Document And Entity Information
Document And Entity Information - shares | 9 Months Ended | |
Sep. 30, 2021 | Nov. 11, 2021 | |
Document Information [Line Items] | ||
Entity Central Index Key | 0001318641 | |
Entity Registrant Name | Statera Biopharma, Inc (fka Cytocom Inc) | |
Amendment Flag | false | |
Current Fiscal Year End Date | --12-31 | |
Document Fiscal Period Focus | Q3 | |
Document Fiscal Year Focus | 2021 | |
Document Type | 10-Q | |
Document Quarterly Report | true | |
Document Period End Date | Sep. 30, 2021 | |
Document Transition Report | false | |
Entity File Number | 001-32954 | |
Entity Incorporation, State or Country Code | DE | |
Entity Tax Identification Number | 20-0077155 | |
Entity Address, Address Line One | 2537 Research Boulevard, Suite 201 | |
Entity Address, City or Town | Fort Collins | |
Entity Address, State or Province | CO | |
Entity Address, Postal Zip Code | 80526 | |
City Area Code | 888 | |
Local Phone Number | 613-8802 | |
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 | |
Title of 12(b) Security | Common stock, par value $0.005 | |
Trading Symbol | STAB | |
Security Exchange Name | NASDAQ | |
Entity Common Stock, Shares Outstanding | 32,095,520 |
Condensed Consolidated Balance
Condensed Consolidated Balance Sheets (Current Period Unaudited) - USD ($) | Sep. 30, 2021 | Dec. 30, 2020 |
Current assets: | ||
Cash and cash equivalents | $ 9,216,349 | $ 593,869 |
Short-term investments | 233,642 | 0 |
Accounts receivable | 144,244 | 0 |
Due from subsidiary | 0 | 329,330 |
Prepaid expenses | 2,688,472 | 0 |
Other current assets | 1,045,332 | 2,547 |
Total current assets | 13,328,039 | 925,746 |
Non-current assets: | ||
Operating lease right-of-use assets | 840,590 | 101,048 |
Restricted cash | 5,000,000 | 0 |
Goodwill | 76,972,668 | 0 |
Intangible assets, net | 1,575,278 | 0 |
Property and equipment, net | 119,133 | 8,690 |
Contract asset | 192,222 | 0 |
Total non-current assets | 84,699,891 | 109,738 |
Assets of discontinued operation | 8,123 | |
Total assets | 98,036,053 | 1,035,484 |
Current liabilities: | ||
Accounts payable and accrued expenses | 5,928,805 | 2,687,847 |
Current portion of operating lease liabilities | 198,302 | 30,758 |
Deferred revenue | 506,032 | 0 |
Stock issuances due | 470,828 | 0 |
Notes payable | 2,883,333 | 1,902,237 |
Advances from related party | 200,000 | 0 |
Total current liabilities | 10,187,300 | 4,620,842 |
Operating lease liabilities, net of current portion | 737,403 | 70,380 |
Long-term debt | 12,916,667 | 0 |
Total long-term liabilities | 13,654,070 | 70,380 |
Liabilities of discontinued operation | 63 | 0 |
Total liabilities | 23,841,433 | 4,691,222 |
Stockholders’ equity (deficit): | ||
Preferred stock, $.005 par value; 1,000,000 shares authorized as of September 30, 2021 and December 31, 2020; 0 shares issued and outstanding as of September 30, 2021 and December 31, 2020 | 0 | 0 |
Common stock, $.005 par value; 150,000,000 shares authorized as of September 30, 2021 and 25,000,000 shares authorized as of December 31, 2020; 32,095,520 shares issued and outstanding as of September 30, 2021 and 13,376,062 shares issued and outstanding as of December 31, 2020 | 160,478 | 160,478 |
Additional paid-in capital | 126,220,319 | 23,946,747 |
Accumulated other comprehensive loss | (2,014) | 0 |
Accumulated deficit | (52,256,361) | (27,762,963) |
Total Statera Biopharma, Inc. stockholders’ equity (deficit) | 74,122,422 | (3,655,738) |
Noncontrolling interest in stockholders’ equity | 72,198 | 0 |
Total stockholders’ equity (deficit) | 74,194,620 | (3,655,738) |
Total liabilities and stockholders’ equity | $ 98,036,053 | $ 1,035,484 |
Condensed Consolidated Balanc_2
Condensed Consolidated Balance Sheets (Current Period Unaudited) (Parentheticals) - $ / shares | Sep. 30, 2021 | Dec. 30, 2020 |
Preferred stock, par value (in dollars per share) | $ 0.005 | $ 0.005 |
Preferred stock, shares authorized (in shares) | 1,000,000 | 1,000,000 |
Preferred stock, shares issued (in shares) | 0 | 0 |
Preferred stock, shares outstanding (in shares) | 0 | 0 |
Common stock, par value (in dollars per share) | $ 0.005 | $ 0.005 |
Common stock, shares authorized (in shares) | 150,000,000 | 25,000,000 |
Common stock, shares issued (in shares) | 32,095,520 | 13,376,062 |
Common stock, shares outstanding (in shares) | 32,095,520 | 13,376,062 |
Condensed Consolidated Statemen
Condensed Consolidated Statements of Operations (Unaudited) - USD ($) | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2021 | Sep. 30, 2020 | Sep. 30, 2021 | Sep. 30, 2020 | |
Revenues: | ||||
Grants and contracts | $ 236,519 | $ 0 | $ 236,519 | $ 0 |
Cost of Revenue: | ||||
Cost of goods sold | 115,927 | 0 | 115,927 | 0 |
Gross Profit | 120,592 | 0 | 120,592 | 0 |
Operating expenses: | ||||
Research and development | 3,434,977 | 4,383,325 | 6,274,936 | 4,509,890 |
Sales and marketing expense | 23,242 | 0 | 26,037 | 0 |
General and administrative | 6,306,323 | 1,787,333 | 14,981,086 | 2,284,577 |
Total operating expenses | 9,764,542 | 6,170,658 | 21,282,059 | 6,794,467 |
Loss from operations | (9,643,950) | (6,170,658) | (21,161,467) | (6,794,467) |
Other income (expense): | ||||
Interest and other income (expense) | (3,089,301) | 491,817 | (3,463,572) | (1,069,403) |
Total other income (expense) | (3,089,301) | 491,817 | (3,463,572) | (1,069,403) |
Income from discontinued operations, net of income taxes | (1) | 0 | (1) | 0 |
Net loss | (12,733,250) | (5,678,841) | (24,625,038) | (7,863,870) |
Net loss attributable to noncontrolling interests | 13,419 | 0 | 13,419 | 0 |
Net loss attributable to Statera Biopharma, Inc. | $ (12,719,831) | $ (5,678,841) | $ (24,611,619) | $ (7,863,870) |
Net loss attributable to common stockholders per share of common stock, basic and diluted (in dollars per share) | $ (0.47) | $ (1.84) | $ (0.86) | $ (1.13) |
Weighted average number of shares used in calculating net loss per share, basic and diluted (in shares) | 27,036,583 | 3,081,294 | 28,671,422 | 6,957,095 |
Condensed Consolidated Statem_2
Condensed Consolidated Statements of Comprehensive Loss (Unaudited) - USD ($) | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2021 | Sep. 30, 2020 | Sep. 30, 2021 | Sep. 30, 2020 | |
Net Income (Loss), Including Portion Attributable to Noncontrolling Interest, Total | $ (12,733,250) | $ (5,678,841) | $ (24,625,038) | $ (7,863,870) |
Other comprehensive loss: | ||||
Foreign currency translation adjustment | (2,014) | 0 | (2,014) | 0 |
Comprehensive loss including noncontrolling interests | (12,735,264) | (5,678,841) | (24,627,052) | (7,863,870) |
Comprehensive loss attributable to noncontrolling interests | 13,419 | 0 | 13,419 | 0 |
Comprehensive loss attributable to Statera Biopharma, Inc. | $ (12,721,845) | $ (5,678,841) | $ (24,613,633) | $ (7,863,870) |
Condensed Consolidated Statem_3
Condensed Consolidated Statement of Stockholders' Equity (Unaudited) - USD ($) | Cumulative Effect, Period of Adoption, Adjustment [Member]AOCI Attributable to Parent [Member] | Cumulative Effect, Period of Adoption, Adjustment [Member]Retained Earnings [Member] | Cumulative Effect, Period of Adoption, Adjustment [Member]Noncontrolling Interest [Member] | Cumulative Effect, Period of Adoption, Adjustment [Member]Common Stock [Member] | Cumulative Effect, Period of Adoption, Adjustment [Member]Additional Paid-in Capital [Member] | Cumulative Effect, Period of Adoption, Adjustment [Member] | Cumulative Effect, Period of Adoption, Adjusted Balance [Member]AOCI Attributable to Parent [Member] | Cumulative Effect, Period of Adoption, Adjusted Balance [Member]Retained Earnings [Member] | Cumulative Effect, Period of Adoption, Adjusted Balance [Member]Noncontrolling Interest [Member] | Cumulative Effect, Period of Adoption, Adjusted Balance [Member]Common Stock [Member] | Cumulative Effect, Period of Adoption, Adjusted Balance [Member]Additional Paid-in Capital [Member] | Cumulative Effect, Period of Adoption, Adjusted Balance [Member] | AOCI Attributable to Parent [Member]Common Stock One [Member] | AOCI Attributable to Parent [Member]Common Stock Two [Member] | AOCI Attributable to Parent [Member]Class of Warrant or Right, Warrant One [Member] | AOCI Attributable to Parent [Member]Class of Warrant or Right, Warrant Two [Member] | AOCI Attributable to Parent [Member] | Retained Earnings [Member]Common Stock One [Member] | Retained Earnings [Member]Common Stock Two [Member] | Retained Earnings [Member]Class of Warrant or Right, Warrant One [Member] | Retained Earnings [Member]Class of Warrant or Right, Warrant Two [Member] | Retained Earnings [Member] | Noncontrolling Interest [Member]Common Stock One [Member] | Noncontrolling Interest [Member]Common Stock Two [Member] | Noncontrolling Interest [Member]Class of Warrant or Right, Warrant One [Member] | Noncontrolling Interest [Member]Class of Warrant or Right, Warrant Two [Member] | Noncontrolling Interest [Member] | Common Stock [Member]Common Stock One [Member] | Common Stock [Member]Common Stock Two [Member] | Common Stock [Member]Class of Warrant or Right, Warrant One [Member] | Common Stock [Member]Class of Warrant or Right, Warrant Two [Member] | Common Stock [Member] | Additional Paid-in Capital [Member]Common Stock One [Member] | Additional Paid-in Capital [Member]Common Stock Two [Member] | Additional Paid-in Capital [Member]Class of Warrant or Right, Warrant One [Member] | Additional Paid-in Capital [Member]Class of Warrant or Right, Warrant Two [Member] | Additional Paid-in Capital [Member] | Common Stock One [Member] | Common Stock Two [Member] | Class of Warrant or Right, Warrant One [Member] | Class of Warrant or Right, Warrant Two [Member] | Total |
Balance (in shares) at Dec. 31, 2019 | (9,048,760) | 11,298,239 | 20,346,999 | |||||||||||||||||||||||||||||||||||||||
Beginning balance at Dec. 31, 2019 | $ (568,030) | $ 0 | $ 5,039,878 | $ 36,144 | $ 151,854,270 | $ 156,362,262 | $ (568,030) | $ (15,537,460) | $ 5,039,878 | $ 56,491 | $ 163,161,523 | $ 152,152,402 | $ 0 | $ (15,537,460) | $ 0 | $ 20,347 | $ 11,307,253 | $ (4,209,860) | ||||||||||||||||||||||||
Issuance of common stock (in shares) | 1,515,878 | 6,000 | ||||||||||||||||||||||||||||||||||||||||
Issuance of common stock | $ 0 | $ 0 | $ 0 | $ 7,579 | $ 30 | $ 2,775,846 | $ 13,470 | $ 2,783,425 | $ 13,500 | |||||||||||||||||||||||||||||||||
Exercise of warrants (in shares) | 8,871 | 82,399 | 105,000 | |||||||||||||||||||||||||||||||||||||||
Exercise of warrants | $ 0 | $ 0 | 0 | $ 0 | $ 0 | 0 | $ 0 | $ 0 | 0 | $ 44 | $ 412 | $ 525 | $ 61,219 | $ 248,138 | 504,381 | $ 61,263 | $ 248,550 | 504,906 | ||||||||||||||||||||||||
Foreign currency translation | 0 | 0 | 0 | |||||||||||||||||||||||||||||||||||||||
Net loss | 0 | (7,863,870) | 0 | $ 0 | 0 | (7,863,870) | ||||||||||||||||||||||||||||||||||||
Balance (in shares) at Sep. 30, 2020 | 13,016,387 | |||||||||||||||||||||||||||||||||||||||||
Ending balance at Sep. 30, 2020 | (645,022) | (23,401,330) | 4,970,313 | $ 65,081 | 166,764,577 | 147,753,619 | ||||||||||||||||||||||||||||||||||||
