Cover
Cover | 3 Months Ended |
Mar. 31, 2022shares | |
Cover [Abstract] | |
Document Type | 10-Q |
Amendment Flag | false |
Document Quarterly Report | true |
Document Transition Report | false |
Document Period End Date | Mar. 31, 2022 |
Document Fiscal Period Focus | Q1 |
Document Fiscal Year Focus | 2022 |
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 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 Common Stock, Shares Outstanding | 6,615,231 |
Consolidated Balance Sheets (Un
Consolidated Balance Sheets (Unaudited) - USD ($) | Mar. 31, 2022 | Dec. 31, 2021 |
Current assets | ||
Cash | $ 1,042,290 | $ 214,009 |
Prepaid expenses | 41,762 | 41,792 |
Total current assets | 1,084,052 | 255,801 |
Non-current assets | ||
Property and equipment, net | 15,013 | 18,698 |
Intangible assets, net | 2,405,905 | 2,657,592 |
Total non-current assets | 2,420,918 | 2,676,290 |
Total assets | 3,504,970 | 2,932,091 |
Current liabilities | ||
Accounts payable and accrued expenses | 56,147 | 18,866 |
Total current liabilities | 56,147 | 18,866 |
Long-term liabilities | ||
Notes payable | 3,743,747 | 3,743,747 |
Total liabilities | 3,762,754 | 3,762,613 |
Total preferred stock subject to possible redemption | 4,023,598 | 3,569,594 |
Stockholders' deficit | ||
Preferred Stock | 1,592,571 | 1,521,796 |
Common Stock, $0.001 par value; 780,000,000 shares authorized, 6,615,231 and 5,881,898 shares issued and outstanding at March 31, 2022 and December 31, 2021, respectively | 6,615 | 5,882 |
Additional paid-in capital | 12,484,653 | 11,949,702 |
Accumulated deficit | (18,402,361) | (17,877,496) |
Total stockholders' deficit | (4,318,522) | (4,400,116) |
Total liabilities and stockholders' deficit | 3,504,970 | 2,932,091 |
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 | $ 994,019 | $ 540,015 |
Consolidated Balance Sheets (_2
Consolidated Balance Sheets (Unaudited) (Parenthetical) - USD ($) | Mar. 31, 2022 | Dec. 31, 2021 |
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 | 6,615,231 | 5,881,898 |
Common stock, shares outstanding | 6,615,231 | 5,881,898 |
Series A 1 Convertible 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 | $ 4,497,057 | |
Series A 2 Convertible 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 | 189,337 | 102,860 |
Preferred stock, shares outstanding | 189,337 | 102,860 |
Preferred stock, liquidation preference, value | $ 1,119,112 |
Consolidated Statements of Oper
Consolidated Statements of Operations (Unaudited) - USD ($) | 3 Months Ended | |
Mar. 31, 2022 | Mar. 31, 2021 | |
Income Statement [Abstract] | ||
Revenue | ||
Operating expenses | ||
Research and development | 99,089 | 96,815 |
Salaries and benefits | 93,959 | 92,430 |
General and administrative | 331,896 | 324,605 |
Total operating expenses | 524,944 | 513,850 |
Operating loss | (524,944) | (513,850) |
Other income: | ||
Investment income | 79 | 108 |
Total other income | 79 | 108 |
Loss before income taxes | (524,865) | (513,742) |
Income taxes | ||
Net loss | (524,865) | (513,742) |
Preferred stock dividend | (70,775) | (71,392) |
Net loss attributable to common stockholders | $ (595,640) | $ (585,134) |
Net loss per common share | ||
Basic | $ (0.10) | $ (0.10) |
Diluted | $ (0.10) | $ (0.10) |
Weighted average common shares outstanding | ||
Basic | 5,890,046 | 5,881,898 |
Diluted | 5,890,046 | 5,881,898 |
Condensed and Consolidated Stat
Condensed and Consolidated Statement of Stockholders' Deficit (Unaudited) - USD ($) | Common Stock [Member] | Preferred Dividend [Member] | Additional Paid-in Capital [Member] | Retained Earnings [Member] | Total |
Beginning balance, value at Dec. 31, 2020 | $ 5,882 | $ 1,236,228 | $ 12,015,552 | $ (15,083,552) | $ (1,825,890) |
