Document And Entity Information
Document And Entity Information - shares | 3 Months Ended | |
Mar. 31, 2022 | Sep. 26, 2022 | |
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 | Q1 | |
Document Fiscal Year Focus | 2022 | |
Document Type | 10-Q | |
Document Quarterly Report | true | |
Document Period End Date | Mar. 31, 2022 | |
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 | 4333 Corbett Drive, Suite 1082 | |
Entity Address, City or Town | Fort Collins | |
Entity Address, State or Province | CO | |
Entity Address, Postal Zip Code | 80525 | |
City Area Code | 888 | |
Local Phone Number | 613-8802 | |
Entity Current Reporting Status | No | |
Entity Interactive Data Current | No | |
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 $0.005 | |
Trading Symbol | STAB | |
Security Exchange Name | NASDAQ | |
Entity Common Stock, Shares Outstanding | 50,744,653 |
Condensed Consolidated Balance
Condensed Consolidated Balance Sheets (Current Period Unaudited) - USD ($) | Mar. 31, 2022 | Dec. 31, 2021 |
Preferred stock, par value (in dollars per share) | $ 0.005 | $ 0.005 |
Current assets: | ||
Cash and cash equivalents | $ 152,183 | $ 1,844,732 |
Short-term investments | 178,391 | 134,603 |
Accounts receivable | 201,297 | 216,183 |
Prepaid expenses | 499,791 | 981,895 |
Contract asset | 82,324 | 132,572 |
Other current assets | 324,505 | 837,358 |
Total current assets | 1,438,491 | 4,147,343 |
Non-current assets: | ||
Operating lease right-of-use assets | 1,126,828 | 964,331 |
Restricted cash | 0 | 5,000,000 |
Goodwill | 9,267,007 | 9,267,007 |
Intangible assets, net | 1,467,271 | 1,580,980 |
Property and equipment, net | 201,969 | 201,901 |
Total non-current assets | 12,063,075 | 17,014,219 |
Assets of discontinued operation | 8,123 | 8,123 |
Total assets | 13,509,689 | 21,169,685 |
Current liabilities: | ||
Accounts payable and accrued expenses | 8,291,805 | 5,715,956 |
Current portion of operating lease liabilities | 353,439 | 254,998 |
Deferred revenue | 205,825 | 373,468 |
Stock issuances due | 325,828 | 325,828 |
Notes payable | 5,896,486 | 4,575,000 |
Total current liabilities | 15,073,383 | 11,245,250 |
Operating lease liabilities, net of current portion | 871,297 | 806,140 |
Long-term debt | 0 | 10,625,000 |
Total long-term liabilities | 871,297 | 11,431,140 |
Liabilities of discontinued operation | 63 | 63 |
Total liabilities | 15,944,743 | 22,676,453 |
Stockholders’ deficit: | ||
Preferred stock, $.005 par value; 1,000,000 shares authorized as of March 31, 2022 and December 31, 2021; 0 shares issued and outstanding as of March 31, 2022 and December 31, 2021 | 0 | 0 |
Common stock, $.005 par value; 150,000,000 shares authorized as of March 31, 2022 and December 31, 2021; 49,979,531 shares issued and outstanding as of March 31, 2022 and 35,484,106 shares issued and outstanding as of December 31, 2021 | 249,898 | 177,421 |
Additional paid-in capital | 134,528,590 | 127,743,333 |
Accumulated other comprehensive loss | (24,252) | (6,651) |
Accumulated deficit | (137,239,351) | (129,482,141) |
Total Statera Biopharma, Inc. stockholders’ deficit | (2,485,115) | (1,568,038) |
Noncontrolling interest in stockholders’ equity | 50,061 | 61,270 |
Total stockholders’ deficit | (2,435,054) | (1,506,768) |
Total liabilities and stockholders’ deficit | $ 13,509,689 | $ 21,169,685 |
Condensed Consolidated Balanc_2
Condensed Consolidated Balance Sheets (Current Period Unaudited) (Parentheticals) - $ / shares | Mar. 31, 2022 | Dec. 31, 2021 |
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 | 150,000,000 |
Common stock, shares issued (in shares) | 49,979,531 | 35,484,106 |
Common stock, shares outstanding (in shares) | 49,979,531 | 35,484,106 |
Condensed Consolidated Statemen
Condensed Consolidated Statements of Operations (Unaudited) - USD ($) | 3 Months Ended | |
Mar. 31, 2022 | Mar. 31, 2021 | |
Revenues: | ||
Grants and contracts | $ 997,839 | $ 0 |
Cost of goods sold | 353,671 | 0 |
Gross Profit | 644,168 | 0 |
Operating expenses: | ||
Research and development | 3,242,328 | 1,024,344 |
Sales and marketing expense | 37,036 | 2,796 |
General and administrative | 3,978,349 | 4,166,889 |
Total operating expenses | 7,257,713 | 5,194,029 |
Loss from operations | (6,613,545) | (5,194,029) |
Other expense: | ||
Interest and other expense | (1,146,388) | (92,617) |
Total other expense | (1,146,388) | (92,617) |
Income from discontinued operations, net of income taxes | 0 | 0 |
Net loss | (7,759,933) | (5,286,646) |
Net loss attributable to noncontrolling interests | 2,723 | 0 |
Net loss attributable to Statera Biopharma, Inc. | $ (7,757,210) | $ (5,286,646) |
Net loss attributable to common stockholders per share of common stock, basic and diluted (in dollars per share) | $ (0.20) | $ (0.22) |
Weighted average number of shares used in calculating net loss per share, basic and diluted (in shares) | 38,255,406 | 24,423,700 |
Condensed Consolidated Statem_2
Condensed Consolidated Statements of Comprehensive Loss (Unaudited) - USD ($) | 3 Months Ended | |
