Document and Entity Information
Document and Entity Information - USD ($) | 12 Months Ended | |
Dec. 31, 2020 | Jun. 30, 2020 | |
Document And Entity Information [Abstract] | ||
Entity Registrant Name | EVOLUTIONARY GENOMICS, INC. | |
Entity Central Index Key | 0000884363 | |
Document Type | 10-K | |
Document Period End Date | Dec. 31, 2020 | |
Amendment Flag | false | |
Current Fiscal Year End Date | --12-31 | |
Is Entity a Well-known Seasoned Issuer? | No | |
Is Entity a Voluntary Filer? | No | |
Is Entity's Reporting Status Current? | Yes | |
Entity Filer Category | Non-accelerated Filer | |
Entity Small Business | true | |
Entity Emerging Growth Company | false | |
Entity Shell Company | false | |
Entity Public Float | $ 4,737,188 | |
Entity Common Stock, Shares Outstanding | 5,881,898 | |
Auditor Attestation Flag | false | |
Document Fiscal Period Focus | FY | |
Document Fiscal Year Focus | 2020 | |
Entity Interactive Data Current | Yes | |
Entity Incorporation State Country Name | NV | |
Entity File Number | 000-54129 |
Consolidated Balance Sheets
Consolidated Balance Sheets - USD ($) | Dec. 31, 2020 | Dec. 31, 2019 |
Current assets | ||
Cash | $ 215,836 | $ 45,441 |
Accounts receivable | 6,845 | |
Investments | 41,694 | |
Prepaid expenses | 61,757 | 24,183 |
Total current assets | 277,593 | 118,163 |
Non-current assets | ||
Property and equipment, net | 50,763 | 88,882 |
Intangible assets, net | 3,664,343 | 4,035,592 |
Total non-current assets | 3,715,106 | 4,124,474 |
Total assets | 3,992,699 | 4,242,637 |
Current liabilities | ||
Accounts payable and accrued expenses | 3,164 | 19,415 |
Total current liabilities | 3,164 | 19,415 |
Long-term liabilities | ||
Notes payable | 2,245,831 | |
Deferred tax liability | 987,353 | |
Total liabilities | 2,248,995 | 1,006,768 |
Commitments and contingencies | ||
Total preferred stock subject to possible redemption | 3,569,594 | 3,569,594 |
Stockholders' equity | ||
Preferred Stock | 1,236,228 | 950,661 |
Common Stock, $0.001 par value; 780,000,000 shares authorized, 5,881,898 shares issued and outstanding at December 31, 2020 and December 31, 2019 | 5,882 | 5,882 |
Additional paid-in capital | 12,015,552 | 12,081,401 |
Accumulated deficit | (15,083,552) | (13,371,669) |
Total stockholders' (deficit) equity | (1,825,890) | (333,725) |
Total liabilities and stockholders' (deficit) equity | 3,992,699 | 4,242,637 |
Series A-1 Convertible Preferred Stock [Member] | ||
Long-term liabilities | ||
Total preferred stock subject to possible redemption | 3,029,579 | 3,029,579 |
Series A-2 Convertible Preferred Stock [Member] | ||
Long-term liabilities | ||
Total preferred stock subject to possible redemption | $ 540,015 | $ 540,015 |
Consolidated Balance Sheets (Pa
Consolidated Balance Sheets (Parenthetical) - USD ($) | Dec. 31, 2020 | Dec. 31, 2019 |
Preferred stock, par value | $ 0.001 | $ 0.001 |
Preferred stock, authorized shares | 20,000,000 | 20,000,000 |
Common stock, par value | $ 0.001 | $ 0.001 |
Common stock, authorized shares | 780,000,000 | 780,000,000 |
Common stock, issued shares | 5,881,898 | 5,881,898 |
Common stock, outstanding shares | 5,881,898 | 5,881,898 |
Series A-1 Convertible Preferred Stock [Member] | ||
Preferred stock, par value | $ 0.001 | $ 0.001 |
Preferred stock, authorized shares | 600,000 | 600,000 |
Preferred stock, issued shares | 577,063 | 577,063 |
Preferred stock, outstanding shares | 577,063 | 577,063 |
Preferred stock, liquidation preference | $ 4,222,606 | |
Series A-2 Convertible Preferred Stock [Member] | ||
Preferred stock, par value | $ 0.001 | $ 0.001 |
Preferred stock, authorized shares | 200,000 | 200,000 |
Preferred stock, issued shares | 102,860 | 102,860 |
Preferred stock, outstanding shares | 102,860 | 102,860 |
Preferred stock, liquidation preference | $ 583,216 |
Consolidated Statements of Oper
Consolidated Statements of Operations - USD ($) | 12 Months Ended | |
Dec. 31, 2020 | Dec. 31, 2019 | |
Income Statement [Abstract] | ||
Grant revenue | $ 12,500 | $ 122,686 |
Operating expenses | ||
Research and development | 1,793,145 | 472,613 |
Salaries and benefits | 495,518 | 205,828 |
General and administrative | 603,632 | 219,070 |
Total operating expenses | 2,892,295 | 897,511 |
Operating loss | (2,879,795) | (774,825) |
Other income (expenses): | ||
Investment income | 372 | 98 |
Loan forgiveness | 74,268 | |
Gain on investments | 105,919 | 13,494 |
Total other income | 180,559 | 13,592 |
Loss before income taxes | (2,699,236) | (761,233) |
Income tax (expense) benefit | 987,353 | (31,907) |
Net loss | (1,711,883) | (793,140) |
Preferred stock dividend | (285,567) | (269,379) |
Net loss attributable to common stockholders | $ (1,997,450) | $ (1,062,519) |
Net loss per common share, basic and diluted | $ (0.34) | $ (0.18) |
Weighted average common shares outstanding, basic and diluted | 5,881,898 | 5,881,898 |
Consolidated Statement of Stock
Consolidated Statement of Stockholders' Equity - USD ($) | Common Stock [Member] | Preferred Dividend [Member] | Additional Paid-In Capital [Member] | Accumulated Deficit [Member] | Total |
Balance at Dec. 31, 2018 | $ 5,882 | $ 681,282 | $ 12,294,952 | $ (12,578,529) | $ 403,587 |
Balance, shares at Dec. 31, 2018 | 5,881,898 | ||||
Stock compensation | 17,278 | 17,278 | |||
Preferred stock dividends | 60,591 | (60,591) | |||
Net income (loss) | (208,797) | (208,797) | |||
Balance at Mar. 31, 2019 | $ 5,882 | 741,873 | 12,251,639 | (12,787,326) | 212,068 |
Balance, shares at Mar. 31, 2019 | 5,881,898 | ||||
Balance at Dec. 31, 2018 | $ 5,882 | 681,282 | 12,294,952 | (12,578,529) | 403,587 |
Balance, shares at Dec. 31, 2018 | 5,881,898 | ||||
Net income (loss) | (793,140) | ||||
Balance at Dec. 31, 2019 | $ 5,882 | 950,661 | 12,081,401 | (13,371,669) | $ (333,725) |
Balance, shares at Dec. 31, 2019 | 5,881,898 | 5,881,898 | |||
Balance at Mar. 31, 2019 | $ 5,882 | 741,873 | 12,251,639 | (12,787,326) | $ 212,068 |
Balance, shares at Mar. 31, 2019 | 5,881,898 | ||||
Stock compensation | 4,563 | 4,563 | |||
Preferred stock dividends | 66,004 | (66,004) | |||
Net income (loss) | (189,363) | (189,363) | |||
Balance at Jun. 30, 2019 | $ 5,882 | 807,877 | 12,190,198 | (12,976,689) | 27,268 |
Balance, shares at Jun. 30, 2019 | 5,881,898 | ||||
Preferred stock dividends | 71,392 | (71,392) | |||
Net income (loss) | (162,873) | (162,873) | |||
Balance at Sep. 30, 2019 | $ 5,882 | 879,269 | 12,118,806 | (13,139,562) | $ (135,605) |
Balance, shares at Sep. 30, 2019 | 5,881,898 | 5,881,898 | |||
Stock compensation | 33,987 | $ 33,987 | |||
Preferred stock dividends | 71,392 | (71,392) | |||
Net income (loss) | (232,107) | (232,107) | |||
