Document and Entity Information
Document and Entity Information | 3 Months Ended |
Mar. 31, 2021shares | |
Document And Entity Information [Abstract] | |
Entity Registrant Name | EVOLUTIONARY GENOMICS, INC. |
Entity Central Index Key | 0000884363 |
Document Type | 10-Q |
Document Period End Date | Mar. 31, 2021 |
Amendment Flag | false |
Current Fiscal Year End Date | --12-31 |
Entity Filer Category | Non-accelerated Filer |
Entity Small Business | true |
Entity Emerging Growth Company | false |
Entity Shell Company | false |
Entity Common Stock, Shares Outstanding | 5,881,898 |
Document Fiscal Period Focus | Q1 |
Document Fiscal Year Focus | 2021 |
Entity Current Reporting Status | Yes |
Entity Interactive Data Current | Yes |
Entity Incorporation State Country Name | NV |
Entity File Number | 000-54129 |
Condensed and Consolidated Bala
Condensed and Consolidated Balance Sheets (Unaudited) - USD ($) | Mar. 31, 2021 | Dec. 31, 2020 |
Current assets | ||
Cash | $ 97,558 | $ 215,836 |
Prepaid expenses | 58,292 | 61,757 |
Total current assets | 155,850 | 277,593 |
Non-current assets | ||
Property and equipment, net | 42,747 | 50,763 |
Intangible assets, net | 3,412,656 | 3,664,343 |
Total non-current assets | 3,455,403 | 3,715,106 |
Total assets | 3,611,253 | 3,992,699 |
Current liabilities | ||
Accounts payable and accrued expenses | 4,135 | 3,164 |
Total current liabilities | 4,135 | 3,164 |
Long-term liabilities | ||
Notes payable | 2,322,226 | 2,245,831 |
Total liabilities | 2,326,361 | 2,248,995 |
Total preferred stock subject to possible redemption | 3,569,594 | 3,569,594 |
Stockholders' deficit | ||
Preferred Stock | 1,307,620 | 1,236,228 |
Common Stock, $0.001 par value; 780,000,000 shares authorized, 5,881,898 shares issued and outstanding at March 31, 2021 and December 31, 2020 | 5,882 | 5,882 |
Additional paid-in capital | 11,999,090 | 12,015,552 |
Accumulated deficit | (15,597,294) | (15,083,552) |
Total stockholders' deficit | (2,284,702) | (1,825,890) |
Total liabilities and stockholders' deficit | 3,611,253 | 3,992,699 |
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 |
Condensed and Consolidated Ba_2
Condensed and Consolidated Balance Sheets (Unaudited) (Parenthetical) - USD ($) | Mar. 31, 2021 | Dec. 31, 2020 |
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 | $ 4,272,380 | |
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 | $ 622,457 |
Condensed and Consolidated Stat
Condensed and Consolidated Statements of Operations (Unaudited) - USD ($) | 3 Months Ended | |
Mar. 31, 2021 | Mar. 31, 2020 | |
Income Statement [Abstract] | ||
Grant revenue | $ 0 | $ 12,500 |
Operating expenses | ||
Research and development | 96,815 | 93,222 |
Salaries and benefits | 92,430 | 92,430 |
General and administrative | 324,605 | 56,665 |
Total operating expenses | 513,850 | 242,317 |
Operating loss | (513,850) | (229,817) |
Other income (expenses): | ||
Investment income | 108 | 1 |
Unrealized loss on investments | 0 | (12,000) |
Total other income (expenses) | 108 | (11,999) |
Loss before income taxes | (513,742) | (241,816) |
Income taxes | 0 | 0 |
Net loss | (513,742) | (241,816) |
Preferred stock dividend | (71,392) | (71,391) |
Net loss attributable to common stockholders | $ (585,134) | $ (313,207) |
Net loss per common share, basic and diluted | $ (0.10) | $ (0.05) |
Weighted average common shares outstanding, basic and diluted | 5,881,898 | 5,881,898 |
Condensed and Consolidated St_2
Condensed and Consolidated Statement of Stockholders' Deficit (Unaudited) - USD ($) | Common Stock | Preferred Dividend | Additional Paid-In Capital [Member] | Accumulated Deficit [Member] | Total |
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 | ||||
Stock compensation | 54,930 | 54,930 | |||
Preferred stock dividends | 71,391 | (71,391) | |||
Net 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, 2020 | $ 5,882 | 1,236,228 | 12,015,552 | (15,083,552) | (1,825,890) |
Balance, shares at Dec. 31, 2020 | 5,881,898 | ||||
