) per share $ (0.02 ) $ 0.03 Concentration of Credit Risk Financial instruments that potentially subject the Company to concentrations of credit risk consist of cash accounts in a financial institution, which, at times, may exceed the federal depository insurance coverage of $ 250,000 Fair Value of Financial Instruments The Company follows the guidance in ASC 820, “Fair Value Measurement,” for its financial assets and liabilities that are re-measured and reported at fair value at each reporting period, and non-financial assets and liabilities that are re-measured and reported at fair value at least annually. The fair value of the Company’s financial assets and liabilities reflects management’s estimate of amounts that the Company would have received in connection with the sale of the assets or paid in connection with the transfer of the liabilities in an orderly transaction between market participants at the measurement date. In connection with measuring the fair value of its assets and liabilities, the Company seeks to maximize the use of observable inputs (market data obtained from independent sources) and to minimize the use of unobservable inputs (internal assumptions about how market participants would price assets and liabilities). The following fair value hierarchy is used to classify assets and liabilities based on the observable inputs and unobservable inputs used in order to value the assets and liabilities: Level 1 — Valuations based on unadjusted quoted prices in active markets for identical assets or liabilities that the Company has the ability to access. Valuation adjustments and block discounts are not being applied. Since valuations are based on quoted prices that are readily and regularly available in an active market, valuation of these securities does not entail a significant degree of judgment. Level 2 — Valuations based on (i) quoted prices in active markets for similar assets and liabilities, (ii) quoted prices in markets that are not active for identical or similar assets, (iii) inputs other than quoted prices for the assets or liabilities, or (iv) inputs that are derived principally from or corroborated by market through correlation or other means. Level 3 — Valuations based on inputs that are unobservable and significant to the overall fair value measurement. See Note 9 for additional information on assets and liabilities measured at fair value. Recently Adopted Accounting Standards In August 2020, the FASB issued ASU 2020-06, Debt-Debt with Conversion and Other Options (Subtopic 470-20) and Derivatives and Hedging-Contracts in Entity’s Own Equity (Subtopic 815-40): Accounting for Convertible Instruments and Contracts in an Entity’s Own Equity (“ASU 2020-06”), which simplifies accounting for convertible instruments by removing major separation models required under current GAAP. The ASU also removes certain settlement conditions that are required for equity-linked contracts to qualify for scope exception, and it simplifies the diluted earnings per share calculation in certain areas. The Company adopted ASU 2020-06 on January 1, 2021. Adoption of the ASU did not impact the Company’s financial position, results of operations or cash flows. Recent Accounting Pronouncements Management does not believe that any recently issued, but not effective, accounting standards, if currently adopted, would have a material effect on the Company’s financial statements. |
Initial Public Offering
Initial Public Offering | 2 Months Ended | 9 Months Ended |
Dec. 31, 2020 | Sep. 30, 2021 | |
Big Cypress Acquisition Corp [Member] | ||
Initial Public Offering | Note 3 — Initial Public Offering On January 14, 2021, the Company sold 11,500,000 10.00 1,500,000 11.50 | Note 4 — Initial Public Offering Public Units On January 14, 2021, the Company initially sold 11,500,000 Units, at a purchase price of $ 10.00 per Unit, which includes the full exercise by the underwriters of the over-allotment option to purchase an additional 1,500,000 Units, at a purchase price of $ 10.00 per Unit. Each Unit consists of one share of common stock, and one-half warrant to purchase one share of common stock (the “Public Warrants”). Public Warrants Each whole Warrant entitles the holder to purchase one share of the Company’s common stock at a price of $ 11.50 In addition, if (x) the Company issues additional shares of common stock or equity-linked securities for capital raising purposes in connection with the closing of its initial business combination at an issue price or effective issue price of less than $9.20 per share of common stock (with such issue price or effective issue price to be determined in good faith by the Company’s board of directors and, in the case of any such issuance to the Company’s sponsor or its affiliates, without taking into account any founder shares held by the Company’s sponsor or its affiliates, prior to such issuance) (the “Newly Issued Price”), (y) the aggregate gross proceeds from such issuances represent more than 60% of the total equity proceeds, and interest thereon, available for the funding of the initial business combination on the date of the consummation of the initial business combination (net of redemptions), and (z) the volume weighted average trading price of the Company’s common stock during the 20 trading day period starting on the trading day prior to the day on which the Company consummates the initial business combination (such price, the “Market Value”) is below $9.20 per share, the exercise price of the warrants will be adjusted (to the nearest cent) to be equal to 115% of the higher of the Market Value and the Newly Issued Price, and the $18.00 per share redemption trigger price described below under “Redemption of warrants” will be adjusted (to the nearest cent) to be equal to 180% of the higher of the Market Value and the Newly Issued Price The Company will not be obligated to deliver any shares of common stock pursuant to the exercise of a warrant and will have no obligation to settle such warrant exercise unless a registration statement under the Securities Act with respect to the shares of common stock underlying the warrants is then effective and a prospectus is current. No warrant will be exercisable and the Company will not be obligated to issue shares of common stock upon exercise of a warrant unless common stock issuable upon such warrant exercise has been registered, qualified or deemed to be exempt under the securities laws of the state of residence of the registered holder of the warrants. In no event will the Company be required to net cash settle any warrant. In the event that a registration statement is not effective for the exercised warrants, the purchaser of a unit containing such warrant will have paid the full purchase price for the unit solely for the share of common stock underlying such unit . 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 ● upon not less than 30 days’ prior written notice of redemption (the “30-day redemption period”) to each warrant holder; and ● 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 day period ending three business days before the Company send the notice of redemption to the warrant holders. 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. |
Private Placement
Private Placement | 2 Months Ended | 9 Months Ended |
Dec. 31, 2020 | Sep. 30, 2021 | |
Big Cypress Acquisition Corp [Member] | ||
Private Placement | Note 4 — Private Placement Simultaneously with the closing of the IPO, the Sponsor purchased 417,200 10.00 4,172,000 Each Placement Unit was identical to the Units sold in the IPO, except for the placement warrants (“Placement Warrants”) (see Note 7). If the Company does not complete its initial business combination within 15 months (or up to 21 months) from the closing of this IPO, the proceeds from the sale of the Placement Units held in the trust account will be used to fund the redemption of its public shares (subject to the requirements of applicable law) and the Placement Warrants will expire worthless. | Note 5 — Private Placement Simultaneously with the closing of the IPO, the Sponsor purchased 417,200 10.00 4,172,000 Each Placement Unit was identical to the Units sold in the IPO, except for the placement warrants (“Placement Warrants”). The Placement Warrants and the common stock issuable upon the exercise of the Placement Warrants will not be transferable, assignable or saleable until after the completion of a Business Combination, subject to certain limited exceptions. Additionally, the Placement Warrants will be exercisable on a cashless basis and be non-redeemable so long as they are held by the initial purchasers or their permitted transferees. If the Placement Warrants are held by someone other than the initial purchasers or their permitted transferees, the Placement Warrants will be redeemable by the Company and exercisable by such holders on the same basis as the Public Warrants. If the Company does not complete its initial business combination within 15 months (or up to 21 months) from the closing of this IPO, the proceeds from the sale of the Placement Units held in the trust account will be used to fund the redemption of its public shares (subject to the requirements of applicable law) and the Placement Warrants will expire worthless. |
Related Party Transactions
Related Party Transactions | 2 Months Ended | 9 Months Ended | 12 Months Ended |
Dec. 31, 2020 | Sep. 30, 2021 | Dec. 31, 2020 | |
Related Party Transactions | (13) Related Party Transactions The Corporation’s related party transactions are disclosed in the audited consolidated financial statements as of, and for the years ended, December 31, 2020 and 2019, included in the proxy statement/prospectus filed with the SEC on September 24, 2021. Since the date of such audited consolidated financial statements, there have been no significant changes to the Corporation’s related party transactions. For the nine months ended September 30, 2021 and 2020, the Corporation paid consulting fees to a board member, Christine Hamilton, who is also an owner, of $ 19,000 19,000 For the nine months ended September 30, 2020, the Corporation paid Network Plus, LLC (owner is the spouse of an employee) approximately $ 19,000 For the nine months ended September 30, 2021 and 2020, the Corporation made lease payments to Dakota Ag Properties of approximately $ 301,000 For the nine months ended September 30, 2021 and 2020, the Corporation made lease payments and lab supply payments to Sanford Health (which is a shareholder of the Corporation) totaling approximately $ 589,000 435,000 For the nine months ended September 30, 2020, the Corporation made payments of approximately $ 1.4 | (13) Related Party Transactions The Corporation paid consulting fees to a board member, Christine Hamilton, who is also an owner, of $ 25,000 33,527 6,250 On an as needed basis, the Corporation engages Network Plus, LLC (owner is the spouse of an employee) for IT assistance and computer setups. There was approximately $ 20,000 40,000 As discussed in Note 7, Leases As discussed in Note 7, Leases 152,000 190,000 10,000 no SAb Biotherapeutics, Inc. and subsidiaries Notes to consolidated financial statements TK Concept was engaged by the Corporation for business consulting in 2019. The owner is a member of the board of directors. There was approximately $ 42,500 no As discussed in Note 9, Debt 3.0 Debt | |
Big Cypress Acquisition Corp [Member] | |||
Related Party Transactions | Note 5 — Related Party Transactions Founder Shares On November 12, 2020, the Company issued 2,156,250 25,000 0.012 161,719 161,719 0.012 1,875 On January 3, 2021, the Company effected a stock dividend of 1/3 of a share of common stock for every share of common stock outstanding, resulting in an aggregate of 2,875,000 375,000 375,000 (see Note 7). On January 4, 2021, the Sponsor forfeited 28,750 28,750 0.008 230 2,630,625 The Sponsor has agreed not to transfer, assign or sell 50% of its founder shares until the earlier to occur of (A) six months after the completion of the Company’s initial business combination or (B) the date the last sale price of the Company’s common stock equals or exceeds $12.50 per share (as adjusted for stock splits, stock dividends, reorganizations, recapitalizations and the like) for any 20 trading days within any 30-trading day period commencing after the Company’s initial business combination, and the remaining 50% of the founder shares until six months after the completion of the Company’s initial business combination, or earlier, if, in either case, subsequent to the Company’s initial business combination, the date on which the Company completes a liquidation, merger, capital stock exchange or other similar transaction that results in all of its stockholders having the right to exchange their shares of common stock for cash, securities or other property. Representative Shares On December 7, 2020, the Sponsor forfeited 161,719 161,719 0.012 1,875 28,750 28,750 0.008 230 244,375 31,875 31,875 Ladenburg and certain of its employees have entered into a subscription agreement with the Company, pursuant to which they have agreed to (i) waive their redemption rights with respect to their representative shares, as applicable, and public shares in connection with the completion of our initial business combination, (ii) waive their redemption rights with respect to their representative shares, as applicable, (iii) waive their rights to liquidating distributions from the trust account with respect to their representative shares if the Company fails to complete the initial business combination within the Combination Period. Promissory Note — Related Party On November 19, 2020, Company issued an unsecured promissory note to the Sponsor for an aggregate of up to $ 250,000 This loan is non-interest bearing and payable on the earlier of March 31, 2021 or the completion of the IPO. 150,000 Related Party Loans In order to finance transaction costs in connection with a Business Combination, the Sponsor or an affiliate of the Sponsor or certain of the Company’s officers and directors may, but are not obligated to, loan the Company funds as may be required (“Working Capital Loans”). If the Company completes a Business Combination, the Company would repay the Working Capital Loans out of the proceeds of the Trust Account released to the Company. Otherwise, the Working Capital Loans would be repaid only out of funds held outside the Trust Account. In the event that a Business Combination does not close, the Company may use a portion of the working capital held outside the Trust Account to repay the Working Capital Loans but no proceeds from the Trust Account would be used to repay the Working Capital Loans. Up to $1,500,000 of such Working Capital Loans may be convertible into units at a price of $10.00 per unit at the option of the lender, upon consummation of the Company’s Initial Business Combination. Administrative Service Fee The Company has agreed to pay an affiliate of the Company’s Sponsor a monthly fee of an aggregate of $ 10,000 7,742 | Note 6 — Related Party Transactions Founder Shares On November 12, 2020, the Company issued 2,156,250 25,000 0.012 161,719 161,719 0.012 1,875 On January 3, 2021, the Company effected a stock dividend of 1/3 of a share of common stock for every share of common stock outstanding, resulting in an aggregate of 2,875,000 375,000 375,000 . On January 4, 2021, the Sponsor forfeited 28,750 28,750 0.008 230 2,630,625 The Sponsor has agreed not to transfer, assign or sell 50% of its founder shares until the earlier to occur of (A) six months after the completion of the Company’s initial business combination or (B) the date the last sale price of the Company’s common stock equals or exceeds $12.50 per share (as adjusted for stock splits, stock dividends, reorganizations, recapitalizations and the like) for any 20 trading days within any 30-trading day period commencing after the Company’s initial business combination, and the remaining 50% of the founder shares until six months after the completion of the Company’s initial business combination, or earlier, if, in either case, subsequent to the Company’s initial business combination, the date on which the Company completes a liquidation, merger, capital stock exchange or other similar transaction that results in all of its stockholders having the right to exchange their shares of common stock for cash, securities or other property. Representative Shares On December 7, 2020, the Sponsor forfeited 161,719 161,719 0.012 1,875 28,750 28,750 0.008 230 244,375 31,875 31,875 Ladenburg and certain of its employees have entered into a subscription agreement with the Company, pursuant to which they have agreed to (i) waive their redemption rights with respect to their representative shares, as applicable, and public shares in connection with the completion of our initial business combination, (ii) waive their redemption rights with respect to their representative shares, as applicable, (iii) waive their rights to liquidating distributions from the trust account with respect to their representative shares if the Company fails to complete the initial business combination within the Combination Period. Promissory Note — Related Party On November 19, 2020, Company issued an unsecured promissory note to the Sponsor for an aggregate of up to $ 250,000 This loan was non-interest bearing and payable on the earlier of March 31, 2021 or the completion of the IPO. As of December 31, 2020, the Company had drawn down $ 150,000 150,000 Related Party Loans In order to finance transaction costs in connection with a Business Combination, the Sponsor or an affiliate of the Sponsor or certain of the Company’s officers and directors may, but are not obligated to, loan the Company funds as may be required (“Working Capital Loans”). If the Company completes a Business Combination, the Company would repay the Working Capital Loans out of the proceeds of the Trust Account released to the Company. Otherwise, the Working Capital Loans would be repaid only out of funds held outside the Trust Account. In the event that a Business Combination does not close, the Company may use a portion of the working capital held outside the Trust Account to repay the Working Capital Loans but no proceeds from the Trust Account would be used to repay the Working Capital Loans. Up to $ 1,500,000 10.00 Administrative Service Fee The Company has agreed to pay an affiliate of the Company’s Sponsor a monthly fee of an aggregate of $ 10,000 30,000 90,000 |
Commitments and Contingencies
Commitments and Contingencies | 2 Months Ended | 9 Months Ended | 12 Months Ended |
Dec. 31, 2020 | Sep. 30, 2021 | Dec. 31, 2020 | |
Commitments and Contingencies | (14) Commitments and Contingencies The Corporation is not involved in any legal proceedings, investigations and claims which are expected to have a material adverse effect on its financial condition, results of operations or liquidity. In April 2021, the Corporation entered into agreements that included other commitments of $ 4.5 A description of the joint development agreement that the Corporation entered into in June 2019 is disclosed in the audited consolidated financial statements as of, and for the years ended, December 31, 2020 and 2019, included in the proxy statement/prospectus filed with the SEC on September 24, 2021. As of September 30, 2021, as a result of the Corporation’s work around SARS-2 and the JPEO contract (please refer to Note 5, Revenue | (15) Commitments and Contingencies The Corporation is not involved in any legal proceedings, investigations and claims which are expected to have a material adverse effect on its financial condition, results of operations or liquidity. | |
Big Cypress Acquisition Corp [Member] | |||
Commitments and Contingencies | Note 6 — Commitments and Contingencies Underwriting Agreement The underwriter had a 45-day option from the date of the IPO to purchase up to an aggregate of 1,500,000 underwriter fully exercised its over-allotment option (see Note 8). The underwriter was entitled to a cash underwriting fee of 1.33 1,529,500 The underwriters are entitled to deferred underwriting fee of 3.67 4,220,500 Registration Rights The holders of the founder shares, representative shares, placement units, and units that may be issued upon conversion of working capital loans will have registration rights to require the Company to register a sale of any of its securities held by them pursuant to a registration rights agreement to be signed prior to or on the effective date of this offering. These holders will be entitled to make up to three demands, excluding short form registration demands, that the Company registers such securities for sale under the Securities Act. In addition, these holders will have “piggy-back” registration rights to include their securities in other registration statements filed by the Company. The Company will bear the expenses incurred in connection with the filing of any such registration statements. | Note 7 — Commitments and Contingencies Underwriting Agreement The underwriter had a 45-day option from the date of the IPO to purchase up to an aggregate of 1,500,000 underwriter fully exercised its over-allotment option. Upon consummation of the IPO o n January 14, 2021, t he underwriters were paid a cash underwriting fee of 1.33 1,529,500 The underwriters are entitled to deferred underwriting fee of 3.67 of the gross proceeds of the IPO 4,220,500 Registration Rights The holders of the founder shares, representative shares, placement units, and units that may be issued upon conversion of working capital loans will have registration rights to require the Company to register a sale of any of its securities held by them pursuant to a registration rights agreement to be signed prior to or on the effective date of this offering. These holders will be entitled to make up to three demands, excluding short form registration demands, that the Company registers such securities for sale under the Securities Act. In addition, these holders will have “piggy-back” registration rights to include their securities in other registration statements filed by the Company. The Company will bear the expenses incurred in connection with the filing of any such registration statements. |
Stockholders_ Equity
Stockholders’ Equity | 2 Months Ended | 9 Months Ended |
Dec. 31, 2020 | Sep. 30, 2021 | |
Big Cypress Acquisition Corp [Member] | ||
Subsidiary or Equity Method Investee [Line Items] | ||
Stockholders’ Equity | Note 7 — Stockholders’ Equity Preferred Stock 1,000,000 0.0001 no Common Stock 50,000,000 0.0001 2,156,250 25,000 0.012 161,719 161,719 0.012 1,875 On January 3, 2021, the Company effected a stock dividend of 1/3 of a share of common stock for every share of common stock outstanding, resulting in an aggregate of 2,875,000 375,000 28,750 28,750 0.008 230 2,630,625 244,375 343,125 31,875 375,000 The Company’s initial stockholder has agreed not to transfer, assign or sell 50% of its founder shares until the earlier to occur of (A) six months after the completion of the Company’s initial business combination or (B) the date the last sale price of the Company’s common stock equals or exceeds $12.50 per share (as adjusted for stock splits, stock dividends, reorganizations, recapitalizations and the like) for any 20 trading days within any 30-trading day period commencing after the Company’s initial business combination, and not to transfer, assign or sell the remaining 50% of the founder shares until six months after the completion of the Company’s initial business combination, or earlier, if, in either case, subsequent to the Company’s initial business combination, the date on which the Company completes a liquidation, merger, capital stock exchange or other similar transaction that results in all of its stockholders having the right to exchange their shares of common stock for cash, securities or other property. Any permitted transferees will be subject to the same restrictions and other agreements of the Company’s initial stockholders with respect to any founder shares. Warrants 11.50 In addition, if (x) the Company issues additional shares of common stock or equity-linked securities for capital raising purposes in connection with the closing of its initial business combination at an issue price or effective issue price of less than $9.20 per share of common stock (with such issue price or effective issue price to be determined in good faith by the Company’s board of directors and, in the case of any such issuance to the Company’s Sponsor or its affiliates, without taking into account any founder shares held by the Company’s Sponsor or its affiliates, prior to such issuance) (the “Newly Issued Price”), (y) the aggregate gross proceeds from such issuances represent more than 60% of the total equity proceeds, and interest thereon, available for the funding of the initial business combination on the date of the consummation of the initial business combination (net of redemptions), and (z) the volume weighted average trading price of the Company’s common stock during the 20 trading day period starting on the trading day prior to the day on which the Company consummates the initial business combination (such price, the “Market Value”) is below $9.20 per share, the exercise price of the warrants will be adjusted (to the nearest cent) to be equal to 115% of the higher of the Market Value and the Newly Issued Price, and the $18.00 per share redemption trigger price described below under “Redemption of warrants” will be adjusted (to the nearest cent) to be equal to 180% of the higher of the Market Value and the Newly Issued Price. The warrants will become exercisable on the later of 12 months from the closing of this offering or 30 days after the completion of its initial business combination, and will expire five years after the completion of the Company’s initial business combination, at 5:00 p.m., New York City time, or earlier upon redemption or liquidation. The Company will not be obligated to deliver any shares of common stock pursuant to the exercise of a warrant and will have no obligation to settle such warrant exercise unless a registration statement under the Securities Act with respect to the shares of common stock underlying the warrants is then effective and a prospectus is current. No warrant will be exercisable and the Company will not be obligated to issue shares of common stock upon exercise of a warrant unless common stock issuable upon such warrant exercise has been registered, qualified or deemed to be exempt under the securities laws of the state of residence of the registered holder of the warrants. In no event will the Company be required to net cash settle any warrant. In the event that a registration statement is not effective for the exercised warrants, the purchaser of a unit containing such warrant will have paid the full purchase price for the unit solely for the share of common stock underlying such unit . 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 ● upon not less than 30 days’ prior written notice of redemption (the “30-day redemption period”) to each warrant holder; and ● 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 day period ending three business days before the Company send the notice of redemption to the warrant holders. The Placement Warrants will be identical to the Public Warrants underlying the Units being sold in the IPO, except that the Placement Warrants and the common stock issuable upon the exercise of the Placement Warrants will not be transferable, assignable or saleable until after the completion of a Business Combination, subject to certain limited exceptions. Additionally, the Placement Warrants will be exercisable on a cashless basis and be non-redeemable so long as they are held by the initial purchasers or their permitted transferees. If the Placement Warrants are held by someone other than the initial purchasers or their permitted transferees, the Placement Warrants will be redeemable by the Company and exercisable by such holders on the same basis as the Public Warrants. 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 | Note 8 — Stockholders’ Equity Preferred Stock 1,000,000 0.0001 no Common Stock 50,000,000 0.0001 3,292,200 2,875,000 11,500,000 no The Company’s initial stockholder has agreed not to transfer, assign or sell 50% of its founder shares until the earlier to occur of (A) six months after the completion of the Company’s initial business combination or (B) the date the last sale price of the Company’s common stock equals or exceeds $ 12.50 |