Balance at Dec. 31, 2019 | $ 5,882 | 950,661 | 12,081,401 | (13,371,669) | $ (333,725) |
Balance, shares at Dec. 31, 2019 | 5,881,898 | 5,881,898 | |||
Stock compensation | 54,930 | $ 54,930 | |||
Preferred stock dividends | 71,391 | (71,391) | |||
Net income (loss) | (241,816) | (241,816) | |||
Balance at Mar. 31, 2020 | $ 5,882 | 1,022,052 | 12,064,940 | (13,613,485) | (520,611) |
Balance, shares at Mar. 31, 2020 | 5,881,898 | ||||
Balance at Dec. 31, 2019 | $ 5,882 | 950,661 | 12,081,401 | (13,371,669) | $ (333,725) |
Balance, shares at Dec. 31, 2019 | 5,881,898 | 5,881,898 | |||
Net income (loss) | $ (1,711,883) | ||||
Balance at Dec. 31, 2020 | $ 5,882 | 1,236,228 | 12,015,552 | (15,083,552) | $ (1,825,890) |
Balance, shares at Dec. 31, 2020 | 5,881,898 | 5,881,898 | |||
Balance at Mar. 31, 2020 | $ 5,882 | 1,022,052 | 12,064,940 | (13,613,485) | $ (520,611) |
Balance, shares at Mar. 31, 2020 | 5,881,898 | ||||
Stock compensation | 54,929 | 54,929 | |||
Preferred stock dividends | 71,392 | (71,392) | |||
Net income (loss) | (294,798) | (294,798) | |||
Balance at Jun. 30, 2020 | $ 5,882 | 1,093,444 | 12,048,477 | (13,908,283) | (760,480) |
Balance, shares at Jun. 30, 2020 | 5,881,898 | ||||
Stock compensation | 54,930 | 54,930 | |||
Preferred stock dividends | 71,392 | (71,392) | |||
Net income (loss) | 535,885 | 535,885 | |||
Balance at Sep. 30, 2020 | $ 5,882 | 1,164,836 | 12,032,015 | (13,372,398) | (169,665) |
Balance, shares at Sep. 30, 2020 | 5,881,898 | ||||
Stock compensation | 54,929 | 54,929 | |||
Preferred stock dividends | 71,392 | (71,392) | |||
Net income (loss) | (1,711,154) | (1,711,154) | |||
Balance at Dec. 31, 2020 | $ 5,882 | $ 1,236,228 | $ 12,015,552 | $ (15,083,552) | $ (1,825,890) |
Balance, shares at Dec. 31, 2020 | 5,881,898 | 5,881,898 |
Consolidated Statements of Cash
Consolidated Statements of Cash Flows - USD ($) | 12 Months Ended | |
Dec. 31, 2020 | Dec. 31, 2019 | |
Cash flows from operating activities: | ||
Net loss | $ (1,711,883) | $ (793,140) |
Adjustments to reconcile net loss to net cash flows from operating activities | ||
Depreciation and amortization | 409,368 | 40,721 |
Stock-based compensation | 219,718 | 55,828 |
Gain on investments | (105,919) | (13,494) |
PPP loan forgiveness | (74,268) | |
Deferred income taxes | (987,353) | 31,907 |
Changes in operating assets and liabilities: | ||
Accounts receivable | 6,845 | 33,594 |
Prepaid expenses | (37,574) | (811) |
Accounts payable and accrued expenses | (16,251) | 19,415 |
Net cash used in operating activities | (2,297,317) | (625,980) |
Cash flows from investing activities: | ||
Proceeds from sale of investment | 147,613 | |
Net cash provided by investing activities | 147,613 | |
Cash flows from financing activities: | ||
Proceeds from issuance of notes payable | 2,095,831 | |
Proceeds from EIDL and PPP loans | 224,268 | |
Proceeds from issuance of preferred stock | 540,015 | |
Net cash provided by financing activities | 2,320,099 | 540,015 |
Net change in cash | 170,395 | (85,965) |
Cash, beginning of period | 45,441 | 131,406 |
Cash, end of period | 215,836 | 45,441 |
Supplemental cash flow information | ||
Preferred stock dividend accrual | $ 285,567 | $ 269,379 |
Business Activity
Business Activity | 12 Months Ended |
Dec. 31, 2020 | |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | |
Business Activity | Note 1: Business Activity Evolutionary Genomics, Inc. (the “Company,” “We,” or “Our”) has developed a technology platform, the Adapted Traits Platform (“ATP”), to identify commercially valuable genes that control important traits in animals and plants. We are using the ATP to identify genes to improve crop plant traits such as yield, sugar content, biomass, drought tolerance, and pest/disease resistance. Our platform identifies key genes that have changed successfully to impart new or improved traits. The Company performs its research on behalf of governmental organizations, non-profit foundations, and commercial entities and receives revenue from grants and commercial research contracts. These grants/contracts contain fixed-fee arrangements and may also have licensing provisions upon effective commercialization of research results. Successful commercialization may take many years to produce license royalty payments. Ownership of intellectual property developed in research projects varies from the Company retaining no rights to intellectual property, to joint ownership, to the Company retaining all rights. During 2014, the Company purchased 75.16% of the outstanding stock of Fona, Inc., (“Fona”) a public shell company. Since Fona was a public shell company which did not constitute a business and the purchase was done in contemplation of a reverse merger, the Company accounted for the payment as a distribution to Fona shareholders. The Company also entered into an Agreement and Plan of Merger (the “Merger”), which was consummated on October 19, 2015. As a result of the Merger, Evolutionary Genomics, Inc. became a wholly owned subsidiary of Fona. For accounting purposes, the merger was treated as a reverse acquisition with Evolutionary Genomics, Inc. as the acquirer and Fona as the acquired party. Subsequent to the Merger, Fona was renamed Evolutionary Genomics, Inc. and our subsidiary was renamed from Evolutionary Genomics, Inc. to EG Crop Science, Inc. |
Summary of Significant Accounti
Summary of Significant Accounting Policies | 12 Months Ended |
Dec. 31, 2020 | |
Accounting Policies [Abstract] | |
Summary of Significant Accounting Policies | Note 2: Summary of Significant Accounting Policies Principals of Consolidation Use of Estimates These consolidated financial statements have been prepared on the basis of going concern. ManagementÂ’s plans to address the CompanyÂ’s liquidity are discussed further in Note 14. Cash Investment Property and Equipment Long-Lived Assets Intangible Assets Revenue Recognition: Income Taxes Under the Income Tax topic of the ASC, in order to recognize an uncertain tax benefit, the taxpayer must be more likely than not of sustaining the position, and the measurement of the benefit is calculated as the largest amount that is more than 50% likely to be realized upon resolution of the benefit. The Company has no accruals for uncertain tax benefits. Stock-Based Compensation The CompanyÂ’s accounting policy for equity instruments issued to consultants and vendors in exchange for goods and services received follows the provisions of ASC Topic 718. Accordingly, the measurement date for the fair value of the equity instruments issued is determined at the earlier of (i) the date at which a commitment for performance by the consultant or vendor is reached or (ii) the date at which the consultant or vendorÂ’s performance is complete. In the case of equity instruments issued to consultants, the fair value of the equity instrument is recognized over the term of the consulting agreement. Research and Development Net Loss Per Common Share |