Mar. 31, 2022 | Mar. 31, 2021 | |
Net loss including noncontrolling interests | $ (7,759,933) | $ (5,286,646) |
Other comprehensive loss: | ||
Foreign currency translation adjustment | (26,087) | 0 |
Comprehensive loss including noncontrolling interests | (7,786,020) | (5,286,646) |
Comprehensive loss attributable to noncontrolling interests | 11,209 | 0 |
Comprehensive loss attributable to Statera Biopharma, Inc. | $ (7,774,811) | $ (5,286,646) |
Condensed Consolidated Statem_3
Condensed Consolidated Statement of Stockholders' Equity (Unaudited) - USD ($) | AOCI Attributable to Parent [Member] | Retained Earnings [Member] | Noncontrolling Interest [Member] | Common Stock [Member] | Additional Paid-in Capital [Member] | Total |
Balance (in shares) at Dec. 31, 2020 | 13,376,062 | |||||
Beginning balance at Dec. 31, 2020 | $ (685,680) | $ (27,631,321) | $ 4,973,465 | $ 66,880 | $ 166,762,778 | $ 143,486,118 |
Exercise of warrants (in shares) | 92,883 | |||||
Exercise of warrants | 0 | 0 | 0 | $ 466 | (466) | 0 |
Issuance of common stock, net of offering costs (in shares) | 2,000,000 | |||||
Issuance of common stock, net of offering costs | 0 | 0 | 0 | $ 10,000 | 12,713,074 | 12,723,074 |
Net loss | 0 | (5,286,646) | 0 | $ 0 | 0 | (5,286,646) |
Foreign currency translation | 0 | |||||
Balance (in shares) at Mar. 31, 2021 | 15,468,945 | |||||
Ending balance at Mar. 31, 2021 | (685,680) | (32,917,967) | 4,973,465 | $ 77,346 | 179,475,386 | 150,922,546 |
Balance (in shares) at Dec. 31, 2021 | 35,484,106 | |||||
Beginning balance at Dec. 31, 2021 | (6,651) | (129,482,141) | 61,270 | $ 177,421 | 127,743,333 | (1,506,768) |
Issuance of common stock, net of offering costs (in shares) | 14,555,555 | |||||
Issuance of common stock, net of offering costs | 0 | 0 | 0 | $ 72,778 | 6,383,727 | 6,456,505 |
Net loss | 0 | (7,757,210) | (2,723) | $ 0 | 0 | (7,759,933) |
Common stock repurchase (in shares) | (160,130) | |||||
Common stock repurchase | 0 | 0 | 0 | $ (801) | (50,507) | (51,308) |
Shares issued for stock based compensation (in shares) | 100,000 | |||||
Shares issued for stock based compensation | 0 | 0 | 0 | $ 500 | (500) | 0 |
Stock based compensation | 0 | 0 | 0 | 0 | 452,537 | 452,537 |
Foreign currency translation | $ 0 | 0 | (26,087) | |||
Balance (in shares) at Mar. 31, 2022 | 49,979,531 | |||||
Ending balance at Mar. 31, 2022 | (24,252) | (137,239,351) | 50,061 | $ 249,898 | $ 134,528,590 | (2,435,054) |
Foreign currency translation | $ (17,601) | $ 0 | $ (8,486) | $ (26,087) |
Condensed Consolidated Statem_4
Condensed Consolidated Statements of Cash Flows (Unaudited) - USD ($) | 3 Months Ended | |
Mar. 31, 2022 | Mar. 31, 2021 | |
Cash flows from operating activities: | ||
Net loss | $ (7,759,933) | $ (5,286,646) |
Adjustments to reconcile net loss to net cash used in operating activities: | ||
Depreciation expense | 6,522 | 792 |
Amortization expense | 113,709 | 0 |
Stock based compensation | 452,537 | 1,816,086 |
Noncash lease expense (income) | 1,099 | (787) |
Services obtained for common shares | 0 | 299,000 |
Changes in operating assets and liabilities: | ||
Other current assets | 515,307 | (160,224) |
Accounts receivable | 14,886 | 0 |
Short term investments | (43,788) | 0 |
Prepaid expenses | 482,104 | 0 |
Contract asset | 50,248 | 0 |
Accounts payable and accrued expenses | 2,573,396 | 739,508 |
Deferred revenue | (167,643) | 0 |
Net cash used in operating activities | (3,761,556) | (2,592,271) |
Cash flows from investing activities: | ||
Purchase of property and equipment | (6,454) | (4,685) |
Net cash used in investing activities | (6,454) | (4,685) |
Cash flows from financing activities: | ||
Proceeds from issuance of common stock | 6,456,505 | 0 |
Proceeds from issuance of preferred stock | 0 | 2,155,000 |
Common stock repurchases | (51,308) | 0 |
Repayments on notes payable | (9,303,514) | 0 |
Net cash provided by (used in) financing activities | (2,898,452) | 2,155,000 |
Effect of exchange rate change on cash and equivalents | (26,087) | 0 |
Decrease in cash, cash equivalents, and restricted cash | (6,692,549) | (441,956) |
Cash, cash equivalents, and restricted cash, beginning of year | 6,844,732 | 593,869 |
Cash, cash equivalents, and restricted cash end of year | 152,183 | 151,913 |
SUPPLEMENTAL CASH FLOW INFORMATION: | ||
Cash paid for interest | $ 539,842 | $ 0 |
Note 1 - Description of Busines
Note 1 - Description of Business | 3 Months Ended |
Mar. 31, 2022 | |
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, ImQuest July 17, 2020, In addition, the Company has an investment in Genome Protection, Inc. (" GPI not March 31, 2022 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 TLR " TLR4 TLR9 TLR5 GP532. Statera Biopharma 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 March 31, 2022, March 31, 2022. three March 31, 2022 2021, may one Management intends to fund future operations through additional private or public debt or equity offerings and may March 31, 2022 not one not |
