Document And Entity Information
Document And Entity Information - USD ($) | 12 Months Ended | ||
Dec. 31, 2021 | Mar. 25, 2022 | Jun. 30, 2021 | |
Document Information [Line Items] | |||
Entity Central Index Key | 0001833214 | ||
Entity Registrant Name | SAB Biotherapeutics, Inc. | ||
Amendment Flag | true | ||
Current Fiscal Year End Date | --12-31 | ||
Document Fiscal Period Focus | FY | ||
Document Fiscal Year Focus | 2021 | ||
Document Type | 10-K/A | ||
Document Annual Report | true | ||
Document Period End Date | Dec. 31, 2021 | ||
Document Transition Report | false | ||
Entity File Number | 001-39871 | ||
Entity Incorporation, State or Country Code | DE | ||
Entity Tax Identification Number | 85-3899721 | ||
Entity Address, Address Line One | 2100 East 54th Street North | ||
Entity Address, City or Town | Sioux Falls | ||
Entity Address, State or Province | SD | ||
Entity Address, Postal Zip Code | 57104 | ||
City Area Code | 605 | ||
Local Phone Number | 679-6980 | ||
Entity Well-known Seasoned Issuer | No | ||
Entity Voluntary Filers | No | ||
Entity Current Reporting Status | Yes | ||
Entity Interactive Data Current | Yes | ||
Entity Filer Category | Non-accelerated Filer | ||
Entity Small Business | true | ||
Entity Emerging Growth Company | true | ||
Entity Ex Transition Period | false | ||
ICFR Auditor Attestation Flag | false | ||
Entity Shell Company | false | ||
Entity Public Float | $ 114,540,000 | ||
Entity Common Stock, Shares Outstanding | 42,955,121 | ||
Amendment Description | SAB Biotherapeutics, Inc., a Delaware corporation (“SAB” or the “Company”, “we”, “our” or “us”) is filing this Amendment No. 1 to the Annual Report on Form 10-K (the “Form 10-K/A” or “Amended Annual Report”) to amend our Annual Report on Form 10-K for the year ended December 31, 2021, filed with the Securities Exchange Commission (the “SEC”) on March 29, 2022 (the “Original Form 10-K”), to restate the financial statements as of and for the year ended December 31, 2021. In March 2023, the Audit Committee of the Company’s Board of Directors and the Company’s management concluded that the Company’s Original Form 10-K should no longer be relied upon as a result of the following accounting errors: ● The Company concluded that it did not correctly account for a financed insurance premium whereby a third-party lender prepaid the Company's annual insurance premiums to our insurance companies in exchange for a short-term interest bearing note (the “Insurance Financing Agreement”). The Company previously recognized, on its consolidated balance sheet, a current prepaid asset for the amount paid by the Company under the Insurance Financing Agreement in excess of the total amortized value of the prepaid insurance policy. The Company reassessed its accounting for the Insurance Financing Agreement and determined that the Insurance Financing Agreement should be classified as a current note payable with the full amount of the insurance premium recognized as current prepaid asset at the time the Company entered into the Insurance Financing Agreement. ● The Company concluded that the Insurance Financing Agreement and corresponding payment to the third-party lender constitutes a constructive receipt and disbursement of cash. As a result, the Company determined the cash flows from financing activities contained within the Prior Year Financial Statements is understated—this error is accompanied by a corresponding overstatement in cash flows from operating activities due to an understated prepaid asset. ● Similar to the above assessment, the Company concluded that the cash payments to the third-party lender should be presented within cash flows from financing activities. As a result, the Company determined the cash flows from financing activities contained within the Prior Period Interim Financial Statements are overstated—this error is accompanied by a corresponding understatement in cash flows from operating activities due to the derecognition of the previously unrecognized prepaid asset. Accordingly, the Company is filing this 10-K/A to amend Part II, Item 7 and to restate Part II, Item 8 and Part IV, Item 15 of the Original Form 10-K. In addition, pursuant to Rule 12b-15 under the Securities Exchange Act of 1934, as amended, this Form 10-K/A also contains new certifications by the principal executive officer and the principal financial officer in Exhibits 