New Accounting Standards
New Accounting Standards | 12 Months Ended |
Dec. 31, 2020 | |
Accounting Standards Update and Change in Accounting Principle [Abstract] | |
New Accounting Standards | Note 3: New Accounting Standards Recently Issued Accounting Standards In June 2016, the FASB issued ASU 2016-13, “Financial Instruments – Credit Losses: Measurement of Credit Losses on Financial Instruments,” which requires entities to estimate all expected credit losses for certain types of financial instruments, including trade receivables, held at the reporting date based on historical experience, current conditions, and reasonable and supportable forecasts. The updated guidance also expands the disclosure requirements to enable users of financial statements to understand the entity’s assumptions, models and methods for estimating expected credit losses over the entire contractual term of the instrument from the date of initial recognition of that instrument. This guidance is effective for fiscal years beginning after December 15, 2022, including interim periods within that reporting period and is not expected to have an impact on the Company’s consolidated financial statements. |
Fair Value Measurements
Fair Value Measurements | 12 Months Ended |
Dec. 31, 2020 | |
Fair Value Disclosures [Abstract] | |
Fair Value Measurements | Note 4: Fair Value Measurements The Company complies with the provisions of ASC 820, in measuring fair value and in disclosing fair value measurements at the measurement date. ASC 820 defines fair value, establishes a framework for measuring fair value, and expands disclosures about fair value measurements required under other accounting pronouncements. Fair value is an exit price, representing the amount that would be received to sell an asset or paid to transfer a liability in an orderly transaction between market participants at the measurement date. Fair value measurements also reflect the assumptions market participants would use in pricing an asset or liability based on the best information available. Assumptions include the risks inherent in a particular valuation technique (such as a pricing model) and/or the risks inherent in the inputs to the model. ASC 820 provides three levels of the fair value hierarchy as described below: Level 1 Inputs – Quoted prices (unadjusted) in active markets for identical assets or liabilities. Level 2 Inputs – Observable market-based inputs, other than quoted prices in active markets for identical assets or liabilities. Level 3 Inputs – Unobservable inputs that are supported by little or no market activity. When determining the fair value measurements for assets or liabilities required or permitted to be recorded at and/or marked to fair value, the Company considers the principal or most advantageous market in which it would transact and considers assumptions that market participants would use when pricing the asset or liability. When possible, the Company looks to active and observable markets to price identical assets. When identical assets are not traded in active markets, the Company looks to market observable data for similar assets. During the year ended December 31, 2020, the Company sold all its investments, realizing a net gain on sale of $105,919 for the year ended December 31, 2020. The following table presents the Company’s financial assets that were accounted for at fair value on a recurring basis as of December 31, 2019, by level within the fair value hierarchy: Total Quoted Prices in Active Markets for Identical Items Significant Other Observable Inputs Significant Unobservable Inputs Balance at December 31, 2019 Investments $ 41,694 $ 41,694 $ — $ — $ 41,694 $ 41,694 $ — $ — For the Company’s Level 1 measures, which represent common stock in publicly traded companies, fair value is based on the last closing trade occurring on, or closest to, the respective period end date. The carrying value of financial instruments, including cash, receivables, accounts payable, and accrued expenses, approximates their fair value at December 31, 2020 and 2019, due to the relatively short-term nature of these instruments. |
Property and Equipment
Property and Equipment | 12 Months Ended |
Dec. 31, 2020 | |
Property, Plant and Equipment [Abstract] | |
Property and Equipment | Note 5: Property and Equipment Property and equipment is comprised of the following: December 31, December 31, 2020 2019 Equipment $ 432,499 $ 432,499 Software 63,179 63,179 Furniture and fixtures 7,987 7,987 503,665 503,665 Accumulated depreciation (452,902 ) (414,783 ) Property and equipment, net $ 50,763 $ 88,882 Depreciation expense for the years ended December 31, 2020 and 2019 was $38,119. |
Intangible Assets
Intangible Assets | 12 Months Ended |
Dec. 31, 2020 | |
Goodwill and Intangible Assets Disclosure [Abstract] | |
Intangible Assets | Note 6: Intangible Assets Intangible assets are comprised of the following: December 31, December 31, 2020 2019 Acquired research in progress $ 4,016,596 $ 4,016,596 Patents 52,045 52,045 Accumulated amortization (404,298 ) (33,049 ) Intangible assets, net $ 3,664,343 $ 4,035,592 The Company expects to recognize amortization expense related to its acquired research in progress and patents according to the following: Year Ending Amortization December 31, 2021 $ 1,006,751 December 31, 2022 1,006,751 December 31, 2023 1,006,751 December 31, 2024 638,105 December 31, 2025 2,602 Thereafter 3,383 Total $ 3,664,343 Amortization expense for the acquired research in progress and patents during the year ended December 31, 2020 and 2019 was $371,248 and $2,602, respectively. In its merger completed on October 19, 2015, the Company acquired research in progress. The value of the acquired research in progress was based upon several factors including, evaluation of other intangible assets, the purchase price, estimated future cash flows, and the amounts expended on the research to date. The research in progress was the identification and validation of genes to provide pest and disease resistance to plants performed by EG I. With the banana development project contract in place and the expected marketing of our soybean genes in mid-2021, the Company placed this asset in service on August 19, 2020. Additional costs to complete the soybean research are expected to be approximately $65,000, which will be expensed as incurred. The timing and cost of additional research may vary from these estimates as the success of the research is subject to many factors outside of the CompanyÂ’s control. |