Foreign currency translation | (76,992) | 0 | (69,565) | (146,557) | ||||||||||||||||||||||||||||||||||||||
Net loss attributable to noncontrolling interests | 0 | |||||||||||||||||||||||||||||||||||||||||
Balance (in shares) at Dec. 31, 2020 | 13,376,062 | |||||||||||||||||||||||||||||||||||||||||
Beginning balance at Dec. 31, 2020 | (685,680) | (27,631,323) | 4,973,465 | $ 66,876 | 166,762,778 | 143,486,116 | ||||||||||||||||||||||||||||||||||||
Issuance of common stock (in shares) | 2,000,000 | |||||||||||||||||||||||||||||||||||||||||
Issuance of common stock | 0 | 0 | 0 | $ 10,000 | 12,713,074 | 12,723,074 | ||||||||||||||||||||||||||||||||||||
Exercise of warrants (in shares) | 92,883 | |||||||||||||||||||||||||||||||||||||||||
Exercise of warrants | 0 | 0 | 0 | $ 464 | (464) | 0 | ||||||||||||||||||||||||||||||||||||
Foreign currency translation | 0 | 13,419 | (2,014) | |||||||||||||||||||||||||||||||||||||||
Net loss | (24,611,619) | (13,419) | $ 0 | (24,625,038) | ||||||||||||||||||||||||||||||||||||||
Statera merger & recapitalization (in shares) | 16,626,575 | |||||||||||||||||||||||||||||||||||||||||
Statera merger & recapitalization | 683,666 | 0 | (4,887,848) | $ 83,138 | (58,924,898) | (63,045,942) | ||||||||||||||||||||||||||||||||||||
Shares to be issued for services | 0 | 0 | 0 | 0 | 464,703 | 464,703 | ||||||||||||||||||||||||||||||||||||
Shares to be issued for stock based compensation | 0 | 0 | 0 | 0 | 234,000 | 234,000 | ||||||||||||||||||||||||||||||||||||
Restricted stock | 0 | 0 | 0 | $ 0 | 4,957,707 | 4,957,707 | ||||||||||||||||||||||||||||||||||||
Net loss | 0 | |||||||||||||||||||||||||||||||||||||||||
Balance (in shares) at Sep. 30, 2021 | 32,095,520 | |||||||||||||||||||||||||||||||||||||||||
Ending balance at Sep. 30, 2021 | $ (2,014) | (52,256,361) | $ 72,198 | $ 160,478 | $ 126,220,319 | 74,194,620 | ||||||||||||||||||||||||||||||||||||
Net loss attributable to noncontrolling interests | $ (13,419) | $ 13,419 |
Condensed Consolidated Statem_4
Condensed Consolidated Statements of Cash Flows (Unaudited) - USD ($) | 9 Months Ended | |
Sep. 30, 2021 | Sep. 30, 2020 | |
Cash flows from operating activities: | ||
Net loss | $ (24,625,038) | $ (7,863,870) |
Adjustments to reconcile net loss to net cash used in operating activities: | ||
Depreciation expense | 8,309 | 0 |
Amortization expense | 134,022 | 0 |
Stock based compensation | 4,957,707 | (126,148) |
Noncash interest expense | 799,858 | 0 |
Noncash lease expense | 21,472 | 0 |
Services obtained for common shares | 298,701 | 0 |
Changes in operating assets and liabilities: | ||
Other current assets | (380,615) | (339,442) |
Accounts receivable | 63,279 | 0 |
Short term investments | (233,642) | 0 |
Due from subsidiary | 329,330 | 0 |
Prepaid expenses | (2,688,472) | 0 |
Contract asset | (131,406) | 0 |
Contract liability | (130,829) | 0 |
Deferred revenue | 506,032 | 0 |
Stock issuances due | 470,828 | 0 |
Investment in subsidiary | 178,388 | 0 |
Liabilities of discontinued operations | (418,550) | 0 |
Accounts payable and accrued expenses | 540,826 | (33,559) |
Net cash used in operating activities | (20,064,262) | (8,363,019) |
Cash flows from investing activities: | ||
Purchase of property and equipment | (86,057) | (6,613) |
Net cash provided by (used in) investing activities | 13,559,901 | (6,613) |
Cash flows from financing activities: | ||
Proceeds from issuance of common stock | 0 | 4,415,103 |
Common stock issued for license agreement | 0 | 325,250 |
Proceeds from issuance of preferred shares | 0 | 2,745,000 |
Proceeds from issuance of common stock due | 5,685,112 | 1,105,000 |
Proceeds from advance from related party | 200,000 | 0 |
Repayments on notes payable | (97,737) | 97,737 |
Payment of debt issuance costs | (329,260) | 0 |
Proceeds from issuance of long-term debt | 14,670,740 | 0 |
Net cash provided by financing activities | 20,128,855 | 8,688,090 |
Effect of exchange rate change on cash and equivalents | (2,014) | 0 |
Increase in cash and cash equivalents | 13,622,480 | 318,458 |
Cash, cash equivalents, and restricted cash, beginning of year | 593,869 | 1,650 |
Cash, cash equivalents, and restricted cash, end of year | 14,216,349 | 320,108 |
SUPPLEMENTAL CASH FLOW INFORMATION: | ||
Cash paid for interest | 279,329 | 0 |
NON-CASH INVESTING AND FINANCING ACTIVITIES: | ||
Right of use asset exchanged for lease liability | 210,872 | 0 |
Shares to be issued for services | 464,703 | 0 |
Debt principal converted to equity | 1,804,500 | 0 |
Noncontrolling interest acquired | 72,198 | 0 |
CBLI [Member] | ||
NON-CASH INVESTING AND FINANCING ACTIVITIES: | ||
Merger non-cash APIC | 6,742,760 | 0 |
Acquisition, net of cash received | 13,116,459 | 0 |
ImQuest [Member] | ||
NON-CASH INVESTING AND FINANCING ACTIVITIES: | ||
Acquisition, net of cash received | 529,500 | 0 |
ImQuest [Member] | ||
Cash flows from investing activities: | ||
Cash acquired, acquisition | 529,499 | 0 |
CBLI [Member] | ||
Cash flows from investing activities: | ||
Cash acquired, acquisition | 13,116,459 | 0 |
Restricted Stock [Member] | ||
Adjustments to reconcile net loss to net cash used in operating activities: | ||
Services obtained for common shares | $ 235,538 | $ 0 |
Note 1 - Description of Busines
Note 1 - Description of Business | 9 Months Ended |
Sep. 30, 2021 | |
Notes to Financial Statements | |
Organization, Consolidation and Presentation of Financial Statements Disclosure [Text Block] | 1. On July 27, 2021, Company Statera Merger Sub Old Cytocom October 16, 2020, Merger September 1, 2021, The Company was incorporated in Delaware in June 2003 U.S. Russia two one 612, BioLab 612 2012 November 2020; Panacela RUSNANO 2011. Statera Biopharma Company we us our 612, On June 24, 2021, July 17, 2020, In addition, the Company has an investment in Genome Protection, Inc. (" GPI not September 30, 2021 no Statera Biopharma is a clinical-stage biopharmaceutical company developing novel immunotherapies targeting autoimmune, neutropenia/anemia, emerging viruses and cancers based on a proprietary platform designed to rebalance the body’s immune system and restore homeostasis. Statera has one TLR4 TLR9 TLR5 GP532. Statera is developing therapies designed to directly elicit within patients a robust and durable response of antigen-specific killer T-cells and antibodies, thereby activating essential immune defenses against autoimmune, inflammatory, and infectious diseases and cancers. In the next 12 201 401 19 205 Going Concern At September 30, 2021, September 30, 2021. nine September 30, 2021 2020, may one Management intends to fund future operations through additional private or public debt or equity offerings and may September 30, 2021 not one not The accompanying condensed consolidated financial statements for the nine September 30, 2021 2020 12 no |
Note 2 - Summary of Significant
Note 2 - Summary of Significant Accounting Policies | 9 Months Ended |
Sep. 30, 2021 | |
Notes to Financial Statements | |
Significant Accounting Policies [Text Block] | 2. Basis of Presentation and Consolidation These unaudited interim condensed consolidated financial statements reflect the historical results of Old Cytocom prior to the completion of the Merger, and do not GAAP 3, The accompanying unaudited condensed consolidated financial statements have been prepared in accordance with accounting principles generally accepted in the United States of America pursuant to the requirements of the Securities and Exchange Commission (“SEC”) for interim financial information and with the instructions to Form 10 8 03 X. not not 10 December 31, 2020 In the opinion of the Company’s management, any adjustments contained in the accompanying unaudited consolidated financial statements are of a normal recurring nature, and are necessary to fairly present the financial position of the Company as of September 30, 2021 three nine September 30, 2021 2020 nine September 30, 2021 2020 not may Recent Accounting Pronouncements From time to time, new accounting pronouncements are issued by the Financial Accounting Standards Board (" FASB not not Use of Estimates The preparation of financial statements in conformity with GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities, disclosure of contingent assets and liabilities at the date of the financial statements, and the reported amounts of revenues and expenses during the reporting period. Actual results could differ from those estimates. Other Comprehensive Income (Loss) The Company applies the Accounting Standards Codification (" ASC nine September 30, 2021 Gains and losses on foreign exchange translations Beginning balance $ - Other comprehensive income (loss) before reclassifications (2,014 ) Amounts reclassified from accumulated other comprehensive loss — Ending balance $ (2,014 ) Accounting for Stock-Based Compensation The Cleveland Biolabs, Inc. Equity Incentive Plan, adopted in 2018 Plan September 30, 2021 November 9, 2021, may 2018 no The 2013 ESPP may September 30, 2021 January 1 December 31st The Company utilizes the Black-Scholes valuation model for estimating the fair value of all stock options granted where the vesting period is based on length of service or performance, while a Monte Carlo simulation model is used for estimating the fair value of stock options with market-based vesting conditions. No options were granted during the nine September 30, 2021 September 30, 2020 Income Taxes No income tax expense was recorded for the three nine September 30, 2021 2020 not 2021 not 2020 At September 30, 2021 not 2023, no not 2024. not 2027, not 2022. July 9, 2015 382 July 9, 2015, Earnings (Loss) per Share Basic net loss per share of common stock excludes dilution for potential common stock issuances and is computed by dividing net loss by the weighted average number of shares outstanding for the period. Diluted net loss per share reflects the potential dilution that could occur if securities or other contracts to issue common stock were exercised or converted into common stock. Diluted net loss per share is identical to basic net loss per share as potentially dilutive securities have been excluded from the calculation of diluted net loss per common share because the inclusion of such securities would be antidilutive. The Company has excluded the following securities from the calculation of diluted net loss per share because all such securities were antidilutive for the periods presented. Additionally, there were no September 30, 2021 As of September 30, Common Equivalent Securities 2021 2020 Warrants 3,171,859 — Restricted Stock Units 1,567,368 — Options 45,468 — Total 4,784,695 — Contingencies From time to time, the Company may Revenue Recognition Upon the integration of the newly acquired ImQuest, the Company has implemented the five 606, 606” • Step 1: • Step 2: • Step 3: • Step 4: • Step 5: In the nine September 30, 2021, The Company provides preclinical CRO services to