Cover
Cover - USD ($) | 12 Months Ended | ||
Dec. 31, 2021 | Feb. 17, 2022 | Jun. 30, 2021 | |
Cover [Abstract] | |||
Document Type | 10-K | ||
Amendment Flag | false | ||
Document Annual Report | true | ||
Document Transition Report | false | ||
Document Period End Date | Dec. 31, 2021 | ||
Document Fiscal Period Focus | FY | ||
Document Fiscal Year Focus | 2021 | ||
Current Fiscal Year End Date | --12-31 | ||
Entity File Number | 000-54129 | ||
Entity Registrant Name | Evolutionary Genomics, Inc. | ||
Entity Central Index Key | 0000884363 | ||
Entity Tax Identification Number | 26-4369698 | ||
Entity Incorporation, State or Country Code | NV | ||
Entity Address, Address Line One | 4220 Morning Star Drive | ||
Entity Address, City or Town | Castle Rock | ||
Entity Address, State or Province | CO | ||
Entity Address, Postal Zip Code | 80108 | ||
City Area Code | (720) | ||
Local Phone Number | 900-8666 | ||
Entity Well-known Seasoned Issuer | No | ||
Entity Voluntary Filers | No | ||
Entity Current Reporting Status | Yes | ||
Entity Interactive Data Current | Yes | ||
Entity Filer Category | Non-accelerated Filer | ||
Entity Small Business | true | ||
Entity Emerging Growth Company | false | ||
Entity Shell Company | false | ||
Entity Public Float | $ 4,636,289 | ||
Entity Common Stock, Shares Outstanding | 5,881,898 | ||
Auditor Name | Plante & Moran PLLC | ||
Auditor Location | Denver, Colorado | ||
Auditor Firm ID | 166 |
Consolidated Balance Sheets
Consolidated Balance Sheets - USD ($) | Dec. 31, 2021 | Dec. 31, 2020 |
Current assets | ||
Cash | $ 214,009 | $ 215,836 |
Prepaid expenses | 41,792 | 61,757 |
Total current assets | 255,801 | 277,593 |
Non-current assets | ||
Property and equipment, net | 18,698 | 50,763 |
Intangible assets, net | 2,657,592 | 3,664,343 |
Total non-current assets | 2,676,290 | 3,715,106 |
Total assets | 2,932,091 | 3,992,699 |
Current liabilities | ||
Accounts payable and accrued expenses | 18,866 | 3,164 |
Total current liabilities | 18,866 | 3,164 |
Long-term liabilities | ||
Notes payable | 3,743,747 | 2,245,831 |
Total liabilities | 3,762,613 | 2,248,995 |
Total preferred stock subject to possible redemption | 3,569,594 | 3,569,594 |
Stockholders' deficit | ||
Preferred Stock | 1,521,796 | 1,236,228 |
Common Stock, $0.001 par value; 780,000,000 shares authorized, 5,881,898 shares issued and outstanding at December 31, 2021 and 2020 | 5,882 | 5,882 |
Additional paid-in capital | 11,949,702 | 12,015,552 |
Accumulated deficit | (17,877,496) | (15,083,552) |
Total stockholders' deficit | (4,400,116) | (1,825,890) |
Total liabilities and stockholders' deficit | 2,932,091 | 3,992,699 |
Series A-1 Preferred Stock [Member] | ||
Long-term liabilities | ||
Total preferred stock subject to possible redemption | 3,029,579 | 3,029,579 |
Series A-2 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, 2021 | Dec. 31, 2020 |
Preferred stock, par or stated value per share | $ 0.001 | $ 0.001 |
Preferred stock, shares authorized | 20,000,000 | 20,000,000 |
Common stock, par value | $ 0.001 | $ 0.001 |
Common stock, shares authorized | 780,000,000 | 780,000,000 |
Common stock, shares issued | 5,881,898 | 5,881,898 |
Common stock, shares outstanding | 5,881,898 | 5,881,898 |
Series A Preferred Stock [Member] | ||
Preferred stock, par or stated value per share | $ 0.001 | $ 0.001 |
Preferred stock, shares authorized | 600,000 | 600,000 |
Preferred stock, shares issued | 577,063 | 577,063 |
Preferred stock, shares outstanding | 577,063 | 577,063 |
Preferred stock, liquidation preference, value | $ 4,438,687 | |
Series A-2 Preferred Stock [Member] | ||