Income Taxes
Income Taxes | 12 Months Ended |
Dec. 31, 2020 | |
Income Tax Disclosure [Abstract] | |
Income Taxes | Note 7: Income Taxes Income tax expense from continuing operations consists of the following: December 31, December 31, 2020 2019 Current income tax expense/(benefit) Federal — — State — — Total current income tax expense/(benefit) — — Deferred income tax expense/(benefit) Federal (840,812 ) 27,096 State (146,541 ) 4,811 Total deferred tax expense/(benefit) (987,353 ) 31,907 Total income tax expense/(benefit) (987,353 ) 31,907 Items accounting for the differences between income taxes at statutory income tax rates and the actual effective rate are as follows: Year Ended December 31, 2020 2019 Federal Statutory Rate 21.00 % 21.00 % Effective State Rate 3.66 % 3.66 % Incentive Stock Options -2.01 % -1.81 % PPP Forgiveness 0.68 % 0.00 % Officers Life Insurance -0.01 % -0.04 % Meals And Entertainment 0.00 % -0.01 % Organizational Costs 0.00 % 0.00 % R&D Credit 0.91 % 4.61 % Change In Valuation Allowance 11.57 % -25.96 % Prior Year Adjustments 0.91 % -4.09 % Other -0.14 % -1.55 % Effective Rate 36.57 % -4.19 % The components of deferred income tax assets and liabilities were as follows: December 31, December 31, 2020 2019 Deferred tax assets Loss carryforwards 2,585,042 1,933,118 Marketable securities — 121,212 Non-qualified stock options — — R&D Credits 378,524 329,186 Less valuation allowance (2,060,283 ) (2,372,656 ) Deferred tax assets 903,283 10,860 Deferred tax liabilities Depreciation/amortization (6,087 ) (10,860 ) Intangible assets (897,196 ) (987,353 ) Deferred tax liabilities (903,283 ) (998,213 ) Totals — (987,353 ) The Company uses the asset and liability method of accounting for income taxes. Under this method, deferred tax assets and liabilities are recognized for the future tax consequences attributable to differences between the financial statement carrying amounts of existing assets and liabilities and their respective tax basis. Deferred tax assets and liabilities are measured using enacted tax rates expected to apply to taxable income in the years in which those temporary differences are expected to reverse. The Company records a valuation allowance for certain temporary differences for which it is more likely than not that it will not receive future tax benefits. The Company assesses its past earnings history and trends and projections of future net income. The Company recorded a valuation allowance for the entire amount of the net deferred tax asset at December 31, 2020 and 2019. The change in the valuation allowance during the years ended December 31, 2020 and 2019 was an increase/(decrease) of ($312,000) and $198,000, respectively. The Company will continue to review this valuation allowance and make adjustments as appropriate. As of December 31, 2020 and 2019, the Company maintained net operating loss (“NOL”) carryforwards of approximately $10,483,000 and $7,839,000. Use of NOL carryforwards are limited by the provisions of Section 382 of the Internal Revenue Code. At this point, the Company has not performed an analysis to determine whether an ownership change (as defined under Section 382) occurred during this year or preceding year(s). A determination of the potential impact these provisions might have on the utilization of net operating losses will be made when the net operating loss is projected to be utilized. The NOL carryforwards expire at various intervals through 2037, except the NOLs from tax years beginning after December 31, 2017, which have no expiration date. In addition, the Company has R&D credits of $379,000 that will expire at various intervals through 2039. The calculation of our tax liabilities involves dealing with uncertainties in the application of complex tax laws and regulations. ASC 740 states that a tax benefit from an uncertain tax position may be recognized when it is more likely than not that the position will be sustained upon examination, including resolutions of any related appeals or litigation processes, on the basis of the technical merits. At this time, the Company does not have any uncertain tax positions to assess. |
Notes Payable
Notes Payable | 12 Months Ended |
Dec. 31, 2020 | |
Debt Disclosure [Abstract] | |
Notes Payable | Note 8: Notes Payable Small Business Administration (“SBA”) Paycheck Protection Program: Although management considers it probable that the Company was initially eligible for the loan and subsequent forgiveness, the SBA has the ability to review the Company’s loan file for a period subsequent to the date the loan was forgiven and could request additional documentation to support the Company’s initial eligibility for the loan and request for loan forgiveness. In the event the SBA subsequently determines the Company did not meet the initial; eligibility requirements for the PPP loan or did not qualify for loan forgiveness, the SBA may pursue legal remedies at its discretion. SBA Economic Injury Disaster Loan: Dole Food Company: On August 19, 2020, the Company entered into a Development and Commercialization Agreement (“DCA”) with Dole Food Company (“Dole”) for the development of our banana genes. The DCA provides for payments from Dole to the Company of $800,000 upon execution, $800,000 by the twelve-month anniversary, $250,000 by the thirty-six month anniversary and $250,000 by the forty-eight month anniversary. Dole will also reimburse the Company for costs incurred at the University of Wisconsin-Madison (“UW”) not to exceed $2,200,000 in coordination with the Standard Research Agreement that the Company entered into with UW on September 18, 2020 which includes payments from the Company to UW in the amount of $2,159,719 over the two-year expected term of the project. If the UW research is successful, Dole expects to incur costs of $750,000 to perform field trials. The DCA also specifies that the Company will execute notes payable to Dole for the funding that Dole is providing up to $5,050,000. Upon receipt of $800,000 on August 26, 2020 and $1,295,831 on December 29, 2020, the Company executed the notes under this DCA and recorded them as long-term notes payable for financial statement purposes. The notes are non-interest bearing and allow Dole to offset fifty percent of future royalty payments to the Company by reducing the amount of principal due on these notes. Other than this offset of future royalty payments, repayment of principal and interest is only required in the case of termination of the DCA by Dole for cause. |