Beginning 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) | |||
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 | ||||
Beginning balance, value at Dec. 31, 2021 | $ 5,882 | 1,521,796 | 11,949,702 | (17,877,496) | (4,400,116) |
Beginning balance, shares at Dec. 31, 2021 | 5,881,898 | ||||
Common Stock issuance | $ 733 | 549,267 | 550,000 | ||
Common Stock issuance, shares | 733,333 | ||||
Stock compensation | 56,459 | 56,459 | |||
Preferred stock dividends | 70,775 | (70,775) | |||
Net loss | (524,865) | (524,865) | |||
Ending balance, value at Mar. 31, 2022 | $ 6,615 | $ 1,592,571 | $ 12,484,653 | $ (18,402,361) | $ (4,318,522) |
Ending balance, shares at Mar. 31, 2022 | 6,615,231 |
Condensed and Consolidated St_2
Condensed and Consolidated Statements of Cash Flows (Unaudited) - USD ($) | 3 Months Ended | |
Mar. 31, 2022 | Mar. 31, 2021 | |
Cash flows from operating activities: | ||
Net loss | $ (524,865) | $ (513,742) |
Adjustments to reconcile net loss to net cash flows from operating activities | ||
Depreciation and amortization | 255,372 | 259,703 |
Stock-based compensation | 56,459 | 54,930 |
Changes in operating assets and liabilities: | ||
Prepaid expenses | 30 | 3,465 |
Accounts payable and accrued expenses | 37,281 | 971 |
Cash flows from operating activities | (175,723) | (194,673) |
Cash flows from investing activities: | ||
Cash flows from investing activities | 0 | 0 |
Cash flows from financing activities: | ||
Proceeds from issuance of Common Stock | 550,000 | |
Proceeds from issuance of Preferred Stock | 454,004 | |
Proceeds from issuance of notes payable | 76,395 | |
Cash flows from financing activities | 1,004,004 | 76,395 |
Net change in cash | 828,281 | (118,278) |
Cash, beginning of period | 214,009 | 215,836 |
Cash, end of period | 1,042,290 | 97,558 |
Supplemental cash flow information | ||
Preferred stock dividend accrual | $ 70,775 | $ 71,392 |
Business Activity
Business Activity | 3 Months Ended |
Mar. 31, 2022 | |
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 | 3 Months Ended |
Mar. 31, 2022 | |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | |
Summary of Significant Accounting Policies | Note 2: Summary of Significant Accounting Policies Basis of presentation The condensed consolidated balance sheet as of March 31, 2022, has been derived from the Company’s audited consolidated financial statements. The unaudited interim financial statements should be read in conjunction with the Company’s 2021 Form 10-K, which contains the Company’s audited financial statements and notes thereto, together with the Management’s Discussion and Analysis of Financial Condition and Results of Operations for the year ended December 31, 2021. Certain information and footnote disclosures normally included in financial statements prepared in accordance with GAAP have been condensed or omitted, pursuant to the rules and regulations of the SEC for interim financial reporting. Accordingly, they do not include all the information and footnote disclosures necessary for a comprehensive presentation of financial position, results of operations, and cash flows. It is management's opinion, however, that all material adjustments (consisting of normal recurring adjustments) have been made which are necessary for a fair financial statement presentation. The interim results for the three months ended March 31, 2022 are not necessarily indicative of the financial condition and results of operations that may be expected for any future interim period or for the fiscal year ending December 31, 2022. Principals of Consolidation Use of Estimates Cash Property and Equipment Long-Lived Assets Intangible Assets No 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 766,400 1,215,000 679,923 1,081,667 Subsequent Events |