Preferred stock, par or stated value per share | $ 0.001 | $ 0.001 |
Preferred stock, shares authorized | 200,000 | 200,000 |
Preferred stock, shares issued | 102,860 | 102,860 |
Preferred stock, shares outstanding | 102,860 | 102,860 |
Preferred stock, liquidation preference, value | $ 653,877 |
Consolidated Statements of Oper
Consolidated Statements of Operations - USD ($) | 12 Months Ended | |
Dec. 31, 2021 | Dec. 31, 2020 | |
Income Statement [Abstract] | ||
Grant revenue | $ 12,500 | |
Operating expenses | ||
Research and development | 1,234,215 | 1,793,145 |
Salaries and benefits | 369,920 | 495,518 |
General and administrative | 1,273,808 | 603,632 |
Total operating expenses | 2,877,943 | 2,892,295 |
Operating loss | (2,877,943) | (2,879,795) |
Other income | ||
Investment income | 604 | 372 |
Loan forgiveness | 83,395 | 74,268 |
Gain on investments | 105,919 | |
Total other income | 83,999 | 180,559 |
Loss before income taxes | (2,793,944) | (2,699,236) |
Income tax benefit | 987,353 | |
Net loss | (2,793,944) | (1,711,883) |
Preferred stock dividend | (285,568) | (285,567) |
Net loss attributable to common stockholders | $ (3,079,512) | $ (1,997,450) |
Net loss per common share, basic and diluted | $ (0.52) | $ (0.34) |
Weighted average common shares outstanding, basic and diluted | 5,881,898 | 5,881,898 |
Condensed and Consolidated Stat
Condensed and Consolidated Statement of Stockholders' Deficit - USD ($) | Common Stock [Member] | Preferred Dividend [Member] | Additional Paid-in Capital [Member] | Retained Earnings [Member] | Total |
Beginning balance, value at Dec. 31, 2019 | $ 5,882 | $ 950,661 | $ 12,081,401 | $ (13,371,669) | $ (333,725) |
Beginning balance, shares at Dec. 31, 2019 | 5,881,898 | ||||
Stock compensation | 54,930 | 54,930 | |||
Preferred stock dividends | 71,391 | (71,391) | |||
Net income | (241,816) | (241,816) | |||
Ending balance, value at Mar. 31, 2020 | $ 5,882 | 1,022,052 | 12,064,940 | (13,613,485) | (520,611) |
Ending balance, shares at Mar. 31, 2020 | 5,881,898 | ||||
Stock compensation | 54,929 | 54,929 | |||
Preferred stock dividends | 71,392 | (71,392) | |||
Net income | (294,798) | (294,798) | |||
Ending balance, value at Jun. 30, 2020 | $ 5,882 | 1,093,444 | 12,048,477 | (13,908,283) | (760,480) |
Ending balance, shares at Jun. 30, 2020 | 5,881,898 | ||||
Stock compensation | 54,930 | 54,930 | |||
Preferred stock dividends | 71,392 | (71,392) | |||
Net income | 535,885 | 535,885 | |||
Ending balance, value at Sep. 30, 2020 | $ 5,882 | 1,164,836 | 12,032,015 | (13,372,398) | (169,665) |
Ending balance, shares at Sep. 30, 2020 | 5,881,898 | ||||
Stock compensation | 54,929 | 54,929 | |||
Preferred stock dividends | 71,392 | (71,392) | |||
Net income | (1,711,154) | (1,711,154) | |||
Ending balance, value at Dec. 31, 2020 | $ 5,882 | 1,236,228 | 12,015,552 | (15,083,552) | (1,825,890) |
Ending balance, shares at Dec. 31, 2020 | 5,881,898 | ||||
Stock compensation | 54,930 | 54,930 | |||
Preferred stock dividends | 71,392 | (71,392) | |||
Net income | (513,742) | (513,742) | |||
Ending balance, value at Mar. 31, 2021 | $ 5,882 | 1,307,620 | 11,999,090 | (15,597,294) | (2,284,702) |
Ending balance, shares at Mar. 31, 2021 | 5,881,898 | ||||
Stock compensation | 54,929 | 54,929 | |||
Preferred stock dividends | 71,392 | (71,392) | |||
Net income | (553,701) | (553,701) | |||
Ending balance, value at Jun. 30, 2021 | $ 5,882 | 1,379,012 | 11,982,627 | (16,150,995) | (2,783,474) |
Ending balance, shares at Jun. 30, 2021 | 5,881,898 | ||||
Stock compensation | 54,930 | 54,930 | |||
Preferred stock dividends | 71,392 | (71,392) | |||