Stockholders' Equity and Warran
Stockholders' Equity and Warrants | 12 Months Ended |
Dec. 31, 2020 | |
Equity [Abstract] | |
Stockholders' Equity and Warrants | Note 9: Stockholders’ Equity and Warrants The Amended and Restated Certificate of Incorporation of the Company dated October 19, 2015 authorized the issuance of 800,000,000 shares of all classes of stock including 780,000,000 shares of Common Stock having a par value of $0.001 per share and 20,000,000 shares of Preferred Stock having a par value of $0.001 per share, 600,000 of which were designated as Series A-1 Convertible Preferred Stock (“Series A-1”) and 200,000 of which were designated as Series A-2 Convertible Preferred Stock (“Series A-2”). The Board of Directors, without a vote of the shareholders, is authorized to issue additional shares of Preferred Stock in series and to establish the characteristics thereof. Liquidation Conversion Optional Redemption; Sinking Fund Account: Dividends Voting Warrants Number of Weighted Average Weighted Balance, January 1, 2019 110,884 $ 6.60 1.87 Granted — — — Exercised — — — Expired — — — Balance, December 31, 2019 110,884 $ 6.60 0.87 Granted — — — Exercised — — — Expired (110,884 ) 6.60 — Balance, December 31, 2020 — $ — — |
Stock-Based Compensation
Stock-Based Compensation | 12 Months Ended |
Dec. 31, 2020 | |
Share-based Payment Arrangement [Abstract] | |
Stock-Based Compensation | Note 10: Stock-Based Compensation The Company grants stock-based instruments under the 2015 Stock Incentive Plan (“Plan”) for which 1,400,000 shares of the Company’s Common Stock has been reserved. The Plan allows for the issuance of incentive stock options and non-qualified stock options with a maximum contractual term of 10 years. Shares and options that are cancelled are available for reissuance under the Plan. For years ended December 31, 2020 and 2019, the Company recorded compensation costs for stock options of $219,718 and $55,828, respectively. Stock options are generally issued with an exercise price at or above the estimated per-share value of the Company’s Common Stock. The Company granted no options during the year ended December 31, 2020 and 640,000 during the year ended December 31, 2019. Management has valued the options at their date of grant utilizing the Black-Scholes option pricing model. As of the issuance of the outstanding options, there was not a public market for the Company’s shares. Accordingly, the Company utilized the value obtained in equity transactions with unrelated parties to estimate the fair value of the Company’s Common Stock on the date of grant. Volatility of the underlying common shares was determined based on the historical volatility for similar companies that are actively traded in the public markets for a term consistent with the expected life of the options. The risk-free interest rate used in the calculations is based on the implied yield available on U.S. Treasury issues with an equivalent term approximating the expected life of the options on the date of the grant. Due to the lack of sufficient historical activity, the expected life of the options was estimated using the formula set forth in Securities and Exchange Commission SAB 107. The following table summarizes the status of the Company’s aggregate stock options granted: Number of Weighted Weighted Total Balance, January 1, 2019 566,667 $ 2.33 5.95 Granted 640,000 1.54 9.83 Exercised — — — Cancelled (125,000 ) 3.00 7.00 Balance, December 31, 2019 1,081,667 $ 1.74 7.67 Balance, January 1, 2020 1,081,667 $ 1.74 7.67 Granted — — — Exercised — — — Cancelled — — — Balance, December 31, 2020 1,081,667 $ 1.74 6.67 $ — Exercisable at December 31, 2020 688,332 $ 1.85 5.44 $ 102,667 During the years ended December 31, 2020 and 2019, options for 179,999 and 183,333 shares vested, respectively. As of December 31, 2020, there was $405,449 unrecognized compensation cost related to share-based compensation arrangements that will be recognized over the next two years. |
Commitments and Contingencies
Commitments and Contingencies | 12 Months Ended |
Dec. 31, 2020 | |
Commitments and Contingencies Disclosure [Abstract] | |
Commitments and Contingencies | Note 11: Commitments and Contingencies Officer Indemnification Lease Commitments Royalty The Company is obligated to pay royalties to the United Soybean Board of 10% of the sale of products derived from the soybean genes that were the subject of the research performed by the Contractor or from royalties received by the Company from the sale of products by a third party not to exceed 150% of the total amount paid to the Contractor under this Agreement. The Company has recognized to date grant revenue from the contract of $262,400 as of December 31, 2020, thus limiting any future royalties as of December 31, 2020 to a total of $393,600. The Company has not accrued or paid any royalties under the terms of the Agreement as of and during the years ended December 31, 2020 and 2019 because it has not received any revenue from the sale of products to date. Other Commitments: |
Related Parties and Transaction
Related Parties and Transactions | 12 Months Ended |
Dec. 31, 2020 | |
Related Party Transactions [Abstract] | |
Related Parties and Transactions | Note 12: Related Parties and Transactions Steve B. Warnecke: During the year ended December 31, 2020, Steve Warnecke advanced the Company $27,350 as a short-term loan which was repaid during the year ended December 31, 2020. |
Concentrations
Concentrations | 12 Months Ended |
Dec. 31, 2020 | |
Risks and Uncertainties [Abstract] | |
Concentrations | Note 13: Concentrations Considerations of Credit Risk |
Liquidity and Going Concern
Liquidity and Going Concern | 12 Months Ended |
Dec. 31, 2020 | |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | |
Liquidity and Going Concern | Note 14: Liquidity As of December 31, 2020, the Company had $215,836 in bank accounts and during 2020 used $2,297,317 of cash in operations. The CompanyÂ’s current projections for 2021 requires cash of $1,351,436. These factors raise substantial doubt as to the CompanyÂ’s ability to continue as a going concern. To address these factors, management believes that it will secure additional funding to meet prospective cash requirements. Management believes the CompanyÂ’s existing cash balances along with funding from our agreement with Dole, prospective funding from marketing additional genes and additional contributions from our largest shareholder will provide the necessary liquidity to meet our obligations as they come due over the next year. We expect that the funding from these sources will be more than enough to cover our obligations for the next twelve months. However, if the funding does not arrive, the Company may not be able to meet its obligations as they become due. |