New Accounting Standards
New Accounting Standards | 3 Months Ended |
Mar. 31, 2022 | |
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 | 3 Months Ended |
Mar. 31, 2022 | |
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 March 31, December 31, 2022 2021 Equipment $ 432,499 $ 432,499 Software 63,179 63,179 Furniture and fixtures 7,987 7,987 503,665 503,665 Accumulated depreciation (488,652 ) (484,967 ) Property and equipment, net $ 15,013 $ 18,698 3,685 8,016 |
Intangible Assets
Intangible Assets | 3 Months Ended |
Mar. 31, 2022 | |
Goodwill and Intangible Assets Disclosure [Abstract] | |
Intangible Assets | Note 5: Intangible Assets Intangible assets are comprised of the following: Schedule of Intangible Assets March 31, December 31, 2022 2021 Acquired research in progress - definite lived $ 4,016,596 $ 4,016,596 Patents 52,045 52,045 Accumulated amortization (1,662,736 ) (1,411,049 ) Intangible assets, net $ 2,405,905 $ 2,657,592 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 $ 755,064 December 31, 2023 1,006,751 December 31, 2024 638,105 December 31, 2025 2,602 December 31, 2026 2,602 Thereafter 781 Total $ 2,405,905 251,687 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. With the banana development project contract in place and the expected marketing of our soybean genes in fall-2022, 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 |
Notes Payable
Notes Payable | 3 Months Ended |
Mar. 31, 2022 | |
Debt Disclosure [Abstract] | |
Notes Payable | Note 6: Notes Payable Small Business Administration (“SBA”) Paycheck Protection Program (“PPP”): 76,395 SBA Economic Injury Disaster Loan: 150,000 7,000 50,000 3.75 1,020 11,635 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 | 3 Months Ended |
Mar. 31, 2022 | |
Equity [Abstract] | |
Stockholders’ Equity | Note 7: 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 0.001 600,000 200,000 733,333 550,000 86,477 454,004 Liquidation 5.25 Conversion Optional Redemption; Sinking Fund Account: 5.25 Dividends 8 1,592,571 Voting |
Stock-Based Compensation
Stock-Based Compensation | 3 Months Ended |
Mar. 31, 2022 | |
Share-Based Payment Arrangement [Abstract] | |
Stock-Based Compensation | Note 8: Stock-Based Compensation 1,400,000 10 56,459 59,590 133,333 0 Management has valued the options at their date of grant utilizing the Black-Scholes option pricing model. Volatility of the underlying common shares was determined based on the historical volatility for the Company’s 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 fair value of the share option awards was estimated using the Black-Scholes method based on the following weighted-average assumptions: Schedule Weighted Average Assumptions Volatility 154 Expected Term 5.5 Dividend Rate 0 Risk Free Rate 2.56 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, 2021 1,081,667 $ 1.74 6.67 Granted — — — Exercised — — — Cancelled — — — Balance, December 31, 2021 1,081,667 $ 1.74 5.67 Balance, January 1, 2022 1,081,667 $ 1.74 5.67 Granted 133,333 $ 0.83 9.98 Exercised — — — Cancelled — — — Balance, March 31, 2022 1,215,000 $ 1.64 5.93 $ — Exercisable at March 31, 2022 868,332 $ 1.79 4.90 $ 37,333 During each of the three months ended March 31, 2022 and 2021, options for 0 222,297 |
Commitments and Contingencies
Commitments and Contingencies | 3 Months Ended |
Mar. 31, 2022 | |
Commitments and Contingencies Disclosure [Abstract] | |
Commitments and Contingencies | Note 9: Commitments and Contingencies Officer Indemnification Lease Commitments 2,378 7,134 Royalty 262,400 393,600 Other Commitments: 2,159,719 2 143,124 |