31.1, 31.2, 32.1 and 32.2 as required by Sections 302 and 906 of the Sarbanes-Oxley Act of 2002. This Form 10-K/A also contains an updated consent of the Company’s independent registered public accounting firm, included as Exhibit 23.1. Except as set forth in this Form 10-K/A, this Form 10-K/A does not amend or otherwise update any other information in the Original Form 10-K. Other than the information specifically amended and restated herein, this Form 10-K/A does not reflect events occurring after March 29, 2022, the date of the Original Form 10-K, or modify or update those disclosures that may have been affected by subsequent events. Accordingly, this Form 10- K/A should be read in conjunction with the Original Form 10-K and with our filings with the SEC after the Original Form 10-K. | ||
Auditor Name | Mayer Hoffman McCann P.C. | ||
Auditor Location | San Diego, California | ||
Auditor Firm ID | 199 | ||
Warrant [Member] | |||
Document Information [Line Items] | |||
Title of 12(b) Security | Warrants, each exercisable for one share of Common Stock at an exercise price of $11.50 per share | ||
Trading Symbol | SABSW | ||
Security Exchange Name | NASDAQ | ||
Common Stock [Member] | |||
Document Information [Line Items] | |||
Title of 12(b) Security | Common stock, $0.0001 par value per share | ||
Trading Symbol | SABS | ||
Security Exchange Name | NASDAQ |
Consolidated Balance Sheets
Consolidated Balance Sheets - USD ($) | Dec. 31, 2021 | Dec. 31, 2020 | Dec. 31, 2019 |
Assets | |||
Cash and cash equivalents | $ 33,206,712 | $ 12,610,383 | |
Restricted cash | 6,338,306 | 0 | |
Accounts receivable, net | 8,010,708 | 20,569,497 | |
Prepaid expenses | 2,636,224 | 1,275,134 | |
Total current assets | 50,191,950 | 34,455,014 | |
Operating lease right-of-use assets | 2,615,204 | 3,053,022 | |
Financing lease right-of-use assets | 4,019,322 | 4,184,427 | |
Equipment, net | 24,314,455 | 14,845,470 | |
Total assets | 81,140,931 | 56,537,933 | |
Current liabilities | |||
Accounts payable | 4,458,525 | 7,382,361 | |
Forward share purchase liability | 6,338,306 | 0 | |
Notes payable – current portion | 1,796,724 | 538,731 | |
Operating lease liabilities, current portion | 1,142,413 | 924,265 | |
Finance lease liabilities, current portion | 161,050 | 194,717 | |
Due to related party | 2,367 | 16,778 | |
Deferred grant income | 100,000 | 100,000 | |
Accrued expenses and other current liabilities | 12,455,888 | 1,904,878 | |
Total current liabilities | 26,455,273 | 11,061,730 | |
Operating lease liabilities, noncurrent | 1,653,185 | 2,372,777 | |
Finance lease liabilities, noncurrent | 3,762,430 | 3,923,554 | |
Warrant liabilities | 10,720,130 | 0 | |
Notes payable, noncurrent | 0 | 172,037 | |
Total liabilities | 42,591,018 | 17,530,098 | |
Commitments and contingencies (Note 17) | |||
Stockholders’ equity | |||
Preferred stock; $0.0001 par value; 10,000,000 shares authorized, 0 shares issued and outstanding at December 31, 2021 and 2020 | 0 | 0 | |
Common stock; $0.0001 par value; 490,000,000 shares authorized at December 31, 2021 and 2020; 43,487,279 and 25,973,406 shares issued and outstanding at December 31, 2021 and 2020, respectively | 4,349 | 2,598 | |
Additional paid-in capital | 67,674,515 | 50,989,657 | |
Accumulated deficit | (29,128,951) | (11,984,420) | |
Total stockholders’ equity | 38,549,913 | 39,007,835 | $ 7,694,433 |
Total liabilities and stockholders’ equity | $ 81,140,931 | $ 56,537,933 |
Consolidated Balance Sheets (Pa
Consolidated Balance Sheets (Parentheticals) - $ / shares | Dec. 31, 2021 | Oct. 22, 2021 | Oct. 21, 2021 | Dec. 31, 2020 | Aug. 31, 2019 |
Preferred stock, par value (in dollars per share) | $ 0.0001 | $ 0.0001 | $ 0.0001 | ||
Preferred stock, authorized (in shares) | 10,000,000 | 10,000,000 | 10,000,000 | 50,000,000 | |
Preferred stock, issued (in shares) | 0 | 0 | |||
Preferred stock, outstanding (in shares) | 0 | 17,750,882 | 0 | ||
Common stock, par value (in dollars per share) | $ 0.0001 | $ 0.0001 | |||
Common stock, authorized (in shares) | 490,000,000 | 490,000,000 | |||
Common stock, issued (in shares) | 43,487,279 | 25,973,406 | |||
Common stock, outstanding (in shares) | 43,487,279 | 25,973,406 |
Consolidated Statements of Oper
Consolidated Statements of Operations - USD ($) | 12 Months Ended | |
Dec. 31, 2021 | Dec. 31, 2020 | |
Revenue | ||
Total revenue | $ 60,876,078 | $ 55,237,759 |
Operating expenses | ||