Summary of Significant Accoun_2
Summary of Significant Accounting Policies (Policies) | 12 Months Ended |
Dec. 31, 2020 | |
Accounting Policies [Abstract] | |
Principals of Consolidation | Principals of Consolidation |
Use of Estimates | Use of Estimates These consolidated financial statements have been prepared on the basis of going concern. ManagementÂ’s plans to address the CompanyÂ’s liquidity are discussed further in Note 14. |
Cash | Cash |
Investment | Investment |
Property and Equipment | Property and Equipment |
Long-lived Assets | Long-Lived Assets |
Intangible Assets | Intangible Assets |
Revenue Recognition | Revenue Recognition: |
Income Taxes | Income Taxes Under the Income Tax topic of the ASC, in order to recognize an uncertain tax benefit, the taxpayer must be more likely than not of sustaining the position, and the measurement of the benefit is calculated as the largest amount that is more than 50% likely to be realized upon resolution of the benefit. The Company has no accruals for uncertain tax benefits. |
Stock-Based Compensation | Stock-Based Compensation The CompanyÂ’s accounting policy for equity instruments issued to consultants and vendors in exchange for goods and services received follows the provisions of ASC Topic 718. Accordingly, the measurement date for the fair value of the equity instruments issued is determined at the earlier of (i) the date at which a commitment for performance by the consultant or vendor is reached or (ii) the date at which the consultant or vendorÂ’s performance is complete. In the case of equity instruments issued to consultants, the fair value of the equity instrument is recognized over the term of the consulting agreement. |
Research and Development | Research and Development |
Net Loss Per Common Share | Net Loss Per Common Share |
Fair Value Measurements (Tables
Fair Value Measurements (Tables) | 12 Months Ended |
Dec. 31, 2020 | |
Fair Value Disclosures [Abstract] | |
Schedule of assets and liabilities measured at fair value | The following table presents the Company’s financial assets that were accounted for at fair value on a recurring basis as of December 31, 2019, by level within the fair value hierarchy: Total Quoted Prices in Active Markets for Identical Items Significant Other Observable Inputs Significant Unobservable Inputs Balance at December 31, 2019 Investments $ 41,694 $ 41,694 $ — $ — $ 41,694 $ 41,694 $ — $ — |
Property and Equipment (Tables)
Property and Equipment (Tables) | 12 Months Ended |
Dec. 31, 2020 | |
Property, Plant and Equipment [Abstract] | |
Schedule of property plant and equipment | Property and equipment is comprised of the following: December 31, December 31, 2020 2019 Equipment $ 432,499 $ 432,499 Software 63,179 63,179 Furniture and fixtures 7,987 7,987 503,665 503,665 Accumulated depreciation (452,902 ) (414,783 ) Property and equipment, net $ 50,763 $ 88,882 |
Intangible Assets (Tables)
Intangible Assets (Tables) | 12 Months Ended |
Dec. 31, 2020 | |
Goodwill and Intangible Assets Disclosure [Abstract] | |
Schedule of Intangible Assets | Intangible assets are comprised of the following: December 31, December 31, 2020 2019 Acquired research in progress $ 4,016,596 $ 4,016,596 Patents 52,045 52,045 Accumulated amortization (404,298 ) (33,049 ) Intangible assets, net $ 3,664,343 $ 4,035,592 |
Intangible Assets Amortization | The Company expects to recognize amortization expense related to its acquired research in progress and patents according to the following: Year Ending Amortization December 31, 2021 $ 1,006,751 December 31, 2022 1,006,751 December 31, 2023 1,006,751 December 31, 2024 638,105 December 31, 2025 2,602 Thereafter 3,383 Total $ 3,664,343 |
Income Taxes (Tables)
Income Taxes (Tables) | 12 Months Ended |
Dec. 31, 2020 | |
Income Tax Disclosure [Abstract] | |
Schedule of income tax expense from continuing operations | Income tax expense from continuing operations consists of the following: December 31, December 31, 2020 2019 Current income tax expense/(benefit) Federal — — State — — Total current income tax expense/(benefit) — — Deferred income tax expense/(benefit) Federal (840,812 ) 27,096 State (146,541 ) 4,811 Total deferred tax expense/(benefit) (987,353 ) 31,907 Total income tax expense/(benefit) (987,353 ) 31,907 |
Schedule of income tax rate reconciliation | Items accounting for the differences between income taxes at statutory income tax rates and the actual effective rate are as follows: Year Ended December 31, 2020 2019 Federal Statutory Rate 21.00 % 21.00 % Effective State Rate 3.66 % 3.66 % Incentive Stock Options -2.01 % -1.81 % PPP Forgiveness 0.68 % 0.00 % Officers Life Insurance -0.01 % -0.04 % Meals And Entertainment 0.00 % -0.01 % Organizational Costs 0.00 % 0.00 % R&D Credit 0.91 % 4.61 % Change In Valuation Allowance 11.57 % -25.96 % Prior Year Adjustments 0.91 % -4.09 % Other -0.14 % -1.55 % Effective Rate 36.57 % -4.19 % |
Schedule of deferred tax assets and liabilities | The components of deferred income tax assets and liabilities were as follows: December 31, December 31, 2020 2019 Deferred tax assets Loss carryforwards 2,585,042 1,933,118 Marketable securities — 121,212 Non-qualified stock options — — R&D Credits 378,524 329,186 Less valuation allowance (2,060,283 ) (2,372,656 ) Deferred tax assets 903,283 10,860 Deferred tax liabilities Depreciation/amortization (6,087 ) (10,860 ) Intangible assets (897,196 ) (987,353 ) Deferred tax liabilities (903,283 ) (998,213 ) Totals — (987,353 ) |
Stockholders' Equity and Warr_2
Stockholders' Equity and Warrants (Tables) | 12 Months Ended |
Dec. 31, 2020 | |
Equity [Abstract] | |
Summary of Warrants Activity | The following table summarizes the status of the Company’s aggregate warrants outstanding: Number of Weighted Average Weighted Balance, January 1, 2019 110,884 $ 6.60 1.87 Granted — — — Exercised — — — Expired — — — Balance, December 31, 2019 110,884 $ 6.60 0.87 Granted — — — Exercised — — — Expired (110,884 ) 6.60 — Balance, December 31, 2020 — $ — |
Stock-Based Compensation (Table
Stock-Based Compensation (Tables) | 12 Months Ended |
Dec. 31, 2020 | |
Share-based Payment Arrangement [Abstract] | |