Net income | (1,058,657) | (1,058,657) | |||
Ending balance, value at Sep. 30, 2021 | $ 5,882 | 1,450,404 | 11,966,165 | (17,209,652) | (3,787,201) |
Ending balance, shares at Sep. 30, 2021 | 5,881,898 | ||||
Stock compensation | 54,929 | 54,929 | |||
Preferred stock dividends | 71,392 | (71,392) | |||
Net income | (667,844) | (667,844) | |||
Ending balance, value at Dec. 31, 2021 | $ 5,882 | $ 1,521,796 | $ 11,949,702 | $ (17,877,496) | $ (4,400,116) |
Ending balance, shares at Dec. 31, 2021 | 5,881,898 |
Condensed and Consolidated St_2
Condensed and Consolidated Statements of Cash Flows - USD ($) | 12 Months Ended | |
Dec. 31, 2021 | Dec. 31, 2020 | |
Cash flows from operating activities: | ||
Net loss | $ (2,793,944) | $ (1,711,883) |
Adjustments to reconcile net loss to net cash flows from operating activities | ||
Depreciation and amortization | 1,038,816 | 409,368 |
Stock-based compensation | 219,718 | 219,718 |
Unrealized gain on investments | (74,268) | |
PPP loan forgiveness | (83,395) | (105,919) |
Deferred tax benefit | (987,353) | |
Changes in operating assets and liabilities: | ||
Accounts receivable | 6,845 | |
Prepaid expenses | 19,965 | (37,574) |
Accounts payable and accrued expenses | 15,702 | (16,251) |
Cash flows from operating activities | (1,583,138) | (2,297,317) |
Cash flows from investing activities: | ||
Proceeds from sale of investments | 147,613 | |
Cash flows from investing activities | 147,613 | |
Cash flows from financing activities: | ||
Proceeds from issuance of notes payable | 1,447,916 | 2,095,831 |
Proceeds from EIDL and PPP loans | 133,395 | 224,268 |
Cash flows from financing activities | 1,581,311 | 2,320,099 |
Net change in cash | (1,827) | 170,395 |
Cash, beginning of period | 215,836 | 45,441 |
Cash, end of period | 214,009 | 215,836 |
Supplemental cash flow information | ||
Preferred stock dividend accrual | $ 285,568 | $ 285,567 |
Business Activity
Business Activity | 12 Months Ended |
Dec. 31, 2021 | |
Accounting Policies [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 | 12 Months Ended |
Dec. 31, 2021 | |
Organization, Consolidation and Presentation of Financial Statements [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 No 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. Research and Development Net Loss Per Common Share 679,923 1,081,667 |
New Accounting Standards
New Accounting Standards | 12 Months Ended |
Dec. 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. |
Property and Equipment
Property and Equipment | 12 Months Ended |
Dec. 31, 2021 | |
Property, Plant and Equipment [Abstract] | |
Property and Equipment | Note 4: Property and Equipment Property and equipment is comprised of the following: Schedule of Property and Equipment December 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 (484,967 ) (452,902 ) Property and equipment, net $ 18,698 $ 50,763 Depreciation expense for the years ended December 31, 2021 and 2020 was $ 32,065 38,119 |
Intangible Assets
Intangible Assets | 12 Months Ended |
Dec. 31, 2021 | |
Goodwill and Intangible Assets Disclosure [Abstract] | |
Intangible Assets | Note 5: Intangible Assets Intangible assets are comprised of the following: Schedule of Intangible Assets December 31, December 31, 2021 2020 Acquired research in progress - definite lived $ 4,016,596 $ 4,016,596 Patents 52,045 52,045 Accumulated amortization (1,411,049 ) (404,298 ) Intangible assets, net $ 2,657,592 $ 3,664,343 The Company expects to recognize amortization expense related to its acquired research in progress and patents according to the following: Schedule of Intangible Assets Amortization Year Ending Amortization December 31, 2022 $ 1,006,751 December 31, 2023 1,006,751 December 31, 2024 638,105 December 31, 2025 2,602 December 31, 2026 2,602 Thereafter 781 Total $ 2,657,592 1,006,751 371,248 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, the Company placed this asset in service on August 19, 2020. Additional costs to complete the soybean research are expected to be approximately $ 33,000 |