Fair Value Measurements
Fair Value Measurements | 9 Months Ended |
Sep. 30, 2021 | |
Big Cypress Acquisition Corp [Member] | |
Fair Value Measurements | Note 9 — Fair Value Measurements The following table presents information about the Company’s assets and liabilities that are measured at fair value on a recurring basis at March 31, 2021, and indicates the fair value hierarchy of the valuation inputs the Company utilized to determine such fair value: Schedule of Fair Value, Assets and Liabilities Measured on Recurring Basis September 30, Quoted Significant Significant 2021 (Level 1) (Level 2) (Level 3) Assets: U.S. Money Market held in Trust Account $ 116,158,244 $ 116,158,244 $ — $ — Liabilities: Public Warrants Liability $ 5,290,000 $ 5,290,000 $ — $ — Private Placement Warrants Liability 239,312 — — 239,312 $ 5,529,312 $ 5,290,000 $ — $ 239,312 The Warrants are accounted for as liabilities in accordance with ASC 815-40 and are presented within warrant liabilities on the Condensed Balance Sheet. The warrant liabilities are measured at fair value at inception and on a recurring basis, with changes in fair value presented within change in fair value of warrant liabilities in the Condensed Statement of Operations. The Company established the initial fair value of the Public Warrants and Private Warrants on January 14, 2021, the date of the Company’s Initial Public Offering, using a Monte Carlo simulation model. On September 30, 2021, the Company established the fair value of the Private Warrants using a Monto Carlo simulation model, and the fair value of the Public Warrants by reference to the quoted market price. The Public and Private Warrants were classified as Level 3 at the initial measurement date and the Private Warrants were classified as Level 3 at September 30, 2021 due to the use of unobservable inputs. As of September 30, 2021, the Public Warrant were transferred to Level 1 due to the use of the quote market price. The following table presents the changes in the fair value of the Level 3 liabilities: Schedule of Change in Fair Value Liabilities Private Placement Warrants Public Warrants Warrant Liabilities Fair Value as of December 31, 2020 $ — $ — $ — Initial measurement on January 14, 2021 249,963 6,775,220 7,025,183 Change in valuation (10,651 ) (1,485,220 ) (1,495,871 ) Transferred to Level 1 — (5,290,000 ) (5,290,000 ) Balance, September 30, 2021 $ 239,312 $ — $ 239,312 The key inputs into the Monte Carlo simulation as of January 14, 2021 and September 30, 2021 were as follows: Schedule of Key Inputs into Monte Carlo Simulation (Initial Measurement) Inputs January 14, 2021 September 30, 2021 Risk-free interest rate 0.60 % 1.00 % Expected term remaining (years) 5.67 5.14 Expected volatility 24.2 % 18.7 % Stock price $ 9.41 $ 10.08 |
Subsequent Events
Subsequent Events | 2 Months Ended | 9 Months Ended | 12 Months Ended |
Dec. 31, 2020 | Sep. 30, 2021 | Dec. 31, 2020 | |
Subsequent Events | (15) Subsequent Events In the preparation of the Corporation’s condensed consolidated financial statements, the Corporation completed an evaluation of the impact of subsequent events through December 3, 2021, which represents the date these condensed consolidated financial statements were available for issuance. On October 22, 2021 (the “Closing Date”), the Corporation consummated the Business Combination, pursuant to the terms of the agreement and plan of merger, dated as of June 21, 2021 and as amended on August 12, 2021 by the first amendment to the Business Combination Agreement with BCYP and Merger Sub. Pursuant to the Business Combination Agreement, on the Closing Date, (i) Merger Sub merged with and into the Corporation, with the Corporation as the surviving company in the Merger, and, after giving effect to such Merger, the Corporation was renamed SAB Sciences, Inc. and became a wholly-owned subsidiary of BCYP and (ii) BCYP changed its name to “SAB Biotherapeutics, Inc.” (“New SAB”). In accordance with the terms and subject to the conditions of the Business Combination Agreement, at the effective time of the Merger (the “Effective Time”), (i) each share of the Corporation’s Common Stock and the Corporation’s Preferred Stock outstanding as of immediately prior to the Effective Time was exchanged for shares of common stock, par value $ 0.0001 300 10.10 10.10 1,507,124 12,000,000 No fraction of a share of New SAB Common Stock was issued at the Closing, and each person who was otherwise entitled to a fraction of a share of New SAB Common Stock (after aggregating all fractional shares of New SAB Common Stock that otherwise would be received by such holder) received the number of shares of New SAB Common Stock rounded in the aggregate to the nearest whole share of New SAB Common Stock. | (17) Subsequent Events In the preparation of the Corporation’s consolidated financial statements, the Corporation completed an evaluation of the impact of subsequent events through June 17, 2021, which represents the date these consolidated financial statements were available for issuance. In February 2021, the Corporation submitted a forgiveness application related to its PPP Loan. In March 2021, the SBA approved the forgiveness of the PPP Loan, plus accrued interest. In April 2021, the Corporation entered into agreements that included other commitments of $ 4.5 | |
Big Cypress Acquisition Corp [Member] | |||
Subsequent Events | Note 8 — Subsequent Events The Company evaluated subsequent events and transactions that occurred after the balance sheet date up to the date that the financial statements were issued. Based upon this review, other than as described below, the Company did not identify any subsequent events that would have required adjustment or disclosure in the financial statements. On January 3, 2021, the Company effected a stock dividend of 1/3 of a share of common stock for every share of common stock outstanding, resulting in an aggregate of 2,875,000 375,000 28,750 28,750 0.008 230 2,630,625 244,375 343,125 31,875 375,000 On January 14, 2021, the Company the Company consummated the IPO of 11,500,000 1,500,000 10.00 115,000,000 417,200 10.00 4,172,000 6,038,360 1,529,500 4,220,500 288,360 On January 14, 2021, the Company paid the $ 150,000 | Note 10 — Subsequent Events The Company evaluated subsequent events and transactions that occurred after the balance sheet date up to the date that the financial statements were issued. Based upon this review, other than as described below, the Company did not identify any subsequent events that would have required adjustment or disclosure in the financial statements. Business Combination Agreement Business Combination On October 22, 2021 (the “Closing Date”), the Company consummated the previously announced business combination (the “Business Combination”), pursuant to the terms of the agreement and plan of merger, dated as of June 21, 2021 (as may be amended, supplemented or otherwise modified from time to time, the “Business Combination Agreement”), by and among the Company, Big Cypress Merger Sub Inc., a Delaware corporation and wholly-owned subsidiary of the Company (“Merger Sub”), and SAB Biotherapeutics, Inc., a Delaware corporation (“OLD SAB”). Pursuant to the Business Combination Agreement, on the Closing Date, (i) Merger Sub merged with and into OLD SAB (the “Merger”), with OLD SAB as the surviving company in the Merger, and, after giving effect to such Merger, OLD SAB was renamed SAB Sciences, Inc. and became a wholly-owned subsidiary of the Company and (ii) the Company changed its name to “SAB Biotherapeutics, Inc.” In accordance with the terms and subject to the conditions of the Business Combination Agreement, at the effective time of the Merger (the “Effective Time”), (i) each share of common stock and preferred stock of OLD SAB outstanding as of immediately prior to the Effective Time was exchanged for shares of common stock, par value $ 0.0001 300 10.10 1,507,124 Additionally, holders of OLD SAB common stock and preferred stock are entitled to receive their pro rata share of the shares of Common Stock that were issued into escrow at the Closing (the “Earnout Shares”) which will be released if certain conditions are met within the five-year period following the Closing (the “Earnout Period”). The total number of Earnout Shares and shares underlying the Earnout RSUs equaled 12,000,000 No fraction of a share of Common Stock was issued at the Closing, and each person who was otherwise entitled to a fraction of a share of Common Stock (after aggregating all fractional shares of Common Stock that otherwise would be received by such holder) received the number of shares of Common Stock rounded in the aggregate to the nearest whole share of Common Stock. |
Nature of Business and Basis of
Nature of Business and Basis of Presentation | 9 Months Ended | 12 Months Ended |
Sep. 30, 2021 | Dec. 31, 2020 | |
Accounting Policies [Abstract] | ||
Nature of Business and Basis of Presentation | (1) Nature of Business and Basis of Presentation Nature of Business SAB Biotherapeutics, Inc. (“SAB” or the “Corporation”) 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™) that have been genetically designed to produce human antibodies (immunoglobulin G) rather than bovine in response to an antigen. Animal antibodies have been made in rabbits, sheep and horses. However, SAB’s platform is the first to produce fully human antibodies in large animals. The COVID-19 pandemic continues to evolve, and the extent to which it may impact the Corporation’s business will depend on future developments, which are highly uncertain and cannot be predicted with confidence, such as the ultimate geographic spread of the disease, the duration of the outbreak, travel restrictions and social distancing in the United States (“U.S.”) and other countries, business closures or business disruptions, and the effectiveness of actions taken in the U.S. and other countries to contain and treat the disease. The Corporation is following, and will continue to follow, recommendations from the U.S. Centers for Disease Control and Prevention, as well as federal, state, and local governments. To date, the Corporation has not experienced material business disruptions, but it cannot be certain of the future impact of the COVID-19 pandemic on its business and condensed consolidated financial statements. Basis of Presentation The condensed consolidated financial statements included in this report are unaudited and have been prepared in accordance with U.S. generally accepted accounting principles (“U.S. GAAP”) for interim financial reporting and U.S. Securities and Exchange Commission (“SEC”) regulations. The condensed consolidated balance sheet data as of December 31, 2020 was derived from audited financial statements but does not include all disclosures required by U.S. GAAP. Certain information and footnote disclosures normally included in annual financial statements prepared in accordance with U.S. GAAP have been condensed or omitted. In the opinion of management, these condensed consolidated financial statements include all adjustments, which are of a normal recurring nature, necessary for a fair statement of the Corporation’s financial position as of September 30, 2021, and its results of operations, statement of changes in redeemable preferred stock and stockholders’ equity and cash flows for the nine months ended September 30, 2021 and 2020. The condensed consolidated financial statements for the nine months ended September 30, 2021 should be read in conjunction with the audited consolidated financial statements as of, and for the years ended, December 31, 2020 and 2019, included in the proxy statement/prospectus filed with the SEC on September 24, 2021. The results of operations for any interim period are not necessarily indicative of results for the full year. | (1) Nature of Business Nature of Business and Basis of Presentation SAB Biotherapeutics, Inc. (“SAB” or the “Corporation”) 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 production of large amounts of targeted human polyclonal antibodies, leveraging transchromosomic cattle (Tc Bovine™) that have been genetically designed to produce human antibodies (immunoglobulin G) in response to an antigen. Animal antibodies have been made in rabbits, sheep and horses. The COVID-19 pandemic continues to evolve, and the extent to which it may impact the Corporation’s business will depend on future developments, which are highly uncertain and cannot be predicted with confidence, such as the ultimate geographic spread of the disease, the duration of the outbreak, travel restrictions and social distancing in the United States and other countries, business closures or business disruptions, and the effectiveness of actions taken in the United States and other countries to contain and treat the disease. The Corporation is following, and will continue to follow, recommendations from the United States Centers for Disease Control and Prevention, as well as federal, state, and local governments. To date, the Corporation has not experienced material business disruptions, but it cannot be certain of the future impact of the COVID-19 pandemic on its business and consolidated financial statements. |
New accounting standards
New accounting standards | 9 Months Ended | 12 Months Ended |
Sep. 30, 2021 | Dec. 31, 2020 | |
New Accounting Standards | ||
New accounting standards | (3) New accounting standards Recently-adopted standards In December 2019, the Financial Accounting Standards Board (“FASB”) issued Accounting Standards Update (“ASU”) 2019-12, Income Taxes (Topic 740): Simplifying the Accounting for Income Taxes Income Taxes Standards issued not yet adopted In August 2020, the FASB issued ASU 2020-06, Debt—Debt with Conversion and Other Options (Subtopic 470-20) and Derivatives and Hedging—Contracts in Entity’s Own Equity (Subtopic 815-40): Accounting for Convertible Instruments and Contracts in an Entity’s Own Equity | |
New accounting standards | (3) New accounting standards Recently-adopted standards In July 2019, the FASB issued Accounting Standards Update (“ASU”) 2019-07, Codification Updates to SEC Sections—Amendments to SEC Paragraphs Pursuant to SEC Final Rule Releases No. 33-10532, Disclosure Update and Simplification, and Nos. 33-10231 and 33-10442, Investment Company Reporting Modernization, and Miscellaneous Updates (SEC Update) In August 2018, the FASB issued ASU 2018-13, Fair Value Measurement (Topic 820): Disclosure Framework—Changes to the Disclosure Requirements for Fair Value Measurement In June 2018, the FASB issued ASU 2018-08, Not-for-Profit Entities (Topic 958): Clarifying the Scope and the Accounting Guidance for Contributions Received and Contributions Made SAb Biotherapeutics, Inc. and subsidiaries Notes to consolidated financial statements In June 2018, the FASB issued ASU 2018-07, Compensation—Stock Compensation (Topic 718): Improvements to Nonemployee Share-Based Payment Accounting In June 2016, the FASB issued ASU 2016-13, Financial Instruments—Credit Losses (Topic 326): Measurement of Credit Losses on Financial Instruments Codification Improvements to Topic 326, Financial Instruments—Credit Losses Financial Instruments—Credit Losses (Topic 326): Targeted Transition Relief Standards issued not yet adopted In August 2020, the FASB issued ASU 2020-06, Debt—Debt with Conversion and Other Options (Subtopic 470-20) and Derivatives and Hedging—Contracts in Entity’s Own Equity (Subtopic 815-40): Accounting for Convertible Instruments and Contracts in an Entity’s Own Equity In December 2019, the FASB issued ASU 2019-12, Income Taxes (Topic 740): Simplifying the Accounting for Income Taxes Income Taxes |
Merger
Merger | 9 Months Ended |
Sep. 30, 2021 | |
Merger | |
Merger | (4) Merger On June 21, 2021, the Corporation entered into an Agreement and Plan of Merger, as amended August 12, 2021 (as it may be amended or restated from time to time, the “Business Combination Agreement”) with Big Cypress Acquisition Corp. (“BCYP”) and Big Cypress Merger Sub Inc. (“Merger Sub”), a wholly-owned subsidiary of BCYP providing for, among other things, and subject to the terms and conditions therein, a business combination between the Corporation and BCYP pursuant to the proposed merger of Merger Sub with and into the Corporation, with the Corporation continuing as the surviving entity (the “Merger”). The Merger and the other transactions contemplated by the Business Combination Agreement are referred to as the “Business Combination.” At the effective time of the Merger, and in accordance with the terms and subject to the conditions of the Business Combination Agreement: ● Each outstanding share of the Corporation’s Common Stock and the Corporation’s Preferred Stock will be automatically cancelled, extinguished and converted into a number of shares of New SAB Biotherapeutics Common Stock, based on the Corporation’s Equity Value and a conversion rate of $ 10.10 ● The holders of shares of the Corporation’s Common Stock and Preferred Stock will be entitled to receive their pro rata share of New SAB Biotherapeutics Common Stock being issued into escrow (the “Earnout Escrow Account”) at the closing (the “Earnout Shares”), which will be released if certain conditions are met within a five-year period following the closing of the Business Combination (the “Earnout Period”), pursuant to the terms and subject to the conditions set forth in the Business Combination Agreement and the Earnout Escrow Agreement; and ● Each outstanding vested and unvested option to purchase shares of the Corporation’s Common Stock will be canceled in exchange for a comparable option to purchase shares of New SAB Biotherapeutics Common Stock based on the equity value of SAB Biotherapeutics and based on a conversion rate of $10.10. In addition, the holders of such options shall also receive restricted stock units (the “Earnout RSUs”) which final number will be determined prior to closing based on the pro rata percentage that the Corporation’s options represent compared to the fully diluted share capital of SAB Biotherapeutics prior to closing. Each Earnout RSU will be settled in shares of New SAB Biotherapeutics Common Stock, subject to the same milestones applicable to the Earnout Shares. The total maximum number of Earnout Shares and shares underlying the Earnout RSUs will be equal to 12,000,000 For purposes herein and the Business Combination Agreement, the Corporation’s equity value is deemed to be an agreed upon amount equal to $ 300 Please refer to Note 15, Subsequent Events |
Revenue
Revenue | 9 Months Ended | 12 Months Ended |
Sep. 30, 2021 | Dec. 31, 2020 | |
Revenue from Contract with Customer [Abstract] | ||
Revenue | (5) Revenue The Corporation received approximately 100 92 0 8 For the nine months ended September 30, 2021 and 2020, the Corporation worked on the following grants: Government grants The total revenue for government grants was approximately $ 49.8 27.1 National Institute of Health – National Institute of Allergy and Infectious Disease (“NIH-NIAID”) (Federal Award #1R44AI117976-01A1) – this grant was for $ 1.4 457,000 219,000 243,000 NIH-NIAID (Federal Award #1R41AI131823-02) – this grant was for approximately $ 1.5 41,000 86,000 853,000 NIH-NIAID through Geneva Foundation (Federal Award #1R01AI132313-01, Subaward #S-10511-01) – this grant was for approximately $ 2.7 72,000 248,000 1.5 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 $ 25 143 60.5 204 49.2 26.5 100.1 Other grants (non-government) The Corporation recorded no 2.4 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 therapeutic ($2 million) and two other targets ($400,000) 2.4 | (4) Revenue During the years ended December 31, 2020 and 2019, the Corporation worked on the following grants: SAb Biotherapeutics, Inc. and subsidiaries Notes to consolidated financial statements Government grants The total revenue for government grants was approximately $ 52,800,000 2,900,000 National Institute of Health – National Institute of Allergy and Infectious Disease (“NIH-NIAID”) (Federal Award #1R44AI117976-01A1) – this grant was for $ 1.4 228,000 343,000 850,000 NIH-NIAID (Federal Award #1R41AI131823-02) – this grant was for approximately $ 1.5 99,000 97,000 1.1 NIH-NIAID through Geneva Foundation (Federal Award #1R01AI132313-01, Subaward #S-10511-01) – this grant was for approximately $ 2.7 351,000 261,000 1.6 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 $ 25 143 52.1 2.2 88.8 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 12 no 12 Other grants (non-government) The total revenue for other grants (non-government) was approximately $ 2.4 500,000 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 therapeutic ($2 million) and two other targets ($400,000). Battelle Memorial Institute – this contract was for approximately $ 2.0 400,000 Henry Jackson Foundation – this contract was for $ 250,000 51,000 SAb Biotherapeutics, Inc. and subsidiaries Notes to consolidated financial statements |
Earnings (loss) per share
Earnings (loss) per share | 9 Months Ended | 12 Months Ended |
Sep. 30, 2021 | Dec. 31, 2020 | |
Earnings (loss) per common share attributable to the Corporation’s shareholders | ||
Earnings (loss) per share | (6) Earnings (loss) per share Since the Corporation reported a net loss for the nine months ended September 30, 2021, it was required by ASC 260 to use basic weighted-average common shares outstanding when calculating diluted net loss per share for the nine months ended September 30, 2021, as the potential common shares are antidilutive. In addition, since the Corporation reported a loss from operations for the nine months ended September 30, 2021, the shares of preferred stock were not deemed to be participating securities for the nine months ended September 30, 2021, pursuant to ASC 260. The Corporation’s participating securities contractually entitle the holders of such shares to participate in dividends but do not contractually require the holders of such shares to participate in losses of the Corporation. Schedule of Earnings per Share Net loss attributable to the Corporation’s shareholders $ 5,593,035 Weighted-average common shares outstanding - basic and diluted 35,216,000 Loss per common share - basic and diluted $ (0.16 ) Options to purchase 10,062,381 20,604,636 The following table sets forth the allocation of net income attributable to the Corporation’s shareholders for the nine months ended September 30, 2020 under the two-class method: Schedule of Earnings per Share Allocation of Net Income Net income attributable to the Corporation’s shareholders $ 11,673,099 Net income attributable to the Corporation’s shareholders applicable to preferred stock 4,080,661 Net income attributable to the Corporation’s shareholders applicable to common stock $ 7,592,438 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 nine months ended September 30, 2020: Schedule of reconciliation compute basic and diluted net income (loss) per share Determination of shares: Weighted-average common shares outstanding – basic 35,216,000 Assumed conversion of preferred stock 18,927,326 Dilutive effect of equity awards 4,353,350 Weighted-average common shares outstanding – diluted 58,496,676 The following table presents the calculation of basic and diluted EPS for the Corporation’s common stock for the nine months ended September 30, 2020: Schedule of Earnings per Share Calculation of basic EPS attributable to the Corporation’s shareholders Net income attributable to the Corporation’s shareholders applicable to common stock $ 7,592,438 Weighted-average common shares outstanding – basic 35,216,000 Basic EPS $ 0.22 Calculation of diluted EPS attributable to the Corporation’s shareholders Net income attributable to the Corporation’s shareholders $ 11,673,099 Weighted-average common shares outstanding – diluted 58,496,676 Diluted EPS $ 0.20 | (5) Earnings per share Earnings (loss) per share The following table sets forth the allocation of net income attributable to the Corporation’s shareholders for the year ended December 31, 2020 under the two-class method: Schedule of Earnings per Share Allocation of Net Income Net income attributable to the Corporation’s shareholders $ 20,117,773 Net income attributable to the Corporation’s shareholders applicable to preferred stock 7,134,840 Net income attributable to the Corporation’s shareholders applicable to common stock $ 12,982,933 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: Schedule of reconciliation compute basic and diluted net income (loss) per share Determination of shares: Weighted-average common shares outstanding - basic 35,216,000 Assumed conversion of preferred stock 19,353,143 Dilutive effect of equity awards 3,482,471 Weighted-average common shares outstanding - diluted 58,051,614 The following table presents the calculation of basic and diluted EPS for the Corporation’s common stock for the year ended December 31, 2020: Schedule of Earnings per Share Calculation of basic EPS attributable to the Corporation’s shareholders Net income attributable to the Corporation’s shareholders applicable to common stock $ 12,982,933 Weighted-average common shares outstanding – basic 35,216,000 Basic EPS $ 0.37 Calculation of diluted EPS attributable to the Corporation’s shareholders Net income attributable to the Corporation’s shareholders $ 20,117,773 Weighted-average common shares outstanding - diluted 58,051,614 Diluted EPS $ 0.35 Since the Corporation reported a net loss for 2019, it was required by ASC 260 to use basic weighted-average common shares outstanding when calculating diluted net loss per share for the year ended December 31, 2019, as the potential common shares are antidilutive. In addition, since the Corporation reported a loss from operations for the year ended December 31, 2019, the shares of preferred stock were not deemed to be participating securities for the year ended December 31, 2019, pursuant to ASC 260. The Corporation’s participating securities contractually entitle the holders of such shares to participate in dividends but do not contractually require the holders of such shares to participate in losses of the Corporation. In 2019, the Corporation issued shares of preferred stock, which it determined qualified as participating securities, as defined in ASC 260. Under ASC 260, securities are considered participating securities if the securities may participate in undistributed earnings with common stock, whether that participation is conditioned upon the occurrence of a specified event or not. In accordance with ASC 260, a company is required to use the two-class method when computing net income (loss) per share when a company has securities that qualify as participating securities. The two-class method is an earnings allocation formula that determines net income (loss) per share for each class of common stock and participating security according to dividends declared (or accumulated) and participation rights in undistributed earnings. The two-class method requires income (loss) available to common stockholders for the period to be allocated between common stock and participating securities based upon their respective rights to share in the earnings as if all income (loss) for the period had been distributed. Participating securities are included in the computation of basic net income (loss) per share using the two-class method. Under the two-class method, basic net income (loss) per share is computed by dividing net income (loss) attributable to the shareholders of the Corporation attributable to common stockholders by the weighted-average common shares outstanding during the period. Diluted net income (loss) per share for the Corporation’s common stock is computed using the more dilutive of the two-class method or the if-converted method. Options to purchase 6,748,250 17,750,882 Schedule of Computation Of Diluted Net loss Per Share Net loss attributable to the Corporation’s shareholders $ 8,986,289 Weighted-average common shares outstanding - basic and diluted 35,216,000 Loss per common share - basic and diluted $ (0.26 ) SAb Biotherapeutics, Inc. and subsidiaries Notes to consolidated financial statements |