evaluate the potential of new and novel pharmaceutical products for the treatment and prevention of viruses, bacteria, cancer and inflammatory diseases. These preclinical research services include compound screening, efficacy analysis, drug target validations, mechanism of action research, and toxicity studies in multiple pharmaceutical areas. The Company has concluded that each provision of its CRO services is a distinct and single performance obligation as the customer benefits from the services once they have the opportunity to question the findings and receive the final report which summarizes the research results. Management determined each promised good and service in the contract related to its CRO services should be bundled into a single performance obligation because even though the contract explicitly states individual promises such as consultation services combined with a range of tests that are carried out in order to conduct the preclinical research, the culmination of the individual promises is the CRO services which is a single performance obligation. The amount the Company earns for its CRO services is typically a fixed fee per project. Revenue from the project is recognized at the point in time when the final report is delivered to the customer and thus the performance obligation is satisfied. At the time the final report is delivered: (a) the Company has the right to payment for the report, (b) the customer has legal title to the report, (c) physical transfer of the report has occurred and the customer has taken possession of the report, (d) the customer now has benefit and the risk of ownership of the report, and (e) the customer has accepted the report. Revenue collected in advance of delivery of the final report is classified as a contract liability on the consolidated balance sheet At contract inception, once the contract is determined to be within the scope of ASC 606, Collaborative Arrangements The company accounts for transactions under collaborative arrangements under the same method as described above under ASC 606. Cash and Cash Equivalents The Company considers all highly liquid investments with original maturities at the date of purchase of three three September 30, 2021 December 31, 2020 $250,000. September 30, 2021 December 31, 2020, Restricted Cash The Company considers all cash held for specific reasons and not September 30, 2021 December 31, 2020 May 1, 2024 first 12 first June, 2022. no 12 Accounts Receivable Accounts receivable are recorded net of an allowance for credit losses, which is recorded as an offset to accounts receivable and changes in such are classified as general and administrative expense in the consolidated statements of operations. The Company assesses collectability by reviewing accounts receivable on an individual basis when the Company identifies specific customers with known disputes or collectability issues. The Company assesses past due amounts by reviewing the payment terms of the contracts with the Company’s customers. In determining the amount of the allowance for credit losses, the Company makes judgments about the creditworthiness of customers based on ongoing credit evaluations. The Company writes off uncollectable accounts receivable against the allowance based on facts and circumstances for specific customers when management determines that collectability is remote. There is no allowance for doubtful account as of September 30, 2021 December 31, 2020. nine September 30, 2021 2020, not Goodwill We test goodwill for impairment in our fourth not not not not not not Intangible Assets The Company has two identified finite-lived intangible assets, its customer base and tradenames and trademarks. The customer base and tradenames have a useful life of 20 years and 3 years, respectively. The intangible assets are amortized on a straight-line basis over their useful lives. The Company reviews all finite lived intangible assets for impairment when circumstances indicate that their carrying values may not not nine September 30, 2021 2020. |
Note 3 - Merger with Old Cytoco
Note 3 - Merger with Old Cytocom | 9 Months Ended |
Sep. 30, 2021 | |
Notes to Financial Statements | |
Mergers, Acquisitions and Dispositions Disclosures [Text Block] | 3. On July 27, 2021, Under the terms of the Merger, at the effective time of the Merger, the Company issued shares of its common stock to Old Cytocom stockholders (but excluding those Old Cytocom stockholders who had been holders of stock of ImQuest prior to merger between Old Cytocom and ImQuest in June 2021), Exchange Ratio June 2021 ( ImQuest Merger 30 July 27, 2021, At the effective time of the Merger, the Company also became party to a number of warrants that had been issued by Old Cytocom. At the time of the Company’s first April 26, 2021, Avenue April 26, 2021, Avenue Facility July 30, 2021, Avenue Warrant may April 30, 2026. may In connection with the Company’s entry into the Amended and Restated Share Purchase Agreement, dated as of July 27, 2021, GEM GEM Agreement GEM Warrant one not 10 may July 28, 2024. may Immediately after the closing of the Merger, the Company issued warrants (the “ 2021 3 4 2021 2021 may 2021 December 10, 2021. 2021 December 10, 2022. 2021 2021 2021 may The Company’s management has evaluated all the terms of the warrant agreements and determined that the warrants shall be accounted for as equity instruments as no 480 All Old Cytocom vested restricted stock units outstanding prior to the effective time of the Merger were exchanged for shares of the Company’s common stock in accordance with the Exchange Ratio. Each unvested Old Cytocom restricted stock unit was converted into a number of restricted stock units of the Company, as determined in accordance with the exchange ratio formula described above. The terms (including, without limitation, the vesting terms) of each such substitute restricted stock unit are substantially equivalent to those of the Old Cytocom restricted stock unit being replaced. Cleveland BioLabs, Inc. equity awards issued and outstanding at the time of the Merger remained issued and outstanding and were not July 27, 2021, Allocation of Purchase Consideration Pursuant to business combination accounting, the Company applied the acquisition method, which requires the assets acquired and liabilities assumed be recorded at fair value with limited exceptions. The purchase price for Cleveland BioLabs, Inc. on July 27, 2021, July 27, 2021 Number of shares of the combined company owned by Cleveland BioLabs, Inc. stockholders 15,478,945 (1 ) Multiplied by the price per share of Cleveland BioLabs, Inc. common stock $ 4.99 (2 ) Total purchase price $ 77,239,936 1. Represents the number of shares of common stock of the combined company that Cleveland BioLabs, Inc. stockholders owned as of the closing of the Merger pursuant to the Merger Agreement. This amount is calculated as 15,478,945 shares of Cleveland BioLabs, Inc. common stock outstanding as of July 27, 2021. 2. The fair value of Cleveland BioLabs, Inc. common stock used in determining the purchase price was $4.99. Under the acquisition method of accounting, the total purchase price was allocated to tangible and identifiable intangible assets acquired and liabilities assumed of Cleveland BioLabs, Inc. on the basis of their estimated fair values as of the transaction closing date on July 27, 2021. The following table summarizes the allocation of the purchase consideration to the assets acquired and liabilities assumed based on their fair values as of July 27, 2021: July 27, 2021 Tangible Assets Acquired Cash and cash equivalents $ 13,116,460 Other receivables 25,142 Other current assets 44,507 Fixed assets - net 4,954 Panacela ( 67.57 178,388 Total Tangible Assets 13,369,451 Assumed Liabilities Accounts payable (426,570 ) Accrued expenses (41,755 ) Total Liabilities (468,325 ) Net Tangible Assets/Liabilities 12,901,126 Intangible Assets Acquired In-process R&D - Total Intangible Assets Acquired - Goodwill 64,338,810 Total Net Assets Acquired $ 77,239,936 The Company believes that the historical values of Cleveland BioLabs, Inc.’s current assets and current liabilities approximate fair value based on the short-term nature of such items. The final allocation of the purchase price is dependent on the finalization of the valuation of the fair value of assets acquired and liabilities assumed and may no one The Accumulated Cost Method was used to value the Intellectual Property/Technology (in–process research & development) intangible assets based on historical costs. Goodwill The excess of the purchase price over the assets acquired and liabilities assumed represents goodwill. The goodwill is primarily attributable to the synergies expected to arise after the acquisition and is not Transaction Costs Transaction costs associated with the Merger of approximately $0.8 million and $0.3 million are included in general and administrative expense for nine September 30, 2021 twelve December 31, 2021, Pro Forma Results in connection with the Merger The Company’s operating results include $0.2 million of operating expenses attributable to the former Cleveland BioLabs, Inc. business activities for the period of July 27, 2021 September 30, 2021. The unaudited financial information in the following table summarizes the combined results of operations of the Company and Cleveland BioLabs, Inc., on a pro forma basis, as if the Merger occurred at the beginning of the periods presented. Nine Months Ended September 30, 2020 2021 Revenue $ 2,214,344 $ 1,665,992 Net loss $ (9,501,191 ) $ (24,612,658 ) The above unaudited pro forma information was determined based on historical GAAP results of Old Cytocom, ImQuest and Cleveland BioLabs, Inc. The unaudited pro forma combined results do not January 1, 2020. • Combined transaction costs of $0.97 million for the nine September 30, 2021. 2020. |
Note 4 - Other Current Assets
Note 4 - Other Current Assets | 9 Months Ended |
Sep. 30, 2021 | |
Notes to Financial Statements | |
Other Current Assets [Text Block] | 4. Other Current Assets Other current assets consist of the following: September 30, 2021 December 31, 2020 Vendor escrow $ 300,000 - Deferred debt issuance costs 677,488 - Security deposits 33,577 - Other current assets 34,267 2,547 $ 1,045,332 $ 2,547 |
Note 5 - Prepaid Expenses
Note 5 - Prepaid Expenses | 9 Months Ended |
Sep. 30, 2021 | |
Notes to Financial Statements | |
Prepaid Expenses Disclosure [Text Block] | 5. Prepaid Expenses Prepaid expenses consist of the following: September 30, 2021 December 31, 2020 Insurance $ 722,825 - Dues and subscriptions 468,804 - Clinical research costs 1,566,753 - Consultants and contractors 330,090 - $ 2,688,472 $ - |
Note 6 - Accounts Payable and A
Note 6 - Accounts Payable and Accrued Expenses | 9 Months Ended |
Sep. 30, 2021 | |
Notes to Financial Statements | |