Research and development | 57,183,589 | 27,908,659 |
General and administrative | 17,085,692 | 6,772,303 |
Total operating expenses | 74,269,281 | 34,680,962 |
(Loss) income from operations | (13,393,203) | 20,556,797 |
Changes in fair value of warrant liabilities | (4,151,068) | 0 |
Gain on debt extinguishment of Paycheck Protection Program SBA Loan | 665,596 | 0 |
Other income | 5,488 | 3,996 |
Interest expense | (294,459) | (469,151) |
Interest income | 23,115 | 26,131 |
Net (loss) income | $ (17,144,531) | $ 20,117,773 |
Earnings (loss) per common share attributable to the Company’s shareholders | ||
Basic (loss) earnings per common share (in dollars per share) | $ (0.63) | $ 0.79 |
Diluted (loss) earnings per common share (in dollars per share) | $ (0.63) | $ 0.74 |
Weighted-average common shares outstanding – basic (in shares) | 27,339,180 | 25,391,084 |
Weighted-average common shares outstanding – diluted (in shares) | 27,339,180 | 27,011,482 |
Grant [Member] | ||
Revenue | ||
Total revenue | $ 60,876,078 | $ 55,237,759 |
Consolidated Statements of Chan
Consolidated Statements of Changes In Redeemable Preferred Stock and Stockholders' Equity (Deficit) - USD ($) | Previously Reported [Member] Preferred Stock [Member] Series A-2A Redeemable Preferred Stock [Member] | Previously Reported [Member] Preferred Stock [Member] Series A Preferred Stock [Member] | Previously Reported [Member] Preferred Stock [Member] Series A-1 Preferred Stock [Member] | Previously Reported [Member] Preferred Stock [Member] Series A-2 Preferred Stock [Member] | Previously Reported [Member] Preferred Stock [Member] Series B Preferred Stock [Member] | Previously Reported [Member] Common Stock [Member] | Previously Reported [Member] Additional Paid-in Capital [Member] | Previously Reported [Member] Retained Earnings [Member] | Previously Reported [Member] | Revision of Prior Period, Adjustment [Member] Preferred Stock [Member] Series A-2A Redeemable Preferred Stock [Member] | Revision of Prior Period, Adjustment [Member] Preferred Stock [Member] Series A Preferred Stock [Member] | Revision of Prior Period, Adjustment [Member] Preferred Stock [Member] Series A-1 Preferred Stock [Member] | Revision of Prior Period, Adjustment [Member] Preferred Stock [Member] Series A-2 Preferred Stock [Member] | Revision of Prior Period, Adjustment [Member] Preferred Stock [Member] Series B Preferred Stock [Member] | Revision of Prior Period, Adjustment [Member] Common Stock [Member] | Revision of Prior Period, Adjustment [Member] Additional Paid-in Capital [Member] | Revision of Prior Period, Adjustment [Member] Retained Earnings [Member] | Revision of Prior Period, Adjustment [Member] | Big Cypress Acquisition Corp [Member] Preferred Stock [Member] Series A-2A Redeemable Preferred Stock [Member] | Big Cypress Acquisition Corp [Member] Preferred Stock [Member] Series A Preferred Stock [Member] | Big Cypress Acquisition Corp [Member] Preferred Stock [Member] Series A-1 Preferred Stock [Member] | Big Cypress Acquisition Corp [Member] Preferred Stock [Member] Series A-2 Preferred Stock [Member] | Big Cypress Acquisition Corp [Member] Preferred Stock [Member] Series B Preferred Stock [Member] | Big Cypress Acquisition Corp [Member] Common Stock [Member] | Big Cypress Acquisition Corp [Member] Additional Paid-in Capital [Member] | Big Cypress Acquisition Corp [Member] Retained Earnings [Member] | Big Cypress Acquisition Corp [Member] | Preferred Stock [Member] Series A-2A Redeemable Preferred Stock [Member] | Preferred Stock [Member] Series A Preferred Stock [Member] | Preferred Stock [Member] Series A-1 Preferred Stock [Member] | Preferred Stock [Member] Series A-2 Preferred Stock [Member] | Preferred Stock [Member] Series B Preferred Stock [Member] | Common Stock [Member] | Additional Paid-in Capital [Member] | Retained Earnings [Member] | Total |
Balance (in shares) at Dec. 31, 2019 | 3,333,333 | 6,615,000 | 2,525,800 | 4,039,963 | 1,236,786 | 35,216,000 | (3,333,333) | (6,615,000) | (2,525,800) | (4,039,963) | (1,236,786) | (10,570,449) | 0 | 0 | 0 | 0 | 0 | 24,645,551 | ||||||||||||||||||
Balance at Dec. 31, 2019 | $ 9,999,999 | $ 662 | $ 253 | $ 404 | $ 124 | $ 3,522 | $ 29,791,662 | $ (32,102,193) | $ (2,305,566) | $ (9,999,999) | $ (662) | $ (253) | $ (404) | $ (124) | $ (1,057) | $ 10,002,499 | $ 0 | $ 9,999,999 | $ 0 | $ 0 | $ 0 | $ 0 | $ 0 | $ 2,465 | $ 39,794,161 | $ (32,102,193) | $ 7,694,433 | |||||||||