Equipment
Equipment | 9 Months Ended | 12 Months Ended |
Sep. 30, 2021 | Dec. 31, 2020 | |
Property, Plant and Equipment [Abstract] | ||
Equipment | (7) Equipment As of September 30, 2021 and December 31, 2020, equipment was as follows: Schedule of Equipment September 30, 2021 December 31, 2020 Laboratory equipment $ 6,997,964 $ 5,205,346 Animal facility 6,267,498 3,371,125 Animal facility equipment 1,197,366 1,003,629 Construction-in-progress 4,922,079 6,729,673 Leasehold improvements 5,605,847 185,971 Vehicles 135,593 96,693 Office furniture and equipment 46,202 20,219 Property, plant and equipment, gross 25,172,549 16,612,656 Less: accumulated depreciation and amortization 2,604,072 1,767,186 Property, plant and equipment net $ 22,568,477 $ 14,845,470 Depreciation and amortization expense for the nine months ended September 30, 2021 and 2020 was $ 868,630 223,888 The Corporation has several ongoing construction projects related to the expansion of its operating capacity. As of September 30, 2021 and December 31, 2020, the Corporation’s construction-in-progress was as follows: Schedule of Construction-in-Progress September 30, 2021 December 31, 2020 200L commercial facility $ - $ 4,148,113 200L commercial facility, equipment 1,658,189 486,381 New animal barn (#6) - 1,551,167 New animal barn (#7) 2,093,263 - New office space (at Headquarters) - 477,907 New laboratory space (at Headquarters) 922,077 - New laboratory space, equipment 60,448 - Software 137,811 - Other 50,291 66,105 Total construction-in-progress $ 4,922,079 $ 6,729,673 Construction on the 200L commercial facility was completed in September 2021. As of September 30, 2021, validation of the 200L commercial facility equipment was still in progress and expected delivery and installation of the equipment is expected to be complete by December 31, 2021. Construction of the first new animal barn (#6) was completed in July 2021, and the second new animal barn (#7) is expected to be complete by December 31, 2021. Construction of the new office space (at Headquarters) was completed in August 2021. The new laboratory space (at Headquarters) is expected to be complete by December 31, 2021. Expected delivery, installation, and validation of equipment for the new laboratory space (at Headquarters) is expected to be complete in the first quarter of 2022. The installation and programming of the new ERP software (SAP) is expected to be complete in the third quarter of 2022. | (6) Equipment As of December 31, 2020 and 2019, the Corporation’s equipment was as follows: Schedule of Equipment 2020 2019 Laboratory equipment $ 5,205,346 $ 1,740,088 Animal facility 3,371,125 1,459,459 Animal facility equipment 1,003,629 540,000 Construction-in-progress 6,729,673 83,966 Leasehold improvements 185,971 34,285 Vehicles 96,693 22,710 Office furniture and equipment 20,219 11,347 Property, plant and equipment, gross 16,612,656 3,891,855 Less: accumulated depreciation and amortization 1,767,186 1,388,197 Property, plant and equipment net $ 14,845,470 $ 2,503,658 Depreciation and amortization expense for the years ended December 31, 2020 and 2019 was $ 383,142 197,210 All tangible personal property with a useful life of at least three years 5,000 The Corporation has several ongoing construction projects related to the expansion of its operating capacity. As of December 31, 2020 and December 31, 2019, the Corporation’s construction-in-progress was as follows: Schedule of Construction-in-Progress 2020 2019 200L commercial facility $ 4,148,113 $ - 200L commercial facility equipment 486,381 - New animal barn (#6) 1,551,167 - New office space (at Headquarters) 477,907 - Other 66,105 83,966 Total construction-in-progress $ 6,729,673 $ 83,966 The 200L commercial facility and 200L commercial facility equipment are expected to be complete by the end of the third quarter of 2021. Construction of the new animal barn (#6) is expected to be completed in July 2021. Construction of the new office space (at Headquarters) is expected to be complete by the end of August 2021. |
Leases
Leases | 9 Months Ended | 12 Months Ended |
Sep. 30, 2021 | Dec. 31, 2020 | |
Leases | ||
Leases | (8) Leases The Corporation’s leases are disclosed in the audited consolidated financial statements as of, and for the years ended, December 31, 2020 and 2019, included in the proxy statement/prospectus filed with the SEC on September 24, 2021. The Corporation’s weighted-average remaining lease term and weighted-average discount rate for operating and finance leases as of September 30, 2021 were as follows: Schedule of Operating and Finance Leases Discount Rate Operating Finance Weighted-average remaining lease term 2.66 16.98 Weighted-average discount rate 4.74 % 7.70 % The table below reconciles the undiscounted future minimum lease payments under non-cancelable leases with terms of more than one year to the total lease liabilities recognized on the condensed consolidated balance sheet as of September 30, 2021: Schedule of Undiscounted Future Minimum Lease Payments Operating Finance 2021 (remaining three months) $ 285,481 $ 128,861 2022 1,138,368 449,159 2023 1,067,594 406,339 2024 467,968 401,496 2025 - 401,496 Thereafter - 5,185,990 Undiscounted future minimum lease payments 2,959,411 6,973,341 Less: Amount representing interest Payments (170,673 ) (2,989,666 ) Total lease liabilities 2,788,738 3,983,675 Less current portion (1,035,211 ) (180,243 ) Noncurrent lease liabilities $ 1,753,527 $ 3,803,432 Operating lease expense was approximately $ 789,000 491,000 Finance lease costs for the nine months ended September 30, 2021 and 2020 included approximately $ 124,000 228,000 232,000 Cash payments under operating and finance leases were approximately $ 836,000 372,000 338,000 362,000 | (7) Leases The Corporation 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 30 days advance written notice. 58,496 4.77 The Corporation entered into a lease for office, laboratory, and warehouse space in November 2020. This lease has a 3 28,716 4.69 SAb Biotherapeutics, Inc. and subsidiaries Notes to consolidated financial statements The Corporation entered into a lease for barn space for the housing of goats in April 2020. This lease has a 2 665 678 4.08 The Corporation has the following finance leases: ● In December 2018, the Corporation 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 20 8 33,458 ● In December 2018, the Corporation entered into an equipment lease for a 12,000-gallon propane tank that is located on the Corporation’s animal facility. The lease is for five years 8,199 ● In July 2018, the Corporation entered into a lease agreement with a bank, for a ruby cell analyzer. The lease agreement is for a five-year 807 1 ● In March 2019, the Corporation entered into two lease agreements for laboratory equipment. The leases are each for a 3 5,956 1 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 Corporation 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 Corporation’s weighted-average remaining lease term and weighted-average discount rate for operating and finance leases as of December 31, 2020 are: Schedule of Operating and Finance Leases Discount Rate Operating Finance Weighted-average remaining lease term 3.43 17.61 Weighted-average discount rate 4.75 % 7.96 % The table below reconciles the undiscounted future minimum lease payments under non-cancelable leases with terms of more than one year to the total lease liabilities recognized on the consolidated balance sheet as of December 31, 2020: Schedule of Undiscounted Future Minimum Lease Payments Operating Finance 2021 $ 1,053,891 $ 490,848 2022 1,048,573 444,928 2023 989,107 406,339 2024 467,968 401,496 2025 - 401,496 Thereafter - 5,185,990 Undiscounted future minimum lease payments 3,559,539 7,331,097 Less: Amount representing interest payments (262,497 ) (3,212,826 ) Total lease liabilities 3,297,042 4,118,271 Less current portion (924,265 ) (194,717 ) Noncurrent lease liabilities $ 2,372,777 $ 3,923,554 SAb Biotherapeutics, Inc. and subsidiaries Notes to consolidated financial statements Operating lease expense was approximately $ 710,000 373,000 Finance lease costs for the years ended December 31, 2020 and 2019 included approximately $ 163,000 140,000 445,000 316,000 Cash payments under operating and finance leases were approximately $ 564,000 491,000 327,000 491,000 |
Accrued Expenses and Other Curr
Accrued Expenses and Other Current Liabilities | 9 Months Ended | 12 Months Ended |
Sep. 30, 2021 | Dec. 31, 2020 | |
Payables and Accruals [Abstract] | ||
Accrued Expenses and Other Current Liabilities | (9) Accrued Expenses and Other Current Liabilities As of September 30, 2021 and December 31, 2020, accrued expenses and other current liabilities consisted of the following: Schedule of Accrued Expenses and Other Current Liabilities September 30, 2021 December 31, 2020 Accrued vacation $ 673,541 $ 438,936 Accrued payroll 208,105 314,451 Accrued construction-in-progress 87,926 637,776 Accrued supplies 1,261,696 301,989 Accrued contract manufacturing 1,709,964 - Accrued clinical trial expense 338,802 - Accrued outside lab services 85,764 - Accrued professional services 470,476 120,744 Accrued animal care expense 128,028 - Other accrued expenses 44,797 90,982 Total accrued liabilities $ 5,009,099 $ 1,904,878 | (8) Accrued Expenses and Other Current Liabilities As of December 31, 2020 and 2019, accrued expenses and other current liabilities consisted of the following: Schedule of Accrued Expenses and Other Current Liabilities 2020 2019 Accrued vacation $ 438,936 $ 248,722 Accrued payroll 314,451 143,210 Accrued construction-in-progress 637,776 - Accrued lab supplies 301,989 18,837 Accrued project consulting 120,744 5,352 Other accrued expenses 90,982 78,433 Total $ 1,904,878 $ 494,554 |
Debt
Debt | 9 Months Ended | 12 Months Ended |
Sep. 30, 2021 | Dec. 31, 2020 | |
Debt Disclosure [Abstract] | ||
Debt | (10) Debt As of September 30, 2021 and December 31, 2020, debt was as follows: Schedule of Debt September 30, 2021 December 31, 2020 Tractor loan $ 49,156 $ 49,156 PPP loan - 661,612 Total debt 49,156 710,768 Less: current portion of debt 24,143 538,731 Long-term debt, net $ 25,013 $ 172,037 In March 2021, the U.S. Small Business Administration (“SBA”) approved the forgiveness of the Paycheck Protection Program (“PPP”) Loan, plus accrued interest. The Corporation recorded a gain on extinguishment of PPP Loan of $ 661,612 Please refer to the audited consolidated financial statements as of, and for the years ended, December 31, 2020 and 2019, included in the proxy statement/prospectus filed with the SEC on September 24, 2021 for additional information on the Corporation’s debt. | (9) Debt Note payable, related party On February 24, 2016, the Corporation entered into a loan agreement with Christiansen Land and Cattle, Ltd. (“CLC”), a related party, for a $ 3.0 The Corporation borrowed $ 2.5 350,000 6 15 1.0 30,000 1,364,644 3,580 SAb Biotherapeutics, Inc. and subsidiaries Notes to consolidated financial statements Notes payable On November 15, 2017, the Corporation entered into a loan agreement with a bank, for the financing of an ultrasound machine for $ 18,997 440 9,203 In December 2017, the Corporation entered into two loan agreements with a financial institution. One agreement was for the purchase of a tractor for $ 116,661 3.6 47,721 5.9 25,913 920 49,156 72,459 On March 27, 2020, President Trump signed into law the “Coronavirus Aid, Relief and Economic Security Act (“CARES Act”). In April 2020, the Corporation 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 Corporation, in good faith, certified that the current economic uncertainty made the loan request necessary to support the ongoing operations of the Corporation. The certification further requires the Corporation 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 Corporation received proceeds of approximately $ 661,612 1 No The future loan payments are as follows: Schedule of Future Loan Payments Note Payable 2021 $ 538,731 2022 172,037 Total $ 710,768 Please refer to Note 17, Subsequent Events |
Stock Option Plan
Stock Option Plan | 9 Months Ended | 12 Months Ended |
Sep. 30, 2021 | Dec. 31, 2020 | |
Share-based Payment Arrangement [Abstract] | ||
Stock Option Plan | (11) Stock Option Plan On August 5, 2014, the Corporation approved a stock option grant plan (the “Plan”) for employees, directors, and non-employee consultants, which provides for the issuance of options to purchase common stock. The total shares authorized under the plan was originally 8,000,000 16,000,000 Vesting of the stock options is based upon years of service (employment). As of September 30, 2021 and December 31, 2020, 7,896,284 6,882,575 41,291,069 7,209,646 34,081,423 The Corporation uses the Black Scholes model to estimate the fair value of the stock options granted. For stock options granted for the nine months ended September 30, 2021 and 2020, the Corporation utilized the following weighted-average assumptions: A risk free interest rate of 0.14 0.13 6.25 0 99.7 106.1 651,527 The expected term of the stock options was estimated using the “simplified” method, as defined by the Securities and Exchange Commission’s Staff Accounting Bulletin No. 107, Share-Based Payment. The volatility assumption was determined by examining the historical volatilities for industry peer companies, as the Corporation does not have sufficient trading history for its common stock. The risk-free interest rate assumption is based on the U.S. Treasury instruments whose term was consistent with the expected term of the options. The dividend assumption is based on the Corporation’s history and expectation of dividend payouts. The Corporation has never paid dividends on its common stock and does not anticipate paying dividends on its common stock in the foreseeable future. Therefore, the Corporation has assumed no dividend yield for purposes of estimating the fair value of the options. Stock option activity for employees and non-employees under the Plan for the nine months ended September 30, 2021 was as follows: Schedule of share option activity Weighted Average Weighted Average Options Fair Value Exercise Price Balance, December 31, 2020 8,815,992 $ 0.62 $ 0.60 Granted 1,897,916 $ 2.43 $ 1.78 Forfeited (651,527 ) $ 1.09 $ 1.04 Balance, September 30, 2021 10,062,381 $ 0.93 $ 0.79 Unvested at September 30, 2021 2,166,097 $ 1.94 $ 1.51 Vested and exercisable at September 30, 2021 7,896,284 $ 0.54 $ 0.52 Total unrecognized compensation cost related to non-vested stock options as of September 30, 2021 was approximately $ 4.2 2.34 5.68 4.74 837,319 791,367 Stock-based compensation expense for the nine months ended September 30, 2021 and 2020 was as follows: Schedule of share based compensation expense Nine Months Ended September 30, 2021 Nine Months Ended September 30, 2020 Research and development $ 726,245 $ 491,092 General and administrative 936,965 549,684 Total $ 1,663,210 $ 1,040,776 | (11) Stock Option Plan On August 5, 2014, the Corporation approved a stock option grant plan (the “Plan”) for employees, directors, and non-employee consultants, which provides for the issuance of options to purchase common stock. The total shares authorized under the plan was originally 8,000,000 16,000,000 Vesting of the stock options is based upon years of service (employment). As of December 31, 2020 and 2019, 6,882,575 6,021,528 11,256,034 1,315,588 9,940,446 SAb Biotherapeutics, Inc. and subsidiaries Notes to consolidated financial statements The Corporation 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, 2020 and 2019, the Corporation utilized the following weighted-average assumptions: A risk free interest rate of 0.13 1.58 6.25 0 106.1 102.9 The expected term of the stock options was estimated using the “simplified” method, as defined by the Securities and Exchange Commission’s Staff Accounting Bulletin No. 107, Share-Based Payment. The volatility assumption was determined by examining the historical volatilities for industry peer companies, as the Corporation does not have sufficient trading history for its common stock. The risk-free interest rate assumption is based on the U.S. Treasury instruments whose term was consistent with the expected term of the options. The dividend assumption is based on the Corporation’s history and expectation of dividend payouts. The Corporation has never paid dividends on its common stock and does not anticipate paying dividends on its common stock in the foreseeable future. Therefore, the Corporation has assumed no dividend yield for purposes of estimating the fair value of the options. Stock option activity for employees and non-employees under the Plan for the years ended December 31, 2020 and 2019 was as follows: Summary of stock options Weighted Average Weighted Average Options Fair Value Exercise Price Balance, December 31, 2018 6,516,250 $ 0.35 $ 0.38 Granted 232,000 $ 1.01 $ 1.04 Balance, December 31, 2019 6,748,250 $ 0.38 $ 0.41 Granted 2,067,742 $ 1.60 $ 1.25 Balance, December 31, 2020 8,815,992 $ 0.62 $ 0.60 Unvested at December 31, 2020 1,933,417 $ 1.44 $ 1.20 Vested and exercisable at December 31, 2020 6,882,575 $ 0.39 $ 0.44 Total unrecognized compensation cost related to non-vested stock options as of December 31, 2020 was approximately $ 2,592,025 2.37 5.94 4.99 861,047 636,530 Stock-based compensation expense for the years ended December 31, 2020 and 2019 was as follows: Schedule of stock based compensation expense 2020 2019 Research and development $ 635,824 $ 150,773 General and administrative 659,599 220,615 Total $ 1,295,423 $ 371,388 SAb Biotherapeutics, Inc. and subsidiaries Notes to consolidated financial statements |
Income Taxes
Income Taxes | 9 Months Ended | 12 Months Ended |
Sep. 30, 2021 | Dec. 31, 2020 | |
Income Tax Disclosure [Abstract] | ||
Income Taxes | (12) Income Taxes The tax provision for interim periods is determined using the estimated annual effective consolidated tax rate, based on the current estimate of full-year earnings before taxes, adjusted for the impact of discrete quarterly items. The provision for income taxes was $ 0 0 Please refer to the audited consolidated financial statements as of, and for the years ended, December 31, 2020 and 2019, included in the proxy statement/prospectus filed with the SEC on September 24, 2021 for additional information on the Corporation’s income taxes. | (12) Income Taxes Net deferred tax assets as of December 31, 2020 and 2019 consisted of the following: Schedule of Deferred Tax Assets and Liabilities 2020 2019 Deferred tax assets: Net operating loss carryforwards $ 2,659,082 $ 6,438,409 Stock-based compensation 600,592 328,553 Vacation accrual 84,553 45,128 Lease Liability 727,587 467,139 Total deferred tax assets 4,071,814 7,279,229 Less valuation allowance (2,320,958 ) (6,563,244 ) Total deferred tax assets after valuation allowance $ 1,750,856 $ 715,985 Deferred tax liabilities: Operating lease Right of Use Asset 641,135 390,962 Depreciation and amortization 1,109,721 325,023 Total deferred tax liabilities 1,750,856 715,985 Net deferred tax asset/(liability) $ - $ - The reconciliation between the Corporation’s effective tax rate and the statutory tax rate of 21 Schedule Of Income Tax Rate Reconciliation 2020 2019 Rate reconciliation: Net income before tax $ 20,117,773 $ (8,986,289 ) Federal income tax at statutory rate 4,224,732 21.00 % (1,887,121 ) 21.00 % Permanent items 918 - 0.01 % 2,144 - 0.02 % Valuation allowance (4,225,651 ) - 21.00 % 1,884,977 - 20.98 % Other 1 0.00 % - 0.00 % $ - 0.00 % $ - 0.00 % 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 Corporation will realize the benefits of its net deferred tax assets, management believes it is more likely than not that the Corporation will not fully realize the benefits on the balance of its net deferred tax asset and, accordingly, the Corporation has established a valuation allowance on it net deferred tax assets. The valuation allowance decreased by approximately $ 4,226,000 1,885,000 SAb Biotherapeutics, Inc. and subsidiaries Notes to consolidated financial statements As of December 31, 2020, the Corporation had approximately $ 12,662,000 80 The Corporation has not completed a study to determine whether any ownership change per the provisions of Section 382 of the Internal Revenue Code of 1986, as amended, as well as similar state provisions, has occurred. Utilization of the Corporation’s net operating loss carryforwards may be subject to substantial annual limitation due to ownership changes that may have occurred or that could occur in the future. 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, 2020 and December 31, 2019, there were no no no The Corporation files tax returns as prescribed by the laws of the jurisdictions in which it operates. In the normal course of business, the Corporation is subject to examination by federal and state jurisdictions, where applicable. The Corporation’s tax years are still open under the statute from 2017 to present. However, to the extent allowed by law, the taxing authorities may have the right to examine the period from 2015 through 2020 where net operating losses were generated and carried forward and make adjustments to the amount of the net operating loss carryforward amount. The Corporation is not currently under examination by federal or state jurisdictions. As discussed in Note 9, Debt |
Preferred Stock
Preferred Stock | 12 Months Ended |
Dec. 31, 2020 | |
Equity [Abstract] | |
Preferred Stock | (10) Preferred Stock In August 2019, the Corporation’s Certificate of Incorporation was amended to authorize the Corporation to issue 50,000,000 6,615,000 2,525,800 4,039,963 3,333,333 8,571,429 1 1.88 3.00 3.50 SAb Biotherapeutics, Inc. and subsidiaries Notes to consolidated financial statements The preferred stock is entitled to receive noncumulative dividends in preference to any dividend on the common stock when, as, and if declared by the Corporation’s board of directors. The holders of the preferred stock also are entitled to participate pro rata in any dividends paid on the common stock on an as-if-converted basis. Each holder of preferred stock is 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 are 8,000,000 In the event of liquidation or winding up of the Corporation, the preferred stockholders also are 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 basis. The remaining assets would be distributed to the common stockholders. The holders of preferred stock have 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 and 2019 was 1:1. 20,000,000 With any change of control of the Corporation or financing, the preferred stockholders must 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 contains certain anti-dilution provisions, as defined. In addition to the rights described above, series A-2A preferred stock was redeemable at a price equal to $5 per preferred share at the option of the investor at any time during the redemption period, which was scheduled to commence in August 2022 and end in August 2023. As a result of the redemption feature, the Corporation classified the series A-2A preferred stock as mezzanine equity as of December 31, 2019. However, the redemption feature was terminated during 2020, and the series A-2A preferred stock was reclassified from mezzanine equity to permanent equity. In 2019, 1,236,786 4,328,752 2,853,754 9,988,155 87,949 23,852 |
Employee Benefit Plan
Employee Benefit Plan | 12 Months Ended |
Dec. 31, 2020 | |
Retirement Benefits [Abstract] | |
Employee Benefit Plan | (14) Employee Benefit Plan The Corporation sponsors a defined contribution retirement plan. All the Corporation’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 Corporation matching contributions. The Corporation’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, 2020 and December 31, 2019 the Corporation made matching contributions of 100 3 50 2 188,000 139,000 |
Joint Development Agreement
Joint Development Agreement | 12 Months Ended |
Dec. 31, 2020 | |
Joint Development Agreement | |
Joint Development Agreement | (16) Joint Development Agreement In June 2019, the Corporation 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 Corporation also entered into a lease agreement for 41,195 12 118,000 2.7 1.14 1.14 2.12 580,000 2.7 no Revenue |
Summary of Significant Accoun_2
Summary of Significant Accounting Policies (Policies) | 2 Months Ended | 9 Months Ended | 12 Months Ended |
Dec. 31, 2020 | Sep. 30, 2021 | Dec. 31, 2020 | |
Basis of presentation | Basis of presentation The financial statements have been prepared in conformity with accounting principles generally accepted in the United States of America (“U.S. GAAP”) and include all adjustments necessary for the fair presentation of the Corporation’s financial position for the years presented. | ||
Use of estimates | 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 Corporation has used significant estimates in its determination of stock-based compensation assumptions, determination of the fair value of the Corporation’s common stock, determination of the incremental borrowing rate (“IBR”) used in the calculation of the Corporation’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 and cash equivalents | Cash and cash equivalents 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. | ||
Income taxes | Income taxes Deferred income taxes reflect future tax effects of temporary differences between the tax and financial reporting basis of the Corporation’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. SAb Biotherapeutics, Inc. and subsidiaries Notes to consolidated financial statements The Corporation 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 Corporation has elected to treat interest and penalties related to income taxes, to the extent they arise, as a component of income taxes. | ||
Earnings per share | Earnings per share In accordance with ASC 260, Earnings per Share In 2019, the Corporation issued shares of preferred stock, which it determined qualified as participating securities, as defined in ASC 260. Under ASC 260, securities are considered participating securities if the securities may participate in undistributed earnings with common stock, whether that participation is conditioned upon the occurrence of a specified event or not. In accordance with ASC 260, a company is required to use the two-class method when computing net income (loss) per share when a company has securities that qualify as participating securities. The two-class method is an earnings allocation formula that determines net income (loss) per share for each class of common stock and participating security according to dividends declared (or accumulated) and participation rights in undistributed earnings. The two-class method requires income (loss) available to common stockholders for the period to be allocated between common stock and participating securities based upon their respective rights to share in the earnings as if all income (loss) for the period had been distributed. Participating securities are included in the computation of basic net income (loss) per share using the two-class method. Under the two-class method, basic net income (loss) per share is computed by dividing net income (loss) attributable to the shareholders of the Corporation attributable to common stockholders by the weighted-average common shares outstanding during the period. Diluted net income (loss) per share for the Corporation’s common stock is computed using the more dilutive of the two-class method or the if-converted method. SAb Biotherapeutics, Inc. and subsidiaries Notes to consolidated financial statements | ||
Concentration of credit risk | Concentration of credit risk The Corporation 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 Corporation received approximately 96 85 4 12 | ||