Stock compensation | 54,930 | 54,930 | |||
Preferred stock dividends | 71,392 | (71,392) | |||
Net loss | (513,742) | (513,742) | |||
Balance at Mar. 31, 2021 | $ 5,882 | $ 1,307,620 | $ 11,999,090 | $ (15,597,294) | $ (2,284,702) |
Balance, shares at Mar. 31, 2021 | 5,881,898 |
Condensed and Consolidated St_3
Condensed and Consolidated Statements of Cash Flows (Unaudited) - USD ($) | 3 Months Ended | |
Mar. 31, 2021 | Mar. 31, 2020 | |
Cash flows from operating activities: | ||
Net loss | $ (513,742) | $ (241,816) |
Adjustments to reconcile net loss to net cash flows from operating activities | ||
Depreciation and amortization | 259,703 | 10,180 |
Stock-based compensation | 54,930 | 54,930 |
Unrealized loss on investments | 0 | 12,000 |
Changes in operating assets and liabilities: | ||
Accounts receivable | 0 | 6,845 |
Prepaid expenses | 3,465 | 8,913 |
Accounts payable and accrued expenses | 971 | 114,160 |
Cash flows from operating activities | (194,673) | (34,788) |
Cash flows from investing activities: | ||
Cash flows from investing activities | 0 | 0 |
Cash flows from financing activities: | ||
Proceeds from issuance of notes payable | 76,395 | 0 |
Cash flows from financing activities | 76,395 | 0 |
Net change in cash | (118,278) | (34,788) |
Cash, beginning of period | 215,836 | 45,441 |
Cash, end of period | 97,558 | 10,653 |
Supplemental cash flow information | ||
Preferred stock dividend accrual | $ 71,392 | $ 71,391 |
Business Activity
Business Activity | 3 Months Ended |
Mar. 31, 2021 | |
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. In the past, the Company performed research on behalf of governmental organizations, non-profit foundations and commercial entities and received revenue from grants and commercial research contracts. We have not received any revenue from these grant arrangements since early 2020. The Company now focuses on research projects that may lead to long-term licensing arrangements with agricultural seed companies and crop producers as with our soybean and banana projects. These projects take several years to develop, and successful commercialization may take many years to produce license royalty payments. Our banana project, in cooperation with Dole Food Company is an example that has resulted in notes payable funding for the development phase of our banana genes and may result in a long-term royalty bearing license once the development phase is complete. 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 | 3 Months Ended |
Mar. 31, 2021 | |
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. Management’s plans to address the Company’s liquidity are discussed further in Note 13. Cash 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 Company’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 vendor’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 | 3 Months Ended |
Mar. 31, 2021 | |
Accounting Changes and Error Corrections [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 | 3 Months Ended |
Mar. 31, 2021 | |
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. The carrying value of financial instruments, including cash, receivables, accounts payable, and accrued expenses, approximates their fair value at March 31, 2021 and December 31, 2020, due to the relatively short-term nature of these instruments. |
Property and Equipment
Property and Equipment | 3 Months Ended |
Mar. 31, 2021 | |
Property, Plant and Equipment [Abstract] | |
Property and Equipment | Note 5: Property and Equipment Property and equipment is comprised of the following: March 31, December 31, 2021 2020 Equipment $ 432,499 $ 432,499 Software 63,179 63,179 Furniture and fixtures 7,987 7,987 503,665 503,665 Accumulated depreciation (460,918 ) (452,902 ) Property and equipment, net $ 42,747 $ 50,763 Depreciation expense for the three months ended March 31, 2021 and 2020 was $8,016 and $9,529, respectively. |
Intangible Assets
Intangible Assets | 3 Months Ended |