Accounts Payable and Accrued Liabilities Disclosure [Text Block] | 6. Accounts Payable and Accrued Expenses Accounts payable and accrued expenses consist of the following: September, 2021 December 31, 2020 Accounts payable $ 3,188,759 $ 1,134,893 Accrued warrant liability 945,736 - Accrued payroll 135,075 217,319 Accrued interest and fees 921,527 647,393 Accrued legal settlement fee 275,000 - Other accrued expenses 462,708 688,242 $ 5,928,805 $ 2,687,847 |
Note 7 - Notes Payable and Adva
Note 7 - Notes Payable and Advances from Related Party | 9 Months Ended |
Sep. 30, 2021 | |
Notes to Financial Statements | |
Short-term Debt [Text Block] | 7. Notes Payable and Advances from Related Party Notes payable consist of the following: September 30, 2021 December 31, 2020 Short-term portion of Avenue Ventures note payable $ 2,083,333 $ - Short-term notes payable 800,000 1,902,237 $ 2,883,333 $ 1,902,237 As of September 30, 2021 December 31, 2020, nine September 30, 2021, $906,212. September 16, 2021. Advances from related party consist of the following: September 30, 2021 December 31, 2020 Advance from Noreen Griffin $ 200,000 $ - $ 200,000 $ - Refer to Note 16 |
Note 8 - Long-term Debt
Note 8 - Long-term Debt | 9 Months Ended |
Sep. 30, 2021 | |
Notes to Financial Statements | |
Long-term Debt [Text Block] | 8. Long-term debt Long-term debt consists of the following: September 30, 2021 December 31, 2020 Long-term portion of Avenue Ventures note payable $ 12,916,667 $ - $ 12,916,667 $ - |
Note 9 - Leases
Note 9 - Leases | 9 Months Ended |
Sep. 30, 2021 | |
Notes to Financial Statements | |
Lessee, Operating Leases [Text Block] | 9. Leases The Company’s leases do not The Company’s weighted-average remaining lease term relating to its operating leases is 5.22 years, with a weighted-average discount rate of the 13.13%. The Company incurred lease expense for its operating leases of $103,959 and $3,347, which was included in general and administrative expenses in the condensed consolidated statements of operation for the periods ended September 2021 2020, nine September 30, 2021 2020, The following table presents information about the future maturity of the lease liability under the Company’s operating leases as of September 30, 2021. Maturity of Lease Liability Total 2021 $ 72,796 2022 299,888 2023 260,600 2024 165,375 2025 173,644 Thereafter 405,930 Total undiscounted lease payments 1,378,233 Less: Imputed interest 442,528 Present value of lease liabilities $ 935,705 Remaining lease term (years) 5.14 |
Note 10 - Equipment
Note 10 - Equipment | 9 Months Ended |
Sep. 30, 2021 | |
Notes to Financial Statements | |
Property, Plant and Equipment Disclosure [Text Block] | 10. Equipment Equipment, net as of September 30, 2021 December 31, 2020, September 30, 2021 December 31, 2020 Computer equipment $ 78,322 $ 9,637 Furniture and Fixtures 45,987 - Laboratory Equipment 34,393 - Accumulated depreciation (39,569 ) (947 ) Net carrying value $ 119,133 $ 8,690 During the nine September 30, 2021 2020, |
Note 11 - Business Combination
Note 11 - Business Combination - ImQuest Acquisition | 9 Months Ended |
Sep. 30, 2021 | |
Notes to Financial Statements | |
Business Combination Disclosure [Text Block] | 11. Business Combination ImQuest Acquisition On June 24, 2021, June 30, 2021, not At close, as consideration for the acquisition Old Cytocom was required to issue up to a maximum of 3 million shares of Old Cytocom Series A preferred stock, in accordance with the Agreement and Plan of Merger dated July 17, 2020. not September 30, 2021 30 The Company recorded Goodwill in the amount of $12,633,858 as a result of the acquisition. As of September 30, 2021 not September 30, 2021 no no no December 31, 2021. may |
Note 12 - Intangible Assets
Note 12 - Intangible Assets | 9 Months Ended |
Sep. 30, 2021 | |
Notes to Financial Statements | |
Intangible Assets Disclosure [Text Block] | 12. Intangible assets Intangible assets, net as of September 30, 2021 December 31, 2020, September 30, 2021 December 31, 2020 Customer base $ 1,575,000 $ - Trade-names/marks 134,300 - Accumulated amortization (134,022 ) - Net carrying value $ 1,575,278 $ - The purchase price allocation accounting for the Imquest acquisition is preliminary, as the Company is still undergoing fair value studies. Any purchase price accounting may During the nine September 30, 2021 2020, |
Note 13 - Fair Value of Financi
Note 13 - Fair Value of Financial Instruments | 9 Months Ended |
Sep. 30, 2021 | |
Notes to Financial Statements | |
Fair Value Disclosures [Text Block] | 13. The Company has measured and recorded short-term investments and certain warrants as liabilities at fair value in the accompanying financial statements. Fair value is defined as the exchange price that would be received for an asset or paid to transfer a liability, an exit price, in the principal or most advantageous market for the asset or liability in an orderly transaction between market participants on the measurement date. Valuation techniques used to measure fair value must maximize the use of observable inputs and minimize the use of unobservable inputs. The three • Level 1 • Level 2 • Level 3 no Short-term investments primarily include certificates of deposit at commercial banking institutions, with maturities of three 2 There were no assets and liabilities measured at fair value as of December 31, 2020. September 30, 2021, As of September 30, 2021 Level 1 Level 2 Level 3 Total Assets: Cash and cash equivalents $ — $ — $ — $ — Short-term investments — 233,642 — 233,642 Total assets $ — $ 233,642 $ — $ 233,642 Liabilities: Accrued warrant liability $ — $ — $ (945,736 ) $ (945,736 ) The following table sets forth a summary of changes in the fair value of the Company’s Level 3 Three Months Ended Three Months Ended September 30, 2021 September 30, 2020 Accrued Warrant Liability Accrued Warrant Liability Beginning Balance $ (945,736 ) $ - Total (gains) or losses, realized and unrealized, included in earnings (1) — — Issuances — — Settlements — — Ending Balance $ (945,736 ) $ - ( 1 three nine September 30, 2021 2020 The accrued warrant liability of $0.95 million represented on the Company’s balance sheet for the period ending September 30, 2021 2020 2021 may As of September 30, 2021 December 31, 2020 The carrying amounts of the Company’s short-term financial instruments, which include cash and cash equivalents, accounts receivable and accounts payable, approximate their fair values due to their short maturities. |
Note 14 - Stockholders' Equity
Note 14 - Stockholders' Equity | 9 Months Ended |
Sep. 30, 2021 | |
Notes to Financial Statements | |
Stockholders' Equity Note Disclosure [Text Block] | 14. On February 19, 2021, Purchase Agreement Registered Direct Shares February 23, 2021. Wainwright Placement Agent Warrants five Following the closing of the Merger, Wainwright notified the Company of its election to cause the Company to repurchase the Placement Agent Warrants, as well as another series of warrants issued to Wainwright in 2020, The Company has granted options to employees and Board members to purchase shares of common stock. The following is a summary of option award activity during the nine September 30, 2021 Total Stock Options Outstanding Weighted Average Exercise Price per Share December 31, 2020 76,064 $ 27.35 Granted — — Vested — — Forfeited, Canceled (30,596 ) 46.77 September 30, 2021 45,468 $ 14.28 The following is a summary of outstanding stock options as of September 30, 2021 As of September 30, 2021 Stock Options Outstanding Vested Stock Options Quantity 45,468 45,468 Weighted Average Exercise Price $ 14.28 $ 14.28 Weighted Average Remaining Contractual Term (in Years) 2.76 2.76 Intrinsic Value $ — $ — For the nine September 30, 2021 2020 As of September 30, 2021 no not As of September 30, 2021 |
Note 15 - Warrants
Note 15 - Warrants | 9 Months Ended |
Sep. 30, 2021 | |
Notes to Financial Statements | |
Derivative Instruments and Hedging Activities Disclosure [Text Block] | 15. In connection with previous sales of the Company’s common stock and the issuance of debt instruments, warrants were issued which presently have exercise prices ranging from $0.01 to $8.75. The warrants expire between one seven no 480 12. The following table summarizes the outstanding warrant activity during the nine September 30, 2021 Number of Warrants Weighted Average Exercise Price December 31, 2020 371,340 $ 7.28 Granted 3,022,340 4.94 Exercised (92,883 ) 2.03 Forfeited, Canceled (128,938 ) 16.63 September 30, 2021 3,171,859 $ 4.82 Of the 3,171,859 warrants outstanding as of September 30, 2021, |
Note 16 - Significant Alliances
Note 16 - Significant Alliances and Related Parties | 9 Months Ended |
Sep. 30, 2021 | |
Notes to Financial Statements | |
Related Party Transactions Disclosure [Text Block] | 16. Roswell Park Cancer Institute The Company has entered into several agreements with Roswell Park Cancer Institute (" RPCI 1 1 CBL0137 Curaxin three nine September 30, 2021 2020, The Cleveland Clinic The Company has entered into an exclusive license agreement with The Cleveland Clinic pursuant to which the Company was granted an exclusive license to The Cleveland Clinic’s research base underlying entolimod's therapeutic platform and certain product candidates licensed to Panacela. The Company has the primary responsibility to fund all newly developed patents. However, The Cleveland Clinic retains ownership of those patents covered by the agreement. The Company also agreed to use commercially diligent efforts to bring one August 6, 2018, no nine September 30, 2021 2020 nine September 30, 2021 2020 Buffalo BioLabs and Incuron Our Global Head of Research and Development, Dr. Andrei Gudkov, has business relationships with Buffalo BioLabs, LLC (" BBL three nine September 30, 2021 2020. three nine September 30, 2021 September 30, 2020 September 30, 2021 2020 Dr. Gudkov is also an uncompensated member of the board of directors for Incuron. Pursuant to master service and development agreements we have with Incuron, the Company performs various research, business development, clinical advisory, and management services for Incuron. The Company recognized revenue of $0 and $0 and $0 and $49,357 for the three nine September 30, 2021 2020, three nine September 30, 2021 2020, September 30, 2021 2020 Genome Protection GPI incurred $13,440 and $40,320 and $13,440 and $40,320 in consultant expenses with members of the Company's Board of Directors and management team during the three nine September 30, 2021 2020, Noreen Griffin Noreen Griffin served as Chief Executive Officer of Old Cytocom from the date of its incorporation until June 30, 2020, April 1, 2020 September 30, 2020. September 30, 2021, June 30, 2020). In April, 2021 September 30, 2021 |
Note 17 - Commitments and Conti
Note 17 - Commitments and Contingencies | 9 Months Ended |
Sep. 30, 2021 | |
Notes to Financial Statements | |