Principles of consolidation | Principles of consolidation The accompanying consolidated financial statements include the results of the Corporation 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 Corporation’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 Corporation’s product candidates, the Corporation’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 Corporation’s ability to raise capital. The Corporation currently has no commercially approved products and there can be no assurance that the Corporation’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 Corporation operates in an environment of rapid change and is dependent upon the continued services of its employees and obtaining and protecting intellectual property. SAb Biotherapeutics, Inc. and subsidiaries Notes to consolidated financial statements Funding from government grants is not guaranteed to cover all costs, and additional funding may be needed to cover operational costs as we move forward to with our efforts to develop a commercially approved product. | ||
Accounts receivable | Accounts receivable Accounts receivable are carried at original invoice amount, less an allowance for doubtful accounts. The Corporation 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 allowance for doubtful accounts was $ 0 | ||
Lease liabilities and right-of-use assets | Lease liabilities and right-of-use assets The Corporation 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 SAb Biotherapeutics, Inc. and subsidiaries Notes to consolidated financial statements | ||
Research and development expenses | 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 Corporation’s research and development projects, fees paid to consultants and various entities that perform certain research and testing on behalf of the Corporation, and expenses related to salaries, benefits, and stock-based compensation granted to employees in research and development functions. During 2020 and 2019, the Corporation had contracts with multiple contract research organizations (“CRO”) to complete studies as part of research grant agreements. In the case of SAB-185, the CRO has been contracted and paid by the US government. For SAB-176, PPD Development, LP acting as the CRO oversaw the Phase 1 safety study. The terms of that agreement are subject to confidentiality, and the status of the agreement is that it is current, in good standing and approximately 90 35 | ||
Equipment | Equipment The Corporation records equipment at cost less depreciation. Depreciation is calculated using straight-line methods over the following estimated useful lives: Schedule of Estimated Useful Lives Animal facility equipment 7 Laboratory equipment 7 Leasehold improvements Shorter of asset life or lease term Office furniture & equipment 5 Vehicles 5 Repairs and maintenance expenses are expensed as incurred. | ||
Impairment of long-lived assets | Impairment of long-lived assets The Corporation 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 Corporation 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 Corporation believes that long-lived assets are recoverable, and no | ||
Stock-based compensation | Stock-based compensation FASB ASC Topic 718, Compensation—Stock Compensation | ||
Revenue recognition | Revenue recognition The Corporation’s revenue is primarily generated through grants from government and other (non-government) organizations. 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 Corporation concluded that payments received under these grants represent conditional, nonreciprocal contributions, as described in ASC 958, Not-for-Profit Entities Revenue from Contracts with Customers | ||
Comprehensive income (loss) | Comprehensive income (loss) The Corporation had no items of comprehensive income (loss) other than its net income (loss). | ||
Litigation | Litigation From time to time, the Corporation is involved in legal proceedings, investigations and claims generally incidental to its normal business activities. In accordance with U.S. GAAP, the Corporation 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. | ||
Segment reporting | Segment reporting In accordance with ASC 280, Segment Reporting one | ||
Fair value measurements | 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. As of December 31, 2020 and 2019, the Corporation does not have any assets and liabilities that are recorded at fair value on a recurring basis. The Corporation believes that the carrying amounts of its cash and cash equivalents, accounts receivable, and debt approximate their fair values due to their near-term maturities. | ||
Common stock valuations | Common stock valuations The Corporation is required to periodically estimate the fair value of its common stock with the assistance of an independent third-party valuation expert when issuing stock options and computing its estimated stock-based compensation expense. The assumptions underlying these valuations represented management’s best estimates, which involved inherent uncertainties and the application of significant levels of management judgment. In order to determine the fair value of its common stock, the Corporation considered, among other items, previous transactions involving the sale of the Corporation’s securities, the Corporation’s 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 the Corporation’s common stock. | ||
Reclassification | Reclassification The prior period amount of $ 3.4 SAb Biotherapeutics, Inc. and subsidiaries Notes to consolidated financial statements | ||
Big Cypress Acquisition Corp [Member] | |||
Basis of presentation | Basis of Presentation The accompanying financial statements are presented in conformity with accounting principles generally accepted in the United States of America (“US GAAP”) and pursuant to the rules and regulations of the U.S. Securities and Exchange Commission (the “SEC”). | Basis of Presentation The accompanying unaudited condensed financial statements have been prepared in accordance with accounting principles generally accepted in the United States of America (“GAAP”) for interim financial information and in accordance with the instructions to Form 10-Q and Article 10 of Regulation S-X of the SEC. Certain information or footnote disclosures normally included in financial statements prepared in accordance with GAAP have been condensed or omitted, pursuant to the rules and regulations of the SEC for interim financial reporting. Accordingly, they do not include all the information and footnotes necessary for a complete presentation of financial position, results of operations, or cash flows. In the opinion of management, the accompanying unaudited condensed financial statements include all adjustments, consisting of a normal recurring nature, which are necessary for a fair presentation of the financial position, operating results and cash flows for the periods presented The accompanying unaudited condensed financial statements should be read in conjunction with the Company’s Annual Report on Form 10-K for the year ended December 31, 2020 as filed with the SEC on April 2, 2021, which contains the audited financial statements and notes thereto. The interim results for the three months and nine months ended September 30, 2021 are not necessarily indicative of the results to be expected for the year ending December 31, 2021 or for any future interim periods. | |
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 growth companies but any such election to opt out is irrevocable. The Company has elected not to opt out of such extended transition period which means that when a standard is issued or revised and it has different application dates for public or private companies, the Company, as an emerging growth company, can adopt the new or revised standard at the time private companies adopt the new or revised standard. This may make comparison of the Company’s financial statements with another public company which is neither an emerging growth company nor an emerging growth company which has opted out of using the extended transition period difficult or impossible because of the potential differences in accounting standards used. | 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 growth companies but any such election to opt out is irrevocable. The Company has elected not to opt out of such extended transition period which means that when a standard is issued or revised and it has different application dates for public or private companies, the Company, as an emerging growth company, can adopt the new or revised standard at the time private companies adopt the new or revised standard. This may make comparison of the Company’s financial statements with another public company which is neither an emerging growth company nor an emerging growth company which has opted out of using the extended transition period difficult or impossible because of the potential differences in accounting standards used. | |
Use of estimates | Use of Estimates The preparation of financial statements in conformity with US GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of expenses during the reporting period. Actual results could differ from those estimates. | Use of Estimates The preparation of financial statements in conformity with US GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of expenses during the reporting period. Actual results could differ from those estimates. | |
Cash and cash equivalents | Cash and Cash Equivalents The Company considers all short-term investments with an original maturity of three months or less when purchased to be cash equivalents. The Company did no | Cash and Cash Equivalents The Company considers all short-term investments with an original maturity of three months or less when purchased to be cash equivalents. The Company did no | |
Marketable Securities Held in Trust Account | Marketable Securities Held in Trust Account At September 30, 2021, substantially all of the assets held in the Trust Account were held in money market funds which invest U.S. Treasury securities. | ||
Warrant Liabilities | Warrant Liabilities The Company evaluated the Public Warrants and Private Placement Warrants (each as defined herein and collectively, “Warrants”, which are discussed in Note 2, Note 4, Note 5 and Note 9) in accordance with ASC 815-40, “Derivatives and Hedging — Contracts in Entity’s Own Equity”, and concluded that a provision in the Warrant Agreement related to certain tender or exchange offers precludes the Warrants from being accounted for as components of equity. As the Warrants meet the definition of a derivative as contemplated in ASC 815, the Warrants are recorded as derivative liabilities on the Condensed Balance Sheet and measured at fair value at inception (on the date of the IPO) and at each reporting date in accordance with ASC 820, “Fair Value Measurement”, with changes in fair value recognized in the Condensed Statement of Operations in the period of change. | ||
Offering Costs Associated with the Initial Public Offering | Offering Costs Associated with the Initial Public Offering The Company complies with the requirements of the ASC 340-10-S99-1. Offering costs consisted of legal, accounting, underwriting fees and other costs incurred through the Initial Public Offering that were directly related to the Initial Public Offering. Offering costs are allocated to the separable financial instruments issued in the Initial Public Offering based on a relative fair value basis, compared to total proceeds received. Offering costs associated with warrant liabilities are expensed as incurred, presented as non-operating expenses in the statement of operations. Offering costs associated with the common stock were charged to temporary equity upon the completion of the Initial Public Offering . Transaction costs amounted to $ 6,108,360 359,874 | ||
Common Stock Subject to Possible Redemption | Common Stock Subject to Possible Redemption All of the 11,500,000 shares of common stock sold as part of the Units in the IPO contain a redemption feature which allows for the redemption of such public shares in connection with the Company’s liquidation, if there is a stockholder vote or tender offer in connection with the Business Combination and in connection with certain amendments to the Company’s certificate of incorporation. In accordance with SEC and its staff’s guidance on redeemable equity instruments, which has been codified in ASC 480-10-S99, redemption provisions not solely within the control of the Company require common stock subject to redemption to be classified outside of permanent equity. The common stock is subject to SEC and its staff’s guidance on redeemable equity instruments, which has been codified in ASC 480-10-S99. If it is probable that the equity instrument will become redeemable, the Company has the option to either accrete changes in the redemption value over the period from the date of issuance (or from the date that it becomes probable that the instrument will become redeemable, if later) to the earliest redemption date of the instrument or to recognize changes in the redemption value immediately as they occur and adjust the carrying amount of the instrument to equal the redemption value at the end of each reporting period. The Company recognizes changes in redemption value immediately as they occur. Immediately upon the closing of the IPO, the Company recognized the accretion from initial book value to redemption amount value. The change in the carrying value of redeemable common stock resulted in charges against additional paid-in capital and accumulated deficit. As of September 30, 2021, the common stock reflected on the balance sheet are reconciled in the following table: Schedule of Common Stock Reflected on the Balance Sheet Gross proceeds from IPO $ 116,150,000 Less: Proceeds allocated to Public Warrants (6,775,220 ) Common stock issuance costs (5,748,485 ) Plus: Accretion of carrying value to redemption value 12,523,705 Common stock subject to possible redemption $ 116,150,000 | ||
Income taxes | Income Taxes The Company accounts for income taxes under ASC 740 Income Taxes (“ASC 740”). ASC 740 requires the recognition of deferred tax assets and liabilities for both the expected impact of differences between the financial statement and tax basis of assets and liabilities and for the expected future tax benefit to be derived from tax loss and tax credit carry forwards. ASC 740 additionally requires a valuation allowance to be established when it is more likely than not that all or a portion of deferred tax assets will not be realized. The deferred tax assets were deemed to be de minimus as of December 31, 2020. ASC 740 also clarifies the accounting for uncertainty in income taxes recognized in an enterprise’s financial statements and prescribes a recognition threshold and measurement process for financial statement recognition and measurement of a tax position taken or expected to be taken in a tax return. For those benefits to be recognized, a tax position must be more-likely-than-not to be sustained upon examination by taxing authorities. ASC 740 also provides guidance on derecognition, classification, interest and penalties, accounting in interim period, disclosure and transition. The Company recognizes accrued interest and penalties related to unrecognized tax benefits as income tax expense. There were no unrecognized tax benefits and no amounts accrued for interest and penalties as of December 31, 2020. The Company is currently not aware of any issues under review that could result in significant payments, accruals or material deviation from its position. The Company has identified the United States as its only “major” tax jurisdiction. The Company is subject to income tax examinations by major taxing authorities since inception. These potential examinations may include questioning the timing and amount of deductions, the nexus of income among various tax jurisdictions and compliance with federal and state tax laws. The Company’s management does not expect that the total amount of unrecognized tax benefits will materially change over the next twelve months. The provision for income taxes was deemed to be de minimus for the period from November 12, 2020 (inception) through December 31, 2020. | Income Taxes The Company accounts for income taxes under ASC 740 Income Taxes (“ASC 740”). ASC 740 requires the recognition of deferred tax assets and liabilities for both the expected impact of differences between the financial statement and tax basis of assets and liabilities and for the expected future tax benefit to be derived from tax loss and tax credit carry forwards. ASC 740 additionally requires a valuation allowance to be established when it is more likely than not that all or a portion of deferred tax assets will not be realized. The deferred tax assets were deemed to be de minimis as of September 30, 2021 and December 31, 2020. ASC 740 also clarifies the accounting for uncertainty in income taxes recognized in an enterprise’s financial statements and prescribes a recognition threshold and measurement process for financial statement recognition and measurement of a tax position taken or expected to be taken in a tax return. For those benefits to be recognized, a tax position must be more-likely-than-not to be sustained upon examination by taxing authorities. ASC 740 also provides guidance on derecognition, classification, interest and penalties, accounting in interim period, disclosure and transition. The Company recognizes accrued interest and penalties related to unrecognized tax benefits as income tax expense. There were no | |
Earnings per share | Net Loss Per Common Stock Net loss per share is computed by dividing net loss by the weighted average number of shares of common stock outstanding during the period, excluding common stock subject to forfeiture. Weighted average shares were reduced for the effect of an aggregate of 375,000 As a result of the underwriter’s election to fully exercise their over-allotment option on January 14, 2021, the 375,000 | Net Income (Loss) Per Common Share The Company complies with accounting and disclosure requirements of FASB ASC Topic 260, Earnings Per Share. Net loss per share is computed by dividing net loss by the weighted average number of shares of common stock outstanding during the period. The Company has not considered the effect of any warrants sold in the Initial Public Offering and the private placement to purchase 5,958,600 shares of common stock in the calculation of diluted loss per share, since the exercise of the warrants are contingent upon the occurrence of future events. As a result, diluted net loss per common share is the same as basic net loss per common share for the period presented. Accretion of the carrying value of common stock to redemption value is excluded from net income per ordinary share because the redemption value approximates fair value. The table below presents a reconciliation of the numerator and denominator used to compute basic and diluted net income (loss) per share: Schedule of reconciliation compute basic and diluted net income (loss) per share For the three months ended For the nine months ended Basic and diluted net income (loss) per share: Numerator: Allocation of net income (loss) $ (330,829 ) $ 440,230 Denominator: Weighted-average shares outstanding 14,792,200 14,224,714 Basic and diluted net income (loss) per share $ (0.02 ) $ 0.03 | |
Concentration of credit risk | Concentration of Credit Risk Financial instruments that potentially subject the Company to concentrations of credit risk consist of cash accounts in a financial institution, which, at times, may exceed the federal depository insurance coverage of $ 250,000 | Concentration of Credit Risk Financial instruments that potentially subject the Company to concentrations of credit risk consist of cash accounts in a financial institution, which, at times, may exceed the federal depository insurance coverage of $ 250,000 | |
Fair Value of Financial Instruments | Fair Value of Financial Instruments The fair value of the Company’s assets and liabilities approximates the carrying amounts represented in the accompanying balance sheet, primarily due to their short-term nature. | Fair Value of Financial Instruments The Company follows the guidance in ASC 820, “Fair Value Measurement,” for its financial assets and liabilities that are re-measured and reported at fair value at each reporting period, and non-financial assets and liabilities that are re-measured and reported at fair value at least annually. The fair value of the Company’s financial assets and liabilities reflects management’s estimate of amounts that the Company would have received in connection with the sale of the assets or paid in connection with the transfer of the liabilities in an orderly transaction between market participants at the measurement date. In connection with measuring the fair value of its assets and liabilities, the Company seeks to maximize the use of observable inputs (market data obtained from independent sources) and to minimize the use of unobservable inputs (internal assumptions about how market participants would price assets and liabilities). The following fair value hierarchy is used to classify assets and liabilities based on the observable inputs and unobservable inputs used in order to value the assets and liabilities: Level 1 — Valuations based on unadjusted quoted prices in active markets for identical assets or liabilities that the Company has the ability to access. Valuation adjustments and block discounts are not being applied. Since valuations are based on quoted prices that are readily and regularly available in an active market, valuation of these securities does not entail a significant degree of judgment. Level 2 — Valuations based on (i) quoted prices in active markets for similar assets and liabilities, (ii) quoted prices in markets that are not active for identical or similar assets, (iii) inputs other than quoted prices for the assets or liabilities, or (iv) inputs that are derived principally from or corroborated by market through correlation or other means. Level 3 — Valuations based on inputs that are unobservable and significant to the overall fair value measurement. See Note 9 for additional information on assets and liabilities measured at fair value. | |
Recently Adopted Accounting Standards | Recently Adopted Accounting Standards In August 2020, the FASB issued ASU 2020-06, Debt-Debt with Conversion and Other Options (Subtopic 470-20) and Derivatives and Hedging-Contracts in Entity’s Own Equity (Subtopic 815-40): Accounting for Convertible Instruments and Contracts in an Entity’s Own Equity (“ASU 2020-06”), which simplifies accounting for convertible instruments by removing major separation models required under current GAAP. The ASU also removes certain settlement conditions that are required for equity-linked contracts to qualify for scope exception, and it simplifies the diluted earnings per share calculation in certain areas. The Company adopted ASU 2020-06 on January 1, 2021. Adoption of the ASU did not impact the Company’s financial position, results of operations or cash flows. | ||
Recent Accounting Pronouncements | Recent Accounting Pronouncements Management does not believe that any recently issued, but not effective, accounting standards, if currently adopted, would have a material effect on the Company’s financial statements. | Recent Accounting Pronouncements Management does not believe that any recently issued, but not effective, accounting standards, if currently adopted, would have a material effect on the Company’s financial statements. | |
Deferred Offering Costs | Deferred Offering Costs Deferred offering costs consist of legal, accounting and other expenses incurred through the balance sheet date that are directly related to the IPO and that will be charged to stockholders’ equity upon the completion of the IPO. |
Restatement of Previously Iss_2
Restatement of Previously Issued Financial Statements (Tables) | 9 Months Ended |
Sep. 30, 2021 | |
Big Cypress Acquisition Corp [Member] | |
Schedule of Financial Statements is Reflected | The impact of the restatement on the Company’s financial statements is reflected in the following table: Schedule of Financial Statements is Reflected As Reported Adjustment As Restated Balance Sheet as of January 14, 2021 (as revised in footnote 2 per form 10-Q filed on May 21, 2021) Common Stock subject to possible redemption $ 101,131,827 $ 15,018,173 $ 116,150,000 Common stock, $ 0.0001 479 (149 ) 330 Additional Paid in Capital 5,359,507 (5,359,507 ) — Accumulated Deficit (359,892 ) (9,658,517 ) (10,018,499 ) Total Stockholders’ Equity (Deficit) $ 5,000,004 $ (15,018,173 ) $ (10,018,169 ) Number of shares subject to redemption 10,013,052 1,486,948 11,500,000 Balance Sheet as of March 31, 2021 (per form 10-Q filed on May 21, 2021) Common Stock subject to possible redemption $ 104,389,656 $ 11,760,344 $ 116,150,000 Common stock, $ 0.0001 445 (115 ) 330 Additional Paid in Capital 2,035,336 (2,035,336 ) — Retained Earnings (Accumulated Deficit) 2,964,224 (9,724,892 ) (6,760,669 ) Total Stockholders’ Equity (Deficit) $ 5,000,005 $ (11,760,344 ) $ (6,760,339 ) Number of shares subject to redemption 10,335,609 1,164,391 11,500,000 Unaudited Statement of Operations for the three months ended March 31, 2021 (per form 10-Q filed on May 21, 2021) Basic and diluted weighted average shares outstanding, common stock subject to redemption 3,532,050 9,538,777 13,070,827 Basic and diluted net income per common share $ 0.84 $ (0,61 ) $ 0.23 Balance Sheet as of June 30, 2021 (per form 10-Q filed on August 9, 2021) Common Stock subject to possible redemption ($) $ 102,187,499 $ 13,962,501 $ 116,150,000 Common stock, $ 0.0001 467 (137 ) 330 Additional Paid in Capital 4,237,471 (4,237,471 ) — Retained Earnings (Accumulated Deficit) 762,063 (9,724,893 ) (8,962,830 ) Total Stockholders’ Equity (Deficit) $ 5,000,002 $ (13,962,501 ) $ (8,962,500 ) Number of shares subject to redemption 10,117,574 1,382,426 11,500,000 Unaudited Statement of Operations For the three and six months ended June 30, 2021 (per form 10-Q filed on August 9, 2021) Three months ended June 30, 2021 Basic and diluted weighted average shares outstanding, common stock subject to redemption 4,443,103 10,349,097 14,792,000 Basic and diluted net loss per common share $ (0.50 ) $ 0.35 $ (0.15 ) Six months ended June 30, 2021 Basic and diluted weighted average shares outstanding, common stock subject to redemption 4,162,957 9,773,212 13,936,269 Basic and diluted net loss per common share $ 0.18 $ (0.12 ) $ 0.06 |
Summary of Significant Accoun_3
Summary of Significant Accounting Policies (Tables) | 9 Months Ended | 12 Months Ended |
Sep. 30, 2021 | Dec. 31, 2020 | |
Schedule of reconciliation compute basic and diluted net income (loss) per share | Schedule of Earnings per Share Net loss attributable to the Corporation’s shareholders $ 5,593,035 Weighted-average common shares outstanding - basic and diluted 35,216,000 Loss per common share - basic and diluted $ (0.16 ) | Schedule of Computation Of Diluted Net loss Per Share Net loss attributable to the Corporation’s shareholders $ 8,986,289 Weighted-average common shares outstanding - basic and diluted 35,216,000 Loss per common share - basic and diluted $ (0.26 ) |
Schedule of Estimated Useful Lives | The Corporation records equipment at cost less depreciation. Depreciation is calculated using straight-line methods over the following estimated useful lives: Schedule of Estimated Useful Lives Animal facility equipment 7 Laboratory equipment 7 Leasehold improvements Shorter of asset life or lease term Office furniture & equipment 5 Vehicles 5 | |
Big Cypress Acquisition Corp [Member] | ||
Schedule of Common Stock Reflected on the Balance Sheet | As of September 30, 2021, the common stock reflected on the balance sheet are reconciled in the following table: Schedule of Common Stock Reflected on the Balance Sheet Gross proceeds from IPO $ 116,150,000 Less: Proceeds allocated to Public Warrants (6,775,220 ) Common stock issuance costs (5,748,485 ) Plus: Accretion of carrying value to redemption value 12,523,705 Common stock subject to possible redemption $ 116,150,000 | |
Schedule of reconciliation compute basic and diluted net income (loss) per share | The table below presents a reconciliation of the numerator and denominator used to compute basic and diluted net income (loss) per share: Schedule of reconciliation compute basic and diluted net income (loss) per share For the three months ended For the nine months ended Basic and diluted net income (loss) per share: Numerator: Allocation of net income (loss) $ (330,829 ) $ 440,230 Denominator: Weighted-average shares outstanding 14,792,200 14,224,714 Basic and diluted net income (loss) per share $ (0.02 ) $ 0.03 |