Income Taxes
Income Taxes | 12 Months Ended |
Dec. 31, 2021 | |
Income Tax Disclosure [Abstract] | |
Income Taxes | Note 6: Income Taxes The Company’s income tax benefit consists of the following for the years ended December 31, 2021 and 2020: Schedule of income tax expense from continuing operations 2021 2020 Current income tax benefit: $ — $ — U.S. Federal — — U.S. States — — Total current income tax benefit — — Deferred income tax benefit: U.S. Federal — 840,812 U.S. States — 146,541 Total deferred income tax benefit — 987,353 Total income tax benefit $ — $ 987,353 For the years ended December 31, 2021 and 2020, the reconciliation between the income tax benefit computed by applying the statutory U.S. federal income tax rate of 21.0 Schedule of income tax rate reconciliation 2021 2020 Income tax benefit at statutory U.S. federal rate $ 586,728 $ 566,840 Income tax benefit attributable to U.S. states 99,325 98,792 Research and development credits 137,728 49,338 Non-taxable forgiveness of PPP and EIDL loans 20,478 18,314 Non-deductible expenses (300 ) (334 ) Stock- based compensation (53,952 ) (54,182 ) Other (15,182 ) (3,790 ) Change in valuation allowance (774,825 ) 312,373 Total income tax expense $ — $ 987,351 As of December 31, 2021 and 2020, the components of deferred income tax assets and liabilities were as follows: Schedule of deferred tax assets and liabilities 2021 2020 Deferred income tax assets: Net operating loss carryforwards $ 2,876,543 $ 2,585,042 Research and development credits 515,982 378,524 Long-term capital loss carryforward 94,728 — Valuation allowance for deferred income tax assets (2,835,108 ) (2,060,283 ) Net deferred income tax assets 652,145 903,283 Deferred income tax liabilities: Intangible assets (647,554 ) (897,196 ) Property, equipment and other (4,591 ) (6,087 ) Total deferred income tax liabilities (652,145 ) (903,283 ) Net deferred income tax assets $ — $ — 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, 2021 and 2020. As of December 31, 2021, the Company had a total valuation allowance of approximately $ 2,835,000 As of December 31, 2021, the Company had net operating loss (“NOL”) carryforwards of approximately $ 11,715,000 5,295,000 6,420,000 386,000 515,000 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, 2021 | |
Debt Disclosure [Abstract] | |
Notes Payable | Note 7: Notes Payable Small Business Administration (“SBA”) Paycheck Protection Program: 71,268 76,395 71,268 76,395 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: 3,000 150,000 7,000 50,000 3.75 1,022 9,760 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 $ 800,000 800,000 250,000 250,000 2,200,000 2,159,719 750,000 The DCA also specifies that the Company will execute notes payable to Dole for the funding that Dole is providing up to $ 5,050,000 800,000 800,000 1,295,831 647,916 |
Stockholders_ Equity
Stockholders’ Equity | 12 Months Ended |
Dec. 31, 2021 | |
Equity [Abstract] | |