Note 2 - Summary of Significant
Note 2 - Summary of Significant Accounting Policies | 3 Months Ended |
Mar. 31, 2022 | |
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 10 8 03 X. not not 10 December 31, 2021 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 three March 31, 2022 Gains and losses on foreign exchange translations Beginning balance $ (6,651 ) Other comprehensive income (loss) before reclassifications (17,601 ) Amounts reclassified from accumulated other comprehensive loss — Ending balance $ (24,252 ) Accounting for Stock-Based Compensation The Cleveland Biolabs, Inc. Equity Incentive Plan, adopted in 2018 Plan March 31, 2022 may no The 2013 ESPP may March 31, 2022 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 three March 31, 2022 2021 Income Taxes No income tax expense was recorded for the three March 31, 2022 2021 not 2022 not 2021 At March 31, 2022 not 2023, no not 2024. not 2027, not 2022. 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 March 31, 2022 Common Equivalent Securities March 31, 2022 December 31, 2021 Warrants 33,208,944 2,431,168 Restricted Stock Units 1,347,996 1,567,368 Options 42,655 45,468 Total 34,599,595 4,044,004 Contingencies From time to time, the Company may Revenue Recognition The Company has implemented the five 606, ASC 606 • Step 1: • Step 2: • Step 3: • Step 4: • Step 5: In the three March 31, 2022, CRO services 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 in the consolidated balance sheet At contract inception, once the contract is determined to be within the scope of ASC 606, Cash and Cash Equivalents The Company considers all highly liquid investments with original maturities at the date of purchase of three three March 31, 2022 December 31, 2021, FDIC $250,000. March 31, 2022 December 31, 2021, Restricted Cash The Company considers all cash held for specific reasons and not March 31, 2022 December 31, 2021 February 2022, 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 March 31, 2022 December 31, 2021. three March 31, 2022 2021, Goodwill The Company tests goodwill for impairment in the fourth 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 three March 31, 2022 2021. |
Note 3 - Merger with Old Cytoco
Note 3 - Merger with Old Cytocom | 3 Months Ended |
Mar. 31, 2022 | |
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 the merger between Old Cytocom and ImQuest in June 2021), Exchange Ratio June 2021, 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 March 2022. Immediately after the closing of the Merger, the Company issued warrants (the “ 2021 3 4 2021 2021 2021 December 10, 2021. 2021 December 10, 2022. 2021 2021 2021 may As of March 31, 2021, 2021 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. 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 Goodwill 64,338,810 Total Net Assets Acquired $ 77,239,936 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 Pro Forma Results in connection with the Merger 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. Three Months Ended March 31, 2021 2022 Revenue $ 836,686 $ 997,839 Net loss $ (5,965,956 ) $ (7,757,210 ) 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, 2021. |
Note 4 - Accounts Payable and A
Note 4 - Accounts Payable and Accrued Expenses | 3 Months Ended |
Mar. 31, 2022 | |
Notes to Financial Statements | |
Accounts Payable and Accrued Liabilities Disclosure [Text Block] | 4. Accounts Payable and Accrued Expenses Accounts payable and accrued expenses consist of the following: March 31, 2022 December 31, 2021 Accounts payable $ 6,744,176 $ 3,964,962 Accrued payroll 136,903 195,470 Accrued interest and fees 69,393 51,195 Other accrued expenses 1,341,253 1,504,329 $ 8,291,805 $ 5,715,956 |
Note 5 - Notes Payable
Note 5 - Notes Payable | 3 Months Ended |
Mar. 31, 2022 | |
Notes to Financial Statements | |
Short-Term Debt [Text Block] | 5. Notes Payable Notes payable consist of the following: March 31, 2022 December 31, 2021 Short-term portion of Avenue Ventures note payable $ 5,696,486 $ 4,375,000 Short-term notes payable 200,000 200,000 $ 5,896,486 $ 4,575,000 |
Note 6 - Long-term Debt
Note 6 - Long-term Debt | 3 Months Ended |
Mar. 31, 2022 | |
Notes to Financial Statements | |
Long-Term Debt [Text Block] | 6. Long-term Debt Long-term debt consists of the following: March 31, 2022 December 31, 2021 Long-term portion of Avenue Ventures note payable $ - $ 10,625,000 $ - $ 10,625,000 In February 2022, March 31, 2022, April 26, 2021, |
Note 7 - Leases
Note 7 - Leases | 3 Months Ended |
Mar. 31, 2022 | |
Notes to Financial Statements | |