Fair Value Measurements (Tables
Fair Value Measurements (Tables) - Big Cypress Acquisition Corp [Member] | 9 Months Ended |
Sep. 30, 2021 | |
Schedule of Fair Value, Assets and Liabilities Measured on Recurring Basis | Schedule of Fair Value, Assets and Liabilities Measured on Recurring Basis September 30, Quoted Significant Significant 2021 (Level 1) (Level 2) (Level 3) Assets: U.S. Money Market held in Trust Account $ 116,158,244 $ 116,158,244 $ — $ — Liabilities: Public Warrants Liability $ 5,290,000 $ 5,290,000 $ — $ — Private Placement Warrants Liability 239,312 — — 239,312 $ 5,529,312 $ 5,290,000 $ — $ 239,312 |
Schedule of Change in Fair Value Liabilities | The following table presents the changes in the fair value of the Level 3 liabilities: Schedule of Change in Fair Value Liabilities Private Placement Warrants Public Warrants Warrant Liabilities Fair Value as of December 31, 2020 $ — $ — $ — Initial measurement on January 14, 2021 249,963 6,775,220 7,025,183 Change in valuation (10,651 ) (1,485,220 ) (1,495,871 ) Transferred to Level 1 — (5,290,000 ) (5,290,000 ) Balance, September 30, 2021 $ 239,312 $ — $ 239,312 |
Schedule of Key Inputs into Monte Carlo Simulation | The key inputs into the Monte Carlo simulation as of January 14, 2021 and September 30, 2021 were as follows: Schedule of Key Inputs into Monte Carlo Simulation (Initial Measurement) Inputs January 14, 2021 September 30, 2021 Risk-free interest rate 0.60 % 1.00 % Expected term remaining (years) 5.67 5.14 Expected volatility 24.2 % 18.7 % Stock price $ 9.41 $ 10.08 |
Earnings (loss) per share (Tabl
Earnings (loss) per share (Tables) | 9 Months Ended | 12 Months Ended |
Sep. 30, 2021 | Dec. 31, 2020 | |
Earnings (loss) per common share attributable to the Corporation’s shareholders | ||
Schedule of Computation Of Diluted Net loss Per Share | Schedule of Earnings per Share Net loss attributable to the Corporation’s shareholders $ 5,593,035 Weighted-average common shares outstanding - basic and diluted 35,216,000 Loss per common share - basic and diluted $ (0.16 ) | Schedule of Computation Of Diluted Net loss Per Share Net loss attributable to the Corporation’s shareholders $ 8,986,289 Weighted-average common shares outstanding - basic and diluted 35,216,000 Loss per common share - basic and diluted $ (0.26 ) |
Schedule of Earnings per Share Allocation of Net Income | The following table sets forth the allocation of net income attributable to the Corporation’s shareholders for the nine months ended September 30, 2020 under the two-class method: Schedule of Earnings per Share Allocation of Net Income Net income attributable to the Corporation’s shareholders $ 11,673,099 Net income attributable to the Corporation’s shareholders applicable to preferred stock 4,080,661 Net income attributable to the Corporation’s shareholders applicable to common stock $ 7,592,438 | The following table sets forth the allocation of net income attributable to the Corporation’s shareholders for the year ended December 31, 2020 under the two-class method: Schedule of Earnings per Share Allocation of Net Income Net income attributable to the Corporation’s shareholders $ 20,117,773 Net income attributable to the Corporation’s shareholders applicable to preferred stock 7,134,840 Net income attributable to the Corporation’s shareholders applicable to common stock $ 12,982,933 |
Schedule of reconciliation compute basic and diluted net income (loss) per share | 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 nine months ended September 30, 2020: Schedule of reconciliation compute basic and diluted net income (loss) per share Determination of shares: Weighted-average common shares outstanding – basic 35,216,000 Assumed conversion of preferred stock 18,927,326 Dilutive effect of equity awards 4,353,350 Weighted-average common shares outstanding – diluted 58,496,676 | 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: Schedule of reconciliation compute basic and diluted net income (loss) per share Determination of shares: Weighted-average common shares outstanding - basic 35,216,000 Assumed conversion of preferred stock 19,353,143 Dilutive effect of equity awards 3,482,471 Weighted-average common shares outstanding - diluted 58,051,614 |
Schedule of Earnings per Share | The following table presents the calculation of basic and diluted EPS for the Corporation’s common stock for the nine months ended September 30, 2020: Schedule of Earnings per Share Calculation of basic EPS attributable to the Corporation’s shareholders Net income attributable to the Corporation’s shareholders applicable to common stock $ 7,592,438 Weighted-average common shares outstanding – basic 35,216,000 Basic EPS $ 0.22 Calculation of diluted EPS attributable to the Corporation’s shareholders Net income attributable to the Corporation’s shareholders $ 11,673,099 Weighted-average common shares outstanding – diluted 58,496,676 Diluted EPS $ 0.20 | The following table presents the calculation of basic and diluted EPS for the Corporation’s common stock for the year ended December 31, 2020: Schedule of Earnings per Share Calculation of basic EPS attributable to the Corporation’s shareholders Net income attributable to the Corporation’s shareholders applicable to common stock $ 12,982,933 Weighted-average common shares outstanding – basic 35,216,000 Basic EPS $ 0.37 Calculation of diluted EPS attributable to the Corporation’s shareholders Net income attributable to the Corporation’s shareholders $ 20,117,773 Weighted-average common shares outstanding - diluted 58,051,614 Diluted EPS $ 0.35 |
Equipment (Tables)
Equipment (Tables) | 9 Months Ended | 12 Months Ended |
Sep. 30, 2021 | Dec. 31, 2020 | |
Property, Plant and Equipment [Line Items] | ||
Schedule of Construction-in-Progress | As of September 30, 2021 and December 31, 2020, equipment was as follows: Schedule of Equipment September 30, 2021 December 31, 2020 Laboratory equipment $ 6,997,964 $ 5,205,346 Animal facility 6,267,498 3,371,125 Animal facility equipment 1,197,366 1,003,629 Construction-in-progress 4,922,079 6,729,673 Leasehold improvements 5,605,847 185,971 Vehicles 135,593 96,693 Office furniture and equipment 46,202 20,219 Property, plant and equipment, gross 25,172,549 16,612,656 Less: accumulated depreciation and amortization 2,604,072 1,767,186 Property, plant and equipment net $ 22,568,477 $ 14,845,470 | As of December 31, 2020 and 2019, the Corporation’s equipment was as follows: Schedule of Equipment 2020 2019 Laboratory equipment $ 5,205,346 $ 1,740,088 Animal facility 3,371,125 1,459,459 Animal facility equipment 1,003,629 540,000 Construction-in-progress 6,729,673 83,966 Leasehold improvements 185,971 34,285 Vehicles 96,693 22,710 Office furniture and equipment 20,219 11,347 Property, plant and equipment, gross 16,612,656 3,891,855 Less: accumulated depreciation and amortization 1,767,186 1,388,197 Property, plant and equipment net $ 14,845,470 $ 2,503,658 |
Construction in Progress [Member] | ||
Property, Plant and Equipment [Line Items] | ||
Schedule of Construction-in-Progress | The Corporation has several ongoing construction projects related to the expansion of its operating capacity. As of September 30, 2021 and December 31, 2020, the Corporation’s construction-in-progress was as follows: Schedule of Construction-in-Progress September 30, 2021 December 31, 2020 200L commercial facility $ - $ 4,148,113 200L commercial facility, equipment 1,658,189 486,381 New animal barn (#6) - 1,551,167 New animal barn (#7) 2,093,263 - New office space (at Headquarters) - 477,907 New laboratory space (at Headquarters) 922,077 - New laboratory space, equipment 60,448 - Software 137,811 - Other 50,291 66,105 Total construction-in-progress $ 4,922,079 $ 6,729,673 | The Corporation has several ongoing construction projects related to the expansion of its operating capacity. As of December 31, 2020 and December 31, 2019, the Corporation’s construction-in-progress was as follows: Schedule of Construction-in-Progress 2020 2019 200L commercial facility $ 4,148,113 $ - 200L commercial facility equipment 486,381 - New animal barn (#6) 1,551,167 - New office space (at Headquarters) 477,907 - Other 66,105 83,966 Total construction-in-progress $ 6,729,673 $ 83,966 |
Leases (Tables)
Leases (Tables) | 9 Months Ended | 12 Months Ended |
Sep. 30, 2021 | Dec. 31, 2020 | |
Leases | ||
Schedule of Operating and Finance Leases Discount Rate | The Corporation’s weighted-average remaining lease term and weighted-average discount rate for operating and finance leases as of September 30, 2021 were as follows: Schedule of Operating and Finance Leases Discount Rate Operating Finance Weighted-average remaining lease term 2.66 16.98 Weighted-average discount rate 4.74 % 7.70 % | |
Schedule of Undiscounted Future Minimum Lease Payments | The table below reconciles the undiscounted future minimum lease payments under non-cancelable leases with terms of more than one year to the total lease liabilities recognized on the condensed consolidated balance sheet as of September 30, 2021: Schedule of Undiscounted Future Minimum Lease Payments Operating Finance 2021 (remaining three months) $ 285,481 $ 128,861 2022 1,138,368 449,159 2023 1,067,594 406,339 2024 467,968 401,496 2025 - 401,496 Thereafter - 5,185,990 Undiscounted future minimum lease payments 2,959,411 6,973,341 Less: Amount representing interest Payments (170,673 ) (2,989,666 ) Total lease liabilities 2,788,738 3,983,675 Less current portion (1,035,211 ) (180,243 ) Noncurrent lease liabilities $ 1,753,527 $ 3,803,432 | |
Schedule of Operating and Finance Leases Discount Rate | The Corporation’s weighted-average remaining lease term and weighted-average discount rate for operating and finance leases as of December 31, 2020 are: Schedule of Operating and Finance Leases Discount Rate Operating Finance Weighted-average remaining lease term 3.43 17.61 Weighted-average discount rate 4.75 % 7.96 % | |
Schedule of Undiscounted Future Minimum Lease Payments | The table below reconciles the undiscounted future minimum lease payments under non-cancelable leases with terms of more than one year to the total lease liabilities recognized on the consolidated balance sheet as of December 31, 2020: Schedule of Undiscounted Future Minimum Lease Payments Operating Finance 2021 $ 1,053,891 $ 490,848 2022 1,048,573 444,928 2023 989,107 406,339 2024 467,968 401,496 2025 - 401,496 Thereafter - 5,185,990 Undiscounted future minimum lease payments 3,559,539 7,331,097 Less: Amount representing interest payments (262,497 ) (3,212,826 ) Total lease liabilities 3,297,042 4,118,271 Less current portion (924,265 ) (194,717 ) Noncurrent lease liabilities $ 2,372,777 $ 3,923,554 |
Accrued Expenses and Other Cu_2
Accrued Expenses and Other Current Liabilities (Tables) | 9 Months Ended | 12 Months Ended |
Sep. 30, 2021 | Dec. 31, 2020 | |
Payables and Accruals [Abstract] | ||
Schedule of Accrued Expenses and Other Current Liabilities | As of September 30, 2021 and December 31, 2020, accrued expenses and other current liabilities consisted of the following: Schedule of Accrued Expenses and Other Current Liabilities September 30, 2021 December 31, 2020 Accrued vacation $ 673,541 $ 438,936 Accrued payroll 208,105 314,451 Accrued construction-in-progress 87,926 637,776 Accrued supplies 1,261,696 301,989 Accrued contract manufacturing 1,709,964 - Accrued clinical trial expense 338,802 - Accrued outside lab services 85,764 - Accrued professional services 470,476 120,744 Accrued animal care expense 128,028 - Other accrued expenses 44,797 90,982 Total accrued liabilities $ 5,009,099 $ 1,904,878 | As of December 31, 2020 and 2019, accrued expenses and other current liabilities consisted of the following: Schedule of Accrued Expenses and Other Current Liabilities 2020 2019 Accrued vacation $ 438,936 $ 248,722 Accrued payroll 314,451 143,210 Accrued construction-in-progress 637,776 - Accrued lab supplies 301,989 18,837 Accrued project consulting 120,744 5,352 Other accrued expenses 90,982 78,433 Total $ 1,904,878 $ 494,554 |
Debt (Tables)
Debt (Tables) | 9 Months Ended | 12 Months Ended |
Sep. 30, 2021 | Dec. 31, 2020 | |
Debt Disclosure [Abstract] | ||
Schedule of Debt | As of September 30, 2021 and December 31, 2020, debt was as follows: Schedule of Debt September 30, 2021 December 31, 2020 Tractor loan $ 49,156 $ 49,156 PPP loan - 661,612 Total debt 49,156 710,768 Less: current portion of debt 24,143 538,731 Long-term debt, net $ 25,013 $ 172,037 | |
Schedule of Future Loan Payments | The future loan payments are as follows: Schedule of Future Loan Payments Note Payable 2021 $ 538,731 2022 172,037 Total $ 710,768 |
Stock Option Plan (Tables)
Stock Option Plan (Tables) | 9 Months Ended | 12 Months Ended |
Sep. 30, 2021 | Dec. 31, 2020 | |
Share-based Payment Arrangement [Abstract] | ||
Summary of stock options | Stock option activity for employees and non-employees under the Plan for the nine months ended September 30, 2021 was as follows: Schedule of share option activity Weighted Average Weighted Average Options Fair Value Exercise Price Balance, December 31, 2020 8,815,992 $ 0.62 $ 0.60 Granted 1,897,916 $ 2.43 $ 1.78 Forfeited (651,527 ) $ 1.09 $ 1.04 Balance, September 30, 2021 10,062,381 $ 0.93 $ 0.79 Unvested at September 30, 2021 2,166,097 $ 1.94 $ 1.51 Vested and exercisable at September 30, 2021 7,896,284 $ 0.54 $ 0.52 | Stock option activity for employees and non-employees under the Plan for the years ended December 31, 2020 and 2019 was as follows: Summary of stock options Weighted Average Weighted Average Options Fair Value Exercise Price Balance, December 31, 2018 6,516,250 $ 0.35 $ 0.38 Granted 232,000 $ 1.01 $ 1.04 Balance, December 31, 2019 6,748,250 $ 0.38 $ 0.41 Granted 2,067,742 $ 1.60 $ 1.25 Balance, December 31, 2020 8,815,992 $ 0.62 $ 0.60 Unvested at December 31, 2020 1,933,417 $ 1.44 $ 1.20 Vested and exercisable at December 31, 2020 6,882,575 $ 0.39 $ 0.44 |
Schedule of share based compensation expense | Stock-based compensation expense for the nine months ended September 30, 2021 and 2020 was as follows: Schedule of share based compensation expense Nine Months Ended September 30, 2021 Nine Months Ended September 30, 2020 Research and development $ 726,245 $ 491,092 General and administrative 936,965 549,684 Total $ 1,663,210 $ 1,040,776 |
Income Taxes (Tables)
Income Taxes (Tables) | 12 Months Ended |
Dec. 31, 2020 | |
Income Tax Disclosure [Abstract] | |
Schedule of Deferred Tax Assets and Liabilities | Net deferred tax assets as of December 31, 2020 and 2019 consisted of the following: Schedule of Deferred Tax Assets and Liabilities 2020 2019 Deferred tax assets: Net operating loss carryforwards $ 2,659,082 $ 6,438,409 Stock-based compensation 600,592 328,553 Vacation accrual 84,553 45,128 Lease Liability 727,587 467,139 Total deferred tax assets 4,071,814 7,279,229 Less valuation allowance (2,320,958 ) (6,563,244 ) Total deferred tax assets after valuation allowance $ 1,750,856 $ 715,985 Deferred tax liabilities: Operating lease Right of Use Asset 641,135 390,962 Depreciation and amortization 1,109,721 325,023 Total deferred tax liabilities 1,750,856 715,985 Net deferred tax asset/(liability) $ - $ - |
Schedule Of Income Tax Rate Reconciliation | Schedule Of Income Tax Rate Reconciliation 2020 2019 Rate reconciliation: Net income before tax $ 20,117,773 $ (8,986,289 ) Federal income tax at statutory rate 4,224,732 21.00 % (1,887,121 ) 21.00 % Permanent items 918 - 0.01 % 2,144 - 0.02 % Valuation allowance (4,225,651 ) - 21.00 % 1,884,977 - 20.98 % Other 1 0.00 % - 0.00 % $ - 0.00 % $ - 0.00 % |
Organization and Business Ope_2
Organization and Business Operations (Details Narrative) - USD ($) | Jan. 14, 2021 | Nov. 20, 2020 | Dec. 31, 2020 | Sep. 30, 2021 | Dec. 31, 2020 | Dec. 31, 2019 | Jan. 04, 2021 |
Consolidation, Less than Wholly Owned Subsidiary, Parent Ownership Interest, Effects of Changes, Net [Line Items] | |||||||
Unsecured promissory note | $ 1,364,644 | ||||||
Sponsor [Member] | Closing of the IPO [Member] | |||||||
Consolidation, Less than Wholly Owned Subsidiary, Parent Ownership Interest, Effects of Changes, Net [Line Items] | |||||||
Unit issued price | $ 10 | ||||||
Common Stock [Member] | |||||||
Consolidation, Less than Wholly Owned Subsidiary, Parent Ownership Interest, Effects of Changes, Net [Line Items] | |||||||
Units issued during the period, shares | |||||||
Warrant [Member] | |||||||
Consolidation, Less than Wholly Owned Subsidiary, Parent Ownership Interest, Effects of Changes, Net [Line Items] | |||||||
Transaction costs | $ 359,874 | ||||||
Big Cypress Acquisition Corp [Member] | |||||||
Consolidation, Less than Wholly Owned Subsidiary, Parent Ownership Interest, Effects of Changes, Net [Line Items] | |||||||
Units issued during the period, shares | 2,156,250 | ||||||
Unit issued price | $ 0.012 | $ 0.008 | |||||
Proceeds from IPO | $ 116,150,000 | ||||||
Description of units | In addition, if (x) the Company issues additional shares of common stock or equity-linked securities for capital raising purposes in connection with the closing of its initial business combination at an issue price or effective issue price of less than $9.20 per share of common stock (with such issue price or effective issue price to be determined in good faith by the Company’s board of directors and, in the case of any such issuance to the Company’s sponsor or its affiliates, without taking into account any founder shares held by the Company’s sponsor or its affiliates, prior to such issuance) (the “Newly Issued Price”), (y) the aggregate gross proceeds from such issuances represent more than 60% of the total equity proceeds, and interest thereon, available for the funding of the initial business combination on the date of the consummation of the initial business combination (net of redemptions), and (z) the volume weighted average trading price of the Company’s common stock during the 20 trading day period starting on the trading day prior to the day on which the Company consummates the initial business combination (such price, the “Market Value”) is below $9.20 per share, the exercise price of the warrants will be adjusted (to the nearest cent) to be equal to 115% of the higher of the Market Value and the Newly Issued Price, and the $18.00 per share redemption trigger price described below under “Redemption of warrants” will be adjusted (to the nearest cent) to be equal to 180% of the higher of the Market Value and the Newly Issued Price | ||||||
Pro rata interest | $ 10.10 | ||||||
Agreement Description | In order to protect the amounts held in the Trust Account, the Sponsor has agreed that it will be liable to the Company if and to the extent any claims by a third party for services rendered or products sold to the Company, or a prospective target business with which the Company has entered into a written letter of intent, confidentiality or similar agreement or business combination agreement, reduce the amount of funds in the trust account to below the lesser of (i) $10.10 per public share and (ii) the actual amount per public share held in the trust account as of the date of the liquidation of the trust account, if less than $10.10 per share due to reductions in the value of the trust assets, less taxes payable, provided that such liability will not apply to any claims by a third party or prospective target business who executed a waiver of any and all rights to the monies held in the trust account (whether or not such waiver is enforceable) nor will it apply to any claims under the Company’s indemnity of the underwriters of this offering against certain liabilities, including liabilities under the Securities Act. However, the Company has not asked its Sponsor to reserve for such indemnification obligations, nor has the Company independently verified whether its Sponsor has sufficient funds to satisfy its indemnity obligations and believe that the Company’s Sponsor’s only assets are securities of the Company. Therefore, the Company cannot assure that its Sponsor would be able to satisfy those obligations. | The Company’s initial stockholder has agreed not to transfer, assign or sell 50% of its founder shares until the earlier to occur of (A) six months after the completion of the Company’s initial business combination or (B) the date the last sale price of the Company’s common stock equals or exceeds $12.50 per share (as adjusted for stock splits, stock dividends, reorganizations, recapitalizations and the like) for any 20 trading days within any 30-trading day period commencing after the Company’s initial business combination, and not to transfer, assign or sell the remaining 50% of the founder shares until six months after the completion of the Company’s initial business combination, or earlier, if, in either case, subsequent to the Company’s initial business combination, the date on which the Company completes a liquidation, merger, capital stock exchange or other similar transaction that results in all of its stockholders having the right to exchange their shares of common stock for cash, securities or other property. Any permitted transferees will be subject to the same restrictions and other agreements of the Company’s initial stockholders with respect to any founder shares. | The Company’s initial stockholder has agreed not to transfer, assign or sell 50% of its founder shares until the earlier to occur of (A) six months after the completion of the Company’s initial business combination or (B) the date the last sale price of the Company’s common stock equals or exceeds $12.50 per share (as adjusted for stock splits, stock dividends, reorganizations, recapitalizations and the like) for any 20 trading days within any 30-trading day period commencing after the Company’s initial business combination, and not to transfer, assign or sell the remaining 50% of the founder shares until six months after the completion of the Company’s initial business combination, or earlier, if, in either case, subsequent to the Company’s initial business combination, the date on which the Company completes a liquidation, merger, capital stock exchange or other similar transaction that results in all of its stockholders having the right to exchange their shares of common stock for cash, securities or other property. Any permitted transferees will be subject to the same restrictions and other agreements of the Company’s initial stockholders with respect to any founder shares. | ||||
Cash | $ 1,200,000 | $ 84,836 | $ 84,836 | ||||
Working capital deficit | 219,107 | 219,107 | |||||
Unsecured promissory note | 1,200,000 | 150,000 | $ 150,000 | ||||
Big Cypress Acquisition Corp [Member] | Maximum [Member] | |||||||
Consolidation, Less than Wholly Owned Subsidiary, Parent Ownership Interest, Effects of Changes, Net [Line Items] | |||||||
Interest to pay dissolution expenses | $ 100,000 | ||||||
Big Cypress Acquisition Corp [Member] | Sponsor [Member] | |||||||
Consolidation, Less than Wholly Owned Subsidiary, Parent Ownership Interest, Effects of Changes, Net [Line Items] | |||||||
Capital contribution | $ 25,000 | ||||||
Big Cypress Acquisition Corp [Member] | Sponsor [Member] | Closing of the IPO [Member] | |||||||
Consolidation, Less than Wholly Owned Subsidiary, Parent Ownership Interest, Effects of Changes, Net [Line Items] | |||||||
Unit issued price | $ 10 | $ 10 | $ 10 | ||||
Sale of units | 417,200 | 417,200 | 417,200 | ||||
Proceeds from sale of units | $ 4,172,000 | $ 4,172,000 | $ 4,172,000 | ||||
Big Cypress Acquisition Corp [Member] | Common Stock [Member] | |||||||
Consolidation, Less than Wholly Owned Subsidiary, Parent Ownership Interest, Effects of Changes, Net [Line Items] | |||||||
Unit issued price | $ 11.50 | $ 12.50 | |||||
Big Cypress Acquisition Corp [Member] | Warrant [Member] | |||||||
Consolidation, Less than Wholly Owned Subsidiary, Parent Ownership Interest, Effects of Changes, Net [Line Items] | |||||||
Warrant liability expense | $ 359,874 | ||||||
IPO [Member] | |||||||
Consolidation, Less than Wholly Owned Subsidiary, Parent Ownership Interest, Effects of Changes, Net [Line Items] | |||||||
Transaction costs | $ 6,038,360 | $ 6,108,360 | |||||
IPO [Member] | Big Cypress Acquisition Corp [Member] | |||||||
Consolidation, Less than Wholly Owned Subsidiary, Parent Ownership Interest, Effects of Changes, Net [Line Items] | |||||||
Units issued during the period, shares | 11,500,000 | ||||||
Unit issued price | $ 10 | ||||||
Proceeds from IPO | $ 115,000,000 | ||||||
Description of units | Each Unit consists of one share of common stock, and one-half redeemable warrant to purchase one share of common stock at a price of $11.50 per whole share. | ||||||
Proceeds from sale of units | $ 116,150,000 | ||||||
Transaction costs | 6,108,360 | ||||||
Underwriting fee | 1,529,500 | ||||||
Deferred underwriting fee | 4,220,500 | ||||||
Other offering costs | $ 358,360 | ||||||
Agreement Description | The Company will have 15 months (or up to 21 months) from the closing of the IPO on January 14, 2021 to consummate a Business Combination (the “Combination Period”). However, if the Company is unable to complete a Business Combination within the Combination Period, the Company will redeem 100% of the outstanding public shares for a pro rata portion of the funds held in the trust account, equal to the aggregate amount then on deposit in the trust account including interest earned on the funds held in the trust account and not previously released to the Company to pay its franchise and income taxes, divided by the number of then outstanding public shares, subject to applicable law and as further described in registration statement, and then seek to dissolve and liquidate. | ||||||
Other offering costs | $ 288,360 | ||||||
Agreement description | The Company will have 15 months (or up to 21 months) from the closing of the IPO to consummate a Business Combination (the “Combination Period”). However, if the Company is unable to complete a Business Combination within the Combination Period, the Company will redeem 100% of the outstanding public shares for a pro rata portion of the funds held in the trust account, equal to the aggregate amount then on deposit in the trust account including interest earned on the funds held in the trust account and not previously released to the Company to pay its franchise and income taxes, divided by the number of then outstanding public shares, subject to applicable law and as further described in registration statement, and then seek to dissolve and liquidate. | ||||||
Over-Allotment Option [Member] | Big Cypress Acquisition Corp [Member] | |||||||
Consolidation, Less than Wholly Owned Subsidiary, Parent Ownership Interest, Effects of Changes, Net [Line Items] | |||||||
Units issued during the period, shares | 1,500,000 | ||||||
Unit issued price | $ 10.10 | ||||||
Proceeds from IPO | $ 115,000,000 |
Schedule of Financial Statement
Schedule of Financial Statements is Reflected (Details) - USD ($) | 2 Months Ended | 3 Months Ended | 6 Months Ended | 9 Months Ended | 12 Months Ended | ||||||||
Dec. 31, 2020 | Sep. 30, 2021 | Jun. 30, 2021 | Mar. 31, 2021 | Jun. 30, 2021 | Sep. 30, 2021 | Dec. 31, 2019 | Jun. 21, 2021 | Jan. 14, 2021 | Nov. 11, 2020 | Sep. 30, 2020 | Dec. 31, 2018 | ||
New Accounting Pronouncements or Change in Accounting Principle [Line Items] | |||||||||||||
Common stock - $0.0001 par value | $ 3,522 | $ 3,522 | $ 3,522 | $ 3,522 | |||||||||
Additional paid-in-capital | 50,986,672 | 52,649,882 | 52,649,882 | 29,791,662 | |||||||||
Accumulated deficit | (11,984,420) | (17,577,455) | (17,577,455) | (32,102,193) | |||||||||
Total stockholders' equity | 39,007,835 | 35,078,010 | $ 35,078,010 | $ (2,305,566) | $ 300,000,000 | $ 30,308,513 | $ 2,004,435 | ||||||
Basic and diluted weighted average shares outstanding, common stock subject to redemption | 35,216,000 | 35,216,000 | |||||||||||
Basic and diluted net loss per common share | $ (0.16) | $ (0.26) | |||||||||||
Big Cypress Acquisition Corp [Member] | |||||||||||||
New Accounting Pronouncements or Change in Accounting Principle [Line Items] | |||||||||||||
Common stock subject to possible redemption | $ 116,150,000 | $ 116,150,000 | $ 116,150,000 | $ 116,150,000 | |||||||||
Common stock - $0.0001 par value | 288 | [1] | 330 | 330 | 330 | 330 | $ 330 | 330 | |||||