Mar. 31, 2021 | |
Goodwill and Intangible Assets Disclosure [Abstract] | |
Intangible Assets | Note 6: Intangible Assets Intangible assets are comprised of the following: March 31, December 31, 2021 2020 Acquired research in progress - definite lived $ 4,016,596 $ 4,016,596 Patents 52,045 52,045 Accumulated amortization (655,985 ) (404,298 ) Intangible assets, net $ 3,412,656 $ 3,664,343 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 $ 755,064 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 $ 3,412,656 Amortization expense for the acquired research in progress and patents during the three months ended March 31, 2021 and 2020 was $251,687 and $651, 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 Company’s control. |
Notes Payable
Notes Payable | 3 Months Ended |
Mar. 31, 2021 | |
Debt Disclosure [Abstract] | |
Notes Payable | Note 7: Notes Payable Small Business Administration (“SBA”) Paycheck Protection Program (“PPP”): 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 (August 19, 2021), $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. The agreement with UW 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 approximately $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 | 3 Months Ended |
Mar. 31, 2021 | |
Equity [Abstract] | |
Stockholders' Equity and Warrants | Note 8: 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 |
Stock-Based Compensation
Stock-Based Compensation | 3 Months Ended |
Mar. 31, 2021 | |
Share-based Payment Arrangement [Abstract] | |
Stock-Based Compensation | Note 9: 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 three months ended March 31, 2021 and 2020, the Company recorded compensation costs for stock options of $54,930. 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 three months ended March 31, 2021 and 2020. 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 Options Weighted Average Exercise Price Weighted Average Remaining Term(Years) Total Intrinsic Value 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 Balance, January 1, 2021 1,081,667 $ 1.74 6.67 Granted — — — Exercised — — — Cancelled — — — Balance, March 31, 2021 1,081,667 $ 1.74 6.42 $ — Exercisable at March 31, 2021 688,332 $ 1.85 5.19 $ 65,333 During the three months ended March 31, 2021 and 2020, options for 0 and 0 shares vested, respectively. As of March 31, 2021 there was $350,520 of unrecognized compensation cost related to share-based compensation arrangements that will be recognized through the year ending December 31, 2022. |
Commitments and Contingencies
Commitments and Contingencies | 3 Months Ended |
Mar. 31, 2021 | |
Commitments and Contingencies Disclosure [Abstract] | |
Commitments and Contingencies | Note 10: 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 March 31, 2021, thus limiting any future royalties as of March 31, 2021 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 three months ended March 31, 2021 because it has not received any revenue from the sale of products to date. Other Commitments: |
Related Parties and Transaction
Related Parties and Transactions | 3 Months Ended |
Mar. 31, 2021 | |
Related Party Transactions [Abstract] | |
Related Parties and Transactions | Note 11: Related Parties and Transactions Steve B. Warnecke: |
Concentrations
Concentrations | 3 Months Ended |
Mar. 31, 2021 | |
Risks and Uncertainties [Abstract] | |
Concentrations | Note 12: Concentrations Considerations of Credit Risk |
Liquidity
Liquidity | 3 Months Ended |
Mar. 31, 2021 | |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | |
Liquidity and Going Concern | Note 13: Liquidity As of March 31, 2021, the Company had $97,558 in bank accounts. The Company’s current projections for cash required in operations over the twelve months ending March 31, 2022 is $1,323,669. This raises substantial doubt as to the Company’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 Company’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) | 3 Months Ended |