Stockholders’ Equity | Note 8: Stockholders’ Equity The Amended and Restated Certificate of Incorporation of the Company dated October 19, 2015 authorized the issuance of 800,000,000 780,000,000 0.001 20,000,000 0.001 600,000 200,000 Subsequent to the year ended December 31, 2021, the Company issued an additional 76,953 5.25 404,003 20,187 Liquidation 5.25 Conversion Optional Redemption; Sinking Fund Account: 5.25 Dividends 8 1,522,970 Voting |
Stock-Based Compensation
Stock-Based Compensation | 12 Months Ended |
Dec. 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 10 219,718 219,718 no 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: Schedule of Stock Option Activity 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, December 31, 2021 1,081,667 $ 1.74 5.67 $ — Exercisable at December 31, 2021 868,332 $ 1.79 5.14 $ 28,000 During the years ended December 31, 2021 and 2020, options for 180,000 179,999 185,731 |
Commitments and Contingencies
Commitments and Contingencies | 12 Months Ended |
Dec. 31, 2021 | |
Commitments and Contingencies Disclosure [Abstract] | |
Commitments and Contingencies | Note 10: Commitments and Contingencies Officer Indemnification Lease Commitments 2,378 28,535 Royalty 262,400 393,600 Other Commitments: 2,159,719 2 |
Related Parties and Transaction
Related Parties and Transactions | 12 Months Ended |
Dec. 31, 2021 | |
Related Party Transactions [Abstract] | |
Related Parties and Transactions | Note 11: Related Parties and Transactions Steve B. Warnecke: 1,827,088 28.3 |
Concentrations
Concentrations | 12 Months Ended |
Dec. 31, 2021 | |
Risks and Uncertainties [Abstract] | |
Concentrations | Note 12: Concentrations Considerations of Credit Risk |
Liquidity
Liquidity | 12 Months Ended |
Dec. 31, 2021 | |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | |
Liquidity | Note 13: Liquidity As of December 31, 2021, the Company had $ 214,009 1,583,139 76,953 5.25 404,003 To address these factors and in addition to the $404,000 of proceeds received subsequent to the year ended December 31, 2021 and funding from our agreement with Dole, management expects to receive additional funds from option exercises and will reduce operating expenses with employee salary deferrals to 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 sufficient to cover our obligations for the next twelve months. Additional shareholder funding could result in dilution to existing shareholders. 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, 2021 | |
Organization, Consolidation and Presentation of Financial Statements [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 No |
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. |
Research and Development | Research and Development |
Net Loss Per Common Share | Net Loss Per Common Share 679,923 1,081,667 |
Property and Equipment (Tables)
Property and Equipment (Tables) | 12 Months Ended |
Dec. 31, 2021 | |
Property, Plant and Equipment [Abstract] | |
Schedule of Property and Equipment | Schedule of Property and Equipment December 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 (484,967 ) (452,902 ) Property and equipment, net $ 18,698 $ 50,763 |
Intangible Assets (Tables)
Intangible Assets (Tables) | 12 Months Ended |
Dec. 31, 2021 | |
Goodwill and Intangible Assets Disclosure [Abstract] | |
Schedule of Intangible Assets | Schedule of Intangible Assets December 31, December 31, 2021 2020 Acquired research in progress - definite lived $ 4,016,596 $ 4,016,596 Patents 52,045 52,045 Accumulated amortization (1,411,049 ) (404,298 ) Intangible assets, net $ 2,657,592 $ 3,664,343 |
Schedule of Intangible Assets Amortization | Schedule of Intangible Assets Amortization Year Ending Amortization December 31, 2022 $ 1,006,751 December 31, 2023 1,006,751 December 31, 2024 638,105 December 31, 2025 2,602 December 31, 2026 2,602 Thereafter 781 Total $ 2,657,592 |