Commitments and Contingencies Disclosure [Text Block] | 17. Commitments and Contingencies On March 19, 2021, 2021 0242, 4 4 April 30, 2021. July 7, 2021, July 8, 2021, As of the balance sheet date management believes that it is probable that a settlement will be reached. Management estimates the likely settlement amount to be $275,000, therefore we have accrued this amount in accounts payable and accrued expenses. |
Note 18 - Subsequent Events
Note 18 - Subsequent Events | 9 Months Ended |
Sep. 30, 2021 | |
Notes to Financial Statements | |
Subsequent Events [Text Block] | 18. Subsequent Events Management evaluated all events or transactions that occurred after September 30, 2021 On November 9, 2021, may On November 9, 2021, November 8, 2021, |
Significant Accounting Policies
Significant Accounting Policies (Policies) | 9 Months Ended |
Sep. 30, 2021 | |
Accounting Policies [Abstract] | |
Basis of Accounting, Policy [Policy Text Block] | Basis of Presentation and Consolidation These unaudited interim condensed consolidated financial statements reflect the historical results of Old Cytocom prior to the completion of the Merger, and do not GAAP 3, The accompanying unaudited condensed consolidated financial statements have been prepared in accordance with accounting principles generally accepted in the United States of America pursuant to the requirements of the Securities and Exchange Commission (“SEC”) for interim financial information and with the instructions to Form 10 8 03 X. not not 10 December 31, 2020 In the opinion of the Company’s management, any adjustments contained in the accompanying unaudited consolidated financial statements are of a normal recurring nature, and are necessary to fairly present the financial position of the Company as of September 30, 2021 three nine September 30, 2021 2020 nine September 30, 2021 2020 not may |
New Accounting Pronouncements, Policy [Policy Text Block] | Recent Accounting Pronouncements From time to time, new accounting pronouncements are issued by the Financial Accounting Standards Board (" FASB not not |
Use of Estimates, Policy [Policy Text Block] | Use of Estimates The preparation of financial statements in conformity with GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities, disclosure of contingent assets and liabilities at the date of the financial statements, and the reported amounts of revenues and expenses during the reporting period. Actual results could differ from those estimates. |
Comprehensive Income, Policy [Policy Text Block] | Other Comprehensive Income (Loss) The Company applies the Accounting Standards Codification (" ASC nine September 30, 2021 Gains and losses on foreign exchange translations Beginning balance $ - Other comprehensive income (loss) before reclassifications (2,014 ) Amounts reclassified from accumulated other comprehensive loss — Ending balance $ (2,014 ) |
Share-based Payment Arrangement [Policy Text Block] | Accounting for Stock-Based Compensation The Cleveland Biolabs, Inc. Equity Incentive Plan, adopted in 2018 Plan September 30, 2021 November 9, 2021, may 2018 no The 2013 ESPP may September 30, 2021 January 1 December 31st The Company utilizes the Black-Scholes valuation model for estimating the fair value of all stock options granted where the vesting period is based on length of service or performance, while a Monte Carlo simulation model is used for estimating the fair value of stock options with market-based vesting conditions. No options were granted during the nine September 30, 2021 September 30, 2020 |
Income Tax, Policy [Policy Text Block] | Income Taxes No income tax expense was recorded for the three nine September 30, 2021 2020 not 2021 not 2020 At September 30, 2021 not 2023, no not 2024. not 2027, not 2022. July 9, 2015 382 July 9, 2015, |
Earnings Per Share, Policy [Policy Text Block] | Earnings (Loss) per Share Basic net loss per share of common stock excludes dilution for potential common stock issuances and is computed by dividing net loss by the weighted average number of shares outstanding for the period. Diluted net loss per share reflects the potential dilution that could occur if securities or other contracts to issue common stock were exercised or converted into common stock. Diluted net loss per share is identical to basic net loss per share as potentially dilutive securities have been excluded from the calculation of diluted net loss per common share because the inclusion of such securities would be antidilutive. The Company has excluded the following securities from the calculation of diluted net loss per share because all such securities were antidilutive for the periods presented. Additionally, there were no September 30, 2021 As of September 30, Common Equivalent Securities 2021 2020 Warrants 3,171,859 — Restricted Stock Units 1,567,368 — Options 45,468 — Total 4,784,695 — |
Commitments and Contingencies, Policy [Policy Text Block] | Contingencies From time to time, the Company may |
Revenue [Policy Text Block] | Revenue Recognition Upon the integration of the newly acquired ImQuest, the Company has implemented the five 606, 606” • Step 1: • Step 2: • Step 3: • Step 4: • Step 5: In the nine September 30, 2021, The Company provides preclinical CRO services to evaluate the potential of new and novel pharmaceutical products for the treatment and prevention of viruses, bacteria, cancer and inflammatory diseases. These preclinical research services include compound screening, efficacy analysis, drug target validations, mechanism of action research, and toxicity studies in multiple pharmaceutical areas. The Company has concluded that each provision of its CRO services is a distinct and single performance obligation as the customer benefits from the services once they have the opportunity to question the findings and receive the final report which summarizes the research results. Management determined each promised good and service in the contract related to its CRO services should be bundled into a single performance obligation because even though the contract explicitly states individual promises such as consultation services combined with a range of tests that are carried out in order to conduct the preclinical research, the culmination of the individual promises is the CRO services which is a single performance obligation. The amount the Company earns for its CRO services is typically a fixed fee per project. Revenue from the project is recognized at the point in time when the final report is delivered to the customer and thus the performance obligation is satisfied. At the time the final report is delivered: (a) the Company has the right to payment for the report, (b) the customer has legal title to the report, (c) physical transfer of the report has occurred and the customer has taken possession of the report, (d) the customer now has benefit and the risk of ownership of the report, and (e) the customer has accepted the report. Revenue collected in advance of delivery of the final report is classified as a contract liability on the consolidated balance sheet At contract inception, once the contract is determined to be within the scope of ASC 606, |
Collaborative Arrangement, Accounting Policy [Policy Text Block] | Collaborative Arrangements The company accounts for transactions under collaborative arrangements under the same method as described above under ASC 606. |
Cash and Cash Equivalents, Policy [Policy Text Block] | Cash and Cash Equivalents The Company considers all highly liquid investments with original maturities at the date of purchase of three three September 30, 2021 December 31, 2020 $250,000. September 30, 2021 December 31, 2020, |
Cash and Cash Equivalents, Restricted Cash and Cash Equivalents, Policy [Policy Text Block] | Restricted Cash The Company considers all cash held for specific reasons and not September 30, 2021 December 31, 2020 May 1, 2024 first 12 first June, 2022. no 12 |
Accounts Receivable [Policy Text Block] | Accounts Receivable Accounts receivable are recorded net of an allowance for credit losses, which is recorded as an offset to accounts receivable and changes in such are classified as general and administrative expense in the consolidated statements of operations. The Company assesses collectability by reviewing accounts receivable on an individual basis when the Company identifies specific customers with known disputes or collectability issues. The Company assesses past due amounts by reviewing the payment terms of the contracts with the Company’s customers. In determining the amount of the allowance for credit losses, the Company makes judgments about the creditworthiness of customers based on ongoing credit evaluations. The Company writes off uncollectable accounts receivable against the allowance based on facts and circumstances for specific customers when management determines that collectability is remote. There is no allowance for doubtful account as of September 30, 2021 December 31, 2020. nine September 30, 2021 2020, not |
Goodwill and Intangible Assets, Goodwill, Policy [Policy Text Block] | Goodwill We test goodwill for impairment in our fourth not not not not not not |
Intangible Assets, Finite-Lived, Policy [Policy Text Block] | Intangible Assets The Company has two identified finite-lived intangible assets, its customer base and tradenames and trademarks. The customer base and tradenames have a useful life of 20 years and 3 years, respectively. The intangible assets are amortized on a straight-line basis over their useful lives. The Company reviews all finite lived intangible assets for impairment when circumstances indicate that their carrying values may not not nine September 30, 2021 2020. |
Note 2 - Summary of Significa_2
Note 2 - Summary of Significant Accounting Policies (Tables) | 9 Months Ended |
Sep. 30, 2021 | |
Notes Tables | |
Schedule of Accumulated Other Comprehensive Income (Loss) [Table Text Block] | Gains and losses on foreign exchange translations Beginning balance $ - Other comprehensive income (loss) before reclassifications (2,014 ) Amounts reclassified from accumulated other comprehensive loss — Ending balance $ (2,014 ) |
Schedule of Antidilutive Securities Excluded from Computation of Earnings Per Share [Table Text Block] | As of September 30, Common Equivalent Securities 2021 2020 Warrants 3,171,859 — Restricted Stock Units 1,567,368 — Options 45,468 — Total 4,784,695 — |
Note 3 - Merger with Old Cyto_2
Note 3 - Merger with Old Cytocom (Tables) | 9 Months Ended |
Sep. 30, 2021 | |
Notes Tables | |
Schedule of Business Acquisitions, by Acquisition [Table Text Block] | July 27, 2021 Number of shares of the combined company owned by Cleveland BioLabs, Inc. stockholders 15,478,945 (1 ) Multiplied by the price per share of Cleveland BioLabs, Inc. common stock $ 4.99 (2 ) Total purchase price $ 77,239,936 |