Mar. 31, 2021 | |
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. Management’s plans to address the Company’s liquidity are discussed further in Note 13. |
Cash | Cash |
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 Company’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 vendor’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 |
Property and Equipment (Tables)
Property and Equipment (Tables) | 3 Months Ended |
Mar. 31, 2021 | |
Property, Plant and Equipment [Abstract] | |
Schedule of Property and Equipment | Property and equipment is comprised of the following: March 31, December 31, 2021 2020 Equipment $ 432,499 $ 432,499 Software 63,179 63,179 Furniture and fixtures 7,987 7,987 503,665 503,665 Accumulated depreciation (460,918 ) (452,902 ) Property and equipment, net $ 42,747 $ 50,763 |
Intangible Assets (Tables)
Intangible Assets (Tables) | 3 Months Ended |
Mar. 31, 2021 | |
Goodwill and Intangible Assets Disclosure [Abstract] | |
Schedule of Intangible Assets | Intangible assets are comprised of the following: March 31, December 31, 2021 2020 Acquired research in progress - definite lived $ 4,016,596 $ 4,016,596 Patents 52,045 52,045 Accumulated amortization (655,985 ) (404,298 ) Intangible assets, net $ 3,412,656 $ 3,664,343 |
Schedule of 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 $ 755,064 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 $ 3,412,656 |
Stock-Based Compensation (Table
Stock-Based Compensation (Tables) | 3 Months Ended |
Mar. 31, 2021 | |
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 Options Weighted Average Exercise Price Weighted Average Remaining Term(Years) Total Intrinsic Value 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 Balance, January 1, 2021 1,081,667 $ 1.74 6.67 Granted — — — Exercised — — — Cancelled — — — Balance, March 31, 2021 1,081,667 $ 1.74 6.42 $ — Exercisable at March 31, 2021 688,332 $ 1.85 5.19 $ 65,333 |
Business Activity (Details Narr
Business Activity (Details Narrative) | 3 Months Ended |
Mar. 31, 2021 | |
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 (Details Narrative) - USD ($) | 3 Months Ended | |
Mar. 31, 2021 | Mar. 31, 2020 | |
Asset impairment charges | $ 0 | $ 0 |
Convertible Preferred Stock [Member] | ||
Antidilutive shares excluded from earnings per share calculation | 679,923 | 679,923 |
Stock Options [Member] | ||
Antidilutive shares excluded from earnings per share calculation | 1,081,667 | 1,081,667 |
Common Stock and Warrants [Member] | ||
Antidilutive shares excluded from earnings per share calculation | 110,856 | |
Patents [Member] | ||
Intangible assets useful lives | 20 years | |
Minimum [Member] | ||
Estimated useful lives of property and equipment | 3 years | |
Maximum [Member] | ||
Estimated useful lives of property and equipment | 7 years |
Property and Equipment (Details
Property and Equipment (Details) - USD ($) | Mar. 31, 2021 | Dec. 31, 2020 |
Property, Plant and Equipment [Line Items] | ||
Property and equipment, gross | $ 503,665 | $ 503,665 |
Accumulated depreciation | (460,918) | (452,902) |
Property and equipment, net | 42,747 | 50,763 |
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 |
Property and Equipment (Detai_2
Property and Equipment (Details Narrative) - USD ($) | 3 Months Ended | |
Mar. 31, 2021 | Mar. 31, 2020 | |
Property, Plant and Equipment [Abstract] | ||
Depreciation expense | $ 8,016 | $ 9,529 |
Intangible Assets (Details)
Intangible Assets (Details) - USD ($) | Mar. 31, 2021 | Dec. 31, 2020 |
Finite-Lived Intangible Assets [Line Items] | ||
Intangible assets, accumulated amortization | $ (655,985) | $ (404,298) |
Intangible assets, net | 3,412,656 | 3,664,343 |
Acquired research in progress [Member] | ||
Finite-Lived Intangible Assets [Line Items] | ||
Intangible assets, gross | 4,016,596 | 4,016,596 |
Patents [Member] | ||
Finite-Lived Intangible Assets [Line Items] | ||
Intangible assets, gross | $ 52,045 | $ 52,045 |
Intangible Assets (Details 1)