Issuance of stock in private offerings, net of issuance cost of $87,949 (in shares) | 0 | 0 | 0 | |||||||||||||||||||||||||||||||||
Issuance of stock in private offerings, net of issuance cost of $87,949 | $ 0 | $ 0 | $ 0 | |||||||||||||||||||||||||||||||||
Stock-based compensation | 0 | 0 | 0 | 0 | 0 | 1,295,423 | 0 | 1,295,423 | ||||||||||||||||||||||||||||
Net (loss) income | $ 0 | $ 0 | $ 0 | $ 0 | $ 0 | $ 0 | 0 | 20,117,773 | 20,117,773 | |||||||||||||||||||||||||||
Balance (in shares) at Dec. 31, 2020 | 0 | 0 | 0 | 0 | 0 | 25,973,406 | ||||||||||||||||||||||||||||||
Balance at Dec. 31, 2020 | $ 0 | $ 0 | $ 0 | $ 0 | $ 0 | $ 2,598 | 50,989,657 | (11,984,420) | 39,007,835 | |||||||||||||||||||||||||||
Stock-based compensation | 0 | 0 | 0 | 0 | 0 | 2,314,682 | 0 | 2,314,682 | ||||||||||||||||||||||||||||
Net (loss) income | (17,144,531) | 0 | $ 0 | $ 0 | $ 0 | $ 0 | $ 0 | 0 | (17,144,531) | (17,144,531) | ||||||||||||||||||||||||||
Effect of Business Combination and recapitalization, net of redemptions and issuance costs of $3,294,096 (in shares) | 0 | 0 | 0 | 0 | 0 | 7,009,436 | ||||||||||||||||||||||||||||||
Effect of Business Combination and recapitalization, net of redemptions and issuance costs of $3,294,096 | $ 0 | $ 0 | $ 0 | $ 0 | $ 0 | $ 701 | $ 7,603,133 | $ 0 | $ 7,603,834 | |||||||||||||||||||||||||||
Issuance of restricted stock, subject to forfeiture (in shares) | 0 | 0 | 0 | 0 | 0 | 10,491,937 | ||||||||||||||||||||||||||||||
Issuance of restricted stock, subject to forfeiture | $ 0 | $ 0 | $ 0 | $ 0 | $ 0 | $ 1,049 | 0 | 0 | 1,049 | |||||||||||||||||||||||||||
Forward Share Purchase Agreement, partial settlement | $ 0 | $ 0 | $ 0 | $ 0 | $ 0 | 6,760,294 | 0 | 6,760,294 | ||||||||||||||||||||||||||||
Issuance of common stock for exercise of stock options (in shares) | 0 | 0 | 0 | 0 | 0 | 12,500 | ||||||||||||||||||||||||||||||
Issuance of common stock for exercise of stock options | $ 0 | $ 0 | $ 0 | $ 0 | $ 0 | $ 1 | 6,749 | 0 | 6,750 | |||||||||||||||||||||||||||
Balance (in shares) at Dec. 31, 2021 | 0 | 0 | 0 | 0 | 0 | 43,487,279 | ||||||||||||||||||||||||||||||
Balance at Dec. 31, 2021 | $ 38,549,913 | $ 0 | $ 7,604,883 | $ 0 | $ 0 | $ 0 | $ 0 | $ 0 | $ 4,349 | $ 67,674,515 | $ (29,128,951) | $ 38,549,913 |
Consolidated Statements of Ch_2
Consolidated Statements of Changes In Redeemable Preferred Stock and Stockholders' Equity (Deficit) (Parentheticals) - USD ($) | 12 Months Ended | |
Dec. 31, 2021 | Dec. 31, 2020 | |
Big Cypress Acquisition Corp [Member] | ||
Issuance costs | $ 3,294,096 | |
Issuance costs | $ 87,949 |
Consolidated Statements of Cash
Consolidated Statements of Cash Flows - USD ($) | 12 Months Ended | |
Dec. 31, 2021 | Dec. 31, 2020 | |
Cash flows from operating activities: | ||
Net (loss) income | $ (17,144,531) | $ 20,117,773 |
Adjustments to reconcile net (loss) income to net cash provided by operating activities: | ||
Gain on debt extinguishment of Paycheck Protection Program SBA Loan | (665,596) | 0 |
Depreciation and amortization | 1,488,614 | 383,142 |
Amortization of right-of-use assets | 164,983 | 165,036 |
Stock-based compensation expense | 2,314,682 | 1,295,423 |
Gain on sale of equipment | (5,488) | (2,252) |
Changes in fair value of warrant liabilities | 4,151,068 | 0 |
Changes in operating assets and liabilities | ||
Accounts receivable | 12,558,790 | (17,750,762) |
Prepaid expenses | (1,258,348) | (1,151,130) |
Right-of-use assets – operating lease | (63,626) | 215,122 |
Accounts payable | (2,935,521) | 5,211,593 |
Deferred income | 0 | 100,000 |
Due to related party | (2,727) | 10,528 |
Accrued expense and other current liabilities | 3,384,573 | 1,410,322 |
Net cash provided by operating activities | 1,986,873 | 10,004,795 |
Cash flows from investing activities: | ||
Proceeds from the sale of equipment | 0 | 9,000 |
Purchases of equipment | (10,943,657) | (12,731,702) |
Net cash used in investing activities | (10,943,657) | (12,722,702) |
Cash flows from financing activities: | ||
Proceeds from Business Combination, net of transaction costs | 34,340,225 | 0 |
Proceeds from the sale of stock, net of issuance costs | 0 | 9,900,206 |
Payments on related party notes payable | 0 | (1,364,644) |
Proceeds from issuance of notes payable | (2,840,619) | 0 |
Payments of notes payable | (1,093,051) | (32,506) |