Related Parties and Transaction
Related Parties and Transactions | 3 Months Ended |
Mar. 31, 2022 | |
Related Party Transactions [Abstract] | |
Related Parties and Transactions | Note 10: Related Parties and Transactions Steve B. Warnecke: 1,827,088 24.75 |
Concentrations
Concentrations | 3 Months Ended |
Mar. 31, 2022 | |
Risks and Uncertainties [Abstract] | |
Concentrations | Note 11: Concentrations Considerations of Credit Risk |
Liquidity
Liquidity | 3 Months Ended |
Mar. 31, 2022 | |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | |
Liquidity | Note 12: Liquidity 1,042,289 877,056 |
Summary of Significant Accoun_2
Summary of Significant Accounting Policies (Policies) | 3 Months Ended |
Mar. 31, 2022 | |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | |
Basis of presentation | Basis of presentation The condensed consolidated balance sheet as of March 31, 2022, has been derived from the Company’s audited consolidated financial statements. The unaudited interim financial statements should be read in conjunction with the Company’s 2021 Form 10-K, which contains the Company’s audited financial statements and notes thereto, together with the Management’s Discussion and Analysis of Financial Condition and Results of Operations for the year ended December 31, 2021. Certain information and footnote disclosures normally included in financial statements prepared in accordance with GAAP have been condensed or omitted, pursuant to the rules and regulations of the SEC for interim financial reporting. Accordingly, they do not include all the information and footnote disclosures necessary for a comprehensive presentation of financial position, results of operations, and cash flows. It is management's opinion, however, that all material adjustments (consisting of normal recurring adjustments) have been made which are necessary for a fair financial statement presentation. The interim results for the three months ended March 31, 2022 are not necessarily indicative of the financial condition and results of operations that may be expected for any future interim period or for the fiscal year ending December 31, 2022. |
Principals of Consolidation | Principals of Consolidation |
Use of Estimates | Use of Estimates |
Cash | Cash |
Property and Equipment | Property and Equipment |
Long-Lived Assets | Long-Lived Assets |
Intangible Assets | Intangible Assets No |
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 766,400 1,215,000 679,923 1,081,667 |
Subsequent Events: The Company has evaluated all subsequent events through the date of this filing. There were no material subsequent events that required recognition or additional disclosure in these consolidated financial statements. | Subsequent Events |
Property and Equipment (Tables)
Property and Equipment (Tables) | 3 Months Ended |
Mar. 31, 2022 | |
Property, Plant and Equipment [Abstract] | |
Schedule of Property and Equipment | Schedule of Property and Equipment March 31, December 31, 2022 2021 Equipment $ 432,499 $ 432,499 Software 63,179 63,179 Furniture and fixtures 7,987 7,987 503,665 503,665 Accumulated depreciation (488,652 ) (484,967 ) Property and equipment, net $ 15,013 $ 18,698 |
Intangible Assets (Tables)
Intangible Assets (Tables) | 3 Months Ended |
Mar. 31, 2022 | |
Goodwill and Intangible Assets Disclosure [Abstract] | |
Schedule of Intangible Assets | Schedule of Intangible Assets March 31, December 31, 2022 2021 Acquired research in progress - definite lived $ 4,016,596 $ 4,016,596 Patents 52,045 52,045 Accumulated amortization (1,662,736 ) (1,411,049 ) Intangible assets, net $ 2,405,905 $ 2,657,592 |