Schedule of Recognized Identified Assets Acquired and Liabilities Assumed [Table Text Block] | July 27, 2021 Tangible Assets Acquired Cash and cash equivalents $ 13,116,460 Other receivables 25,142 Other current assets 44,507 Fixed assets - net 4,954 Panacela ( 67.57 178,388 Total Tangible Assets 13,369,451 Assumed Liabilities Accounts payable (426,570 ) Accrued expenses (41,755 ) Total Liabilities (468,325 ) Net Tangible Assets/Liabilities 12,901,126 Intangible Assets Acquired In-process R&D - Total Intangible Assets Acquired - Goodwill 64,338,810 Total Net Assets Acquired $ 77,239,936 |
Business Acquisition, Pro Forma Information [Table Text Block] | Nine Months Ended September 30, 2020 2021 Revenue $ 2,214,344 $ 1,665,992 Net loss $ (9,501,191 ) $ (24,612,658 ) |
Note 4 - Other Current Assets (
Note 4 - Other Current Assets (Tables) | 9 Months Ended |
Sep. 30, 2021 | |
Notes Tables | |
Schedule of Other Current Assets [Table Text Block] | September 30, 2021 December 31, 2020 Vendor escrow $ 300,000 - Deferred debt issuance costs 677,488 - Security deposits 33,577 - Other current assets 34,267 2,547 $ 1,045,332 $ 2,547 |
Note 5 - Prepaid Expenses (Tabl
Note 5 - Prepaid Expenses (Tables) | 9 Months Ended |
Sep. 30, 2021 | |
Notes Tables | |
Schedule of Prepaid Expenses [Table Text Block] | September 30, 2021 December 31, 2020 Insurance $ 722,825 - Dues and subscriptions 468,804 - Clinical research costs 1,566,753 - Consultants and contractors 330,090 - $ 2,688,472 $ - |
Note 6 - Accounts Payable and_2
Note 6 - Accounts Payable and Accrued Expenses (Tables) | 9 Months Ended |
Sep. 30, 2021 | |
Notes Tables | |
Schedule of Accounts Payable and Accrued Liabilities [Table Text Block] | September, 2021 December 31, 2020 Accounts payable $ 3,188,759 $ 1,134,893 Accrued warrant liability 945,736 - Accrued payroll 135,075 217,319 Accrued interest and fees 921,527 647,393 Accrued legal settlement fee 275,000 - Other accrued expenses 462,708 688,242 $ 5,928,805 $ 2,687,847 |
Note 7 - Notes Payable and Ad_2
Note 7 - Notes Payable and Advances from Related Party (Tables) | 9 Months Ended |
Sep. 30, 2021 | |
Notes Tables | |
Schedule of Short-term Debt [Table Text Block] | September 30, 2021 December 31, 2020 Short-term portion of Avenue Ventures note payable $ 2,083,333 $ - Short-term notes payable 800,000 1,902,237 $ 2,883,333 $ 1,902,237 September 30, 2021 December 31, 2020 Advance from Noreen Griffin $ 200,000 $ - $ 200,000 $ - |
Note 8 - Long-term Debt (Tables
Note 8 - Long-term Debt (Tables) | 9 Months Ended |
Sep. 30, 2021 | |
Notes Tables | |
Schedule of Long-term Debt Instruments [Table Text Block] | September 30, 2021 December 31, 2020 Long-term portion of Avenue Ventures note payable $ 12,916,667 $ - $ 12,916,667 $ - |
Note 9 - Leases (Tables)
Note 9 - Leases (Tables) | 9 Months Ended |
Sep. 30, 2021 | |
Notes Tables | |
Lessee, Operating Lease, Liability, Maturity [Table Text Block] | Maturity of Lease Liability Total 2021 $ 72,796 2022 299,888 2023 260,600 2024 165,375 2025 173,644 Thereafter 405,930 Total undiscounted lease payments 1,378,233 Less: Imputed interest 442,528 Present value of lease liabilities $ 935,705 Remaining lease term (years) 5.14 |
Note 10 - Equipment (Tables)
Note 10 - Equipment (Tables) | 9 Months Ended |
Sep. 30, 2021 | |
Notes Tables | |
Property, Plant and Equipment [Table Text Block] | September 30, 2021 December 31, 2020 Computer equipment $ 78,322 $ 9,637 Furniture and Fixtures 45,987 - Laboratory Equipment 34,393 - Accumulated depreciation (39,569 ) (947 ) Net carrying value $ 119,133 $ 8,690 |
Note 12 - Intangible Assets (Ta
Note 12 - Intangible Assets (Tables) | 9 Months Ended |
Sep. 30, 2021 | |
Notes Tables | |
Schedule of Finite-Lived Intangible Assets [Table Text Block] | September 30, 2021 December 31, 2020 Customer base $ 1,575,000 $ - Trade-names/marks 134,300 - Accumulated amortization (134,022 ) - Net carrying value $ 1,575,278 $ - |
Note 13 - Fair Value of Finan_2
Note 13 - Fair Value of Financial Instruments (Tables) | 9 Months Ended |
Sep. 30, 2021 | |
Notes Tables | |
Fair Value, by Balance Sheet Grouping [Table Text Block] | As of September 30, 2021 Level 1 Level 2 Level 3 Total Assets: Cash and cash equivalents $ — $ — $ — $ — Short-term investments — 233,642 — 233,642 Total assets $ — $ 233,642 $ — $ 233,642 Liabilities: Accrued warrant liability $ — $ — $ (945,736 ) $ (945,736 ) |
Fair Value, Liabilities Measured on Recurring Basis, Unobservable Input Reconciliation [Table Text Block] | Three Months Ended Three Months Ended September 30, 2021 September 30, 2020 Accrued Warrant Liability Accrued Warrant Liability Beginning Balance $ (945,736 ) $ - Total (gains) or losses, realized and unrealized, included in earnings (1) — — Issuances — — Settlements — — Ending Balance $ (945,736 ) $ - |
Note 14 - Stockholders' Equity
Note 14 - Stockholders' Equity (Tables) | 9 Months Ended |
Sep. 30, 2021 | |
Notes Tables | |
Share-based Payment Arrangement, Option, Activity [Table Text Block] | Total Stock Options Outstanding Weighted Average Exercise Price per Share December 31, 2020 76,064 $ 27.35 Granted — — Vested — — Forfeited, Canceled (30,596 ) 46.77 September 30, 2021 45,468 $ 14.28 |
Share-based Compensation Arrangements by Share-based Payment Award, Options, Vested and Expected to Vest, Outstanding [Table Text Block] | As of September 30, 2021 Stock Options Outstanding Vested Stock Options Quantity 45,468 45,468 Weighted Average Exercise Price $ 14.28 $ 14.28 Weighted Average Remaining Contractual Term (in Years) 2.76 2.76 Intrinsic Value $ — $ — |
Note 15 - Warrants (Tables)
Note 15 - Warrants (Tables) | 9 Months Ended |
Sep. 30, 2021 | |
Notes Tables | |
Schedule of Outstanding Warrants [Table Text Block] | Number of Warrants Weighted Average Exercise Price December 31, 2020 371,340 $ 7.28 Granted 3,022,340 4.94 Exercised (92,883 ) 2.03 Forfeited, Canceled (128,938 ) 16.63 September 30, 2021 3,171,859 $ 4.82 |
Note 1 - Description of Busin_2
Note 1 - Description of Business (Details Textual) | Jun. 24, 2021shares | Sep. 30, 2021USD ($) | Sep. 30, 2020USD ($) | Sep. 30, 2021USD ($) | Sep. 30, 2020USD ($) | Dec. 30, 2020USD ($) |
Number of Subsidiaries | 2 | |||||
Cash and Cash Equivalents, at Carrying Value, Ending Balance | $ 9,216,349 | $ 9,216,349 | $ 593,869 | |||
Retained Earnings (Accumulated Deficit), Ending Balance | (52,256,361) | (52,256,361) | $ (27,762,963) | |||
Net Income (Loss), Including Portion Attributable to Noncontrolling Interest, Total | $ (12,733,250) | $ (5,678,841) | $ (24,625,038) | $ (7,863,870) | ||
ImQuest [Member] | ||||||
Business Acquisition, Equity Interest Issued or Issuable, Number of Shares (in shares) | shares | 3,282,089 | |||||
BioLab 612 [Member] | ||||||
Number of Wholly Owned Subsidiaries | 1 | |||||
GPI [Member] | ||||||
Equity Method Investment, Ownership Percentage | 50.00% | 50.00% |
Note 2 - Summary of Significa_3
Note 2 - Summary of Significant Accounting Policies (Details Textual) - USD ($) | Nov. 09, 2021 | Jul. 09, 2015 | Sep. 30, 2021 | Sep. 30, 2020 | Sep. 30, 2021 | Sep. 30, 2020 | Dec. 31, 2020 |
Share-based Compensation Arrangement by Share-based Payment Award, Options, Grants in Period, Gross (in shares) | 0 | 0 | |||||
Income Tax Expense (Benefit), Total | $ 0 | $ 0 | $ 0 | $ 0 | |||
Stock Issued During Period, Shares, New Issues (in shares) | 6,459,948 | ||||||
Percentage of Common Shares Owned by Investor | 60.20% | ||||||
Cash Equivalents, at Carrying Value, Total | 0 | 0 | 0 | 0 | |||
Cash, Uninsured Amount | 12,951,581 | 12,951,581 | $ 331,385 | ||||
Restricted Cash, Total | 5,000,000 | $ 0 | 5,000,000 | 0 | |||
Accounts Receivable, Allowance for Credit Loss, Current | $ 0 | 0 | $ 0 | ||||
Accounts Receivable, Allowance for Credit Loss, Writeoff | $ 0 | $ 0 | |||||
Number of Finite-Lived Intangible Assets | 2 | 2 | |||||
Impairment of Intangible Assets (Excluding Goodwill), Total | $ 0 | ||||||
Customer Base [Member] | |||||||
Finite-Lived Intangible Asset, Useful Life (Year) | 20 years | ||||||
Trade Names [Member] | |||||||
Finite-Lived Intangible Asset, Useful Life (Year) | 3 years | ||||||
Avenue Capital Loan [Member] | |||||||
Debt Instrument, Face Amount | $ 15,000,000 | $ 15,000,000 | |||||
Debt Instrument, Interest Rate, Stated Percentage | 10.99% | 10.99% | |||||
Long-term Debt, Maturities, Repayments of Principal in Next Rolling Twelve Months | $ 0 | $ 0 | |||||
Domestic Tax Authority [Member] | |||||||
Operating Loss Carryforwards, Total | 193,900,000 | 193,900,000 | |||||
Operating Loss Carryforwards, Amount Subject to Expiration | 140,600,000 | 140,600,000 | |||||
Operating Loss Carryforwards, Amount Not Subject to Expiration | 53,300,000 | 53,300,000 | |||||
Tax Credit Carryforward, Amount | 4,300,000 | 4,300,000 | |||||
Operating Loss Carryforwards With Limited Ability to Utilize | 124,800,000 | 124,800,000 | |||||
Tax Credit Carryforwards With Limited Ability to Utilize | 3,650,000 | 3,650,000 | |||||
State and Local Jurisdiction [Member] | |||||||
Operating Loss Carryforwards, Total | 112,200,000 | 112,200,000 | |||||
Tax Credit Carryforward, Amount | 300,000 | 300,000 | |||||
Operating Loss Carryforwards With Limited Ability to Utilize | 73,400,000 | 73,400,000 | |||||
Tax Credit Carryforwards With Limited Ability to Utilize | $ 300,000 | $ 300,000 | |||||
The Plan [Member] | |||||||
Share-based Compensation Arrangement by Share-based Payment Award, Number of Shares Authorized (in shares) | 597,557 | 597,557 | |||||
Share-based Compensation Arrangement by Share-based Payment Award, Number of Shares Available for Grant (in shares) | 536,089 | 536,089 | |||||
Common Stock, Capital Shares Reserved for Future Issuance (in shares) | 45,468 | 45,468 | |||||
Share-based Compensation Arrangement by Share-based Payment Award, Expiration Period (Year) | 10 years | ||||||
The Plan [Member] | Subsequent Event [Member] | |||||||
Share-based Compensation Arrangement by Share-based Payment Award, Number of Additional Shares Authorized (in shares) | 3,000,000 | ||||||
The ESPP [Member] | |||||||
Share-based Compensation Arrangement by Share-based Payment Award, Number of Shares Available for Grant (in shares) | 925,000 | 925,000 | |||||
Percentage of Common Stock Outstanding of Preceding Year | 10.00% | ||||||
Share-based Compensation Arrangement by Share-based Payment Award, Number of Shares Limited Per Year (in shares) | 100,000 | 100,000 | |||||
Share-based Compensation Arrangement by Share-based Payment Award, Maximum Employee Subscription Rate | 15.00% | 15.00% | |||||
Share-based Compensation Arrangement by Share-based Payment Award, Discount from Market Price, Offering Date | 85.00% |
Note 2 - Summary of Significa_4
Note 2 - Summary of Significant Accounting Policies - Other Comprehensive Income (Loss) (Details) | 9 Months Ended |
Sep. 30, 2021USD ($) | |
Beginning balance | $ 143,486,116 |
Ending balance | 74,194,620 |
Accumulated Foreign Currency Adjustment Attributable to Parent [Member] | |
Beginning balance | 0 |
Other comprehensive income (loss) before reclassifications | (2,014) |
Amounts reclassified from accumulated other comprehensive loss | 0 |
Ending balance | $ (2,014) |
Note 2 - Summary of Significa_5
Note 2 - Summary of Significant Accounting Policies - Antidilutive Securities (Details) - shares | 9 Months Ended | |