Principal payments on finance leases | (203,124) | (182,347) |
Proceeds from exercise of stock options | 6,750 | 0 |
Net cash provided by financing activities | 35,891,419 | 8,982,321 |
Net increase in cash, cash equivalents, and restricted cash | 26,934,635 | 6,264,414 |
Cash, cash equivalents, and restricted cash | ||
Beginning of year | 12,610,383 | 6,345,969 |
End of year | 39,545,018 | 12,610,383 |
Supplemental information on non-cash investing and finance activities: | ||
Right-of-use assets obtained in exchange for operating lease liabilities | 505,187 | 1,773,135 |
Warrant liabilities assumed related to the Business Combination | 6,569,062 | 0 |
Liabilities assumed related to the Forward Share Purchase Agreement | 6,338,306 | 0 |
Financing fee liabilities assumed related to the Business Combination included in accrued expense and other current liabilities | 3,100,000 | 0 |
Unpaid financing fees included in accrued expense and other current liabilities | 2,000,000 | 0 |
Cash and cash equivalents | 33,206,712 | 12,610,383 |
Plus: restricted cash - Forward Share Purchase Agreement | 6,338,306 | 0 |
Total cash, cash equivalents, and restricted cash shown in the statement of cash flows | 39,545,018 | 12,610,383 |
Paycheck Protection Program Loan [Member] | ||
Cash flows from financing activities: | ||
Proceeds from Paycheck Protection Program SBA Loan | $ 0 | $ 661,612 |
Note 1 - Nature of Business
Note 1 - Nature of Business | 12 Months Ended |
Dec. 31, 2021 | |
Notes to Financial Statements | |
Nature of Operations [Text Block] | ( 1 On October 22, 2021 ( June 21, 2021, August 12, 2021, SAB Biotherapeutics, Inc. is a clinical-stage biopharmaceutical company focused on the development and commercialization of a portfolio of products from its proprietary immunotherapy platform to produce fully targeted human polyclonal antibodies, without using human plasma or serum. SAB’s novel DiversitAb platform enables the rapid production of large amounts of targeted human polyclonal antibodies, leveraging transchromosomic cattle (Tc Bovine™) that have been genetically designed to produce human antibodies (immunoglobulin G) rather than bovine in response to an antigen. Animal antibodies have been made in rabbits, sheep and horses. However, SAB's platform is the first The COVID- 19 may not 19 |
Note 2 - Summary of Significant
Note 2 - Summary of Significant Accounting Policies | 12 Months Ended |
Dec. 31, 2021 | |
Notes to Financial Statements | |
Significant Accounting Policies [Text Block] | ( 2 Summary of Significant Accounting Policies A summary of the significant accounting policies applied in preparation of the accompanying consolidated financial statements is set forth below. Restatement of Previously issued Financial Statements In March 2023, 10 December 31, 2021 should no ● The Company concluded that it did not third ● The Company concluded that the Insurance Financing Agreement and corresponding payment to the third 10 December 31, 2021 Impact of the Restatement The Company has restated herein its audited financial statements for the year ended December 31, 2021. December 31, 2021 As Previously Reported Adjustment As Restated Assets Current assets Cash and cash equivalents $ 33,206,712 $ — $ 33,206,712 Restricted cash 6,338,306 — 6,338,306 Accounts receivable, net 8,010,708 — 8,010,708 Prepaid expenses 864,513 1,771,711 2,636,224 Total current assets 48,420,239 1,771,711 50,191,950 Operating lease right-of-use assets 2,615,204 — 2,615,204 Financing lease right-of-use assets 4,019,322 — 4,019,322 Equipment, net 24,314,455 — 24,314,455 Total assets $ 79,369,220 $ 1,771,711 $ 81,140,931 Liabilities and Stockholders Equity Current liabilities Accounts payable $ 4,458,525 $ — $ 4,458,525 Forward share purchase liability 6,338,306 — 6,338,306 Notes payable – current portion 25,013 1,771,711 1,796,724 Operating lease liabilities, current portion 1,142,413 — 1,142,413 Finance lease liabilities, current portion 161,050 — 161,050 Due to related party 2,367 — 2,367 Deferred grant income 100,000 — 100,000 Accrued expenses and other current liabilities 12,455,888 — 12,455,888 Total current liabilities 24,683,562 1,771,711 26,455,273 Operating lease liabilities, noncurrent 1,653,185 — 1,653,185 Finance lease liabilities, noncurrent 3,762,430 — 3,762,430 Warrant liabilities 10,720,130 — 10,720,130 Notes payable, noncurrent — — — Total liabilities 40,819,307 1,771,711 42,591,018 