Income Taxes (Tables)
Income Taxes (Tables) | 12 Months Ended |
Dec. 31, 2021 | |
Income Tax Disclosure [Abstract] | |
Schedule of income tax expense from continuing operations | Schedule of income tax expense from continuing operations 2021 2020 Current income tax benefit: $ — $ — U.S. Federal — — U.S. States — — Total current income tax benefit — — Deferred income tax benefit: U.S. Federal — 840,812 U.S. States — 146,541 Total deferred income tax benefit — 987,353 Total income tax benefit $ — $ 987,353 |
Schedule of income tax rate reconciliation | Schedule of income tax rate reconciliation 2021 2020 Income tax benefit at statutory U.S. federal rate $ 586,728 $ 566,840 Income tax benefit attributable to U.S. states 99,325 98,792 Research and development credits 137,728 49,338 Non-taxable forgiveness of PPP and EIDL loans 20,478 18,314 Non-deductible expenses (300 ) (334 ) Stock- based compensation (53,952 ) (54,182 ) Other (15,182 ) (3,790 ) Change in valuation allowance (774,825 ) 312,373 Total income tax expense $ — $ 987,351 |
Schedule of deferred tax assets and liabilities | Schedule of deferred tax assets and liabilities 2021 2020 Deferred income tax assets: Net operating loss carryforwards $ 2,876,543 $ 2,585,042 Research and development credits 515,982 378,524 Long-term capital loss carryforward 94,728 — Valuation allowance for deferred income tax assets (2,835,108 ) (2,060,283 ) Net deferred income tax assets 652,145 903,283 |
Stock-Based Compensation (Table
Stock-Based Compensation (Tables) | 12 Months Ended |
Dec. 31, 2021 | |
Share-based Payment Arrangement [Abstract] | |
Schedule of Stock Option Activity | Schedule of Stock Option Activity 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, December 31, 2021 1,081,667 $ 1.74 5.67 $ — Exercisable at December 31, 2021 868,332 $ 1.79 5.14 $ 28,000 |
Summary of Significant Accoun_3
Summary of Significant Accounting Policies (Details Narrative) - USD ($) | 12 Months Ended | |
Dec. 31, 2021 | Dec. 31, 2020 | |
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | ||
Asset impairment charges | $ 0 | $ 0 |
Convertible Debt Securities [Member] | ||
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | ||
Antidilutive shares | 679,923 | |
Share-based Payment Arrangement, Option [Member] | ||
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | ||
Antidilutive shares | 1,081,667 |
Property and Equipment (Details
Property and Equipment (Details) - USD ($) | Dec. 31, 2021 | Dec. 31, 2020 |
Property, Plant and Equipment [Line Items] | ||
Property and equipment, gross | $ 503,665 | $ 503,665 |
Accumulated depreciation | (484,967) | (452,902) |
Property and equipment, net | 18,698 | 50,763 |
Equipment [Member] | ||
Property, Plant and Equipment [Line Items] | ||
Property and equipment, gross | 432,499 | 432,499 |
Software and Software Development Costs [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 ($) | 12 Months Ended | |
Dec. 31, 2021 | Dec. 31, 2020 | |
Property, Plant and Equipment [Abstract] | ||
Depreciation expense | $ 32,065 | $ 38,119 |
Intangible Assets (Details)
Intangible Assets (Details) - USD ($) | Dec. 31, 2021 | Dec. 31, 2020 |
Finite-Lived Intangible Assets [Line Items] | ||
Intangible assets, accumulated amortization | $ (1,411,049) | $ (404,298) |
Intangible assets, net | 2,657,592 | 3,664,343 |
In Process Research and Development [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 ($) | Dec. 31, 2021 | Dec. 31, 2020 |
Goodwill and Intangible Assets Disclosure [Abstract] | ||
December 31, 2021 | $ 1,006,751 | |