Lessee, Operating Leases [Text Block] | 7. Leases The Company’s leases do not The Company’s weighted-average remaining lease term relating to its operating leases is 4 years, with a weighted-average discount rate of 14.99%. The Company incurred lease expense for its operating leases of $67,346 and $10,040, which was included in general and administrative expenses, and $80,317 and $0, which was included in research and development expenses in the condensed consolidated statements of operations for the periods ended March 2022 2021, The following table presents information about the future maturity of the lease liability under the Company’s operating leases as of March 31, 2022: Maturity of Lease Liability Total 2022 $ 387,527 2023 475,556 2024 264,955 2025 173,644 2026 182,326 Thereafter 223,605 Total undiscounted lease payments 1,707,613 Less: Imputed interest 482,877 Present value of lease liabilities $ 1,224,736 |
Note 8 - Intangible Assets
Note 8 - Intangible Assets | 3 Months Ended |
Mar. 31, 2022 | |
Notes to Financial Statements | |
Intangible Assets Disclosure [Text Block] | 8. Intangible assets Intangible assets consist of the following: March 31, 2022 December 31, 2021 Customer base $ 1,312,000 $ 1,312,000 Trade-names/marks 502,100 502,100 Accumulated amortization (346,829 ) (233,120 ) Net carrying value $ 1,467,271 $ 1,580,980 During the three March 31, 2022 2021, |
Note 9 - Stockholders' Equity
Note 9 - Stockholders' Equity | 3 Months Ended |
Mar. 31, 2022 | |
Notes to Financial Statements | |
Stockholders' Equity Note Disclosure [Text Block] | 9. 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 three March 31, 2022 Total Stock Options Outstanding Weighted Average Exercise Price per Share December 31, 2021 45,468 $ 14.28 Granted — — Vested — — Forfeited, Canceled (2,813 ) 67.00 March 31, 2022 42,655 $ 10.81 The following is a summary of outstanding stock options as of March 31, 2022 As of March 31, 2022 Stock Options Outstanding Vested Stock Options Quantity 42,655 42,655 Weighted Average Exercise Price $ 10.81 $ 10.81 Weighted Average Remaining Contractual Term (in Years) 2.50 2.50 Intrinsic Value $ — $ — As of March 31, 2022 not As of March 31, 2022 |
Note 10 - Warrants
Note 10 - Warrants | 3 Months Ended |
Mar. 31, 2022 | |
Notes to Financial Statements | |
Derivative Instruments and Hedging Activities Disclosure [Text Block] | 10. 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 $5.00. The warrants expire between one five no 480 The following table summarizes the outstanding warrant activity during the three March 31, 2022 Number of Warrants Weighted Average Exercise Price December 31, 2021 2,431,168 $ 4.48 Granted 30,777,776 0.46 Exercised — — Forfeited, Canceled — — March 31, 2022 33,208,944 $ 0.76 During the three March 31, 2022, February March |
Note 11 - Commitments and Conti
Note 11 - Commitments and Contingencies | 3 Months Ended |
Mar. 31, 2022 | |
Notes to Financial Statements | |
Commitments and Contingencies Disclosure [Text Block] | 11. Commitments and Contingencies On March 24, 2021, Bednar v. Cleveland BioLabs, Inc. et al. 1:21 02546, Bednar Action" 4 4 October 13, 2021, October 20, 2021, December 23, 2021, first first On August 16, 2022, third Petitioning Creditors No. 22 13051 11 |
Note 12 - Subsequent Events
Note 12 - Subsequent Events | 3 Months Ended |
Mar. 31, 2022 | |
Notes to Financial Statements | |
Subsequent Events [Text Block] | 12. Subsequent Events Management evaluated all events or transactions that occurred after March 31, 2022 On April 18, 2022, Forbearance Agreement March 25, 2022, not May 31, 2022 ( not may On April 19, 2022, NASDAQ not 10 December 31, 2021 ( Form 10 not 5250 1 June 20, 2022. 180 10 October 17, 2022. May 27, 2022 May 18, 2022, 10 10 March 31, 2022 ( Form 10 not June 20, 2022 10 10 180 10 October 17, 2022. May 27, 2022 On April 21, 2022, April 30, 2022. On April 30, 2022, On May 27, 2022, May 27, 2022. May 27, 2022, On June 13, 2022, BF Borgers June 13, 2022. two December 31, 2020 2021 January 1, 2022 June 13, 2022, no 304 1 304 1 On June 17, 2022, On August 16, 2022, third Petitioning Creditors No. 22 13051 11 On August 22, 2022, On September 1, 2022, 5250 1 Panel not 10 December 31, 2021 10 March 31, 2022 June 30, 2022 ( Form 10 may On September 2, 2022, LOI Lay ninety 90 Exclusivity Period Definitive Agreement not third 30 On September 2, 2022, September 2, 2022, 407 5 On October 6, 2022, no may On October 11, 2022, 5550 1 5250 2 no October 18, 2022. |
Significant Accounting Policies
Significant Accounting Policies (Policies) | 3 Months Ended |
Mar. 31, 2022 | |
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 10 8 03 X. not not 10 December 31, 2021 |
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 three March 31, 2022 Gains and losses on foreign exchange translations Beginning balance $ (6,651 ) Other comprehensive income (loss) before reclassifications (17,601 ) Amounts reclassified from accumulated other comprehensive loss — Ending balance $ (24,252 ) |
Share-Based Payment Arrangement [Policy Text Block] | Accounting for Stock-Based Compensation The Cleveland Biolabs, Inc. Equity Incentive Plan, adopted in 2018 Plan March 31, 2022 may no The 2013 ESPP may March 31, 2022 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 three March 31, 2022 2021 |
Income Tax, Policy [Policy Text Block] | Income Taxes No income tax expense was recorded for the three March 31, 2022 2021 not 2022 not 2021 At March 31, 2022 not 2023, no not 2024. not 2027, not 2022. |