Schedule of Intangible Assets Amortization | Schedule of Intangible Assets Amortization Year Ending Amortization December 31, 2022 $ 755,064 December 31, 2023 1,006,751 December 31, 2024 638,105 December 31, 2025 2,602 December 31, 2026 2,602 Thereafter 781 Total $ 2,405,905 |
Stock-Based Compensation (Table
Stock-Based Compensation (Tables) | 3 Months Ended |
Mar. 31, 2022 | |
Share-Based Payment Arrangement [Abstract] | |
Schedule Weighted Average Assumptions | Schedule Weighted Average Assumptions Volatility 154 Expected Term 5.5 Dividend Rate 0 Risk Free Rate 2.56 |
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, 2021 1,081,667 $ 1.74 6.67 Granted — — — Exercised — — — Cancelled — — — Balance, December 31, 2021 1,081,667 $ 1.74 5.67 Balance, January 1, 2022 1,081,667 $ 1.74 5.67 Granted 133,333 $ 0.83 9.98 Exercised — — — Cancelled — — — Balance, March 31, 2022 1,215,000 $ 1.64 5.93 $ — Exercisable at March 31, 2022 868,332 $ 1.79 4.90 $ 37,333 |
Summary of Significant Accoun_3
Summary of Significant Accounting Policies (Details Narrative) - USD ($) | 3 Months Ended | |
Mar. 31, 2022 | Mar. 31, 2021 | |
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | ||
Asset impairment charges | $ 0 | $ 0 |
Subsequent Events | Subsequent Events | |
Options Held [Member] | ||
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | ||
Antidilutive shares | 1,215,000 | 1,081,667 |
Convertible Debt Securities [Member] | ||
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | ||
Antidilutive shares | 766,400 | 679,923 |
Property and Equipment (Details
Property and Equipment (Details) - USD ($) | Mar. 31, 2022 | Dec. 31, 2021 |
Property, Plant and Equipment [Line Items] | ||
Property and equipment, gross | $ 503,665 | $ 503,665 |
Accumulated depreciation | (488,652) | (484,967) |
Property and equipment, net | 15,013 | 18,698 |
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 ($) | 3 Months Ended | |
Mar. 31, 2022 | Mar. 31, 2021 | |
Property, Plant and Equipment [Abstract] | ||
Depreciation expense | $ 3,685 | $ 8,016 |
Intangible Assets (Details)
Intangible Assets (Details) - USD ($) | Mar. 31, 2022 | Dec. 31, 2021 |
Finite-Lived Intangible Assets [Line Items] | ||
Intangible assets, accumulated amortization | $ (1,662,736) | $ (1,411,049) |
Intangible assets, net | 2,405,905 | 2,657,592 |
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 ($) | Mar. 31, 2022 | Dec. 31, 2021 |
Goodwill and Intangible Assets Disclosure [Abstract] | ||
December 31, 2021 | $ 755,064 | |
December 31, 2022 | 1,006,751 | |
December 31, 2023 | 638,105 | |
December 31, 2024 | 2,602 | |
December 31, 2025 | 2,602 | |
Thereafter | 781 | |
Total | $ 2,405,905 | $ 2,657,592 |
Intangible Assets (Details Narr
Intangible Assets (Details Narrative) - USD ($) | 3 Months Ended | ||
Mar. 31, 2022 | Mar. 31, 2021 | Dec. 31, 2022 | |
Patents [Member] | |||
Finite-Lived Intangible Assets [Line Items] | |||
Amortization | $ 251,687 | $ 251,687 | |
In Process Research and Development [Member] | |||
Finite-Lived Intangible Assets [Line Items] | |||
Additional expected costs to complete research | $ 33,000 |
Notes Payable (Details Narrativ
Notes Payable (Details Narrative) - USD ($) | Jun. 05, 2020 | Feb. 22, 2021 | Mar. 31, 2022 | Mar. 31, 2021 | Sep. 29, 2021 | Jul. 28, 2021 | Dec. 29, 2020 | Sep. 18, 2020 | Aug. 26, 2020 | Aug. 19, 2020 |
Short-Term Debt [Line Items] | ||||||||||
Proceeds | $ 76,395 | |||||||||
S B A Paycheck Protection Program [Member] | ||||||||||
Short-Term Debt [Line Items] | ||||||||||
Proceeds | $ 76,395 | |||||||||
E I D L Program [Member] | ||||||||||
Short-Term Debt [Line Items] | ||||||||||