Additional paid-in-capital | 24,712 | ||||||||||||
Accumulated deficit | (8,996) | (9,293,659) | (8,962,830) | (6,760,669) | (8,962,830) | (9,293,659) | (10,018,499) | ||||||
Total stockholders' equity | $ 16,004 | $ (9,293,329) | $ (8,962,500) | $ (6,760,339) | $ (8,962,500) | $ (9,293,329) | $ (10,018,169) | ||||||
Number of shares subject to redemption | 11,500,000 | 11,500,000 | 11,500,000 | 11,500,000 | |||||||||
Basic and diluted weighted average shares outstanding, common stock subject to redemption | 2,500,000 | [2] | 14,792,200 | 14,792,000 | 13,070,827 | 13,936,269 | 14,224,714 | ||||||
Basic and diluted net loss per common share | $ 0 | $ (0.02) | $ (0.15) | $ 0.23 | $ 0.06 | $ 0.03 | |||||||
Previously Reported [Member] | Big Cypress Acquisition Corp [Member] | |||||||||||||
New Accounting Pronouncements or Change in Accounting Principle [Line Items] | |||||||||||||
Common stock subject to possible redemption | $ 102,187,499 | $ 104,389,656 | $ 102,187,499 | $ 101,131,827 | |||||||||
Common stock - $0.0001 par value | 467 | 445 | 467 | 479 | |||||||||
Additional paid-in-capital | 4,237,471 | 2,035,336 | 4,237,471 | 5,359,507 | |||||||||
Accumulated deficit | 762,063 | 2,964,224 | 762,063 | (359,892) | |||||||||
Total stockholders' equity | $ 5,000,002 | $ 5,000,005 | $ 5,000,002 | $ 5,000,004 | |||||||||
Number of shares subject to redemption | 10,117,574 | 10,335,609 | 10,117,574 | 10,013,052 | |||||||||
Basic and diluted weighted average shares outstanding, common stock subject to redemption | 4,443,103 | 3,532,050 | 4,162,957 | ||||||||||
Basic and diluted net loss per common share | $ (0.50) | $ 0.84 | $ 0.18 | ||||||||||
Revision of Prior Period, Adjustment [Member] | Big Cypress Acquisition Corp [Member] | |||||||||||||
New Accounting Pronouncements or Change in Accounting Principle [Line Items] | |||||||||||||
Common stock subject to possible redemption | $ 13,962,501 | $ 11,760,344 | $ 13,962,501 | $ 15,018,173 | |||||||||
Common stock - $0.0001 par value | (137) | (115) | (137) | (149) | |||||||||
Additional paid-in-capital | (4,237,471) | (2,035,336) | (4,237,471) | (5,359,507) | |||||||||
Accumulated deficit | (9,724,893) | (9,724,892) | (9,724,893) | (9,658,517) | |||||||||
Total stockholders' equity | $ (13,962,501) | $ (11,760,344) | $ (13,962,501) | $ (15,018,173) | |||||||||
Number of shares subject to redemption | 1,382,426 | 1,164,391 | 1,382,426 | 1,486,948 | |||||||||
Basic and diluted weighted average shares outstanding, common stock subject to redemption | 10,349,097 | 9,538,777 | 9,773,212 | ||||||||||
Basic and diluted net loss per common share | $ 0.35 | $ (0.61) | $ (0.12) | ||||||||||
[1] | Includes up to 343,125 31,875 ). As a result of the underwriter’s election to fully exercise their over-allotment option on January 14, 2021, the founder shares and representative shares are no longer subject to forfeiture (see Note 8). | ||||||||||||
[2] | Excludes up to 343,125 31,875 As a result of the underwriter’s election to fully exercise their over-allotment option on January 14, 2021, the founder shares and representative shares are no longer subject to forfeiture (see Note 8). |
Schedule of Restatement of Bala
Schedule of Restatement of Balance Sheet (Details) (Parenthetical) - $ / shares | Sep. 30, 2021 | Jun. 30, 2021 | Mar. 31, 2021 | Jan. 14, 2021 | Dec. 31, 2020 | Dec. 31, 2019 |
Common stock, par value | $ 0.0001 | $ 0.0001 | $ 0.0001 | |||
Big Cypress Acquisition Corp [Member] | ||||||
Common stock, par value | $ 0.0001 | $ 0.0001 | $ 0.0001 | $ 0.0001 | $ 0.0001 |
Restatement of Previously Iss_3
Restatement of Previously Issued Financial Statements (Details Narrative) - Big Cypress Acquisition Corp [Member] | 9 Months Ended |
Sep. 30, 2021USD ($)$ / shares | |
Common stock redemption value per share | $ / shares | $ 10.10 |
Tangible Asset Impairment Charges | $ | $ 5,000,001 |
Schedule of Common Stock Reflec
Schedule of Common Stock Reflected on the Balance Sheet (Details) - Big Cypress Acquisition Corp [Member] | 9 Months Ended |
Sep. 30, 2021USD ($)shares | |
Gross proceeds from IPO | $ 116,150,000 |
Proceeds allocated to Public Warrants | (6,775,220) |
Common stock issuance costs | (5,748,485) |
Accretion of carrying value to redemption value | $ 12,523,705 |
Common stock subject to possible redemption | shares | 116,150,000 |
Schedule of reconciliation comp
Schedule of reconciliation compute basic and diluted net income (loss) per share (Details) - USD ($) | 2 Months Ended | 3 Months Ended | 6 Months Ended | 9 Months Ended | 12 Months Ended | |||||
Dec. 31, 2020 | Sep. 30, 2021 | Jun. 30, 2021 | Mar. 31, 2021 | Jun. 30, 2021 | Sep. 30, 2021 | Sep. 30, 2020 | Dec. 31, 2020 | Dec. 31, 2019 | ||
Allocation of net income (loss) | $ (5,593,035) | $ 11,673,099 | $ 20,117,773 | $ (8,986,289) | ||||||
Weighted-average shares outstanding | 35,216,000 | 35,216,000 | ||||||||
Basic and diluted net income (loss) per share | $ (0.16) | $ (0.26) | ||||||||
Weighted-average common shares outstanding - basic | 35,216,000 | 35,216,000 | 35,216,000 | 35,216,000 | ||||||
Assumed conversion of preferred stock | 18,927,326 | 19,353,143 | ||||||||
Dilutive effect of equity awards | 4,353,350 | 3,482,471 | ||||||||
Weighted-average common shares outstanding - diluted | 35,216,000 | 58,496,676 | 58,051,614 | 35,216,000 | ||||||
Big Cypress Acquisition Corp [Member] | ||||||||||
Allocation of net income (loss) | $ (8,996) | $ (330,829) | $ (2,202,161) | $ 2,973,220 | $ 440,230 | |||||
Weighted-average shares outstanding | 2,500,000 | [1] | 14,792,200 | 14,792,000 | 13,070,827 | 13,936,269 | 14,224,714 | |||
Basic and diluted net income (loss) per share | $ 0 | $ (0.02) | $ (0.15) | $ 0.23 | $ 0.06 | $ 0.03 | ||||
[1] | Excludes up to 343,125 31,875 As a result of the underwriter’s election to fully exercise their over-allotment option on January 14, 2021, the founder shares and representative shares are no longer subject to forfeiture (see Note 8). |
Summary of Significant Accoun_4
Summary of Significant Accounting Policies (Details Narrative) | Jan. 14, 2021USD ($)shares | Dec. 31, 2020USD ($)shares | Sep. 30, 2021USD ($)shares | Sep. 30, 2020 | Dec. 31, 2020USD ($)Integer | Dec. 31, 2019USD ($) |
Product Information [Line Items] | ||||||
Impairment of long lived assets | $ 0 | $ 0 | ||||
Number of reporting segments | Integer | 1 | |||||
Allowance for doubtful accounts | $ 0 | $ 0 | $ 0 | |||
Grant Revenue [Member] | ||||||
Product Information [Line Items] | ||||||
Revenue | $ 3,400,000 | |||||
Contract Research Organizations [Member] | ||||||
Product Information [Line Items] | ||||||
Goods standing percentage | 90.00% | |||||
HVIVI Services [Member] | ||||||
Product Information [Line Items] | ||||||
Goods standing percentage | 35.00% | |||||
Government [Member] | ||||||
Product Information [Line Items] | ||||||
Revenue percentage | 100.00% | 92.00% | 96.00% | 85.00% | ||
Non Government [Member] | ||||||
Product Information [Line Items] | ||||||
Revenue percentage | 0.00% | 8.00% | 4.00% | 12.00% | ||
Warrant [Member] | ||||||
Product Information [Line Items] | ||||||
Warrant liability expense | $ 359,874 | |||||
IPO [Member] | ||||||
Product Information [Line Items] | ||||||
Warrant liability expense | $ 6,038,360 | $ 6,108,360 | ||||
Common stock sold subject to possible redemption shares | shares | 11,500,000 | |||||
Big Cypress Acquisition Corp [Member] | ||||||
Product Information [Line Items] | ||||||
Cash equivalents | 0 | $ 0 | $ 0 | |||
Unrecognized Tax Benefits, Income Tax Penalties Accrued | 0 | 0 | 0 | |||
Stock Issued | 116,150,000 | |||||
Cash FDIC amount | $ 250,000 | 250,000 | $ 250,000 | |||
Shares forfeited during the period | shares | 375,000 | |||||
Big Cypress Acquisition Corp [Member] | Private Placement [Member] | Warrant [Member] | ||||||
Product Information [Line Items] | ||||||
Stock Issued | $ 5,958,600 | |||||
Big Cypress Acquisition Corp [Member] | Over-Allotment Option [Member] | ||||||
Product Information [Line Items] | ||||||
Shares exercised during the period | shares | 375,000 |
Initial Public Offering (Detail
Initial Public Offering (Details Narrative) - $ / shares | Jan. 14, 2021 | Nov. 20, 2020 | Dec. 31, 2020 | Dec. 31, 2019 | Sep. 30, 2021 | Jan. 04, 2021 |
Common Stock [Member] | ||||||
Units issued during the period, shares | ||||||
Big Cypress Acquisition Corp [Member] | ||||||
Units issued during the period, shares | 2,156,250 | |||||
Unit issued price | $ 0.012 | $ 0.008 | ||||
Share Price | $ 9.41 | $ 10.08 | ||||
Sale of stock description | In addition, if (x) the Company issues additional shares of common stock or equity-linked securities for capital raising purposes in connection with the closing of its initial business combination at an issue price or effective issue price of less than $9.20 per share of common stock (with such issue price or effective issue price to be determined in good faith by the Company’s board of directors and, in the case of any such issuance to the Company’s sponsor or its affiliates, without taking into account any founder shares held by the Company’s sponsor or its affiliates, prior to such issuance) (the “Newly Issued Price”), (y) the aggregate gross proceeds from such issuances represent more than 60% of the total equity proceeds, and interest thereon, available for the funding of the initial business combination on the date of the consummation of the initial business combination (net of redemptions), and (z) the volume weighted average trading price of the Company’s common stock during the 20 trading day period starting on the trading day prior to the day on which the Company consummates the initial business combination (such price, the “Market Value”) is below $9.20 per share, the exercise price of the warrants will be adjusted (to the nearest cent) to be equal to 115% of the higher of the Market Value and the Newly Issued Price, and the $18.00 per share redemption trigger price described below under “Redemption of warrants” will be adjusted (to the nearest cent) to be equal to 180% of the higher of the Market Value and the Newly Issued Price | |||||
Warrant price | $ 0.01 | $ 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 30-trading day period ending three business days before the Company send the notice of redemption to the warrant holders. | |||||
Big Cypress Acquisition Corp [Member] | Common Stock [Member] | ||||||
Unit issued price | $ 11.50 | $ 12.50 | ||||
IPO [Member] | Big Cypress Acquisition Corp [Member] | ||||||
Units issued during the period, shares | 11,500,000 | |||||
Unit issued price | $ 10 | |||||
Sale of stock description | Each Unit consists of one share of common stock, and one-half redeemable warrant to purchase one share of common stock at a price of $11.50 per whole share. | |||||
Over-Allotment Option [Member] | Big Cypress Acquisition Corp [Member] | ||||||
Units issued during the period, shares | 1,500,000 | |||||
Unit issued price | $ 10.10 | |||||
Share Price | $ 10 |
Private Placement (Details Narr
Private Placement (Details Narrative) - USD ($) | Jan. 14, 2021 | Dec. 31, 2020 | Sep. 30, 2021 | Jan. 04, 2021 | Nov. 20, 2020 |
Big Cypress Acquisition Corp [Member] | |||||
Unit issued price | $ 0.008 | $ 0.012 | |||
Sponsor [Member] | Closing of the IPO [Member] | |||||
Unit issued price | $ 10 | ||||
Sponsor [Member] | Closing of the IPO [Member] | Big Cypress Acquisition Corp [Member] | |||||
Sale of units | 417,200 | 417,200 | 417,200 | ||
Unit issued price | $ 10 | $ 10 | |||
Proceeds from sale of units | $ 4,172,000 | $ 4,172,000 | $ 4,172,000 |
Related Party Transactions (Det
Related Party Transactions (Details Narrative) - USD ($) | Dec. 07, 2021 | Jan. 14, 2021 | Jan. 14, 2021 | Jan. 04, 2021 | Jan. 03, 2021 | Dec. 07, 2020 | Nov. 20, 2020 | Nov. 19, 2020 | Nov. 19, 2020 | Nov. 13, 2020 | Mar. 31, 2019 | Dec. 31, 2020 | Sep. 30, 2021 | Jul. 31, 2018 | Sep. 30, 2021 | Sep. 30, 2020 | Dec. 31, 2020 | Dec. 31, 2019 | Dec. 31, 2018 | Jun. 21, 2021 | Dec. 31, 2017 | Dec. 31, 2016 | Feb. 24, 2016 |
Related Party Transaction [Line Items] | |||||||||||||||||||||||
Stock issued during the period | $ 9,900,205 | $ 9,900,206 | $ 4,304,900 | ||||||||||||||||||||
Common stock, shares outstanding | 35,216,000 | 35,216,000 | 35,216,000 | 35,216,000 | 35,216,000 | ||||||||||||||||||
Debt instrument convertible conversion price per share | $ 10.10 | $ 10.10 | $ 10.10 | ||||||||||||||||||||
Corporation payment | $ 710,768 | $ 49,156 | $ 49,156 | $ 710,768 | $ 9,203 | ||||||||||||||||||
Consulting fees | 25,000 | 33,527 | |||||||||||||||||||||
Due from related party | $ 6,250 | 6,250 | 6,250 | ||||||||||||||||||||
Purchases from related party | 20,000 | 40,000 | |||||||||||||||||||||
Lease payments | $ 5,956 | $ 807 | 836,000 | 338,000 | 564,000 | 327,000 | $ 33,458 | ||||||||||||||||
Expenses from transactions with related party | 42,500 | ||||||||||||||||||||||
Consulting expenses | 0 | ||||||||||||||||||||||
Line of credit | $ 350,000 | $ 2,500,000 | |||||||||||||||||||||
Network Plus LLC [Member] | |||||||||||||||||||||||
Related Party Transaction [Line Items] | |||||||||||||||||||||||
Corporation payment | 19,000 | ||||||||||||||||||||||
Dakota Ag Properties [Member] | |||||||||||||||||||||||
Related Party Transaction [Line Items] | |||||||||||||||||||||||
Corporation lease payment | 301,000 | 301,000 | |||||||||||||||||||||
Sanford Health [Member] | |||||||||||||||||||||||
Related Party Transaction [Line Items] | |||||||||||||||||||||||
Corporation lease payment | 589,000 | 435,000 | |||||||||||||||||||||
Christine Hamilton [Member] | |||||||||||||||||||||||
Related Party Transaction [Line Items] | |||||||||||||||||||||||
Corporation payments | 19,000 | 19,000 | |||||||||||||||||||||
Christiansen Land and Cattle Ltd [Member] | |||||||||||||||||||||||
Related Party Transaction [Line Items] | |||||||||||||||||||||||
Corporation payments | $ 1,400,000 | ||||||||||||||||||||||
Working Capital Loan [Member] | |||||||||||||||||||||||
Related Party Transaction [Line Items] | |||||||||||||||||||||||
Proceeds from issuance of promissory note to related party | $ 1,500,000 | ||||||||||||||||||||||
Working Capital Loan [Member] | Officer And Directors [Member] | |||||||||||||||||||||||
Related Party Transaction [Line Items] | |||||||||||||||||||||||
Debt conversion description | Up to $1,500,000 of such Working Capital Loans may be convertible into units at a price of $10.00 per unit at the option of the lender, upon consummation of the Company’s Initial Business Combination. The units would be identical to the Placement Units. At September 30, 2021, no Working Capital Loans were outstanding. | ||||||||||||||||||||||
IPO [Member] | Promissory Note [Member] | |||||||||||||||||||||||
Related Party Transaction [Line Items] | |||||||||||||||||||||||
Proceeds from issuance of promissory note to related party | $ 150,000 | ||||||||||||||||||||||
Big Cypress Acquisition Corp [Member] | |||||||||||||||||||||||
Related Party Transaction [Line Items] | |||||||||||||||||||||||
Units issued during the period, shares | 2,156,250 | ||||||||||||||||||||||
Stock issued during the period | $ 25,000 | ||||||||||||||||||||||
Shares issued price per share | $ 0.008 | $ 0.012 | |||||||||||||||||||||
Shares forfeited during the period | 375,000 | ||||||||||||||||||||||
Common stock, shares outstanding | 2,875,000 | 3,292,200 | 3,292,200 | 2,875,000 | |||||||||||||||||||
Shares exercised during the period | 375,000 | ||||||||||||||||||||||
Agreement description | In order to protect the amounts held in the Trust Account, the Sponsor has agreed that it will be liable to the Company if and to the extent any claims by a third party for services rendered or products sold to the Company, or a prospective target business with which the Company has entered into a written letter of intent, confidentiality or similar agreement or business combination agreement, reduce the amount of funds in the trust account to below the lesser of (i) $10.10 per public share and (ii) the actual amount per public share held in the trust account as of the date of the liquidation of the trust account, if less than $10.10 per share due to reductions in the value of the trust assets, less taxes payable, provided that such liability will not apply to any claims by a third party or prospective target business who executed a waiver of any and all rights to the monies held in the trust account (whether or not such waiver is enforceable) nor will it apply to any claims under the Company’s indemnity of the underwriters of this offering against certain liabilities, including liabilities under the Securities Act. However, the Company has not asked its Sponsor to reserve for such indemnification obligations, nor has the Company independently verified whether its Sponsor has sufficient funds to satisfy its indemnity obligations and believe that the Company’s Sponsor’s only assets are securities of the Company. Therefore, the Company cannot assure that its Sponsor would be able to satisfy those obligations. | The Company’s initial stockholder has agreed not to transfer, assign or sell 50% of its founder shares until the earlier to occur of (A) six months after the completion of the Company’s initial business combination or (B) the date the last sale price of the Company’s common stock equals or exceeds $12.50 per share (as adjusted for stock splits, stock dividends, reorganizations, recapitalizations and the like) for any 20 trading days within any 30-trading day period commencing after the Company’s initial business combination, and not to transfer, assign or sell the remaining 50% of the founder shares until six months after the completion of the Company’s initial business combination, or earlier, if, in either case, subsequent to the Company’s initial business combination, the date on which the Company completes a liquidation, merger, capital stock exchange or other similar transaction that results in all of its stockholders having the right to exchange their shares of common stock for cash, securities or other property. Any permitted transferees will be subject to the same restrictions and other agreements of the Company’s initial stockholders with respect to any founder shares. | The Company’s initial stockholder has agreed not to transfer, assign or sell 50% of its founder shares until the earlier to occur of (A) six months after the completion of the Company’s initial business combination or (B) the date the last sale price of the Company’s common stock equals or exceeds $12.50 per share (as adjusted for stock splits, stock dividends, reorganizations, recapitalizations and the like) for any 20 trading days within any 30-trading day period commencing after the Company’s initial business combination, and not to transfer, assign or sell the remaining 50% of the founder shares until six months after the completion of the Company’s initial business combination, or earlier, if, in either case, subsequent to the Company’s initial business combination, the date on which the Company completes a liquidation, merger, capital stock exchange or other similar transaction that results in all of its stockholders having the right to exchange their shares of common stock for cash, securities or other property. Any permitted transferees will be subject to the same restrictions and other agreements of the Company’s initial stockholders with respect to any founder shares. | ||||||||||||||||||||
Proceeds from issuance of promissory note to related party | $ 150,000 | $ 150,000 | |||||||||||||||||||||
Debt conversion description | Up to $1,500,000 of such Working Capital Loans may be convertible into units at a price of $10.00 per unit at the option of the lender, upon consummation of the Company’s Initial Business Combination. | ||||||||||||||||||||||
Service fee expense | $ 7,742 | $ 30,000 | $ 90,000 | ||||||||||||||||||||
Big Cypress Acquisition Corp [Member] | Working Capital Loan [Member] | Officer And Directors [Member] | |||||||||||||||||||||||
Related Party Transaction [Line Items] | |||||||||||||||||||||||
Debt instrument convertible conversion price per share | $ 10 | $ 10 | |||||||||||||||||||||
Big Cypress Acquisition Corp [Member] | Over-Allotment Option [Member] | |||||||||||||||||||||||
Related Party Transaction [Line Items] | |||||||||||||||||||||||
Units issued during the period, shares | 1,500,000 | ||||||||||||||||||||||
Shares issued price per share | $ 10.10 | $ 10.10 | |||||||||||||||||||||
Big Cypress Acquisition Corp [Member] | IPO [Member] | |||||||||||||||||||||||
Related Party Transaction [Line Items] | |||||||||||||||||||||||
Units issued during the period, shares | 11,500,000 | ||||||||||||||||||||||
Shares issued price per share | $ 10 | $ 10 | |||||||||||||||||||||
Agreement description | The Company will have 15 months (or up to 21 months) from the closing of the IPO on January 14, 2021 to consummate a Business Combination (the “Combination Period”). However, if the Company is unable to complete a Business Combination within the Combination Period, the Company will redeem 100% of the outstanding public shares for a pro rata portion of the funds held in the trust account, equal to the aggregate amount then on deposit in the trust account including interest earned on the funds held in the trust account and not previously released to the Company to pay its franchise and income taxes, divided by the number of then outstanding public shares, subject to applicable law and as further described in registration statement, and then seek to dissolve and liquidate. | ||||||||||||||||||||||
Founder Shares [Member] | Big Cypress Acquisition Corp [Member] | |||||||||||||||||||||||
Related Party Transaction [Line Items] | |||||||||||||||||||||||
Shares forfeited during the period | 375,000 | ||||||||||||||||||||||
Common stock, shares outstanding | 2,875,000 | ||||||||||||||||||||||
Founder Shares [Member] | Big Cypress Acquisition Corp [Member] | Over-Allotment Option [Member] | |||||||||||||||||||||||
Related Party Transaction [Line Items] | |||||||||||||||||||||||
Shares exercised during the period | 375,000 | ||||||||||||||||||||||
Sponsor [Member] | |||||||||||||||||||||||
Related Party Transaction [Line Items] | |||||||||||||||||||||||
Monthly fee | 10,000 | $ 10,000 | |||||||||||||||||||||
Sponsor [Member] | Big Cypress Acquisition Corp [Member] | |||||||||||||||||||||||
Related Party Transaction [Line Items] | |||||||||||||||||||||||
Shares forfeited during the period | 343,125 | ||||||||||||||||||||||
Common stock, shares outstanding | 2,630,625 | ||||||||||||||||||||||
Debt instrument maturity date | This loan is non-interest bearing and payable on the earlier of March 31, 2021 or the completion of the IPO. | This loan was non-interest bearing and payable on the earlier of March 31, 2021 or the completion of the IPO. As of December 31, 2020, the Company had drawn down $150,000 under the promissory note. On January 14, 2021, the Company paid the $150,000 balance on the note from the proceeds of the IPO | |||||||||||||||||||||
Sponsor [Member] | Big Cypress Acquisition Corp [Member] | Maximum [Member] | |||||||||||||||||||||||
Related Party Transaction [Line Items] | |||||||||||||||||||||||
Unsecured promissory note | $ 250,000 | $ 250,000 | |||||||||||||||||||||
Sponsor [Member] | Founder Shares [Member] | Big Cypress Acquisition Corp [Member] | |||||||||||||||||||||||
Related Party Transaction [Line Items] | |||||||||||||||||||||||
Units issued during the period, shares | 2,156,250 | ||||||||||||||||||||||
Stock issued during the period | $ 25,000 | ||||||||||||||||||||||
Shares issued price per share | $ 0.012 | ||||||||||||||||||||||
Shares forfeited during the period | 161,719 | 28,750 | 161,719 | ||||||||||||||||||||
Shares owned | 2,630,625 | ||||||||||||||||||||||
Agreement description | The Sponsor has agreed not to transfer, assign or sell 50% of its founder shares until the earlier to occur of (A) six months after the completion of the Company’s initial business combination or (B) the date the last sale price of the Company’s common stock equals or exceeds $12.50 per share (as adjusted for stock splits, stock dividends, reorganizations, recapitalizations and the like) for any 20 trading days within any 30-trading day period commencing after the Company’s initial business combination, and the remaining 50% of the founder shares until six months after the completion of the Company’s initial business combination, or earlier, if, in either case, subsequent to the Company’s initial business combination, the date on which the Company completes a liquidation, merger, capital stock exchange or other similar transaction that results in all of its stockholders having the right to exchange their shares of common stock for cash, securities or other property. | ||||||||||||||||||||||
Ladenburg and Certain Employees [Member] | Big Cypress Acquisition Corp [Member] | |||||||||||||||||||||||
Related Party Transaction [Line Items] | |||||||||||||||||||||||
Shares forfeited during the period | 31,875 | ||||||||||||||||||||||
Ladenburg and Certain Employees [Member] | Representative Shares [Member] | Big Cypress Acquisition Corp [Member] | |||||||||||||||||||||||
Related Party Transaction [Line Items] | |||||||||||||||||||||||
Units issued during the period, shares | 161,719 | 28,750 | 161,719 | ||||||||||||||||||||
Stock issued during the period | $ 1,875 | $ 230 | $ 1,875 | ||||||||||||||||||||
Shares issued price per share | $ 0.012 | $ 0.008 | $ 0.012 | ||||||||||||||||||||
Shares forfeited during the period | 28,750 | 31,875 | |||||||||||||||||||||
Common stock, shares outstanding | 244,375 | ||||||||||||||||||||||
Shares exercised during the period | 28,750 | 31,875 | |||||||||||||||||||||
Shares owned | 244,375 | ||||||||||||||||||||||
Sanford Health Corporation [Member] | |||||||||||||||||||||||
Related Party Transaction [Line Items] | |||||||||||||||||||||||
Due from related party | $ 10,000 | $ 10,000 | 0 | ||||||||||||||||||||
Lease payments | $ 152,000 | $ 190,000 | |||||||||||||||||||||
Christiansen Land and Cattle Ltd [Member] | Revolving Credit Facility [Member] | |||||||||||||||||||||||
Related Party Transaction [Line Items] | |||||||||||||||||||||||
Line of credit | $ 3,000,000 |
Commitments and Contingencies (
Commitments and Contingencies (Details Narrative) - USD ($) | Jan. 14, 2021 | Nov. 20, 2020 | Sep. 30, 2021 | Apr. 30, 2021 |
Commitments [Member] | ||||
Subsidiary, Sale of Stock [Line Items] | ||||
Commitments | $ 4,500,000 | |||
Big Cypress Acquisition Corp [Member] | ||||
Subsidiary, Sale of Stock [Line Items] | ||||
Units issued during the period, shares | 2,156,250 | |||
Gross proceeds from IPO | $ 116,150,000 | |||
IPO [Member] | Big Cypress Acquisition Corp [Member] | ||||
Subsidiary, Sale of Stock [Line Items] | ||||
Units issued during the period, shares | 11,500,000 | |||
Gross proceeds from IPO | $ 115,000,000 | |||
IPO [Member] | Underwriters [Member] | Big Cypress Acquisition Corp [Member] | ||||
Subsidiary, Sale of Stock [Line Items] | ||||
Units issued during the period, shares | 1,500,000 | |||
Cash underwriting fee, percentage | 1.33% | |||
Gross proceeds from IPO | $ 1,529,500 | |||
Underwriting fee percentage | 3.67% | |||
Proceeds from deferred underwriting | $ 4,220,500 | |||
Over-Allotment Option [Member] | Underwriting Agreement [Member] | ||||
Subsidiary, Sale of Stock [Line Items] | ||||
Units issued during the period, shares | 1,500,000 | |||
Over-Allotment Option [Member] | Big Cypress Acquisition Corp [Member] | ||||
Subsidiary, Sale of Stock [Line Items] | ||||
Units issued during the period, shares | 1,500,000 | |||
Gross proceeds from IPO | $ 115,000,000 | |||
Over-Allotment Option [Member] | Big Cypress Acquisition Corp [Member] | Underwriting Agreement [Member] | ||||
Subsidiary, Sale of Stock [Line Items] | ||||
Units issued during the period, shares | 1,500,000 |
Stockholders_ Equity (Details N
Stockholders’ Equity (Details Narrative) - USD ($) | Dec. 07, 2021 | Jan. 14, 2021 | Jan. 04, 2021 | Jan. 03, 2021 | Dec. 07, 2020 | Nov. 20, 2020 | Nov. 13, 2020 | Dec. 31, 2020 | Sep. 30, 2021 | Sep. 30, 2020 | Dec. 31, 2020 | Dec. 31, 2019 | Jun. 30, 2021 | Mar. 31, 2021 | Sep. 30, 2019 | Aug. 31, 2019 |
Subsidiary or Equity Method Investee [Line Items] | ||||||||||||||||
Preferred stock, shares authorized | 50,000,000 | |||||||||||||||
Preferred stock, shares issued | 0 | 0 | 0 | |||||||||||||