December 31, 2022 | 1,006,751 | |
December 31, 2023 | 638,105 | |
December 31, 2024 | 2,602 | |
December 31, 2025 | 2,602 | |
Thereafter | 781 | |
Total | $ 2,657,592 | $ 3,664,343 |
Intangible Assets (Details Narr
Intangible Assets (Details Narrative) - USD ($) | 12 Months Ended | ||
Dec. 31, 2021 | Dec. 31, 2020 | Dec. 31, 2022 | |
Patents [Member] | |||
Finite-Lived Intangible Assets [Line Items] | |||
Amortization | $ 1,006,751 | $ 371,248 | |
In Process Research and Development [Member] | |||
Finite-Lived Intangible Assets [Line Items] | |||
Additional expected costs to complete research | $ 33,000 |
Income Taxes (Details)
Income Taxes (Details) - USD ($) | 12 Months Ended | |
Dec. 31, 2021 | Dec. 31, 2020 | |
Current income tax benefit: | ||
U.S. Federal | ||
U.S. States | ||
Total current income tax benefit | ||
Deferred income tax benefit: | ||
U.S. Federal | 840,812 | |
U.S. States | 146,541 | |
Total deferred income tax benefit | 987,353 | |
Total income tax benefit | $ 987,353 |
Income Taxes (Details 1)
Income Taxes (Details 1) - USD ($) | 12 Months Ended | |
Dec. 31, 2021 | Dec. 31, 2020 | |
Income Tax Disclosure [Abstract] | ||
Income tax benefit at statutory U.S. federal rate | $ 586,728 | $ 566,840 |
Income tax benefit attributable to U.S. states | 99,325 | 98,792 |
Research and development credits | 137,728 | 49,338 |
Non-taxable forgiveness of PPP and EIDL loans | 20,478 | 18,314 |
Non-deductible expenses | (300) | (334) |
Stock- based compensation | (53,952) | (54,182) |
Other | (15,182) | (3,790) |
Change in valuation allowance | (774,825) | 312,373 |
Total income tax expense | $ 987,351 |
Income Taxes (Details 2)
Income Taxes (Details 2) - USD ($) | Dec. 31, 2021 | Dec. 31, 2020 |
Deferred income tax assets: | ||
Net operating loss carryforwards | $ 2,876,543 | $ 2,585,042 |
Research and development credits | 515,982 | 378,524 |
Long-term capital loss carryforward | 94,728 | |
Valuation allowance for deferred income tax assets | (2,835,108) | (2,060,283) |
Net deferred income tax assets | 652,145 | 903,283 |
Deferred income tax liabilities: | ||
Intangible assets | (647,554) | (897,196) |
Property, equipment and other | (4,591) | (6,087) |
Total deferred income tax liabilities | (652,145) | (903,283) |
Net deferred income tax assets |
Income Taxes (Details Narrative
Income Taxes (Details Narrative) - USD ($) | 12 Months Ended | |
Dec. 31, 2021 | Dec. 31, 2020 | |
Income Tax Disclosure [Abstract] | ||
Future federal statutory tax rate | 21.00% | 21.00% |
Increase (decrease) in Valuation Allowance | $ 2,835,000 | |
Net operating loss | 11,715,000 | $ 5,295,000 |
Indefinite Carry-forward | $ 6,420,000 | |
Capital Loss credits | 386,000 | |
R&D credits | $ 515,000 |
Notes Payable (Details Narrativ
Notes Payable (Details Narrative) - USD ($) | Jun. 05, 2020 | Feb. 22, 2021 | Apr. 17, 2020 | Dec. 31, 2021 | Dec. 31, 2020 | Sep. 29, 2021 | Jul. 28, 2021 | Dec. 29, 2020 | Sep. 18, 2020 | Aug. 26, 2020 | Aug. 19, 2020 |
Short-term Debt [Line Items] | |||||||||||
Proceeds | $ 1,447,916 | $ 2,095,831 | |||||||||
S B A Paycheck Protection Program [Member] | |||||||||||
Short-term Debt [Line Items] | |||||||||||
Proceeds | $ 76,395 | $ 71,268 | |||||||||
Forgiveness of debt | $ 71,268 | ||||||||||
Loans | 76,395 | ||||||||||
Economic Injury Disaster Loan [Member] | |||||||||||
Short-term Debt [Line Items] | |||||||||||
Proceeds | $ 3,000 | 7,000 | |||||||||
E I D L Program [Member] | |||||||||||
Short-term Debt [Line Items] | |||||||||||
Proceeds | $ 150,000 | 50,000 | |||||||||
Interest rate | 3.75% | ||||||||||
Monthly payment | $ 1,022 | ||||||||||