Schedule of Stock Option Activity | The following table summarizes the status of the Company’s aggregate stock options granted: Number of Weighted Weighted Total Balance, January 1, 2019 566,667 $ 2.33 5.95 Granted 640,000 1.54 9.83 Exercised — — — Cancelled (125,000 ) 3.00 7.00 Balance, December 31, 2019 1,081,667 $ 1.74 7.67 Balance, January 1, 2020 1,081,667 $ 1.74 7.67 Granted — — — Exercised — — — Cancelled — — — Balance, December 31, 2020 1,081,667 $ 1.74 6.67 $ — Exercisable at December 31, 2020 688,332 $ 1.85 5.44 $ 102,667 |
Business Activity (Details)
Business Activity (Details) | 12 Months Ended |
Dec. 31, 2015 | |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | |
Percentage of outstanding stock purchased during reverse merger with Fona, Inc. | 75.16% |
Summary of Significant Accoun_3
Summary of Significant Accounting Policies (Other) (Details) - USD ($) | 12 Months Ended | |
Dec. 31, 2020 | Dec. 31, 2019 | |
Accounting Policies [Abstract] | ||
Asset impairment charges |
Summary of Significant Accoun_4
Summary of Significant Accounting Policies (Property and Equipment) (Details) | 12 Months Ended |
Dec. 31, 2020 | |
Minimum [Member] | |
Property, Plant and Equipment [Line Items] | |
Estimated useful lives of property and equipment | 3 years |
Maximum [Member] | |
Property, Plant and Equipment [Line Items] | |
Estimated useful lives of property and equipment | 7 years |
Summary of Significant Accoun_5
Summary of Significant Accounting Policies (Intangilbe Assets) (Details) - USD ($) | 12 Months Ended | |
Dec. 31, 2020 | Dec. 31, 2019 | |
Acquired Finite-Lived Intangible Assets [Line Items] | ||
Impairment of intangible assets | ||
Patents [Member] | ||
Acquired Finite-Lived Intangible Assets [Line Items] | ||
Intangible assets useful lives | 20 years |
Summary of Significant Accoun_6
Summary of Significant Accounting Policies (Net Loss Per Common Share) (Details) - shares | 12 Months Ended | |
Dec. 31, 2020 | Dec. 31, 2019 | |
Convertible Preferred Stock [Member] | ||
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | ||
Antidilutive shares excluded from earnings per share calculation | 679,923 | |
Stock Options [Member] | ||
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | ||
Antidilutive shares excluded from earnings per share calculation | 1,081,667 | 1,081,667 |
Common Stock and Warrants [Member] | ||
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | ||
Antidilutive shares excluded from earnings per share calculation | 110,884 | |
Series A-1 Convertible Preferred Stock [Member] | ||
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | ||
Antidilutive shares excluded from earnings per share calculation | 577,063 | |
Series A-2 Convertible Preferred Stock [Member] | ||
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | ||
Antidilutive shares excluded from earnings per share calculation | 102,860 |
Fair Value Measurements (Detail
Fair Value Measurements (Details) - USD ($) | 12 Months Ended | |
Dec. 31, 2020 | Dec. 31, 2019 | |
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Investments | $ 41,694 | |
Total | 41,694 | |
Gain on investments | $ 105,919 | 13,494 |
Quoted Prices in Active Markets for Identical Items (Level 1) [Member] | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Investments | 41,694 | |
Total | 41,694 | |
Significant Other Observable Inputs (Level 2) [Member] | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Investments | ||
Total | ||
Significant Unobservable Inputs (Level 3) [Member] | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Investments | ||
Total |
Property and Equipment (Details
Property and Equipment (Details) - USD ($) | 12 Months Ended | |
Dec. 31, 2020 | Dec. 31, 2019 | |
Property, Plant and Equipment [Line Items] | ||
Property and equipment, gross | $ 503,665 | $ 503,665 |
Accumulated depreciation | (452,902) | (414,783) |
Property and equipment, net | 50,763 | 88,882 |
Depreciation expense | 38,119 | 38,119 |
Equipment [Member] | ||
Property, Plant and Equipment [Line Items] | ||
Property and equipment, gross | 432,499 | 432,499 |
Software [Member] | ||
Property, Plant and Equipment [Line Items] | ||
Property and equipment, gross | 63,179 | 63,179 |
Furniture and fixtures [Member] | ||
Property, Plant and Equipment [Line Items] | ||
Property and equipment, gross | $ 7,987 | $ 7,987 |
Intangible Assets (Details)
Intangible Assets (Details) - USD ($) | 12 Months Ended | |
Dec. 31, 2020 | Dec. 31, 2019 | |
Finite-Lived Intangible Assets [Line Items] | ||
Intangible assets, accumulated amortization | $ (404,298) | $ (33,049) |
Intangible assets, net | 3,664,343 | 4,035,592 |
Amortization expense | 371,248 | 2,602 |
December 31, 2021 | 1,006,751 | |
December 31, 2022 | 1,006,751 | |
December 31, 2023 | 1,006,751 | |
December 31, 2024 | 638,105 | |
December 31, 2025 | 2,602 | |
Thereafter | 3,383 | |
Total | 3,664,343 | 4,035,592 |
Acquired research in progress [Member] | ||
Finite-Lived Intangible Assets [Line Items] | ||
Intangible assets, gross | 4,016,596 | 4,016,596 |
Additional expected costs to complete research | 65,000 | |
Patents [Member] | ||
Finite-Lived Intangible Assets [Line Items] | ||
Intangible assets, gross | $ 52,045 | $ 52,045 |
Income Taxes (Narrative) (Detai
Income Taxes (Narrative) (Details) - USD ($) | 12 Months Ended | |
Dec. 31, 2020 | Dec. 31, 2019 | |
Operating Loss Carryforwards [Line Items] | ||
Future federal statutory tax rate | 21.00% | 21.00% |
Increase (decrease) in Valuation Allowance | $ (312,000) | $ 198,000 |
Estimated NOL Carry-forward | 10,483,000 | $ 7,839,000 |
R&D credits | $ 379,000 | |
Maximum [Member] | ||
Operating Loss Carryforwards [Line Items] | ||
NOL and tax credit expiration dates | Dec. 31, 2037 |
Income Taxes (Schedule of Incom
Income Taxes (Schedule of Income Tax Expense) (Details) - USD ($) | 12 Months Ended | |
Dec. 31, 2020 | Dec. 31, 2019 | |
Current income tax expense/(benefit) | ||
Federal | ||
State | ||
Total current income tax expense/(benefit) | ||
Deferred income tax expense/(benefit) | ||
Federal | (840,812) | 27,096 |
State | (146,541) | 4,811 |
Total deferred tax expense/(benefit) | (987,353) | 31,907 |
Total income tax expense/(benefit) | $ (987,353) | $ 31,907 |
Income Taxes (Income Tax Reconc
Income Taxes (Income Tax Reconciliation) (Details) | 12 Months Ended | |
Dec. 31, 2020 | Dec. 31, 2019 | |
Income Tax Disclosure [Abstract] | ||
Federal Statutory Rate | 21.00% | 21.00% |
Effective State Rate | 3.66% | 3.66% |
Incentive Stock Options | (2.01%) | (1.81%) |
PPP Forgiveness | 0.68% | 0.00% |
Officers Life Insurance | (0.01%) | (0.04%) |
Meals And Entertainment | (0.00%) | (0.01%) |
Organizational Costs | 0.00% | 0.00% |
R&D Credit | 0.91% | 4.61% |
Change In Valuation Allowance | 11.57% | (25.96%) |
Prior Year Adjustments | 0.91% | (4.09%) |
Other | (0.14%) | (1.55%) |
Effective Rate | 36.57% | (4.19%) |
Income Taxes (Schedule of Defer