Preferred stock, shares outstanding | 0 | 0 | 0 | 8,000,000 | ||||||||||||
Common stock, par value | $ 0.0001 | $ 0.0001 | $ 0.0001 | $ 0.0001 | ||||||||||||
Common stock, shares issued | 35,216,000 | 35,216,000 | 35,216,000 | 35,216,000 | ||||||||||||
Common stock, shares outstanding | 35,216,000 | 35,216,000 | 35,216,000 | 35,216,000 | ||||||||||||
Stock issued during the period | $ 9,900,205 | $ 9,900,206 | $ 4,304,900 | |||||||||||||
Common Stock [Member] | ||||||||||||||||
Subsidiary or Equity Method Investee [Line Items] | ||||||||||||||||
Units issued during the period, shares | ||||||||||||||||
Stock issued during the period | ||||||||||||||||
Big Cypress Acquisition Corp [Member] | ||||||||||||||||
Subsidiary or Equity Method Investee [Line Items] | ||||||||||||||||
Preferred stock, shares authorized | 1,000,000 | 1,000,000 | 1,000,000 | |||||||||||||
Preferred stock, par value | $ 0.0001 | $ 0.0001 | $ 0.0001 | |||||||||||||
Preferred stock, shares issued | 0 | 0 | 0 | |||||||||||||
Preferred stock, shares outstanding | 0 | 0 | 0 | |||||||||||||
Common stock, shares authorized | 50,000,000 | 50,000,000 | 50,000,000 | |||||||||||||
Common stock, par value | $ 0.0001 | $ 0.0001 | $ 0.0001 | $ 0.0001 | $ 0.0001 | $ 0.0001 | ||||||||||
Common stock, shares issued | 2,875,000 | 3,292,200 | 2,875,000 | |||||||||||||
Common stock, shares outstanding | 2,875,000 | 3,292,200 | 2,875,000 | |||||||||||||
Common stock shares redemption | 11,500,000 | 0 | ||||||||||||||
Agreement description | In order to protect the amounts held in the Trust Account, the Sponsor has agreed that it will be liable to the Company if and to the extent any claims by a third party for services rendered or products sold to the Company, or a prospective target business with which the Company has entered into a written letter of intent, confidentiality or similar agreement or business combination agreement, reduce the amount of funds in the trust account to below the lesser of (i) $10.10 per public share and (ii) the actual amount per public share held in the trust account as of the date of the liquidation of the trust account, if less than $10.10 per share due to reductions in the value of the trust assets, less taxes payable, provided that such liability will not apply to any claims by a third party or prospective target business who executed a waiver of any and all rights to the monies held in the trust account (whether or not such waiver is enforceable) nor will it apply to any claims under the Company’s indemnity of the underwriters of this offering against certain liabilities, including liabilities under the Securities Act. However, the Company has not asked its Sponsor to reserve for such indemnification obligations, nor has the Company independently verified whether its Sponsor has sufficient funds to satisfy its indemnity obligations and believe that the Company’s Sponsor’s only assets are securities of the Company. Therefore, the Company cannot assure that its Sponsor would be able to satisfy those obligations. | The Company’s initial stockholder has agreed not to transfer, assign or sell 50% of its founder shares until the earlier to occur of (A) six months after the completion of the Company’s initial business combination or (B) the date the last sale price of the Company’s common stock equals or exceeds $12.50 per share (as adjusted for stock splits, stock dividends, reorganizations, recapitalizations and the like) for any 20 trading days within any 30-trading day period commencing after the Company’s initial business combination, and not to transfer, assign or sell the remaining 50% of the founder shares until six months after the completion of the Company’s initial business combination, or earlier, if, in either case, subsequent to the Company’s initial business combination, the date on which the Company completes a liquidation, merger, capital stock exchange or other similar transaction that results in all of its stockholders having the right to exchange their shares of common stock for cash, securities or other property. Any permitted transferees will be subject to the same restrictions and other agreements of the Company’s initial stockholders with respect to any founder shares. | The Company’s initial stockholder has agreed not to transfer, assign or sell 50% of its founder shares until the earlier to occur of (A) six months after the completion of the Company’s initial business combination or (B) the date the last sale price of the Company’s common stock equals or exceeds $12.50 per share (as adjusted for stock splits, stock dividends, reorganizations, recapitalizations and the like) for any 20 trading days within any 30-trading day period commencing after the Company’s initial business combination, and not to transfer, assign or sell the remaining 50% of the founder shares until six months after the completion of the Company’s initial business combination, or earlier, if, in either case, subsequent to the Company’s initial business combination, the date on which the Company completes a liquidation, merger, capital stock exchange or other similar transaction that results in all of its stockholders having the right to exchange their shares of common stock for cash, securities or other property. Any permitted transferees will be subject to the same restrictions and other agreements of the Company’s initial stockholders with respect to any founder shares. | |||||||||||||
Shares issued price per share | $ 0.008 | $ 0.012 | ||||||||||||||
Units issued during the period, shares | 2,156,250 | |||||||||||||||
Stock issued during the period | $ 25,000 | |||||||||||||||
Shares forfeited during the period | 375,000 | |||||||||||||||
Shares exercised during the period | 375,000 | |||||||||||||||
Class of Warrant or Right, Exercise Price of Warrants or Rights | $ 0.01 | $ 0.01 | $ 0.01 | |||||||||||||
Big Cypress Acquisition Corp [Member] | Warrant [Member] | ||||||||||||||||
Subsidiary or Equity Method Investee [Line Items] | ||||||||||||||||
Agreement description | In addition, if (x) the Company issues additional shares of common stock or equity-linked securities for capital raising purposes in connection with the closing of its initial business combination at an issue price or effective issue price of less than $9.20 per share of common stock (with such issue price or effective issue price to be determined in good faith by the Company’s board of directors and, in the case of any such issuance to the Company’s Sponsor or its affiliates, without taking into account any founder shares held by the Company’s Sponsor or its affiliates, prior to such issuance) (the “Newly Issued Price”), (y) the aggregate gross proceeds from such issuances represent more than 60% of the total equity proceeds, and interest thereon, available for the funding of the initial business combination on the date of the consummation of the initial business combination (net of redemptions), and (z) the volume weighted average trading price of the Company’s common stock during the 20 trading day period starting on the trading day prior to the day on which the Company consummates the initial business combination (such price, the “Market Value”) is below $9.20 per share, the exercise price of the warrants will be adjusted (to the nearest cent) to be equal to 115% of the higher of the Market Value and the Newly Issued Price, and the $18.00 per share redemption trigger price described below under “Redemption of warrants” will be adjusted (to the nearest cent) to be equal to 180% of the higher of the Market Value and the Newly Issued Price. | |||||||||||||||
Big Cypress Acquisition Corp [Member] | Sponsor [Member] | ||||||||||||||||
Subsidiary or Equity Method Investee [Line Items] | ||||||||||||||||
Common stock, shares outstanding | 2,630,625 | |||||||||||||||
Shares forfeited during the period | 343,125 | |||||||||||||||
Big Cypress Acquisition Corp [Member] | Ladenburg and Certain Employees [Member] | ||||||||||||||||
Subsidiary or Equity Method Investee [Line Items] | ||||||||||||||||
Shares forfeited during the period | 31,875 | |||||||||||||||
Big Cypress Acquisition Corp [Member] | Common Stock [Member] | ||||||||||||||||
Subsidiary or Equity Method Investee [Line Items] | ||||||||||||||||
Shares issued price per share | $ 11.50 | $ 12.50 | ||||||||||||||
Big Cypress Acquisition Corp [Member] | Founder Shares [Member] | ||||||||||||||||
Subsidiary or Equity Method Investee [Line Items] | ||||||||||||||||
Common stock, shares outstanding | 2,875,000 | |||||||||||||||
Shares forfeited during the period | 375,000 | |||||||||||||||
Big Cypress Acquisition Corp [Member] | Founder Shares [Member] | Sponsor [Member] | ||||||||||||||||
Subsidiary or Equity Method Investee [Line Items] | ||||||||||||||||
Agreement description | The Sponsor has agreed not to transfer, assign or sell 50% of its founder shares until the earlier to occur of (A) six months after the completion of the Company’s initial business combination or (B) the date the last sale price of the Company’s common stock equals or exceeds $12.50 per share (as adjusted for stock splits, stock dividends, reorganizations, recapitalizations and the like) for any 20 trading days within any 30-trading day period commencing after the Company’s initial business combination, and the remaining 50% of the founder shares until six months after the completion of the Company’s initial business combination, or earlier, if, in either case, subsequent to the Company’s initial business combination, the date on which the Company completes a liquidation, merger, capital stock exchange or other similar transaction that results in all of its stockholders having the right to exchange their shares of common stock for cash, securities or other property. | |||||||||||||||
Shares issued price per share | $ 0.012 | |||||||||||||||
Units issued during the period, shares | 2,156,250 | |||||||||||||||
Stock issued during the period | $ 25,000 | |||||||||||||||
Shares forfeited during the period | 161,719 | 28,750 | 161,719 | |||||||||||||
Big Cypress Acquisition Corp [Member] | Founder Shares [Member] | Sponsor [Member] | ||||||||||||||||
Subsidiary or Equity Method Investee [Line Items] | ||||||||||||||||
Shares forfeited during the period | 161,719 | |||||||||||||||
Big Cypress Acquisition Corp [Member] | Representative Shares [Member] | Ladenburg and Certain Employees [Member] | ||||||||||||||||
Subsidiary or Equity Method Investee [Line Items] | ||||||||||||||||
Common stock, shares outstanding | 244,375 | |||||||||||||||
Shares issued price per share | $ 0.012 | $ 0.008 | $ 0.012 | |||||||||||||
Units issued during the period, shares | 161,719 | 28,750 | 161,719 | |||||||||||||
Stock issued during the period | $ 1,875 | $ 230 | $ 1,875 | |||||||||||||
Shares forfeited during the period | 28,750 | 31,875 | ||||||||||||||
Shares exercised during the period | 28,750 | 31,875 | ||||||||||||||
Big Cypress Acquisition Corp [Member] | Representative Shares [Member] | Ladenburg and Certain Employees [Member] | ||||||||||||||||
Subsidiary or Equity Method Investee [Line Items] | ||||||||||||||||
Shares issued price per share | $ 0.012 | |||||||||||||||
Units issued during the period, shares | 161,719 | |||||||||||||||
Stock issued during the period | $ 1,875 |
Schedule of Fair Value, Assets
Schedule of Fair Value, Assets and Liabilities Measured on Recurring Basis (Details) - Big Cypress Acquisition Corp [Member] - USD ($) | Sep. 30, 2021 | Dec. 31, 2020 |
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
U.S. Money Market held in Trust Account | $ 116,158,244 | |
Public Warrants Liability | 5,290,000 | |
Private Placement Warrants Liability | 239,312 | |
Fair value of liabilities | 5,529,312 | |
Fair Value, Inputs, Level 1 [Member] | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
U.S. Money Market held in Trust Account | 116,158,244 | |
Public Warrants Liability | 5,290,000 | |
Private Placement Warrants Liability | ||
Fair value of liabilities | 5,290,000 | |
Fair Value, Inputs, Level 2 [Member] | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
U.S. Money Market held in Trust Account | ||
Public Warrants Liability | ||
Private Placement Warrants Liability | ||
Fair value of liabilities | ||
Fair Value, Inputs, Level 3 [Member] | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
U.S. Money Market held in Trust Account | ||
Public Warrants Liability | ||
Private Placement Warrants Liability | 239,312 | |
Fair value of liabilities | $ 239,312 |
Schedule of Change in Fair Valu
Schedule of Change in Fair Value Liabilities (Details) - Fair Value, Inputs, Level 3 [Member] - Big Cypress Acquisition Corp [Member] | 9 Months Ended |
Sep. 30, 2021USD ($) | |
Private Placement Warrants [Member] | |
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | |
Fair Value Beginning | |
Initial Measurement | 249,963 |
Change in valuation | (10,651) |
Transferred to Level 1 | |
Fair value of liabilities | 239,312 |
Public Warrants [Member] | |
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | |
Fair Value Beginning | |
Initial Measurement | 6,775,220 |
Change in valuation | (1,485,220) |
Transferred to Level 1 | (5,290,000) |
Fair value of liabilities | |
Warrants Liabilities [Member] | |
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | |
Fair Value Beginning | |
Initial Measurement | 7,025,183 |
Change in valuation | (1,495,871) |
Transferred to Level 1 | (5,290,000) |
Fair value of liabilities | $ 239,312 |
Schedule of Key Inputs into Mon
Schedule of Key Inputs into Monte Carlo Simulation (Details) - $ / shares | Jan. 14, 2021 | Sep. 30, 2021 | Sep. 30, 2020 | Sep. 30, 2019 | Dec. 31, 2020 | Dec. 31, 2019 |
Risk-free interest rate | 0.14% | 0.13% | 0.13% | 1.58% | ||
Expected term remaining (years) | 2 years 4 months 2 days | 6 years 3 months | 6 years 3 months | |||
Expected volatility | 99.70% | 106.10% | 106.10% | 102.90% | ||
Big Cypress Acquisition Corp [Member] | ||||||
Risk-free interest rate | 0.60% | 1.00% | ||||
Expected term remaining (years) | 5 years 8 months 1 day | 5 years 1 month 20 days | ||||
Expected volatility | 24.20% | 18.70% | ||||
Stock price | $ 9.41 | $ 10.08 |
Subsequent Events (Details Narr
Subsequent Events (Details Narrative) - USD ($) | Dec. 07, 2021 | Oct. 22, 2021 | Jun. 21, 2021 | Jan. 14, 2021 | Jan. 14, 2021 | Jan. 04, 2021 | Jan. 03, 2021 | Dec. 07, 2020 | Nov. 20, 2020 | Nov. 13, 2020 | Dec. 31, 2020 | Sep. 30, 2021 | Sep. 30, 2020 | Dec. 31, 2020 | Dec. 31, 2019 | Jun. 30, 2021 | Apr. 30, 2021 | Mar. 31, 2021 | Nov. 11, 2020 | Dec. 31, 2018 | |
Subsequent Event [Line Items] | |||||||||||||||||||||
Common stock par value | $ 0.0001 | $ 0.0001 | $ 0.0001 | $ 0.0001 | |||||||||||||||||
Equity value | $ 300,000,000 | $ 39,007,835 | $ 35,078,010 | $ 30,308,513 | $ 39,007,835 | $ (2,305,566) | $ 2,004,435 | ||||||||||||||
Corporation equity value | $ 10.10 | $ 10.10 | |||||||||||||||||||
Business combination agreement | (i) each share of the Corporation’s Common Stock and the Corporation’s Preferred Stock outstanding as of immediately prior to the Effective Time was exchanged for shares of common stock, par value $0.0001 per share, of New SAB based on the agreed upon Corporation’s equity value of $300 million (the “Equity Value”) and a conversion rate of $10.10; (ii) each outstanding vested and unvested option to purchase shares of the Corporation’s Common Stock was exchanged for a comparable option to purchase New SAB Common Stock, based on the Equity Value and a conversion rate of $10.10; and (iii) holders of vested options to purchase shares of the Corporation’s common stock received, in the aggregate, 1,507,124 restricted stock units (the “Earnout RSUs”) related to shares of New SAB Common Stock | ||||||||||||||||||||
Agreed corporation equity value | $ 300,000,000 | ||||||||||||||||||||
Common stock equity value | $ 10.10 | ||||||||||||||||||||
Common stock, shares outstanding | 35,216,000 | 35,216,000 | 35,216,000 | 35,216,000 | |||||||||||||||||
Stock issued during the period | 9,900,205 | $ 9,900,206 | $ 4,304,900 | ||||||||||||||||||
Commitments [Member] | |||||||||||||||||||||
Subsequent Event [Line Items] | |||||||||||||||||||||
Commitments | $ 4,500,000 | ||||||||||||||||||||
Restricted Stock Units (RSUs) [Member] | |||||||||||||||||||||
Subsequent Event [Line Items] | |||||||||||||||||||||
Total earnout shares | 12,000,000 | ||||||||||||||||||||
Vested option purchased | 1,507,124 | ||||||||||||||||||||
IPO [Member] | |||||||||||||||||||||
Subsequent Event [Line Items] | |||||||||||||||||||||
Transaction costs | $ 6,038,360 | $ 6,108,360 | |||||||||||||||||||
Sponsor [Member] | Closing of the IPO [Member] | |||||||||||||||||||||
Subsequent Event [Line Items] | |||||||||||||||||||||
Shares issued price per share | $ 10 | ||||||||||||||||||||
Common Stock [Member] | |||||||||||||||||||||
Subsequent Event [Line Items] | |||||||||||||||||||||
Equity value | $ 3,522 | $ 3,522 | 3,522 | $ 3,522 | $ 3,522 | $ 3,522 | |||||||||||||||
Aggregate of restricted stock units, shares | 12,000,000 | ||||||||||||||||||||
Vested option purchased | |||||||||||||||||||||
Stock issued during the period | |||||||||||||||||||||
Big Cypress Acquisition Corp [Member] | |||||||||||||||||||||
Subsequent Event [Line Items] | |||||||||||||||||||||
Common stock par value | $ 0.0001 | $ 0.0001 | $ 0.0001 | $ 0.0001 | $ 0.0001 | $ 0.0001 | $ 0.0001 | ||||||||||||||
Equity value | $ (10,018,169) | $ (10,018,169) | $ 16,004 | $ (9,293,329) | $ 16,004 | $ (8,962,500) | $ (6,760,339) | ||||||||||||||
Common stock, shares outstanding | 2,875,000 | 3,292,200 | 2,875,000 | ||||||||||||||||||
Shares forfeited during the period | 375,000 | ||||||||||||||||||||
Vested option purchased | 2,156,250 | ||||||||||||||||||||
Shares issued price per share | $ 0.008 | $ 0.012 | |||||||||||||||||||
Stock issued during the period | $ 25,000 | ||||||||||||||||||||
Shares exercised during the period | 375,000 | ||||||||||||||||||||
Proceeds from IPO | $ 116,150,000 | ||||||||||||||||||||
Proceeds from issuance of promissory note to related party | $ 150,000 | $ 150,000 | |||||||||||||||||||
Big Cypress Acquisition Corp [Member] | IPO [Member] | |||||||||||||||||||||
Subsequent Event [Line Items] | |||||||||||||||||||||
Vested option purchased | 11,500,000 | ||||||||||||||||||||
Shares issued price per share | $ 10 | $ 10 | |||||||||||||||||||
Proceeds from IPO | $ 115,000,000 | ||||||||||||||||||||
Proceeds from sale of units | 116,150,000 | ||||||||||||||||||||
Underwriting fee | 1,529,500 | ||||||||||||||||||||
Deferred underwriting fee | $ 4,220,500 | 4,220,500 | |||||||||||||||||||
Other offering costs | $ 288,360 | $ 288,360 | |||||||||||||||||||
Big Cypress Acquisition Corp [Member] | Over-Allotment Option [Member] | |||||||||||||||||||||
Subsequent Event [Line Items] | |||||||||||||||||||||
Vested option purchased | 1,500,000 | ||||||||||||||||||||
Shares issued price per share | $ 10.10 | $ 10.10 | |||||||||||||||||||
Proceeds from IPO | $ 115,000,000 | ||||||||||||||||||||
Big Cypress Acquisition Corp [Member] | Sponsor [Member] | |||||||||||||||||||||
Subsequent Event [Line Items] | |||||||||||||||||||||
Common stock, shares outstanding | 2,630,625 | ||||||||||||||||||||
Shares forfeited during the period | 343,125 | ||||||||||||||||||||
Big Cypress Acquisition Corp [Member] | Sponsor [Member] | Closing of the IPO [Member] | |||||||||||||||||||||
Subsequent Event [Line Items] | |||||||||||||||||||||
Shares issued price per share | 10 | $ 10 | $ 10 | $ 10 | |||||||||||||||||
Sale of units | 417,200 | 417,200 | 417,200 | ||||||||||||||||||
Proceeds from sale of units | $ 4,172,000 | $ 4,172,000 | $ 4,172,000 | ||||||||||||||||||
Big Cypress Acquisition Corp [Member] | Ladenburg and Certain Employees [Member] | |||||||||||||||||||||
Subsequent Event [Line Items] | |||||||||||||||||||||
Shares forfeited during the period | 31,875 | ||||||||||||||||||||
Big Cypress Acquisition Corp [Member] | Common Stock [Member] | |||||||||||||||||||||
Subsequent Event [Line Items] | |||||||||||||||||||||
Equity value | $ 288 | $ 330 | $ 288 | $ 330 | $ 330 | ||||||||||||||||
Total earnout shares | [1] | 2,875,000 | |||||||||||||||||||
Shares issued price per share | 11.50 | $ 11.50 | $ 12.50 | ||||||||||||||||||
Big Cypress Acquisition Corp [Member] | Founder Shares [Member] | |||||||||||||||||||||
Subsequent Event [Line Items] | |||||||||||||||||||||
Common stock, shares outstanding | 2,875,000 | ||||||||||||||||||||
Shares forfeited during the period | 375,000 | ||||||||||||||||||||
Big Cypress Acquisition Corp [Member] | Founder Shares [Member] | Over-Allotment Option [Member] | |||||||||||||||||||||
Subsequent Event [Line Items] | |||||||||||||||||||||
Shares exercised during the period | 375,000 | ||||||||||||||||||||
Big Cypress Acquisition Corp [Member] | Founder Shares [Member] | Sponsor [Member] | |||||||||||||||||||||
Subsequent Event [Line Items] | |||||||||||||||||||||
Shares forfeited during the period | 161,719 | 28,750 | 161,719 | ||||||||||||||||||
Vested option purchased | 2,156,250 | ||||||||||||||||||||
Shares issued price per share | $ 0.012 | ||||||||||||||||||||
Stock issued during the period | $ 25,000 | ||||||||||||||||||||
Big Cypress Acquisition Corp [Member] | Representative Shares [Member] | Ladenburg and Certain Employees [Member] | |||||||||||||||||||||
Subsequent Event [Line Items] | |||||||||||||||||||||
Common stock, shares outstanding | 244,375 | ||||||||||||||||||||
Shares forfeited during the period | 28,750 | 31,875 | |||||||||||||||||||
Vested option purchased | 161,719 | 28,750 | 161,719 | ||||||||||||||||||
Shares issued price per share | $ 0.012 | $ 0.008 | $ 0.012 | ||||||||||||||||||
Stock issued during the period | $ 1,875 | $ 230 | $ 1,875 | ||||||||||||||||||
Shares exercised during the period | 28,750 | 31,875 | |||||||||||||||||||
Subsequent Event [Member] | Big Cypress Acquisition Corp [Member] | |||||||||||||||||||||
Subsequent Event [Line Items] | |||||||||||||||||||||
Shares exercised during the period | 375,000 | ||||||||||||||||||||
Subsequent Event [Member] | Big Cypress Acquisition Corp [Member] | IPO [Member] | |||||||||||||||||||||
Subsequent Event [Line Items] | |||||||||||||||||||||
Vested option purchased | 11,500,000 | ||||||||||||||||||||
Shares issued price per share | $ 10 | $ 10 | |||||||||||||||||||
Transaction costs | $ 6,038,360 | ||||||||||||||||||||
Underwriting fee | 1,529,500 | ||||||||||||||||||||
Deferred underwriting fee | $ 4,220,500 | 4,220,500 | |||||||||||||||||||
Other offering costs | $ 288,360 | 288,360 | |||||||||||||||||||
Proceeds from issuance of promissory note to related party | $ 150,000 | ||||||||||||||||||||
Subsequent Event [Member] | Big Cypress Acquisition Corp [Member] | Over-Allotment Option [Member] | |||||||||||||||||||||
Subsequent Event [Line Items] | |||||||||||||||||||||
Vested option purchased | 1,500,000 | ||||||||||||||||||||
Proceeds from IPO | $ 115,000,000 | ||||||||||||||||||||
Subsequent Event [Member] | Big Cypress Acquisition Corp [Member] | Sponsor [Member] | |||||||||||||||||||||
Subsequent Event [Line Items] | |||||||||||||||||||||
Common stock, shares outstanding | 2,630,625 | ||||||||||||||||||||
Shares forfeited during the period | 343,125 | ||||||||||||||||||||
Subsequent Event [Member] | Big Cypress Acquisition Corp [Member] | Sponsor [Member] | Closing of the IPO [Member] | |||||||||||||||||||||
Subsequent Event [Line Items] | |||||||||||||||||||||
Shares issued price per share | $ 10 | $ 10 | |||||||||||||||||||
Sale of units | 417,200 | ||||||||||||||||||||
Proceeds from sale of units | $ 4,172,000 | ||||||||||||||||||||
Subsequent Event [Member] | Big Cypress Acquisition Corp [Member] | Ladenburg and Certain Employees [Member] | |||||||||||||||||||||
Subsequent Event [Line Items] | |||||||||||||||||||||
Shares forfeited during the period | 31,875 | ||||||||||||||||||||
Subsequent Event [Member] | Big Cypress Acquisition Corp [Member] | Founder Shares [Member] | |||||||||||||||||||||
Subsequent Event [Line Items] | |||||||||||||||||||||
Common stock, shares outstanding | 2,875,000 | ||||||||||||||||||||
Shares forfeited during the period | 375,000 | ||||||||||||||||||||
Subsequent Event [Member] | Big Cypress Acquisition Corp [Member] | Founder Shares [Member] | Sponsor [Member] | |||||||||||||||||||||
Subsequent Event [Line Items] | |||||||||||||||||||||
Shares forfeited during the period | 28,750 | ||||||||||||||||||||
Subsequent Event [Member] | Big Cypress Acquisition Corp [Member] | Representative Shares [Member] | Ladenburg and Certain Employees [Member] | |||||||||||||||||||||
Subsequent Event [Line Items] | |||||||||||||||||||||
Common stock, shares outstanding | 244,375 | ||||||||||||||||||||
Vested option purchased | 28,750 | ||||||||||||||||||||
Shares issued price per share | $ 0.008 | ||||||||||||||||||||
Stock issued during the period | $ 230 | ||||||||||||||||||||
Subsequent Event [Member] | Business Combination Agreement [Member] | Big Cypress Acquisition Corp [Member] | |||||||||||||||||||||
Subsequent Event [Line Items] | |||||||||||||||||||||
Common stock par value | $ 0.0001 | ||||||||||||||||||||
Equity value | $ 300,000,000 | ||||||||||||||||||||
Corporation equity value | $ 10.10 | ||||||||||||||||||||
Aggregate of restricted stock units, shares | 1,507,124 | ||||||||||||||||||||
Subsequent Event [Member] | Business Combination Agreement [Member] | Big Cypress Acquisition Corp [Member] | Common Stock [Member] | |||||||||||||||||||||
Subsequent Event [Line Items] | |||||||||||||||||||||
Aggregate of restricted stock units, shares | 12,000,000 | ||||||||||||||||||||
[1] | Includes up to 343,125 31,875 ). As a result of the underwriter’s election to fully exercise their over-allotment option on January 14, 2021, the founder shares and representative shares are no longer subject to forfeiture (see Note 8). |
Merger (Details Narrative)
Merger (Details Narrative) - USD ($) | Jun. 21, 2021 | Sep. 30, 2021 | Dec. 31, 2020 | Sep. 30, 2020 | Dec. 31, 2019 | Dec. 31, 2018 |
Debt instrument convertible conversion price per share | $ 10.10 | $ 10.10 | ||||
Equity value | $ 300,000,000 | $ 35,078,010 | $ 39,007,835 | $ 30,308,513 | $ (2,305,566) | $ 2,004,435 |
Common Stock [Member] | ||||||
Aggregate of restricted stock units, shares | 12,000,000 | |||||
Equity value | $ 3,522 | $ 3,522 | $ 3,522 | $ 3,522 | $ 3,522 |
Revenue (Details Narrative)
Revenue (Details Narrative) - USD ($) | 1 Months Ended | 9 Months Ended | 10 Months Ended | 12 Months Ended | 24 Months Ended | 48 Months Ended | ||||
Sep. 30, 2021 | Sep. 30, 2021 | Sep. 30, 2020 | May 31, 2019 | Jan. 31, 2019 | Dec. 31, 2020 | Dec. 31, 2019 | Aug. 31, 2021 | Mar. 31, 2021 | Jul. 31, 2021 | |
Disaggregation of Revenue [Line Items] | ||||||||||
Research and development cost | $ 46,535,671 | $ 12,601,333 | $ 27,908,659 | $ 8,019,705 | ||||||
Offset cost | 12,000,000 | |||||||||
National Institute of Health [Member] | ||||||||||
Disaggregation of Revenue [Line Items] | ||||||||||
Grant | $ 1,400,000 | |||||||||
Government [Member] | ||||||||||
Disaggregation of Revenue [Line Items] | ||||||||||
Revenue | 49,800,000 | 27,100,000 | 52,800,000 | 2,900,000 | ||||||
Grant | $ 1,500,000 | |||||||||
Grant income | 41,000 | 86,000 | 99,000 | 97,000 | ||||||
Remaining grant | 853,000 | 1,100,000 | ||||||||
Contract cost | 143,000,000 | $ 143,000,000 | ||||||||
Additional development | $ 60,500,000 | |||||||||
Revenue remaining percentage | 9.00% | |||||||||
Revenue remaining obligation | $ 12,000,000 | |||||||||
Research and development cost | 0 | |||||||||
Government [Member] | National Institute of Health [Member] | ||||||||||
Disaggregation of Revenue [Line Items] | ||||||||||
Grant | $ 1,400,000 | |||||||||
Grant income | 457,000 | 219,000 | 228,000 | 343,000 | ||||||
Remaining grant | 243,000 | 850,000 | ||||||||
Contract cost | $ 204,000,000 | |||||||||
Government [Member] | Geneva Foundation [Member] | ||||||||||
Disaggregation of Revenue [Line Items] | ||||||||||
Grant | $ 2,700,000 | |||||||||
Grant income | 72,000 | 248,000 | 351,000 | 261,000 | ||||||
Remaining grant | 1,500,000 | 1,600,000 | ||||||||
Government [Member] | Advanced Technology International [Member] | ||||||||||
Disaggregation of Revenue [Line Items] | ||||||||||
Grant | 25,000,000 | 25,000,000 | ||||||||
Grant income | 49,200,000 | 26,500,000 | 52,100,000 | 2,200,000 | ||||||