Commitments and contingencies (Note 17) Stockholders’ equity Preferred stock; $ 0.0001 10,000,000 0 — — — Common stock; $ 0.0001 490,000,000 43,487,279 25,973,406 4,349 — 4,349 Additional paid-in capital 67,674,515 — 67,674,515 Accumulated deficit (29,128,951 ) — (29,128,951 ) Total stockholders’ equity 38,549,913 — 38,549,913 Total liabilities and stockholders equity $ 79,369,220 $ 1,771,711 $ 81,140,931 Year Ended December 31, 2021 As Previously Reported Adjustment As Restated Cash flows from operating activities: Net (loss) income $ (17,144,531 ) $ — $ (17,144,531 ) Adjustments to reconcile net (loss) income to net cash provided by operating activities: Gain on debt extinguishment of Paycheck Protection Program SBA Loan (665,596 ) — (665,596 ) Depreciation and amortization 1,488,614 — 1,488,614 Amortization of right-of-use assets 164,983 — 164,983 Stock-based compensation expense 2,314,682 — 2,314,682 Gain on sale of equipment (5,488 ) — (5,488 ) Changes in fair value of warrant liabilities 4,151,068 — 4,151,068 Changes in operating assets and liabilities Accounts receivable 12,558,790 — 12,558,790 Prepaid expenses 513,363 (1,771,711 ) (1,258,348 ) Right-of-use assets – operating lease (63,626 ) — (63,626 ) Accounts payable (2,935,521 ) — (2,935,521 ) Deferred income — — — Due to related party (2,727 ) — (2,727 ) Accrued expense and other current liabilities 3,384,573 — 3,384,573 Net cash provided by operating activities 3,758,584 (1,771,711 ) 1,986,873 Cash flows from investing activities: Proceeds from the sale of equipment — — — Purchases of equipment (10,943,657 ) — (10,943,657 ) Net cash used in investing activities (10,943,657 ) — (10,943,657 ) Cash flows from financing activities: Proceeds from Business Combination, net of transaction costs 34,340,225 — 34,340,225 Proceeds from issuance of notes payable — 2,840,619 2,840,619 Payments of notes payable (24,143 ) (1,068,908 ) (1,093,051 ) Principal payments on finance leases (203,124 ) — (203,124 ) Proceeds from exercise of stock options 6,750 — 6,750 Net cash provided by financing activities 34,119,708 1,771,711 35,891,419 Net increase in cash, cash equivalents, and restricted cash 26,934,635 — 26,934,635 Cash, cash equivalents, and restricted cash Beginning of year 12,610,383 — 12,610,383 End of year $ 39,545,018 $ — $ 39,545,018 A summary of the significant accounting policies applied in preparation of the accompanying consolidated financial statements is set forth below. Basis of presentation The financial statements have been prepared in conformity with U.S. Generally Accepted Accounting Principles ("GAAP") and include all adjustments necessary for the fair presentation of the Company’s financial position for the years presented. The Business Combination was accounted for as a reverse recapitalization in accordance with U.S. GAAP (the “Reverse Recapitalization”). Under this method of accounting, BCYP is treated as the “acquired” company and SAB Biotherapeutics is treated as the acquirer for financial reporting purposes. Accordingly, for accounting purposes, the Reverse Recapitalization was treated as the equivalent of SAB Biotherapeutics issuing stock for the net assets of BCYP, accompanied by a recapitalization. The net assets of BCYP are stated at historical cost, with no ● SAB Biotherapeutics’ shareholders have the largest portion of voting rights in the Company ● the Board and Management are primarily composed of individuals associated with SAB Biotherapeutics; ● the operations of SAB comprise the ongoing operations of the Company. The consolidated assets, liabilities and results of operations prior to the Reverse Recapitalization are those of SAB Biotherapeutics. At the Closing Date, and subject to the terms and conditions of the Merger Agreement, each share of SAB Biotherapeutics common stock, par value $0.0001 per share, and each share of the SAB Biotherapeutics convertible preferred stock that was convertible into a share of SAB Biotherapeutics common stock at a one one Emerging growth company status The Company is an “emerging growth company,” as defined in Section 2 2012, may not not not 404 not Further, Section 102 1 not not not may Principles of consolidation The accompanying consolidated financial statements include the results of the Company and its wholly owned subsidiaries, SAB Capra, LLC and Aurochs, LLC. Intercompany balances and transactions have been