Accrued interest | $ 9,760 | ||||||||||
D C A Dole [Member] | |||||||||||
Short-term Debt [Line Items] | |||||||||||
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 | ||||||||||
Payment upon receipt | $ 647,916 | $ 800,000 | $ 1,295,831 | $ 800,000 | |||||||
Research Agreement University Of Wisconsin Madison [Member] | |||||||||||
Short-term Debt [Line Items] | |||||||||||
Expected payments University of Wisconsin-Madison | $ 2,159,719 |
Stockholders_ Equity (Details N
Stockholders’ Equity (Details Narrative) - USD ($) | 12 Months Ended | ||
Dec. 31, 2021 | Dec. 31, 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 | |
Dividends accrued | $ 1,522,970 | ||
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% | ||
Convertible Preferred Stock Series A 2 [Member] | |||
Class of Stock [Line Items] | |||
Preferred stock, authorized shares | 200,000 | ||
Additional shares | $ 76,953 | ||
Preferred stock per share | $ 5.25 | ||
Proceeds of preferred stock shares | $ 404,003 | ||
Issuance of preferred shares | 20,187 | ||
Dividend rate | 8.00% | ||
Series A-2 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 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 |
Stock-Based Compensation (Detai
Stock-Based Compensation (Details) - USD ($) | 12 Months Ended | |
Dec. 31, 2021 | Dec. 31, 2020 | |
Share-based Payment Arrangement [Abstract] | ||
Balance, beginning | 1,081,667 | 1,081,667 |
Balance, beginning | $ 1.74 | $ 1.74 |
Outstanding beginning, contractual term | 6 years 8 months 1 day | 7 years 8 months 1 day |
Granted | ||
Granted | ||
Exercised | ||
Exercised | ||
Cancelled | ||
Cancelled | ||
Balance, ending | 1,081,667 | 1,081,667 |
Balance, ending | $ 1.74 | $ 1.74 |
Outstanding ending, contractual term | 5 years 8 months 1 day | 6 years 8 months 1 day |
Exercisable | 868,332 | |
Exercisable | $ 1.79 | |
Exercisable, contractual term | 5 years 1 month 20 days | |
Exercisable, intrinsic value | $ 28,000 |
Stock-Based Compensation (Det_2
Stock-Based Compensation (Details Narrative) - USD ($) | 12 Months Ended | |
Dec. 31, 2021 | Dec. 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 stock options | $ 219,718 | $ 219,718 |
Stock options granted during period | 0 | 0 |
Number of shares vested during the period | 180,000 | 179,999 |
Unrecognized compensation cost related to share-based compensation arrangements | $ 185,731 |
Commitments and Contingencies (
Commitments and Contingencies (Details Narrative) - USD ($) | 1 Months Ended | 12 Months Ended | |
Sep. 18, 2020 | Dec. 31, 2021 | Dec. 31, 2020 | |
Collaborative Arrangement and Arrangement Other than Collaborative [Line Items] | |||
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 | ||
Standard Research Agreement [Member] | |||
Collaborative Arrangement and Arrangement Other than Collaborative [Line Items] | |||
Payments for royalties | $ 2,159,719 | ||
Term | 2 years |
Related Parties and Transacti_2
Related Parties and Transactions (Details Narrative) - Chief Executive Officer [Member] | Dec. 31, 2021shares |
Related Party Transaction [Line Items] | |
Number of common stock shares outstanding owned by related party | 1,827,088 |
Percentage of common stock shares outstanding owned by related party | 28.30% |
Liquidity (Details Narrative)
Liquidity (Details Narrative) - USD ($) | 3 Months Ended | |
Mar. 21, 2022 | Dec. 31, 2021 | |
Operating cash | $ 214,009 | |
Cash | $ 1,583,139 | |
Series A-2 Preferred Stock [Member] | Subsequent Event [Member] | ||
Stock Issued During Period, Shares, New Issues | 76,953 | |
Sale of Stock, Price Per Share | $ 5.25 | |
Proceeds of stock issued | $ 404,003 |