Income Taxes (Schedule of Deferred Tax Assets and Liabilities) (Details) - USD ($) | Dec. 31, 2020 | Dec. 31, 2019 |
Deferred tax assets | ||
Loss carryforwards | $ 2,585,042 | $ 1,933,118 |
Marketable securities | 121,212 | |
Non-qualified stock options | ||
R&D Credits | 378,524 | 329,186 |
Less valuation allowance | (2,060,283) | (2,372,656) |
Deferred tax assets | 903,283 | 10,860 |
Deferred tax liabilities | ||
Depreciation/amortization | (6,087) | (10,860) |
Intangible assets | (897,196) | (987,353) |
Deferred tax liabilities | (903,283) | (998,213) |
Totals | $ (987,353) |
Notes Payable (Details)
Notes Payable (Details) - USD ($) | Jun. 05, 2020 | Apr. 17, 2020 | Dec. 31, 2020 | Dec. 31, 2019 | Sep. 18, 2020 | Aug. 19, 2020 |
Proceeds | $ 2,095,831 | |||||
SBA Paycheck Protection Program [Member[ | ||||||
Proceeds | $ 71,268 | |||||
Economic Injury Disaster Loan [Member[ | ||||||
Proceeds | $ 3,000 | |||||
DCA with Dole Food Company [Member[ | ||||||
Payment upon execution | $ 800,000 | |||||
Payment twelve month anniversary | 800,000 | |||||
Payment thirty six month anniversary | 250,000 | |||||
Payment forty eight month anniversary | 250,000 | |||||
Reimbursement of costs | 2,200,000 | |||||
Expected field trial costs | 750,000 | |||||
Notes payable for Dole funding | $ 5,050,000 | |||||
Research Agreement University of Wisconsin Madison [Member[ | ||||||
Expected payments University of Wisconsin-Madison | $ 2,159,719 | |||||
EIDL Program [Member] | ||||||
Proceeds | 150,000 | |||||
Monthly payment | $ 731 | |||||
Interest rate | 3.75% | |||||
Accrued interest | $ 2,261 |
Stockholders' Equity and Warr_3
Stockholders' Equity and Warrants (Narrative) (Details) - USD ($) | 12 Months Ended | |||
Dec. 31, 2020 | May 01, 2020 | Dec. 31, 2019 | Oct. 19, 2015 | |
Class of Stock [Line Items] | ||||
Capital stock, authorized shares | 800,000,000 | |||
Common stock, authorized shares | 780,000,000 | 780,000,000 | 780,000,000 | |
Common stock, par value | $ 0.001 | $ 0.001 | $ 0.001 | |
Preferred stock, authorized shares | 20,000,000 | 20,000,000 | 20,000,000 | |
Preferred stock, par value | $ 0.001 | $ 0.001 | $ 0.001 | |
Dividends accrued | $ 1,236,228 | |||
Series A-1 Convertible Preferred Stock [Member] | ||||
Class of Stock [Line Items] | ||||
Preferred stock, authorized shares | 600,000 | |||
Preferred stock, par value | $ 0.001 | |||
Dividend rate | 8.00% | |||
Series A-2 Convertible Preferred Stock [Member] | ||||
Class of Stock [Line Items] | ||||
Preferred stock, authorized shares | 200,000 | |||
Dividend rate | 8.00% | |||
Series A-1 Convertible Preferred Stock [Member] | ||||
Class of Stock [Line Items] | ||||
Preferred stock, authorized shares | 600,000 | 600,000 | ||
Preferred stock, par value | $ 0.001 | $ 0.001 | ||
Stated per share value of preferred stock | $ 5.25 | $ 5.25 | ||
Series A-2 Convertible Preferred Stock [Member] | ||||
Class of Stock [Line Items] | ||||
Preferred stock, authorized shares | 200,000 | 200,000 | ||
Preferred stock, par value | $ 0.001 | $ 0.001 | ||
Stated per share value of preferred stock | $ 5.25 | $ 5.25 |
Stockholders' Equity and Warr_4
Stockholders' Equity and Warrants (Summary of Warrants Activity) (Details) - $ / shares | 12 Months Ended | ||
Dec. 31, 2020 | Dec. 31, 2019 | Dec. 31, 2018 | |
Number of Warrants | |||
Warrants outstanding at beginning of period | 110,884 | 110,884 | |
Granted | |||
Exercised | |||
Expired | (110,884) | ||
Warrants outstanding at end of period | 110,884 | 110,884 | |
Weighted Average Exercise Price | |||
Warrants outstanding at beginning of period | $ 6.60 | $ 6.60 | |
Granted | |||
Exercised | |||
Expired | $ 6.60 | ||
Warrants outstanding at end of period | $ 6.60 | $ 6.60 | |
Weighted Average Remaining Term (Years) | 10 months 14 days | 1 year 10 months 14 days |
Stock-Based Compensation (Narra
Stock-Based Compensation (Narrative) (Details) - USD ($) | 12 Months Ended | |
Dec. 31, 2020 | Dec. 31, 2019 | |
Share-based Payment Arrangement [Abstract] | ||
Number of shares reserved for issuance under 2015 Stock Incentive Plan | 1,400,000 | |
Expiration period for stock options | 10 years | |
Compensation costs for incentive stock options | $ 219,718 | $ 55,828 |
Stock options granted during period | 640,000 | |
Number of shares vested during the period | 179,999 | 183,333 |
Unrecognized compensation cost related to share-based compensation arrangements | $ 405,449 | |
Unrecognized compensation cost related to share-based compensation arrangements recognition period | 2 years |
Stock-Based Compensation (Summa
Stock-Based Compensation (Summary of Stock Options Activity) (Details) - USD ($) | 12 Months Ended | ||
Dec. 31, 2020 | Dec. 31, 2019 | Dec. 31, 2018 | |
Number of Options | |||
Balance, beginning | 1,081,667 | 566,667 | |
Granted | 640,000 | ||
Exercised | |||
Cancelled | (125,000) | ||
Balance, ending | 1,081,667 | 1,081,667 | 566,667 |
Exercisable | 688,332 | ||
Outstanding, intrinsic value | |||
Exercisable, intrinsic value | $ 102,667 | ||
Weighted Average Exercise Price | |||
Balance, beginning | $ 1.74 | $ 2.33 | |
Granted | 1.54 | ||
Exercised | |||
Cancelled | 3 | ||
Balance, ending | 1.74 | $ 1.74 | $ 2.33 |
Exercisable | $ 1.85 | ||
Outstanding, contractual term | 6 years 8 months 2 days | 7 years 8 months 2 days | 5 years 11 months 12 days |
Exercisable, contractual term | 5 years 5 months 9 days | ||
Granted, contractual term | 9 years 9 months 29 days | ||
Cancelled, contractual term | 7 years |
Commitments and Contingencies (
Commitments and Contingencies (Details) - USD ($) | 12 Months Ended | ||
Dec. 31, 2020 | Dec. 31, 2019 | Sep. 18, 2020 | |
Monthly rent payment | $ 2,378 | ||
Rent expense | 28,535 | $ 28,535 | |
Total amount of grant revenue recognized to date | 262,400 | ||
Total possible future royalties owed | $ 393,600 | ||
Research Agreement University of Wisconsin Madison [Member[ | |||
Expected payments University of Wisconsin-Madison | $ 2,159,719 |
Related Parties and Transacti_2
Related Parties and Transactions (Details) - Chief Executive Officer [Member] | Dec. 31, 2020shares |
Related Party Transaction [Line Items] | |
Number of common stock shares outstanding owned by related party | 1,902,088 |
Percentage of common stock shares outstanding owned by related party | 29.45% |
Liquidity and Going Concern (De
Liquidity and Going Concern (Details) - USD ($) | 12 Months Ended | ||
Dec. 31, 2020 | Dec. 31, 2019 | Dec. 31, 2018 | |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | |||
Cash | $ 215,836 | $ 45,441 | $ 131,406 |
Forecasted amount of cash used for operating expenses | 1,351,436 | ||
Net cash used in operating activities | $ (2,297,317) | $ (625,980) |