Proceeds | $ 150,000 | 50,000 | ||||||||
Interest rate | 3.75% | |||||||||
Monthly payment | $ 1,020 | |||||||||
Accrued interest | 11,635 | |||||||||
Economic Injury Disaster Loan [Member] | ||||||||||
Short-Term Debt [Line Items] | ||||||||||
Proceeds | $ 7,000 | |||||||||
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 ($) | 3 Months Ended | ||
Mar. 31, 2022 | Dec. 31, 2021 | 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 or Stated Value Per Share | $ 0.001 | $ 0.001 | |
Proceeds | $ 550,000 | ||
Dividends accrued | $ 1,592,571 | ||
Convertible Preferred Stock [Member] | |||
Class of Stock [Line Items] | |||
Preferred Stock, Par or Stated Value Per Share | $ 0.001 | ||
Preferred stock liquidation, stated value per share | $ 5.25 | $ 5.25 | |
Dividend rate | 8.00% | ||
Series A 1 Convertible Preferred Stock [Member] | |||
Class of Stock [Line Items] | |||
Preferred stock, authorized shares | 600,000 | 600,000 | 600,000 |
Preferred Stock, Par or Stated Value Per Share | $ 0.001 | $ 0.001 | |
Series A 2 Convertible Preferred Stock [Member] | |||
Class of Stock [Line Items] | |||
Preferred stock, authorized shares | 200,000 | 200,000 | 200,000 |
Preferred Stock, Par or Stated Value Per Share | $ 0.001 | $ 0.001 | |
Shares issued | 86,477 | ||
Proceeds | $ 454,004 | ||
Common Stock [Member] | |||
Class of Stock [Line Items] | |||
Shares issued | 733,333 | ||
Proceeds | $ 550,000 |
Stock-Based Compensation (Detai
Stock-Based Compensation (Details) | 3 Months Ended |
Mar. 31, 2022 | |
Share-Based Payment Arrangement [Abstract] | |
Volatility | 154.00% |
Expected Term | 5 years 6 months |
Dividend Rate | 0.00% |
Risk Free Rate | 2.56% |
Stock-Based Compensation (Det_2
Stock-Based Compensation (Details 1) - USD ($) | 3 Months Ended | 12 Months Ended | |
Mar. 31, 2022 | 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 | 5 years 8 months 1 day | 6 years 8 months 1 day | |
Granted | 133,333 | ||
Granted | $ 0.83 | ||
Exercised | |||
Exercised | |||
Cancelled | |||
Balance, ending | 1,215,000 | 1,081,667 | 1,081,667 |
Balance, ending | $ 1.64 | $ 1.74 | $ 1.74 |
Outstanding ending, contractual term | 5 years 11 months 4 days | 5 years 8 months 1 day | |
Granted | 9 years 11 months 23 days | ||
Cancelled | |||
Exercisable | 868,332 | ||
Exercisable | $ 1.79 | ||
Exercisable, contractual term | 4 years 10 months 24 days | ||
Exercisable, intrinsic value | $ 37,333 |
Stock-Based Compensation (Det_3
Stock-Based Compensation (Details Narrative) - USD ($) | 3 Months Ended | |
Mar. 31, 2022 | Mar. 31, 2021 | |
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 | $ 56,459 | $ 59,590 |
Stock options granted during period | 133,333 | 0 |
Number of shares vested during the period | 0 | 0 |
Unrecognized compensation cost related to share-based compensation arrangements | $ 222,297 |
Commitments and Contingencies (
Commitments and Contingencies (Details Narrative) - USD ($) | 1 Months Ended | 3 Months Ended | ||
Apr. 18, 2022 | Sep. 18, 2020 | Mar. 31, 2022 | Mar. 31, 2021 | |
Collaborative Arrangement and Arrangement Other than Collaborative [Line Items] | ||||
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 | |||
Subsequent Event [Member] | ||||
Collaborative Arrangement and Arrangement Other than Collaborative [Line Items] | ||||
Other expenses | $ 143,124 | |||
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] | Mar. 31, 2022shares |
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 | 24.75% |
Liquidity (Details Narrative)
Liquidity (Details Narrative) | Mar. 31, 2022USD ($) |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | |
Operating cash | $ 1,042,289 |
Cash | $ 877,056 |