Intangible Assets (Details 1) - USD ($) | Mar. 31, 2021 | Dec. 31, 2020 |
Goodwill and Intangible Assets Disclosure [Abstract] | ||
December 31, 2021 | $ 755,064 | |
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 | $ 3,412,656 | $ 3,664,343 |
Intangible Assets (Details Narr
Intangible Assets (Details Narrtive) - USD ($) | 3 Months Ended | |
Mar. 31, 2021 | Mar. 31, 2020 | |
Additional expected costs to complete research | $ 65,000 | |
Patents [Member] | ||
Amortization expense | $ 251,687 | $ 651 |
Notes Payable (Details Narrativ
Notes Payable (Details Narrative) - USD ($) | Jun. 05, 2020 | Feb. 22, 2021 | Mar. 31, 2021 | Mar. 31, 2020 | Sep. 18, 2020 | Aug. 19, 2020 |
Proceeds | $ 76,395 | $ 0 | ||||
SBA Paycheck Protection Program [Member[ | ||||||
Proceeds | $ 76,395 | |||||
Monthly payment | $ 1,793 | |||||
Interest rate | 1.00% | |||||
Economic Injury Disaster Loan [Member[ | ||||||
Proceeds | $ 3,000 | |||||
EIDL Program [Member] | ||||||
Proceeds | 150,000 | |||||
Monthly payment | $ 731 | |||||
Interest rate | 3.75% | |||||
Accrued interest | $ 4,135 | |||||
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 |
Stockholders' Equity and Warr_2
Stockholders' Equity and Warrants (Details Narrative) - USD ($) | 3 Months Ended | |||
Mar. 31, 2021 | Dec. 31, 2020 | May 01, 2020 | 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 | $ .001 | |
Dividends accrued | $ 1,307,620 | |||
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-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 | ||
Series A-2 Convertible Preferred Stock [Member] | ||||
Class of Stock [Line Items] | ||||
Preferred stock, authorized shares | 200,000 | |||
Dividend rate | 8.00% |
Stock-Based Compensation (Summa
Stock-Based Compensation (Summary of Stock Options Activity) (Details) - USD ($) | 3 Months Ended | 12 Months Ended |
Mar. 31, 2021 | Dec. 31, 2020 | |
Number of Options | ||
Balance, beginning | 1,081,667 | 1,081,667 |
Granted | ||
Exercised | ||
Cancelled | ||
Balance, ending | 1,081,667 | 1,081,667 |
Exercisable | 688,332 | |
Weighted Average Exercise Price | ||
Balance, beginning | $ 1.74 | $ 1.74 |
Granted | ||
Exercised | ||
Cancelled | ||
Balance, ending | 1.74 | $ 1.74 |
Exercisable | $ 1.85 | |
Weighted Average Remaining Term(Years) | ||
Outstanding beginning, contractual term | 6 years 8 months 2 days | 7 years 8 months 2 days |
Outstanding ending, contractual term | 6 years 5 months 1 day | 6 years 8 months 2 days |
Exercisable, contractual term | 5 years 2 months 8 days | |
Total Intrinsic Value | ||
Outstanding, intrinsic value | $ 0 | |
Exercisable, intrinsic value | $ 65,333 |
Stock-Based Compensation (Detai
Stock-Based Compensation (Details Narrative) - USD ($) | 3 Months Ended | |
Mar. 31, 2021 | Mar. 31, 2020 | |
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 | $ 54,930 | $ 54,930 |
Stock options granted during period | 0 | 0 |
Number of shares vested during the period | 0 | 0 |
Unrecognized compensation cost related to share-based compensation arrangements | $ 350,520 |
Commitments and Contingencies (
Commitments and Contingencies (Details Narrative) - USD ($) | 1 Months Ended | 3 Months Ended | |
Sep. 18, 2020 | Mar. 31, 2021 | Mar. 31, 2020 | |
Monthly rent payment | $ 2,378 | ||
Rent expense | 7,134 | $ 7,134 | |
Total amount of grant revenue recognized to date | 262,400 | ||
Total possible future royalties owed | $ 393,600 | ||
Standard Research Agreement | |||
Payments for royalties | $ 2,159,719 | ||
Term | 2 years |
Related Parties and Transacti_2
Related Parties and Transactions (Details Narrative) - Chief Executive Officer [Member] | Mar. 31, 2021shares |
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 (Details Narrative)
Liquidity (Details Narrative) - USD ($) | Mar. 31, 2021 | Dec. 31, 2020 | Mar. 31, 2020 | Dec. 31, 2019 |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | ||||
Cash | $ 97,558 | $ 215,836 | $ 10,653 | $ 45,441 |
Working Capital | $ 1,323,669 |