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 March 31, 2022 Common Equivalent Securities March 31, 2022 December 31, 2021 Warrants 33,208,944 2,431,168 Restricted Stock Units 1,347,996 1,567,368 Options 42,655 45,468 Total 34,599,595 4,044,004 |
Commitments and Contingencies, Policy [Policy Text Block] | Contingencies From time to time, the Company may |
Revenue [Policy Text Block] | Revenue Recognition The Company has implemented the five 606, ASC 606 • Step 1: • Step 2: • Step 3: • Step 4: • Step 5: In the three March 31, 2022, CRO services 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 in the consolidated balance sheet At contract inception, once the contract is determined to be within the scope of 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 March 31, 2022 December 31, 2021, FDIC $250,000. March 31, 2022 December 31, 2021, |
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 March 31, 2022 December 31, 2021 February 2022, |
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 March 31, 2022 December 31, 2021. three March 31, 2022 2021, |
Goodwill and Intangible Assets, Goodwill, Policy [Policy Text Block] | Goodwill The Company tests goodwill for impairment in the fourth 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 three March 31, 2022 2021. |
Note 2 - Summary of Significa_2
Note 2 - Summary of Significant Accounting Policies (Tables) | 3 Months Ended |
Mar. 31, 2022 | |
Notes Tables | |
Schedule of Accumulated Other Comprehensive Income (Loss) [Table Text Block] | Gains and losses on foreign exchange translations Beginning balance $ (6,651 ) Other comprehensive income (loss) before reclassifications (17,601 ) Amounts reclassified from accumulated other comprehensive loss — Ending balance $ (24,252 ) |
Schedule of Antidilutive Securities Excluded from Computation of Earnings Per Share [Table Text Block] | Common Equivalent Securities March 31, 2022 December 31, 2021 Warrants 33,208,944 2,431,168 Restricted Stock Units 1,347,996 1,567,368 Options 42,655 45,468 Total 34,599,595 4,044,004 |
Note 3 - Merger with Old Cyto_2
Note 3 - Merger with Old Cytocom (Tables) | 3 Months Ended |
Mar. 31, 2022 | |
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 Goodwill 64,338,810 Total Net Assets Acquired $ 77,239,936 |
Business Acquisition, Pro Forma Information [Table Text Block] | Three Months Ended March 31, 2021 2022 Revenue $ 836,686 $ 997,839 Net loss $ (5,965,956 ) $ (7,757,210 ) |
Note 4 - Accounts Payable and_2
Note 4 - Accounts Payable and Accrued Expenses (Tables) | 3 Months Ended |
Mar. 31, 2022 | |
Notes Tables | |
Schedule of Accounts Payable and Accrued Liabilities [Table Text Block] | March 31, 2022 December 31, 2021 Accounts payable $ 6,744,176 $ 3,964,962 Accrued payroll 136,903 195,470 Accrued interest and fees 69,393 51,195 Other accrued expenses 1,341,253 1,504,329 $ 8,291,805 $ 5,715,956 |
Note 5 - Notes Payable (Tables)
Note 5 - Notes Payable (Tables) | 3 Months Ended |
Mar. 31, 2022 | |
Notes Tables | |
Schedule of Short-Term Debt [Table Text Block] | March 31, 2022 December 31, 2021 Short-term portion of Avenue Ventures note payable $ 5,696,486 $ 4,375,000 Short-term notes payable 200,000 200,000 $ 5,896,486 $ 4,575,000 |
Note 6 - Long-term Debt (Tables
Note 6 - Long-term Debt (Tables) | 3 Months Ended |
Mar. 31, 2022 | |
Notes Tables | |
Schedule of Long-Term Debt Instruments [Table Text Block] | March 31, 2022 December 31, 2021 Long-term portion of Avenue Ventures note payable $ - $ 10,625,000 $ - $ 10,625,000 |
Note 7 - Leases (Tables)
Note 7 - Leases (Tables) | 3 Months Ended |
Mar. 31, 2022 | |
Notes Tables | |
Lessee, Operating Lease, Liability, Maturity [Table Text Block] | Maturity of Lease Liability Total 2022 $ 387,527 2023 475,556 2024 264,955 2025 173,644 2026 182,326 Thereafter 223,605 Total undiscounted lease payments 1,707,613 Less: Imputed interest 482,877 Present value of lease liabilities $ 1,224,736 |
Note 8 - Intangible Assets (Tab
Note 8 - Intangible Assets (Tables) | 3 Months Ended |
Mar. 31, 2022 | |
Notes Tables | |
Schedule of Finite-Lived Intangible Assets [Table Text Block] | March 31, 2022 December 31, 2021 Customer base $ 1,312,000 $ 1,312,000 Trade-names/marks 502,100 502,100 Accumulated amortization (346,829 ) (233,120 ) Net carrying value $ 1,467,271 $ 1,580,980 |
Note 9 - Stockholders' Equity (
Note 9 - Stockholders' Equity (Tables) | 3 Months Ended |
Mar. 31, 2022 | |
Notes Tables | |
Share-Based Payment Arrangement, Option, Activity [Table Text Block] | Total Stock Options Outstanding Weighted Average Exercise Price per Share December 31, 2021 45,468 $ 14.28 Granted — — Vested — — Forfeited, Canceled (2,813 ) 67.00 March 31, 2022 42,655 $ 10.81 |
Share-Based Compensation Arrangements by Share-Based Payment Award, Options, Vested and Expected to Vest, Outstanding [Table Text Block] | As of March 31, 2022 Stock Options Outstanding Vested Stock Options Quantity 42,655 42,655 Weighted Average Exercise Price $ 10.81 $ 10.81 Weighted Average Remaining Contractual Term (in Years) 2.50 2.50 Intrinsic Value $ — $ — |