Sep. 30, 2021 | Sep. 30, 2020 | |
Antidilutive securities (in shares) | 4,784,695 | 0 |
Warrant [Member] | ||
Antidilutive securities (in shares) | 3,171,859 | 0 |
Restricted Stock [Member] | ||
Antidilutive securities (in shares) | 1,567,368 | 0 |
Share-based Payment Arrangement, Option [Member] | ||
Antidilutive securities (in shares) | 45,468 | 0 |
Note 3 - Merger with Old Cyto_3
Note 3 - Merger with Old Cytocom (Details Textual) - USD ($) | Jul. 27, 2021 | Sep. 30, 2021 | Sep. 30, 2021 | Sep. 30, 2020 | Sep. 30, 2021 | Sep. 30, 2020 | Dec. 31, 2020 | Jul. 26, 2021 | Dec. 30, 2020 |
Class of Warrant or Right, Exercise Price of Warrants or Rights (in dollars per share) | $ 4.82 | $ 4.82 | $ 4.82 | $ 7.28 | |||||
Share-based Compensation Arrangement by Share-based Payment Award, Options, Outstanding, Number, Ending Balance (in shares) | 45,468 | 45,468 | 45,468 | 76,064 | |||||
Common Stock, Shares, Outstanding, Ending Balance (in shares) | 15,478,945 | 32,095,520 | 32,095,520 | 32,095,520 | 13,376,062 | ||||
Share Price (in dollars per share) | $ 4.99 | ||||||||
Operating Expenses, Total | $ 9,764,542 | $ 6,170,658 | $ 21,282,059 | $ 6,794,467 | |||||
Parent Company [Member] | |||||||||
Operating Expenses, Total | $ 200,000 | ||||||||
Avenue Warrants [Member] | |||||||||
Class of Warrant or Right, Number of Securities Called by Warrants or Rights (in shares) | 154,004 | ||||||||
Class of Warrant or Right, Exercise Price of Warrants or Rights (in dollars per share) | $ 0.01 | ||||||||
GEM Warrant [Member] | |||||||||
Class of Warrant or Right, Number of Securities Called by Warrants or Rights (in shares) | 1,720,083 | ||||||||
Class of Warrant or Right, Exercise Price of Warrants or Rights (in dollars per share) | $ 5.01 | ||||||||
Class of Warrant or Right, Percentage of Outstanding Securities Called by Warrants or Rights | 4.99% | ||||||||
Class of Warrant or Right, Exercise Price of Warrants or Rights, Contingent Increase (in dollars per share) | $ 5.51 | ||||||||
Class of Warrant or Right, Exercise Price of Warrants or Rights, Contingent Increase, Period (Year) | 1 year | ||||||||
Share Price, Percentage of Exercise Price | 90.00% | ||||||||
2021 Warrants [Member] | |||||||||
Class of Warrant or Right, Number of Securities Called by Warrants or Rights (in shares) | 952,000 | ||||||||
Class of Warrant or Right, Exercise Price of Warrants or Rights (in dollars per share) | $ 5 | ||||||||
Cleveland BioLabs, Inc. [Member] | |||||||||
Share-based Compensation Arrangement by Share-based Payment Award, Options, Outstanding, Number, Ending Balance (in shares) | 45,706 | ||||||||
Share-based Compensation Arrangement by Share-based Payment Award, Options, Vested, Number of Shares (in shares) | 45,706 | ||||||||
Share-based Compensation Arrangement by Share-based Payment Award, Options, Vested and Expected to Vest, Exercisable, Weighted Average Exercise Price (in dollars per share) | $ 14.46 | ||||||||
Merger Sub [Member] | Cytocom [Member] | |||||||||
Business Combination, Common Stock, Exchange Ratio (in shares) | 0.3384 | ||||||||
Cytocom [Member] | |||||||||
Business Acquisition, Percentage of Voting Interests Acquired | 46.00% | ||||||||
Old Cytocom and ImQuest [Member] | |||||||||
Business Acquisition, Percentage of Voting Interests Acquired | 54.00% | ||||||||
Merger Agreement [Member] | |||||||||
Business Acquisition, Goodwill, Expected Tax Deductible Amount | $ 0 | ||||||||
Business Combination, Acquisition Related Costs | 970,000 | $ 900,000 | |||||||
Merger Agreement [Member] | General and Administrative Expense [Member] | |||||||||
Business Combination, Acquisition Related Costs | $ 800,000 | $ 300,000 |
Note 3 - Merger with Old Cyto_4
Note 3 - Merger with Old Cytocom - Purchase Price (Details) - Cleveland BioLabs, Inc. [Member] | Jul. 27, 2021USD ($)$ / sharesshares | |
Number of shares of the combined company owned by Cleveland BioLabs, Inc. stockholders (in shares) | shares | 15,478,945 | [1] |
Multiplied by the price per share of Cleveland BioLabs, Inc. common stock (in dollars per share) | $ / shares | $ 4.99 | [2] |
Total purchase price | $ | $ 77,239,936 | |
[1] | Represents the number of shares of common stock of the combined company that Cleveland BioLabs, Inc. stockholders owned as of the closing of the Merger pursuant to the Merger Agreement. This amount is calculated as 15,478,945 shares of Cleveland BioLabs, Inc. common stock outstanding as of July 27, 2021. | |
[2] | The fair value of Cleveland BioLabs, Inc. common stock used in determining the purchase price was $4.99. |
Note 3 - Merger with Old Cyto_5
Note 3 - Merger with Old Cytocom - Purchase Price - Assets Acquired and Liabilities Assumed (Details) - USD ($) | Sep. 30, 2021 | Jul. 27, 2021 | Dec. 30, 2020 |
Goodwill | $ 76,972,668 | $ 0 | |
Cleveland BioLabs, Inc. [Member] | |||
Cash and cash equivalents | $ 13,116,460 | ||
Other receivables | 25,142 | ||
Other current assets | 44,507 | ||
Fixed assets - net | 4,954 | ||
Panacela (67.57% ownership) | 178,388 | ||
Total Tangible Assets | 13,369,451 | ||
Accounts payable | (426,570) | ||
Accrued expenses | (41,755) | ||
Total Liabilities | (468,325) | ||
Net Tangible Assets/Liabilities | 12,901,126 | ||
In-process R&D | 0 | ||
Total Intangible Assets Acquired | 0 | ||
Goodwill | 64,338,810 | ||
Total Net Assets Acquired | $ 77,239,936 |
Note 3 - Merger with Old Cyto_6
Note 3 - Merger with Old Cytocom - Purchase Price - Assets Acquired and Liabilities Assumed (Details) (Parentheticals) | Jul. 27, 2021 |
Panacela [Member] | Cleveland BioLabs, Inc. [Member] | |
Noncontrolling Interest, Ownership Percentage by Parent | 67.57% |
Note 3 - Merger with Old Cyto_7
Note 3 - Merger with Old Cytocom - Pro Forma Information (Details) - Cleveland BioLabs, Inc. [Member] - USD ($) | 9 Months Ended | |
Sep. 30, 2021 | Sep. 30, 2020 | |
Revenue | $ 1,665,992 | $ 2,214,344 |
Net loss | $ (24,612,658) | $ (9,501,191) |
Note 4 - Other Current Assets -
Note 4 - Other Current Assets - Other Current Assets (Details) - USD ($) | Sep. 30, 2021 | Dec. 31, 2020 | Dec. 30, 2020 |
Vendor escrow | $ 300,000 | $ 0 | |
Deferred debt issuance costs | 677,488 | 0 | |
Security deposits | 33,577 | 0 | |
Other current assets | 34,267 | 2,547 | |
Other Assets, Current | $ 1,045,332 | $ 2,547 | $ 2,547 |
Note 5 - Prepaid Expenses - Pre
Note 5 - Prepaid Expenses - Prepaid Expenses (Details) - USD ($) | Sep. 30, 2021 | Dec. 31, 2020 | Dec. 30, 2020 |
Insurance | $ 722,825 | $ 0 | |
Dues and subscriptions | 468,804 | 0 | |
Clinical research costs | 1,566,753 | 0 | |
Consultants and contractors | 330,090 | 0 | |
Prepaid Expense, Current, Total | $ 2,688,472 | $ 0 | $ 0 |
Note 6 - Accounts Payable and_3
Note 6 - Accounts Payable and Accrued Expenses - Accounts Payable and Accrued Expenses (Details) - USD ($) | Sep. 30, 2021 | Dec. 31, 2020 | Dec. 30, 2020 |
Accounts payable | $ 3,188,759 | $ 1,134,893 | |
Accrued warrant liability | 945,736 | 0 | |
Accrued payroll | 135,075 | 217,319 | |
Accrued interest and fees | 921,527 | 647,393 | |
Accrued legal settlement fee | 275,000 | 0 | |
Other accrued expenses | 462,708 | 688,242 | |
Accounts Payable and Accrued Liabilities, Current, Total | $ 5,928,805 | $ 2,687,847 | $ 2,687,847 |
Note 7 - Notes Payable and Ad_3
Note 7 - Notes Payable and Advances from Related Party (Details Textual) - USD ($) | 9 Months Ended | |||
Sep. 30, 2021 | Sep. 30, 2020 | Dec. 31, 2020 | Dec. 30, 2020 | |
Interest Paid, Excluding Capitalized Interest, Operating Activities | $ 279,329 | $ 0 | ||
Notes Payable, Current, Total | 2,883,333 | $ 1,902,237 | $ 1,902,237 | |
Short-term Notes Payable [Member] | ||||
Notes Payable, Current, Total | 800,000 | 1,902,237 | ||
Notes Payable [Member] | ||||
Interest Payable | 921,527 | $ 647,393 | ||
Interest Paid, Excluding Capitalized Interest, Operating Activities | 906,212 | |||
Notes Payable [Member] | Decathlon Note [Member] | ||||
Interest Payable | $ 870,332 |
Note 7 - Notes Payable and Ad_4
Note 7 - Notes Payable and Advances from Related Party - Notes Payable and Advances from Related Party (Details) - USD ($) | Sep. 30, 2021 | Dec. 31, 2020 | Dec. 30, 2020 |
Notes payable | $ 2,883,333 | $ 1,902,237 | $ 1,902,237 |
Advance from related party | 200,000 | 0 | $ 0 |
Avenue Ventures Note Payable [Member] | |||
Notes payable | 2,083,333 | 0 | |
Advance from Noreen Griffin [Member] | |||
Advance from related party | 200,000 | 0 | |
Short-term Notes Payable [Member] | |||
Notes payable | $ 800,000 | $ 1,902,237 |
Note 8 - Long-term Debt - Long-
Note 8 - Long-term Debt - Long-term Debt (Details) - USD ($) | Sep. 30, 2021 | Dec. 31, 2020 |
Long-term debt | $ 12,916,667 | $ 0 |
Avenue Ventures Note Payable [Member] | ||
Long-term debt | $ 12,916,667 | $ 0 |
Note 9 - Leases (Details Textua
Note 9 - Leases (Details Textual) - USD ($) | 9 Months Ended | |
Sep. 30, 2021 | Sep. 30, 2020 | |
Operating Lease, Weighted Average Remaining Lease Term (Year) | 5 years 2 months 19 days | |
Operating Lease, Weighted Average Discount Rate, Percent | 13.13% | |
Operating Lease, Expense | $ 103,959 | $ 3,347 |
Operating Lease, Payments | $ 82,487 | $ 3,256 |
Lease Related to External Debt One [Member] | ||
Lessee, Operating Lease, Discount Rate | 3.00% | |
Lease Related to External Debt Two [Member] | ||
Lessee, Operating Lease, Discount Rate | 10.00% | |
Lease Related to External Debt Three [Member] | ||
Lessee, Operating Lease, Discount Rate | 17.00% |
Note 9 - Leases - Maturity of L
Note 9 - Leases - Maturity of Lease Liability (Details) | Sep. 30, 2021USD ($) |
2021 | $ 72,796 |
2022 | 299,888 |
2023 | 260,600 |
2024 | 165,375 |
2025 | 173,644 |
Thereafter | 405,930 |
Total undiscounted lease payments | 1,378,233 |
Less: Imputed interest | 442,528 |
Present value of lease liabilities | $ 935,705 |
Remaining lease term (years) (Year) | 5 years 1 month 20 days |
Note 10 - Equipment (Details Te
Note 10 - Equipment (Details Textual) - USD ($) | 9 Months Ended | |
Sep. 30, 2021 | Sep. 30, 2020 | |
Depreciation, Total | $ 8,309 | $ 0 |
Note 10 - Equipment - Equipment
Note 10 - Equipment - Equipment (Details) - USD ($) | Sep. 30, 2021 | Dec. 31, 2020 | Dec. 30, 2020 |
Accumulated depreciation | $ (39,569) | $ (947) | |
Net carrying value | 119,133 | 8,690 | $ 8,690 |
Computer Equipment [Member] | |||
Equipment, gross | 78,322 | 9,637 | |
Equipment, gross | 78,322 | 9,637 | |
Furniture and Fixtures [Member] | |||
Equipment, gross | 45,987 | 0 | |
Equipment, gross | 45,987 | 0 | |
Laboratory Equipment [Member] | |||
Equipment, gross | 34,393 | 0 | |
Equipment, gross | $ 34,393 | $ 0 |
Note 11 - Business Combinatio_2
Note 11 - Business Combination - ImQuest Acquisition (Details Textual) - USD ($) | Sep. 30, 2021 | Jun. 24, 2021 | Dec. 30, 2020 |
Goodwill, Ending Balance | $ 76,972,668 | $ 0 | |
ImQuest [Member] | |||
Business Acquisition, Percentage of Voting Interests Acquired | 100.00% | ||
Business Acquisition, Equity Interest Issued or Issuable, Number of Shares (in shares) | 3,282,089 | ||