eliminated in consolidation. Significant risks and uncertainties The Company’s operations are subject to a number of factors that can affect its operating results and financial condition. Such factors include, but are not The Company currently has no no Funding from government grants is not may Use of estimates The preparation of financial statements in conformity with U.S. GAAP requires management to make estimates and assumptions that affect the reported amounts of assets, liabilities, revenue and expenses and the disclosure of contingent assets and liabilities in the financial statements. The Company has used significant estimates in its determination of stock-based compensation assumptions, determination of the fair value of the Company’s common stock, determination of the fair value of the Private Placement Warrant liabilities, determination of the incremental borrowing rate (“IBR”) used in the calculation of the Company’s right of use assets and lease liabilities, and the valuation allowance on deferred tax assets. Actual amounts realized may Cash, cash equivalents, and restricted cash Cash equivalents include short-term, highly liquid instruments, consisting of money market accounts and short-term investments with original maturities at the date of purchase of 90 Amounts held in escrow by the Company pursuant to the Forward Share Purchase Agreement were reported as restricted cash on the consolidated balance sheet as of December 31, 2021. The reconciliation of cash, cash equivalents, and restricted cash as of the years ended December 31, 2021 2020 December 31, 2021 December 31, 2020 Cash and cash equivalents $ 33,206,712 $ 12,610,383 Restricted cash 6,338,306 — Total cash, cash equivalents, and restricted cash shown in the statement of cash flows $ 39,545,018 $ 12,610,383 Accounts receivable Accounts receivable are carried at original invoice amount, less an allowance for doubtful accounts. The Company estimates an allowance for doubtful accounts for potential credit losses that are expected to be incurred, based on management’s assessment of the collectability of specific accounts, the aging of the accounts receivable, historical information and other currently available evidence. Receivables are written off when deemed uncollectible. To date, no receivables have been written off. The Company had no allowance for doubtful accounts as of December 31, 2021 2020. Concentration of credit risk The Company maintains its cash and cash equivalent balances in the form of business checking accounts and money market accounts, the balances of which, at times, may The Company received 100% and approximately 96% of its total revenue through grants from government organizations during the years ended December 31, 2021 2020, December 31, 2021 2020, Lease liabilities and right-of-use assets The Company is party to certain contractual arrangements for equipment, lab space, and an animal facility, which meet the definition of leases under Financial Accounting Standards Board (“FASB”) Accounting Standards Codification (“ASC”) Topic 842, Leases 842” 842, Research and development expenses Expenses incurred in connection with research and development activities are expensed as incurred. These include licensing fees to use certain technology in the Company’s research and development projects, fees paid to consultants and various entities that perform certain research and testing on behalf of the Company, and expenses related to salaries, benefits, and stock-based compensation granted to employees in research and development functions. During the years ended December 31, 2021 2020, 185, 176, 1 December 31, 2021. 2a 176. December 31, 2021. Equipment The Company records equipment at cost less depreciation. Depreciation is calculated using straight-line methods over the following estimated useful lives: (in years) Animal facility equipment 7 Laboratory equipment 7 Leasehold improvements Shorter of asset life or lease term Office furniture & equipment 5 Vehicles 5 Repairs and maintenance expenses are expensed as incurred. Impairment of long-lived assets The Company reviews the recoverability of long-lived assets, including the related useful lives, whenever events or changes in circumstances indicate that the carrying amount of a long-lived asset may not December 31, 2021 2020. Stock-based compensation FASB ASC Topic 718, Compensation Stock Compensation