Note 10 - Warrants (Tables)
Note 10 - Warrants (Tables) | 3 Months Ended |
Mar. 31, 2022 | |
Notes Tables | |
Schedule of Outstanding Warrants [Table Text Block] | Number of Warrants Weighted Average Exercise Price December 31, 2021 2,431,168 $ 4.48 Granted 30,777,776 0.46 Exercised — — Forfeited, Canceled — — March 31, 2022 33,208,944 $ 0.76 |
Note 1 - Description of Busin_2
Note 1 - Description of Business (Details Textual) | 3 Months Ended | |||
Jun. 24, 2021 shares | Mar. 31, 2022 USD ($) | Mar. 31, 2021 USD ($) | Dec. 31, 2021 USD ($) | |
Number of Subsidiaries | 2 | |||
Cash and Cash Equivalents, at Carrying Value, Total | $ 152,183 | $ 1,844,732 | ||
Retained Earnings (Accumulated Deficit), Total | (137,239,351) | $ (129,482,141) | ||
Net Income (Loss), Including Portion Attributable to Noncontrolling Interest, Total | $ (7,759,933) | $ (5,286,646) | ||
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% |
Note 2 - Summary of Significa_3
Note 2 - Summary of Significant Accounting Policies (Details Textual) | 3 Months Ended | ||||
Nov. 09, 2021 shares | Mar. 31, 2022 USD ($) shares | Mar. 31, 2021 USD ($) | Dec. 31, 2021 USD ($) | Sep. 30, 2021 | |
Income Tax Expense (Benefit), Total | $ 0 | $ 0 | |||
Cash Equivalents, at Carrying Value, Total | 0 | $ 0 | |||
Cash, Uninsured Amount | 0 | 331,385 | |||
Restricted Cash, Total | 0 | 5,000,000 | |||
Accounts Receivable, Allowance for Credit Loss, Current | 0 | $ 0 | |||
Accounts Receivable, Allowance for Credit Loss, Writeoff | 20,000 | 0 | |||
Number of Finite-Lived Intangible Assets | 2 | ||||
Impairment of Intangible Assets (Excluding Goodwill), Total | $ 0 | $ 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 | ||||
Domestic Tax Authority [Member] | |||||
Operating Loss Carryforwards | $ 197,800,000 | ||||
Operating Loss Carryforwards, Amount Subject to Expiration | 140,600,000 | ||||
Operating Loss Carryforwards, Amount Not Subject to Expiration | 57,200,000 | ||||
Tax Credit Carryforward, Amount | 4,300,000 | ||||
State and Local Jurisdiction [Member] | |||||
Operating Loss Carryforwards | 112,200,000 | ||||
Tax Credit Carryforward, Amount | $ 300,000 | ||||
The Plan [Member] | |||||
Share-Based Compensation Arrangement by Share-Based Payment Award, Number of Shares Authorized (in shares) | shares | 3,597,557 | ||||
Share-Based Compensation Arrangement by Share-Based Payment Award, Number of Shares Available for Grant (in shares) | shares | 3,438,902 | ||||
Share-based Compensation Arrangement by Share-based Payment Award, Number of Additional Shares Authorized (in shares) | shares | 3,000,000 | ||||
Common Stock, Capital Shares Reserved for Future Issuance (in shares) | shares | 42,655 | ||||
Share-based Compensation Arrangement by Share-based Payment Award, Expiration Period (Year) | 10 years | ||||
The ESPP [Member] | |||||
Share-Based Compensation Arrangement by Share-Based Payment Award, Number of Shares Available for Grant (in shares) | shares | 1,025,000 | ||||
Percentage of Common Stock Outstanding of Preceding Year | 10% | ||||
Share-based Compensation Arrangement by Share-based Payment Award, Number of Shares Limited Per Year (in shares) | shares | 100,000 | ||||
Share-based Compensation Arrangement by Share-based Payment Award, Maximum Employee Subscription Rate | 15% | ||||
Share-based Compensation Arrangement by Share-based Payment Award, Discount from Market Price, Offering Date | 85% |
Note 2 - Summary of Significa_4
Note 2 - Summary of Significant Accounting Policies - Other Comprehensive Income (Loss) (Details) | 3 Months Ended |
Mar. 31, 2022 USD ($) | |
Beginning balance | $ (1,506,768) |
Ending balance | (2,435,054) |
Accumulated Foreign Currency Adjustment Attributable to Parent [Member] | |
Beginning balance | (6,651) |
Other comprehensive income (loss) before reclassifications | (17,601) |
Amounts reclassified from accumulated other comprehensive loss | 0 |
Ending balance | $ (24,252) |
Note 2 - Summary of Significa_5
Note 2 - Summary of Significant Accounting Policies - Antidilutive Securities (Details) - shares | 3 Months Ended | |
Mar. 31, 2022 | Mar. 31, 2021 | |
Antidilutive securities (in shares) | 34,599,595 | 4,044,004 |
Warrant [Member] | ||
Antidilutive securities (in shares) | 33,208,944 | 2,431,168 |
Restricted Stock [Member] | ||
Antidilutive securities (in shares) | 1,347,996 | 1,567,368 |
Share-Based Payment Arrangement, Option [Member] | ||
Antidilutive securities (in shares) | 42,655 | 45,468 |
Note 3 - Merger with Old Cyto_3
Note 3 - Merger with Old Cytocom (Details Textual) - USD ($) $ / shares in Units, $ in Thousands | 3 Months Ended | 8 Months Ended | ||||
Jul. 27, 2021 | Mar. 31, 2022 | Apr. 03, 2022 | Dec. 31, 2021 | Jul. 26, 2021 | Mar. 31, 2021 | |
Class of Warrant or Right, Exercise Price of Warrants or Rights (in dollars per share) | $ 0.76 | $ 4.48 | ||||