Remaining grant | 100,100,000 | 88,800,000 | ||||||||
Non Government [Member] | ||||||||||
Disaggregation of Revenue [Line Items] | ||||||||||
Revenue | $ 0 | 2,400,000 | $ 2,400,000 | 500,000 | ||||||
Grant income | $ 2,400,000 | |||||||||
Contracts description | there were three contracts for a combined $2.4 million that were started and completed in 2020. | there were three contracts for a combined $2.4 million that were started and completed in 2020. | ||||||||
Description | These contracts were related to research and development for a COVID-19 therapeutic ($2 million) and two other targets ($400,000) | These contracts were related to research and development for a COVID-19 therapeutic ($2 million) and two other targets ($400,000). | ||||||||
Non Government [Member] | Battelle Memorial Institute [Member] | ||||||||||
Disaggregation of Revenue [Line Items] | ||||||||||
Grant revenue | $ 2,000,000 | |||||||||
Income from contract | 400,000 | |||||||||
Non Government [Member] | Henry Jackson Foundation [Member] | ||||||||||
Disaggregation of Revenue [Line Items] | ||||||||||
Grant revenue | $ 250,000 | |||||||||
Income from contract | $ 51,000 | |||||||||
Government [Member] | ||||||||||
Disaggregation of Revenue [Line Items] | ||||||||||
Revenue percentage | 100.00% | 92.00% | 96.00% | 85.00% | ||||||
Non Government [Member] | ||||||||||
Disaggregation of Revenue [Line Items] | ||||||||||
Revenue percentage | 0.00% | 8.00% | 4.00% | 12.00% |
Schedule of Earnings per Share
Schedule of Earnings per Share (Details) - USD ($) | 9 Months Ended | 12 Months Ended | ||
Sep. 30, 2021 | Sep. 30, 2020 | Dec. 31, 2020 | Dec. 31, 2019 | |
Net loss attributable to the Corporation’s shareholders | $ 5,593,035 | $ 8,986,289 | ||
Basic and diluted weighted average shares outstanding | 35,216,000 | 35,216,000 | ||
Basic and diluted net loss per share, Common stock | $ (0.16) | $ (0.26) | ||
Net income attributable to the Corporation’s shareholders applicable to common stock | $ 7,592,438 | |||
Weighted-average common shares outstanding – basic | 35,216,000 | 35,216,000 | 35,216,000 | 35,216,000 |
Basic EPS | $ (0.16) | $ 0.22 | $ 0.37 | $ (0.26) |
Net income attributable to the Corporation’s shareholders | $ (5,593,035) | $ 11,673,099 | $ 20,117,773 | $ (8,986,289) |
Weighted-average common shares outstanding - diluted | 35,216,000 | 58,496,676 | 58,051,614 | 35,216,000 |
Diluted EPS | $ (0.16) | $ 0.20 | $ 0.35 | $ (0.26) |
Common Stock [Member] | ||||
Net income attributable to the Corporation’s shareholders | $ 12,982,933 |
Schedule of Earnings per Shar_2
Schedule of Earnings per Share Allocation of Net Income (Details) - USD ($) | 9 Months Ended | 12 Months Ended | ||
Sep. 30, 2021 | Sep. 30, 2020 | Dec. 31, 2020 | Dec. 31, 2019 | |
Net income (loss) | $ (5,593,035) | $ 11,673,099 | $ 20,117,773 | $ (8,986,289) |
Net income attributable to the Corporation’s shareholders applicable to preferred stock | 4,080,661 | |||
Net income attributable to the Corporation’s shareholders applicable to common stock | $ 7,592,438 | |||
Preferred Stock [Member] | ||||
Net income (loss) | 7,134,840 | |||
Common Stock [Member] | ||||
Net income (loss) | $ 12,982,933 |
Earnings (loss) per share (Deta
Earnings (loss) per share (Details Narrative) - shares | 9 Months Ended | 12 Months Ended |
Sep. 30, 2021 | Dec. 31, 2019 | |
Common Stock [Member] | ||
Share outstanding | 10,062,381 | 17,750,882 |
Preferred Stock [Member] | ||
Share outstanding | 20,604,636 | 6,748,250 |
Schedule of Equipment (Details)
Schedule of Equipment (Details) - USD ($) | Sep. 30, 2021 | Dec. 31, 2020 | Dec. 31, 2019 |
Property, Plant and Equipment [Line Items] | |||
Property, plant and equipment, gross | $ 25,172,549 | $ 16,612,656 | $ 3,891,855 |
Less: accumulated depreciation and amortization | 2,604,072 | 1,767,186 | 1,388,197 |
Property, plant and equipment net | 22,568,477 | 14,845,470 | 2,503,658 |
Equipment [Member] | |||
Property, Plant and Equipment [Line Items] | |||
Property, plant and equipment, gross | 6,997,964 | 5,205,346 | 1,740,088 |
Breeding and Production Animals [Member] | |||
Property, Plant and Equipment [Line Items] | |||
Property, plant and equipment, gross | 6,267,498 | 3,371,125 | 1,459,459 |
Animal Facility Equipment [Member] | |||
Property, Plant and Equipment [Line Items] | |||
Property, plant and equipment, gross | 1,197,366 | 1,003,629 | 540,000 |
Construction in Progress [Member] | |||
Property, Plant and Equipment [Line Items] | |||
Property, plant and equipment, gross | 4,922,079 | 6,729,673 | 83,966 |
Leasehold Improvements [Member] | |||
Property, Plant and Equipment [Line Items] | |||
Property, plant and equipment, gross | 5,605,847 | 185,971 | 34,285 |
Vehicles [Member] | |||
Property, Plant and Equipment [Line Items] | |||
Property, plant and equipment, gross | 135,593 | 96,693 | 22,710 |
Office Equipment [Member] | |||
Property, Plant and Equipment [Line Items] | |||
Property, plant and equipment, gross | $ 46,202 | $ 20,219 | $ 11,347 |
Schedule of Construction-in-Pro
Schedule of Construction-in-Progress (Details) - USD ($) | Sep. 30, 2021 | Dec. 31, 2020 | Dec. 31, 2019 |
Property, Plant and Equipment [Line Items] | |||
Total construction-in-progress | $ 4,922,079 | $ 6,729,673 | $ 83,966 |
Construction in Progress [Member] | 200L Commercial Facility [Member] | |||
Property, Plant and Equipment [Line Items] | |||
Total construction-in-progress | 4,148,113 | ||
Construction in Progress [Member] | 200L Commercial Facility Equipment [Member] | |||
Property, Plant and Equipment [Line Items] | |||
Total construction-in-progress | 1,658,189 | 486,381 | |
Construction in Progress [Member] | First New Animal Barn [Member] | |||
Property, Plant and Equipment [Line Items] | |||
Total construction-in-progress | 1,551,167 | ||
Construction in Progress [Member] | Two New Animal Barn [Member] | |||
Property, Plant and Equipment [Line Items] | |||
Total construction-in-progress | 2,093,263 | ||
Construction in Progress [Member] | New Office Space [Member] | |||
Property, Plant and Equipment [Line Items] | |||
Total construction-in-progress | 477,907 | ||
Construction in Progress [Member] | New Laboratory Space [Member] | |||
Property, Plant and Equipment [Line Items] | |||
Total construction-in-progress | 922,077 | ||
Construction in Progress [Member] | New Laboratory Space Equipment [Member] | |||
Property, Plant and Equipment [Line Items] | |||
Total construction-in-progress | 60,448 | ||
Construction in Progress [Member] | Software [Member] | |||
Property, Plant and Equipment [Line Items] | |||
Total construction-in-progress | 137,811 | ||
Construction in Progress [Member] | Other Segments [Member] | |||
Property, Plant and Equipment [Line Items] | |||
Total construction-in-progress | $ 50,291 | 66,105 | 83,966 |
Construction in Progress [Member] | Animal Barn [Member] | |||
Property, Plant and Equipment [Line Items] | |||
Total construction-in-progress | $ 1,551,167 |
Equipment (Details Narrative)
Equipment (Details Narrative) - USD ($) | 9 Months Ended | 12 Months Ended | ||
Sep. 30, 2021 | Sep. 30, 2020 | Dec. 31, 2020 | Dec. 31, 2019 | |
Property, Plant and Equipment [Abstract] | ||||
Depreciation and amortization expense | $ 868,630 | $ 223,888 | $ 383,142 | $ 197,210 |
Property, plant and equipment, useful life | 3 years | |||
Acquisition costs | $ 5,000 |
Schedule of Operating and Finan
Schedule of Operating and Finance Leases Discount Rate (Details) | Sep. 30, 2021 | Dec. 31, 2020 |
Leases | ||
Weighted-average remaining operating lease term | 2 years 7 months 28 days | 3 years 5 months 4 days |
Weighted-average remaining finance lease term | 16 years 11 months 23 days | 17 years 7 months 9 days |
Weighted-average operating lease discount rate | 4.74% | 4.75% |
Weighted-average finance discount rate | 7.70% | 7.96% |
Schedule of Undiscounted Future
Schedule of Undiscounted Future Minimum Lease Payments (Details) - USD ($) | Sep. 30, 2021 | Dec. 31, 2020 | Dec. 31, 2019 |
Leases | |||
Operating Leases, 2021 (remaining three months) | $ 285,481 | ||
Finance Leases, 2021 (remaining three months) | 128,861 | ||
Operating Lease 2021 | 1,138,368 | $ 1,053,891 | |
Finance Lease 2021 | 449,159 | 490,848 | |
Operating Lease 2022 | 1,067,594 | 1,048,573 | |
Finance Lease 2022 | 406,339 | 444,928 | |
Operating Lease 2023 | 467,968 | 989,107 | |
Finance Lease 2023 | 401,496 | 406,339 | |
Operating Lease 2024 | 467,968 | ||
Finance Lease 2024 | 401,496 | 401,496 | |
Operating Leases, Thereafter | |||
Finance Leases, Thereafter | 5,185,990 | ||
Operating Lease Undiscounted future minimum lease payments | 2,959,411 | 3,559,539 | |
Finance lease Undiscounted future minimum lease payments | 6,973,341 | 7,331,097 | |
Less:Operating Lease Amount representing interest payments | (170,673) | (262,497) | |
Less: Finance lease Amount representing interest payments | (2,989,666) | (3,212,826) | |
Total Operating Lease liabilities | 2,788,738 | 3,297,042 | |
Total finance lease liabilities | 3,983,675 | 4,118,271 | |
Less current portion of Operating Lease | (1,035,211) | (924,265) | $ (371,263) |
Less current portion of finance Lease | (180,243) | (194,717) | (182,343) |
Noncurrent Operating lease liabilities | 1,753,527 | 2,372,777 | 1,519,366 |
Noncurrent finance lease liabilities | $ 3,803,432 | 3,923,554 | $ 4,118,272 |
Operating Lease 2025 | |||
Finance Lease 2025 | 401,496 | ||
Operating Lease Thereafter | |||
Finance Lease Thereafter | $ 5,185,990 |
Leases (Details Narrative)
Leases (Details Narrative) - USD ($) | 1 Months Ended | 7 Months Ended | 9 Months Ended | 12 Months Ended | ||||
Mar. 31, 2019 | Dec. 31, 2018 | Jul. 31, 2018 | Sep. 30, 2021 | Sep. 30, 2020 | Dec. 31, 2020 | Dec. 31, 2019 | Dec. 31, 2018 | |
Operating lease expense | $ 2,788,738 | $ 3,297,042 | ||||||
Finance lease right of use asset amortization | 124,000 | $ 124,000 | 163,000 | $ 140,000 | ||||
Finance lease interest expense | 228,000 | 232,000 | 445,000 | 316,000 | ||||
Operating lease payments | $ 5,956 | $ 807 | 836,000 | 338,000 | 564,000 | 327,000 | $ 33,458 | |
Finance lease cash payments | 372,000 | 362,000 | 491,000 | 491,000 | ||||
Operating lease liablity discount rate | 8.00% | 8.00% | ||||||
Operating lease term | 3 years | 20 years | 20 years | |||||
Lease payback construction cost | $ 4,000,000 | $ 4,000,000 | ||||||
Lease agreement term description | five-year | |||||||
Purchase of assets | $ 1 | $ 1 | ||||||
Operating lease expense | $ 710,000 | 373,000 | ||||||
Equipment [Member] | ||||||||
Operating lease payments | $ 8,199 | |||||||
Operating lease term | 5 years | 5 years | ||||||
Estimated useful lives of the finance lease assets | 3 – 7 years | |||||||
Animal Facilty [Member] | ||||||||
Estimated useful lives of the finance lease assets | 40 years | |||||||
Land [Member] | ||||||||
Estimated useful lives of the finance lease assets | Indefinite | |||||||
Lab Space [Member] | ||||||||
Operating lease payments | $ 58,496 | |||||||
Lease termination description | This lease can be terminated with 30 days advance written notice. | |||||||
Operating lease liablity discount rate | 4.77% | |||||||
Warehouse [Member] | ||||||||
Operating lease liablity discount rate | 4.69% | |||||||
Operating lease term | 3 years | |||||||
Lease cost | $ 28,716 | |||||||
Barn Space [Member] | ||||||||
Operating lease liablity discount rate | 4.08% | |||||||
Operating lease term | 2 years | |||||||
Lease cost | $ 678 | $ 665 | ||||||
Research and Development Expense [Member] | ||||||||
Operating lease expense | $ 789,000 | $ 491,000 |
Schedule of Accrued Expenses an
Schedule of Accrued Expenses and Other Current Liabilities (Details) - USD ($) | Sep. 30, 2021 | Dec. 31, 2020 | Dec. 31, 2019 |
Payables and Accruals [Abstract] | |||
Accrued vacation | $ 673,541 | $ 438,936 | $ 248,722 |
Accrued payroll | 208,105 | 314,451 | 143,210 |
Accrued construction-in-progress | 87,926 | 637,776 | |
Accrued lab supplies | 1,261,696 | 301,989 | 18,837 |
Accrued contract manufacturing | 1,709,964 | ||
Accrued clinical trial expense | 338,802 | ||
Accrued outside lab services | 85,764 | ||
Accrued project consulting | 470,476 | 120,744 | 5,352 |
Accrued animal care expense | 128,028 | ||
Other accrued expenses | 44,797 | 90,982 | 78,433 |
Total | $ 5,009,099 | $ 1,904,878 | $ 494,554 |
Schedule of Debt (Details)
Schedule of Debt (Details) - USD ($) | Sep. 30, 2021 | Dec. 31, 2020 | Dec. 31, 2019 |
Short-term Debt [Line Items] | |||
Total debt | $ 49,156 | $ 710,768 | $ 9,203 |
Less: current portion of debt | 24,143 | 538,731 | |
Long-term debt, net | 25,013 | 172,037 | |
Tractor Loan [Member] | |||
Short-term Debt [Line Items] | |||
Total debt | 49,156 | 49,156 | |
PPP Loan [Member] | |||
Short-term Debt [Line Items] | |||
Total debt | $ 661,612 |
Debt (Details Narrative)
Debt (Details Narrative) - USD ($) | Mar. 27, 2020 | Nov. 15, 2017 | Mar. 31, 2019 | Jul. 31, 2018 | Sep. 30, 2021 | Sep. 30, 2020 | Dec. 31, 2020 | Dec. 31, 2019 | Dec. 31, 2017 | Aug. 31, 2018 | Dec. 31, 2016 | Feb. 24, 2016 |
Short-term Debt [Line Items] | ||||||||||||
Gains on extinguishment | $ 661,612 | |||||||||||
Line of credit | $ 350,000 | $ 2,500,000 | ||||||||||
Interest rate | 6.00% | |||||||||||
Proceeds from repayment of debt and equity | $ 15,000,000 | |||||||||||
Loan payable | $ 1,000,000 | |||||||||||
Additional payments to loan | $ 30,000 | |||||||||||
Notes payable | $ 1,364,644 | |||||||||||
Accrued interest | 3,580 | |||||||||||
Loans payable to bank | $ 18,997 | |||||||||||
Monthly payment of loan | $ 440 | $ 25,913 | ||||||||||
Notes Payable | 49,156 | 710,768 | 9,203 | |||||||||
Purchase of assets | $ 1 | $ 1 | ||||||||||
Payments for forgiveness of the loan | 0 | |||||||||||
Paycheck Protection Program [Member] | ||||||||||||
Short-term Debt [Line Items] | ||||||||||||
Interest rate | 1.00% | |||||||||||
Proceeds from bank loan | $ 661,612 | |||||||||||
Tractor [Member] | ||||||||||||
Short-term Debt [Line Items] | ||||||||||||
Interest rate | 3.60% | |||||||||||
Loan payable | 49,156 | $ 72,459 | ||||||||||
Purchase of assets | $ 116,661 | |||||||||||
Trailer Truck Scale And Chute [Member] | ||||||||||||
Short-term Debt [Line Items] | ||||||||||||
Interest rate | 5.90% | |||||||||||
Monthly payment of loan | $ 920 | |||||||||||
Purchase of assets | $ 47,721 | |||||||||||
Revolving Credit Facility [Member] | Christiansen Land and Cattle Ltd [Member] | ||||||||||||
Short-term Debt [Line Items] | ||||||||||||
Line of credit | $ 3,000,000 | |||||||||||
PPP Loan [Member] | ||||||||||||
Short-term Debt [Line Items] | ||||||||||||
Gains on extinguishment | 661,612 | |||||||||||
Notes Payable | $ 661,612 |
Schedule of share option activi
Schedule of share option activity (Details) - $ / shares | 9 Months Ended | 12 Months Ended | |||
Sep. 30, 2021 | Dec. 31, 2020 | Dec. 31, 2019 | Dec. 31, 2018 | Dec. 31, 2017 | |
Share-based Payment Arrangement [Abstract] | |||||
Number of Stock Options Outstanding, Outstanding at End of Period | 10,062,381 | 8,815,992 | 6,748,250 | 6,516,250 | |
Weighted Average Fair value Price Per Share, Outstanding at Beginning of Period | $ 0.62 | $ 0.38 | $ 0.35 | ||
Weighted Average Exercise Price, Outstanding at End of Period | $ 0.79 | $ 0.60 | $ 0.41 | $ 0.38 | |
Number of Stock Options Outstanding, Granted | 1,897,916 | 2,067,742 | 232,000 | ||
Weighted Average Fair Value Price Per Share, Granted | $ 2.43 | $ 1.01 | |||
Weighted Average Exercise Price Per Share, Granted | $ 1.78 | 1.25 | $ 1.04 | ||
Number of Stock Options Outstanding, Forfeited | (651,527) | ||||
Weighted Average Fair Value Price Per Share, Forfeited | $ 1.09 | ||||
Weighted Average Exercise Price Per Share, Forfeited | 1.04 | ||||
Weighted Average Fair value Price Per Share, Outstanding at Ending of Period | $ 0.93 | 0.62 | $ 0.38 | ||
Number of Non-vested Stock Options | 2,166,097 | ||||
Weighted Average Fair value, Unvested | $ 1.94 | 1.44 | |||
Weighted Average Exercise Price Per Share, Unvested | $ 1.51 | $ 1.20 | |||
Number of Non-vested Stock Options Outstanding, Vested | 7,896,284 | 6,882,575 | |||
Weighted Average Fair value, Vested | $ 0.54 | $ 0.39 | |||
Weighted Average Exercise Price Per Share, Vested | $ 0.52 | $ 0.44 |
Schedule of share based compens
Schedule of share based compensation expense (Details) - USD ($) | 9 Months Ended | 12 Months Ended | ||
Sep. 30, 2021 | Sep. 30, 2020 | Dec. 31, 2020 | Dec. 31, 2019 | |
Share-based Payment Arrangement, Expensed and Capitalized, Amount [Line Items] | ||||
Total share-based compensation expense | $ 1,663,210 | $ 1,040,776 | $ 1,295,423 | $ 371,388 |
Research and Development Expense [Member] | ||||
Share-based Payment Arrangement, Expensed and Capitalized, Amount [Line Items] | ||||
Total share-based compensation expense | 726,245 | 491,092 | 635,824 | 150,773 |
General and Administrative Expense [Member] | ||||
Share-based Payment Arrangement, Expensed and Capitalized, Amount [Line Items] | ||||
Total share-based compensation expense | $ 936,965 | $ 549,684 | $ 659,599 | $ 220,615 |
Stock Option Plan (Details Narr
Stock Option Plan (Details Narrative) - USD ($) | 9 Months Ended | 12 Months Ended | ||||
Sep. 30, 2021 | Sep. 30, 2020 | Sep. 30, 2019 | Dec. 31, 2020 | Dec. 31, 2019 | Aug. 05, 2014 | |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||||
Vesting stock option | 7,896,284 | 6,882,575 | ||||
Aggregate intrinsic value, outstanding | $ 11,256,034 | |||||
Risk-free interest rate | 0.14% | 0.13% | 0.13% | 1.58% | ||
Weighted average period | 6 years 3 months | 6 years 3 months | 2 years 4 months 13 days | |||
Expected dividend | 0.00% | 0.00% | 0.00% | 0.00% | ||
Estimated volatility | 99.70% | 106.10% | 106.10% | 102.90% | ||
Stock options forfeitures | 651,527 | |||||
Non-vested stock options | $ 4,200,000 | |||||
Expected term | 2 years 4 months 2 days | 6 years 3 months | 6 years 3 months | |||
Stock option vested | 5 years 8 months 4 days | 4 years 11 months 26 days | ||||
Weighted-average contractual term vested options | 4 years 8 months 26 days | |||||
Number of Non-vested Stock Options Outstanding, Vested | 837,319 | 791,367 | 6,882,575 | 6,021,528 | ||
Number of shares authorized to issuance | 16,000,000 | 8,000,000 | ||||
Aggregate intrinsic value, unvested | $ 1,315,588 | |||||
Aggregate intrinsic value, exercisable | 9,940,446 | |||||
Aggregate intrinsic value, vested | 9,940,446 | |||||
Unrecognized compensation expense | $ 2,592,025 | |||||
Stock option outstanding | 5 years 11 months 8 days | |||||
Shares vested | 861,047 | 636,530 | ||||
Stock Option Grant Plan 2019 [Member] | ||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||||
Shares authorized | 8,000,000 | |||||
Number of authorized shares increase | 16,000,000 | |||||
Stock Option Plan [Member] | ||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||||
Aggregate intrinsic value, outstanding | $ 41,291,069 | |||||
Unvested | 7,209,646 | |||||
Vested and exercisable | $ 34,081,423 |
Income Taxes (Details Narrative
Income Taxes (Details Narrative) - USD ($) | 9 Months Ended | 12 Months Ended | ||
Sep. 30, 2021 | Sep. 30, 2020 | Dec. 31, 2020 | Dec. 31, 2019 | |
Income Tax Disclosure [Abstract] | ||||
Provision for income taxes | $ 0 | $ 0 | $ 0 | $ 0 |
Effective tax rate | 0.00% | 0.00% | ||
Reconcilation effective tax rate | 21.00% | |||
Increase in Valuation allowance of asset | $ 4,226,000 | 1,885,000 | ||
Federal net operating losses | $ 12,662,000 | |||
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 |
Schedule of Estimated Useful Li
Schedule of Estimated Useful Lives (Details) | 12 Months Ended |
Dec. 31, 2020 | |
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 |
Equipment [Member] | |
Property, Plant and Equipment [Line Items] | |
Equipment useful life | 7 years |
Leasehold Improvements [Member] | |
Property, Plant and Equipment [Line Items] | |
Equipment description | Shorter of asset life or lease term |
Office 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 |
Schedule of Computation Of Dilu
Schedule of Computation Of Diluted Net loss Per Share (Details) - USD ($) | 9 Months Ended | 12 Months Ended |
Sep. 30, 2021 | Dec. 31, 2019 | |
Earnings (loss) per common share attributable to the Corporation’s shareholders | ||
Net loss attributable to the Corporation’s shareholders | $ 5,593,035 | $ 8,986,289 |
Basic and diluted weighted average shares outstanding | 35,216,000 | 35,216,000 |
Basic and diluted net loss per share, Common stock | $ (0.16) | $ (0.26) |
Schedule of Future Loan Payment
Schedule of Future Loan Payments (Details) - Loans Payable [Member] | Dec. 31, 2020USD ($) |
Debt Instrument [Line Items] | |
2021 | $ 538,731 |
2022 | 172,037 |
Total | $ 710,768 |
Preferred Stock (Details Narrat
Preferred Stock (Details Narrative) - USD ($) | 12 Months Ended | ||||
Dec. 31, 2020 | Dec. 31, 2019 | Sep. 30, 2021 | Sep. 30, 2019 | Aug. 31, 2019 | |
Class of Stock [Line Items] | |||||
Shares authorized | 50,000,000 | ||||
Preferred stock, shares outstanding | 0 | 0 | 8,000,000 | ||
Conversion Ratio Description | The effective conversion rate as of December 31, 2020 and 2019 was 1:1. | ||||
Debt issuance costs | $ 87,949 | $ 23,852 | |||
Common Stock [Member] | |||||
Class of Stock [Line Items] | |||||
Gross proceed | $ 20,000,000 | ||||
Units issued during the period, shares | |||||
Series A Preferred Stock [Member] | |||||
Class of Stock [Line Items] | |||||
Shares authorized | 6,615,000 | ||||
Preferred Stock, Par or Stated Value Per Share | $ 0.0001 | $ 0.0001 | $ 0.0001 | $ 1 | |
Preferred stock, shares outstanding | 6,615,000 | 6,615,000 | 6,615,000 | ||
Series A-1 Preferred Stock [Member] | |||||
Class of Stock [Line Items] | |||||
Shares authorized | 2,525,800 | ||||
Preferred Stock, Par or Stated Value Per Share | $ 0.0001 | $ 0.0001 | $ 0.0001 | $ 1.88 | |
Preferred stock, shares outstanding | 2,525,800 | 2,525,800 | 2,525,800 | ||
Series A-2 Preferred Stock [Member] | |||||
Class of Stock [Line Items] | |||||
Shares authorized | 4,039,963 | ||||
Preferred Stock, Par or Stated Value Per Share | $ 0.0001 | $ 0.0001 | $ 0.0001 | $ 3 | |
Preferred stock, shares outstanding | 4,039,963 | 4,039,963 | 4,039,963 | ||
Series A-2A Preferred Stock [Member] | |||||
Class of Stock [Line Items] | |||||
Shares authorized | 3,333,333 | ||||
Preferred Stock, Par or Stated Value Per Share | $ 0.0001 | $ 0.0001 | $ 3 | ||
Preferred stock, shares outstanding | 3,333,333 | 3,333,333 | |||
Series B Preferred Stock [Member] | |||||
Class of Stock [Line Items] | |||||
Shares authorized | 8,571,429 | ||||
Preferred Stock, Par or Stated Value Per Share | $ 0.0001 | $ 0.0001 | $ 0.0001 | $ 3.50 | |
Preferred stock, shares outstanding | 4,090,540 | 1,236,786 | 4,090,540 | ||
Units issued during the period, shares | 2,853,754 | 1,236,786 | |||
Gross proceeds from IPO | $ 9,988,155 | $ 4,328,752 |
Summary of stock options (Detai
Summary of stock options (Details) - $ / shares | 9 Months Ended | 12 Months Ended | |||
Sep. 30, 2021 | Sep. 30, 2020 | Dec. 31, 2020 | Dec. 31, 2019 | Dec. 31, 2018 | |
Share-based Payment Arrangement [Abstract] | |||||
Number of Stock Options Outstanding, Outstanding at Beginning of Period | 8,815,992 | 6,748,250 | 6,516,250 | ||
Weighted Average Fair value Price Per Share, Outstanding at Beginning of Period | $ 0.62 | $ 0.38 | $ 0.35 | ||
Weighted Average Exercise Price Per Share, Outstanding at Beginning of Period | $ 0.60 | $ 0.41 | $ 0.41 | $ 0.38 | |
Number of Stock Options Outstanding, Granted | 1,897,916 | 2,067,742 | 232,000 | ||
Weighted Average Fair Value Price Per Share, Granted | $ 2.43 | $ 1.01 | |||
Weighted Average Exercise Price Per Share, Granted | $ 1.78 | $ 1.25 | $ 1.04 | ||
Weighted Average Fair Value Price Per Share, Granted | 1.60 | ||||
Number of Stock Options Outstanding, Outstanding at End of Period | 10,062,381 | 8,815,992 | 6,748,250 | ||
Weighted Average Fair value Price Per Share, Outstanding at Ending of Period | $ 0.93 | $ 0.62 | $ 0.38 | ||
Weighted Average Exercise Price, Outstanding at End of Period | 0.79 | $ 0.60 | $ 0.41 | $ 0.38 | |
Number of Non-vested Stock Options | 1,933,417 | ||||
Weighted Average Fair value, Unvested | 1.94 | $ 1.44 | |||
Weighted Average Exercise Price Per Share, Unvested | $ 1.51 | $ 1.20 | |||
Number of Non-vested Stock Options Outstanding, Vested | 837,319 | 791,367 | 6,882,575 | 6,021,528 | |
Weighted Average Fair value, Vested | $ 0.54 | $ 0.39 | |||
Weighted Average Exercise Price Per Share, Vested | $ 0.52 | $ 0.44 |
Schedule of stock based compens
Schedule of stock based compensation expense (Details) - USD ($) | 9 Months Ended | 12 Months Ended | ||
Sep. 30, 2021 | Sep. 30, 2020 | Dec. 31, 2020 | Dec. 31, 2019 | |
Share-based Payment Arrangement, Expensed and Capitalized, Amount [Line Items] | ||||
Total | $ 1,663,210 | $ 1,040,776 | $ 1,295,423 | $ 371,388 |
Research and Development Expense [Member] | ||||
Share-based Payment Arrangement, Expensed and Capitalized, Amount [Line Items] | ||||
Total | 726,245 | 491,092 | 635,824 | 150,773 |
General and Administrative Expense [Member] | ||||
Share-based Payment Arrangement, Expensed and Capitalized, Amount [Line Items] | ||||
Total | $ 936,965 | $ 549,684 | $ 659,599 | $ 220,615 |
Schedule of Deferred Tax Assets
Schedule of Deferred Tax Assets and Liabilities (Details) - USD ($) | Dec. 31, 2020 | Dec. 31, 2019 |
Income Tax Disclosure [Abstract] | ||
Net operating loss carryforwards | $ 2,659,082 | $ 6,438,409 |
Stock-based compensation | 600,592 | 328,553 |
Vacation accrual | 84,553 | 45,128 |
Lease Liability | 727,587 | 467,139 |
Total deferred tax assets | 4,071,814 | 7,279,229 |
Less valuation allowance | (2,320,958) | (6,563,244) |
Total deferred tax assets after valuation allowance | 1,750,856 | 715,985 |
Operating lease Right of Use Asset | 641,135 | 390,962 |
Depreciation and amortization | 1,109,721 | 325,023 |
Total deferred tax liabilities | 1,750,856 | 715,985 |
Net deferred tax asset/(liability) |
Schedule Of Income Tax Rate Rec
Schedule Of Income Tax Rate Reconciliation (Details) - USD ($) | 9 Months Ended | 12 Months Ended | ||
Sep. 30, 2021 | Sep. 30, 2020 | Dec. 31, 2020 | Dec. 31, 2019 | |
Income Tax Disclosure [Abstract] | ||||
Net income before tax | $ 20,117,773 | $ (8,986,289) | ||
Federal income tax at statutory rate | $ 4,224,732 | $ (1,887,121) | ||
Effective income tax rate at federal statutory income tax rate | 21.00% | 21.00% | ||
Income tax permanent items | $ 918 | $ 2,144 | ||
Percentage of permanent items | 0.01% | 0.02% | ||
Effective income tax rate reconciliation, Change in deferred tax assets Valuation allowance, amount | $ (4,225,651) | $ 1,884,977 | ||
Valuation allowance percantage | 21.00% | 20.98% | ||
Effective income tax reconciliation other amount | $ 1 | $ 0 | ||
Other effective tax rate | 0.00% | 0.00% | ||
Total | $ 0 | $ 0 | $ 0 | $ 0 |
Effective income tax rate reconciliation | 0.00% | 0.00% |
Employee Benefit Plan (Details
Employee Benefit Plan (Details Narrative) - USD ($) | 12 Months Ended | |
Dec. 31, 2020 | Dec. 31, 2019 | |
Retirement Benefits [Abstract] | ||
Percentage of employee contribution matching contribution | 100.00% | 50.00% |
Percentage of employee contribution | 3.00% | 2.00% |
Employee contribution amount | $ 188,000 | $ 139,000 |
Joint Development Agreement (De
Joint Development Agreement (Details Narrative) | 1 Months Ended | 7 Months Ended | 9 Months Ended | 12 Months Ended | |||||
Dec. 31, 2019USD ($) | Jun. 30, 2019USD ($)ft² | Mar. 31, 2019USD ($) | Jul. 31, 2018USD ($) | Sep. 30, 2021USD ($) | Sep. 30, 2020USD ($) | Dec. 31, 2020USD ($) | Dec. 31, 2019USD ($) | Dec. 31, 2018USD ($) | |
Defined Benefit Plan Disclosure [Line Items] | |||||||||
Lease completion of building initial term | 3 years | 20 years | |||||||
Lease payments | $ 5,956 | $ 807 | $ 836,000 | $ 338,000 | $ 564,000 | $ 327,000 | $ 33,458 | ||
Design costs expense | $ 46,535,671 | $ 12,601,333 | 27,908,659 | 8,019,705 | |||||
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 | ||||||||
Pre construction costs | $ 1,140,000 | ||||||||
Pre construction costs related payables | $ 1,140,000 | ||||||||
Design costs | 2,120,000 | ||||||||
Design costs expense | 580,000 | ||||||||
Budget remaining | 2,700,000 | ||||||||
Receivables project | 0 | ||||||||
Payables project | $ 0 | ||||||||
University of South Dakota Research Park Inc [Member] | Maximum [Member] | |||||||||
Defined Benefit Plan Disclosure [Line Items] | |||||||||
Pre construction costs | $ 2,700,000 |