Stock Issued During Period, Shares, Acquisitions (in shares) | 3,282,089 | ||
Shares Issued, Price Per Share (in dollars per share) | $ 3.656 | ||
Stock Issued During Period, Value, Acquisitions | $ 12,000,000 | ||
Goodwill, Ending Balance | $ 12,633,858 | ||
ImQuest [Member] | Maximum [Member] | |||
Business Acquisition, Equity Interest Issued or Issuable, Number of Shares (in shares) | 3,000,000 | ||
Business Combination, Consideration Transferred, Equity Interests Issued and Issuable | $ 12,000,000 |
Note 12 - Intangible Assets (De
Note 12 - Intangible Assets (Details Textual) - USD ($) | 8 Months Ended | 9 Months Ended | |
Sep. 30, 2021 | Sep. 30, 2021 | Sep. 30, 2020 | |
Amortization of Intangible Assets, Total | $ 134,022 | $ 134,022 | $ 0 |
Note 12 - Intangible Assets - I
Note 12 - Intangible Assets - Intangible Assets (Details) - USD ($) | Sep. 30, 2021 | Dec. 31, 2020 |
Accumulated amortization | $ (134,022) | $ 0 |
Net carrying value | 1,575,278 | 0 |
Customer Base [Member] | ||
Customer base | 1,575,000 | 0 |
Trade Names [Member] | ||
Customer base | $ 134,300 | $ 0 |
Note 13 - Fair Value of Finan_3
Note 13 - Fair Value of Financial Instruments (Details Textual) - USD ($) | 3 Months Ended | 9 Months Ended | |||
Sep. 30, 2021 | Sep. 30, 2020 | Sep. 30, 2021 | Sep. 30, 2020 | Dec. 31, 2020 | |
Derivative Liability, Total | $ 945,736 | $ 945,736 | |||
Assets, Fair Value Disclosure | 233,642 | 233,642 | |||
2020 Warrant Agreement [Member] | |||||
Derivative Liability, Total | 450,000 | 450,000 | |||
The 2021 Warrant Agreement [Member] | |||||
Derivative Liability, Total | 500,000 | 500,000 | |||
Fair Value, Recurring [Member] | |||||
Financial and Nonfinancial Liabilities, Fair Value Disclosure | $ 0 | ||||
Assets, Fair Value Disclosure | 0 | ||||
Fair Value, Nonrecurring [Member] | |||||
Financial and Nonfinancial Liabilities, Fair Value Disclosure | 0 | 0 | 0 | ||
Fair Value Measurement with Unobservable Inputs, Liability, Realized Gain (Loss) | 0 | $ 0 | 0 | $ 0 | |
Assets, Fair Value Disclosure | $ 0 | $ 0 | $ 0 |
Note 13 - Fair Value of Finan_4
Note 13 - Fair Value of Financial Instruments - Assets and Liabilities Measured at Fair Value on Recurring Basis (Details) - USD ($) | Sep. 30, 2021 | Dec. 31, 2020 |
Assets: | ||
Cash and cash equivalents | $ 0 | |
Short-term investments | 233,642 | |
Total assets | 233,642 | |
Liabilities: | ||
Accrued warrant liability | (945,736) | |
Fair Value, Recurring [Member] | ||
Assets: | ||
Total assets | $ 0 | |
Fair Value, Recurring [Member] | Fair Value, Inputs, Level 1 [Member] | ||
Assets: | ||
Cash and cash equivalents | 0 | |
Short-term investments | ||
Total assets | 0 | |
Liabilities: | ||
Accrued warrant liability | 0 | |
Fair Value, Recurring [Member] | Fair Value, Inputs, Level 2 [Member] | ||
Assets: | ||
Cash and cash equivalents | 0 | |
Short-term investments | 233,642 | |
Total assets | 233,642 | |
Liabilities: | ||
Accrued warrant liability | 0 | |
Fair Value, Recurring [Member] | Fair Value, Inputs, Level 3 [Member] | ||
Assets: | ||
Cash and cash equivalents | 0 | |
Short-term investments | ||
Total assets | 0 | |
Liabilities: | ||
Accrued warrant liability | $ (945,736) |
Note 13 - Fair Value of Finan_5
Note 13 - Fair Value of Financial Instruments - Changes in Fair Value of Level 3 Fair Value Measurements (Details) - Accrued Warrant Liability [Member] - USD ($) | 3 Months Ended | |
Sep. 30, 2021 | Sep. 30, 2020 | |
Beginning Balance | $ (945,736) | $ 0 |
Total (gains) or losses, realized and unrealized, included in earnings (1) | 0 | 0 |
Issuances | 0 | 0 |
Settlements | 0 | 0 |
Ending Balance | $ (945,736) | $ 0 |
Note 14 - Stockholders' Equit_2
Note 14 - Stockholders' Equity (Details Textual) - USD ($) | Feb. 19, 2021 | Jul. 09, 2015 | Sep. 30, 2021 | Sep. 30, 2020 | Dec. 31, 2020 | Sep. 30, 2019 |
Stock Issued During Period, Shares, New Issues (in shares) | 6,459,948 | |||||
Proceeds from Issuance of Common Stock | $ 0 | $ 4,415,103 | ||||
Class of Warrant or Right, Exercise Price of Warrants or Rights (in dollars per share) | $ 4.82 | $ 7.28 | ||||
Share-based Compensation Arrangement by Share-based Payment Award, Options, Grants in Period, Gross (in shares) | 0 | 0 | ||||
Share-based Payment Arrangement, Nonvested Award, Cost Not yet Recognized, Amount, Total | $ 0 | |||||
Restricted Stock [Member] | ||||||
Share-based Compensation Arrangement by Share-based Payment Award, Non-Option Equity Instruments, Outstanding, Number, Ending Balance (in shares) | 1,387,368 | |||||
Placement Agent Warrants [Member] | ||||||
Class of Warrant or Right, Number of Securities Called by Warrants or Rights (in shares) | 150,000 | |||||
Class of Warrant or Right, Exercise Price of Warrants or Rights (in dollars per share) | $ 8.75 | |||||
Purchase Agreement [Member] | ||||||
Stock Issued During Period, Shares, New Issues (in shares) | 2,000,000 | |||||
Shares Issued, Price Per Share (in dollars per share) | $ 7 | |||||
Proceeds from Issuance of Common Stock | $ 14,000,000 |
Note 14 - Stockholders' Equit_3
Note 14 - Stockholders' Equity - Option Activity (Details) | 9 Months Ended |
Sep. 30, 2021$ / sharesshares | |
Outstanding (in shares) | shares | 76,064 |
Outstanding, weighted average exercise price (in dollars per share) | $ / shares | $ 27.35 |
Forfeited, canceled (in shares) | shares | (30,596) |
Forfeited, canceled, weighted average exercise price (in dollars per share) | $ / shares | $ 46.77 |
Outstanding (in shares) | shares | 45,468 |
Outstanding, weighted average exercise price (in dollars per share) | $ / shares | $ 14.28 |
Note 14 - Stockholders' Equit_4
Note 14 - Stockholders' Equity - Summary of Outstanding Options (Details) - USD ($) | 9 Months Ended | |
Sep. 30, 2021 | Dec. 31, 2020 | |
Quantity, outstanding (in shares) | 45,468 | 76,064 |
Quantity, vested (in shares) | 45,468 | |
Weighted-average exercise price, outstanding (in dollars per share) | $ 14.28 | $ 27.35 |
Weighted-average exercise price, vested (in dollars per share) | $ 14.28 | |
Weighted average remaining contractual term, outstanding (Year) | 2 years 9 months 3 days | |
Weighted average remaining contractual term , vested (Year) | 2 years 9 months 3 days | |
Intrinsic value, outstanding | $ 0 |
Note 15 - Warrants (Details Tex
Note 15 - Warrants (Details Textual) - $ / shares | Sep. 30, 2021 | Dec. 31, 2020 |
Class of Warrant or Right, Exercise Price of Warrants or Rights (in dollars per share) | $ 4.82 | $ 7.28 |
Class of Warrant or Right, Outstanding (in shares) | 3,171,859 | 371,340 |
Avenue Capital Loan [Member] | ||
Class of Warrant or Right, Exercise Price of Warrants or Rights (in dollars per share) | $ 0.01 | |
Class of Warrant or Right, Outstanding (in shares) | 154,004 | |
GEM Agreement [Member] | ||
Class of Warrant or Right, Exercise Price of Warrants or Rights (in dollars per share) | $ 5.01 | |
Class of Warrant or Right, Outstanding (in shares) | 1,720,083 | |
Old Cytocom [Member] | ||
Class of Warrant or Right, Exercise Price of Warrants or Rights (in dollars per share) | $ 5.23 | |
Class of Warrant or Right, Outstanding (in shares) | 902,000 | |
Bridgeway Capital [Member] | ||
Class of Warrant or Right, Exercise Price of Warrants or Rights (in dollars per share) | $ 2.94 | |
Class of Warrant or Right, Outstanding (in shares) | 96,263 | |
Various Holders [Member] | ||
Class of Warrant or Right, Exercise Price of Warrants or Rights (in dollars per share) | $ 5.62 | |
Class of Warrant or Right, Outstanding (in shares) | 299,519 | |
Minimum [Member] | ||
Class of Warrant or Right, Exercise Price of Warrants or Rights (in dollars per share) | $ 0.01 | |
Warrants and Rights Outstanding, Term (Year) | 1 year | |
Maximum [Member] | ||
Class of Warrant or Right, Exercise Price of Warrants or Rights (in dollars per share) | $ 8.75 | |
Warrants and Rights Outstanding, Term (Year) | 7 years |
Note 15 - Warrants - Outstandin
Note 15 - Warrants - Outstanding Warrants (Details) | 9 Months Ended |
Sep. 30, 2021$ / sharesshares | |
Warrants outstanding (in shares) | shares | 371,340 |
Warrants outstanding, weighted average exercise price (in dollars per share) | $ / shares | $ 7.28 |
Warrants granted (in shares) | shares | 3,022,340 |
Warrants granted, weighted average exercise price (in dollars per share) | $ / shares | $ 4.94 |
Warrants exercised (in shares) | shares | (92,883) |
Warrants exercised, weighted average exercise price (in dollars per share) | $ / shares | $ 2.03 |
Warrants forfeited, canceled (in shares) | shares | (128,938) |
Warrants forfeited, canceled, weighted average exercise price (in dollars per share) | $ / shares | $ 16.63 |
Warrants outstanding (in shares) | shares | 3,171,859 |
Warrants outstanding, weighted average exercise price (in dollars per share) | $ / shares | $ 4.82 |
Note 16 - Significant Allianc_2
Note 16 - Significant Alliances and Related Parties (Details Textual) - USD ($) | 3 Months Ended | 6 Months Ended | 9 Months Ended | ||||
Sep. 30, 2021 | Sep. 30, 2020 | Jun. 30, 2020 | Sep. 30, 2021 | Sep. 30, 2020 | Dec. 31, 2020 | Dec. 30, 2020 | |
Research and Development Expense, Total | $ 3,434,977 | $ 4,383,325 | $ 6,274,936 | $ 4,509,890 | |||
Due to Related Parties, Current, Total | 200,000 | 200,000 | $ 0 | $ 0 | |||
RPCI [Member] | |||||||
Research and Development Expense, Total | 0 | 0 | 0 | 1,197 | |||
The Cleveland Clinic [Member] | |||||||
Research and Development Expense, Total | 0 | 0 | |||||
BBL [Member] | |||||||
Research and Development Expense, Total | 0 | 0 | 0 | 0 | |||
Sublease and Other Income, Related Parties | 0 | 0 | 0 | 0 | |||
Accounts Receivable, Related Parties, Gross | 0 | 6,285 | 0 | 6,285 | |||
Accounts Receivable, Related Parties | 0 | 0 | 0 | 0 | |||
Incuron [Member] | |||||||
Sublease and Other Income, Related Parties | 0 | 0 | 0 | 0 | |||
Accounts Receivable, Related Parties, Gross | 0 | 130,000 | 0 | 130,000 | |||
Accounts Receivable, Related Parties | 0 | 130,000 | 0 | 130,000 | |||
Revenue from Related Parties | 0 | 0 | 0 | 49,357 | |||
GPI [Member] | |||||||
Related Party Transaction, Expenses from Transactions with Related Party | 13,440 | $ 13,440 | $ 40,320 | $ 40,320 | |||
Noreen Griffin [Member] | |||||||
Investor Ownership Percentage of Company | 1.20% | 1.00% | |||||
Advance from Noreen Griffin [Member] | |||||||
Due to Related Parties, Current, Total | $ 200,000 | $ 200,000 |
Note 17 - Commitments and Con_2
Note 17 - Commitments and Contingencies (Details Textual) | Sep. 30, 2021USD ($) |
Accounts Payable and Accrued Expenses [Member] | |
Loss Contingency Accrual, Ending Balance | $ 275,000 |
Note 18 - Subsequent Events (De
Note 18 - Subsequent Events (Details Textual) - Subsequent Event [Member] $ in Millions | Nov. 09, 2021USD ($)shares |
Stock Subscription Agreement, Cash Payment Remitted | $ | $ 2.1 |
The Plan [Member] | |
Share-based Compensation Arrangement by Share-based Payment Award, Number of Additional Shares Authorized (in shares) | shares | 3,000,000 |