Class of Warrant or Right, Issued During Period, Weighted Average Exercise Price (in dollars per share) | $ 0.46 | |||||
Class of Warrant or Right, Outstanding (in shares) | 33,208,944 | 2,431,168 | ||||
Share-based Compensation Arrangement by Share-based Payment Award, Options, Outstanding, Number, Ending Balance (in shares) | 42,655 | 45,468 | ||||
Share Price (in dollars per share) | $ 4.99 | |||||
Minimum [Member] | ||||||
Class of Warrant or Right, Exercise Price of Warrants or Rights (in dollars per share) | $ 0.01 | |||||
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% | |||||
Class of Warrant or Right, Issued During Period, Weighted Average Exercise Price (in dollars per share) | $ 4.86 | |||||
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, Outstanding (in shares) | 425,000 | |||||
2021 Warrants [Member] | Minimum [Member] | ||||||
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 | |||||
Old Cytocom and ImQuest [Member] | ||||||
Business Acquisition, Equity Interest Issued or Issuable, Number of Shares (in shares) | 3,282,089 | |||||
Business Acquisition, Percentage of Voting Interests Acquired | 54% | |||||
Cytocom [Member] | ||||||
Business Acquisition, Percentage of Voting Interests Acquired | 46% | |||||
Merger Agreement [Member] | ||||||
Business Acquisition, Goodwill, Expected Tax Deductible Amount | $ 0 |
Note 3 - Merger with Old Cyto_4
Note 3 - Merger with Old Cytocom - Purchase Price (Details) - Cleveland BioLabs, Inc. [Member] | Jul. 27, 2021 USD ($) $ / shares shares | |
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.[2]The fair value of Cleveland BioLabs, Inc. common stock used in determining the purchase price was $4.99. |
Note 3 - Merger with Old Cyto_5
Note 3 - Merger with Old Cytocom - Purchase Price - Assets Acquired and Liabilities Assumed (Details) - USD ($) | Mar. 31, 2022 | Dec. 31, 2021 | Jul. 27, 2021 |
Goodwill | $ 9,267,007 | $ 9,267,007 | |
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 | ||
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] | |
Ownership percentage | 67.57% |
Note 3 - Merger with Old Cyto_7
Note 3 - Merger with Old Cytocom - Pro Forma Information (Details) - Cleveland BioLabs, Inc. [Member] - USD ($) | 3 Months Ended | |
Mar. 31, 2022 | Mar. 31, 2021 | |
Revenue | $ 997,839 | $ 836,686 |
Net loss | $ (7,757,210) | $ (5,965,956) |
Note 4 - Accounts Payable and_3
Note 4 - Accounts Payable and Accrued Expenses - Accounts Payable and Accrued Expenses (Details) - USD ($) | Mar. 31, 2022 | Dec. 31, 2021 |
Accounts payable | $ 6,744,176 | $ 3,964,962 |
Accrued payroll | 136,903 | 195,470 |
Accrued interest and fees | 69,393 | 51,195 |
Other accrued expenses | 1,341,253 | 1,504,329 |
Accounts Payable and Accrued Liabilities, Current, Total | $ 8,291,805 | $ 5,715,956 |
Note 5 - Notes Payable - Notes
Note 5 - Notes Payable - Notes Payable and Advances from Related Party (Details) - USD ($) | Mar. 31, 2022 | Dec. 31, 2021 |
Notes payable | $ 5,896,486 | $ 4,575,000 |
Avenue Ventures Note Payable [Member] | ||
Notes payable | 5,696,486 | 4,375,000 |
Short-term Notes Payable [Member] | ||
Notes payable | $ 200,000 | $ 200,000 |
Note 6 - Long-term Debt (Detail
Note 6 - Long-term Debt (Details Textual) - Avenue Ventures Note Payable [Member] - USD ($) $ in Millions | 1 Months Ended | ||
Feb. 28, 2022 | Apr. 30, 2022 | Mar. 31, 2022 | |
Repayments of Notes Payable | $ 5 | ||
Debt Instrument, Debt Default, Default Rate | 5% | ||
Debt Instrument, Debt Default, Foreclosed Cash | $ 4.8 | ||
Debt Instrument, Debt Default, Amount Applied To Principal | $ 3.8 | ||
Subsequent Event [Member] | |||
Debt Instrument, Debt Default, Amount Foreclosed | $ 0.5 |
Note 6 - Long-term Debt - Long-
Note 6 - Long-term Debt - Long-term Debt (Details) - USD ($) | Mar. 31, 2022 | Dec. 31, 2021 |
Long-term debt | $ 0 | $ 10,625,000 |
Avenue Ventures Note Payable [Member] | ||
Long-term debt | $ 0 | $ 10,625,000 |
Note 7 - Leases (Details Textua
Note 7 - Leases (Details Textual) - USD ($) | 3 Months Ended | |
Mar. 31, 2022 | Mar. 31, 2021 | |
Operating Lease, Weighted Average Remaining Lease Term (Year) | 4 years | |
Operating Lease, Weighted Average Discount Rate, Percent | 14.99% | |
General and Administrative Expense [Member] | ||
Operating Lease, Expense | $ 67,346 | $ 10,040 |
Research and Development Expense [Member] | ||
Operating Lease, Expense | $ 80,317 | $ 0 |
Lease Related to External Debt One [Member] | ||
Lessee, Operating Lease, Discount Rate | 3% | |
Lease Related to External Debt Two [Member] | ||
Lessee, Operating Lease, Discount Rate | 10% | |
Lease Related to External Debt Three [Member] | ||
Lessee, Operating Lease, Discount Rate | 17% |
Note 7 - Leases - Maturity of L
Note 7 - Leases - Maturity of Lease Liability (Details) | Mar. 31, 2022 USD ($) |
2022 | $ 387,527 |
2023 | 475,556 |
2024 | 264,955 |
2025 | 173,644 |
2026 | 182,326 |
Thereafter | 223,605 |
Total undiscounted lease payments | 1,707,613 |
Less: Imputed interest | 482,877 |
Present value of lease liabilities | $ 1,224,736 |
Note 8 - Intangible Assets (Det
Note 8 - Intangible Assets (Details Textual) - USD ($) | 3 Months Ended | |
Mar. 31, 2022 | Mar. 31, 2021 | |
Amortization of Intangible Assets | $ 113,709 | $ 0 |
Note 8 - Intangible Assets - In
Note 8 - Intangible Assets - Intangible Assets (Details) - USD ($) | Mar. 31, 2022 | Dec. 31, 2021 |
Accumulated amortization | $ (346,829) | $ (233,120) |
Net carrying value | 1,467,271 | 1,580,980 |
Customer Base [Member] | ||
Finite-lived intangible assets | 1,312,000 | 1,312,000 |
Trademarks and Trade Names [Member] | ||
Finite-lived intangible assets | $ 502,100 | $ 502,100 |
Note 9 - Stockholders' Equity_2
Note 9 - Stockholders' Equity (Details Textual) $ in Thousands | Mar. 31, 2022 USD ($) shares |
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) | shares | 1,347,996 |
Note 9 - Stockholders' Equity -
Note 9 - Stockholders' Equity - Option Activity (Details) | 3 Months Ended |
Mar. 31, 2022 $ / shares shares | |
Outstanding (in shares) | shares | 45,468 |
Outstanding, weighted average exercise price (in dollars per share) | $ 14.28 |
Granted, weighted average exercise price (in dollars per share) | $ 0 |
Vested (in shares) | shares | 0 |
Vested, weighted average exercise price (in dollars per share) | $ 0 |
Forfeited, canceled (in shares) | shares | (2,813) |
Forfeited, canceled, weighted average exercise price (in dollars per share) | $ 67 |
Outstanding (in shares) | shares | 42,655 |
Outstanding, weighted average exercise price (in dollars per share) | $ 10.81 |
Note 9 - Stockholders' Equity_3
Note 9 - Stockholders' Equity - Summary of Outstanding Options (Details) - USD ($) | 3 Months Ended | |
Mar. 31, 2022 | Dec. 31, 2021 | |
Quantity, outstanding (in shares) | 42,655 | 45,468 |
Quantity, vested (in shares) | 42,655 | |
Weighted-average exercise price, outstanding (in dollars per share) | $ 10.81 | $ 14.28 |
Weighted-average exercise price, vested (in dollars per share) | $ 10.81 | |
Weighted average remaining contractual term, outstanding (Year) | 2 years 6 months | |
Weighted average remaining contractual term , vested (Year) | 2 years 6 months | |
Intrinsic value, outstanding | $ 0 | |
Intrinsic value, vested | $ 0 |
Note 10 - Warrants (Details Tex
Note 10 - Warrants (Details Textual) - $ / shares | Mar. 31, 2022 | Dec. 31, 2021 |
Class of Warrant or Right, Exercise Price of Warrants or Rights (in dollars per share) | $ 0.76 | $ 4.48 |
Class of Warrant or Right, Outstanding (in shares) | 33,208,944 | 2,431,168 |
Common Stock, Shares, Issued (in shares) | 49,979,531 | 35,484,106 |
Registered Direct Offering [Member] | ||
Class of Warrant or Right, Exercise Price of Warrants or Rights (in dollars per share) | $ 0.51 | |
Class of Warrant or Right, Outstanding (in shares) | 2,000,000 | |
GEM Agreement [Member] | ||
Class of Warrant or Right, Outstanding (in shares) | 2,000,000 | |
Confidentially Marketed Public Offering [Member] | ||
Class of Warrant or Right, Exercise Price of Warrants or Rights (in dollars per share) | $ 0.46 | |
Class of Warrant or Right, Outstanding (in shares) | 28,777,776 | |
Common Stock, Shares, Issued (in shares) | 12,555,555 | |
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) | $ 5 | |
Warrants and Rights Outstanding, Term (Year) | 5 years |
Note 10 - Warrants - Outstandin
Note 10 - Warrants - Outstanding Warrants (Details) | 3 Months Ended |
Mar. 31, 2022 $ / shares shares | |
Warrants outstanding (in shares) | shares | 2,431,168 |
Warrants outstanding, weighted average exercise price (in dollars per share) | $ / shares | $ 4.48 |
Warrants granted (in shares) | shares | 30,777,776 |
Warrants granted, weighted average exercise price (in dollars per share) | $ / shares | $ 0.46 |
Warrants exercised (in shares) | shares | 0 |
Warrants exercised, weighted average exercise price (in dollars per share) | $ / shares | $ 0 |
Warrants forfeited, canceled (in shares) | shares | 0 |
Warrants forfeited, canceled, weighted average exercise price (in dollars per share) | $ / shares | $ 0 |
Warrants outstanding (in shares) | shares | 33,208,944 |
Warrants outstanding, weighted average exercise price (in dollars per share) | $ / shares | $ 0.76 |
Note 12 - Subsequent Events (De
Note 12 - Subsequent Events (Details Textual) - Forecast [Member] | Aug. 22, 2022 USD ($) | Apr. 30, 2022 | Sep. 02, 2022 USD ($) shares | Apr. 18, 2022 USD ($) |
Stock Issued During Period, Value, Issued for Services | $ 1,500,000 | |||
Lay Sciences, Inc [Member] | ||||
Number of Preferred Stock Issuable (in shares) | shares | 500,000 | |||
Maximum Payment Payable Within 30 Days of Execution of Binding Letter of Intent | $ 500,000 | |||
Employee Severance [Member] | ||||
Restructuring and Related Cost, Number of Positions Eliminated | 14 | |||
Letter of Credit [Member] | Avenue Venture Opportunities Fund, L.P [Member] | Debt Instrument, Debt Default, Avenue Ventures Notes Payable [Member] | ||||
Debt Instrument, Debt Default, Foreclosed Cash | $ 4,827,290 | |||
Long-Term Debt, Gross | $ 5,711,049 |