third Subsequent to the Business Combination, the board of directors elected to determine the fair value of our post-merger common stock based on the closing market price at closing on the date of grant. In determining the fair value of stock-based awards, the Company utilizes the Black-Scholes option-pricing model, which uses both historical and current market data to estimate fair value. The Black-Scholes option-pricing model incorporates various assumptions, such as the value of the underlying common stock, the risk-free interest rate, expected volatility, expected dividend yield and expected life of the options. For awards with performance-based vesting criteria, the Company estimates the probability of achievement of the performance criteria and recognizes compensation expense related to those awards expected to vest. No may ten Income taxes Deferred income taxes reflect future tax effects of temporary differences between the tax and financial reporting basis of the Company’s assets and liabilities measured using enacted tax laws and statutory tax rates applicable to the periods when the temporary differences will affect taxable income. When necessary, deferred tax assets are reduced by a valuation allowance, to reflect realizable value, and all deferred tax balances are reported as long-term on the consolidated balance sheet. Accruals are maintained for uncertain tax positions, as necessary. The Company uses a recognition threshold and measurement attribute for the financial statement recognition and measurement of a tax position taken, or expected to be taken, in a tax return. The Company has elected to treat interest and penalties related to income taxes, to the extent they arise, as a component of income taxes. Revenue recognition The Company’s revenue is primarily generated through grants from government and other (non-government) organizations. Grant revenue is recognized during the period that the research and development services occur, as qualifying expenses are incurred or conditions of the grants are met. The Company concluded that payments received under these grants represent conditional, nonreciprocal contributions, as described in ASC 958, Not not 606, Revenue from Contracts with Customers not Comprehensive income (loss) The Company had no Litigation From time to time, the Company is involved in legal proceedings, investigations and claims generally incidental to its normal business activities. In accordance with U.S. GAAP, the Company accrues for loss contingencies when it is probable that a liability has been incurred and the amount of the loss can be reasonably estimated. Legal costs in connection with loss contingencies are expensed as incurred. Earnings per share On the Closing Date, the Company completed the Business Combination with BCYP, whereby the Company received 36,465,343 shares in exchange for all of its share capital. The effect of the Business Combination was reflected retroactively to January 1, 2020 In accordance with ASC 260, Earnings per Share 260” Segment reporting In accordance with ASC 280, Segment Reporting Common stock valuations Prior to the Business Combination, the Company was required to periodically estimate the fair value of its common stock with the assistance of an independent third Subsequent to the Business Combination, the Company now determines the fair value of common stock based on the closing market price at closing on the date of grant. Compensation expense related to stock-based transactions is measured and recognized in the financial statements at fair value of the post-merger common stock based on the closing market price at closing on the date of grant. Stock-based compensation expense is measured at the grant date based on the fair value of the equity award and is recognized as expense over the requisite service period, which is generally the vesting period, on the straight-line method. The Company estimates the fair value of each stock option award on the date of grant using the Black-Scholes option-pricing model. Determining the fair value of stock option awards at the grant date requires judgment, including estimating the expected volatility, expected term, risk-free interest rate, and expected dividends. |
Note 3 - New Accounting Standar
Note 3 - New Accounting Standards | 12 Months Ended |
Dec. 31, 2021 | |
Notes to Financial Statements | |
Accounting Standards Update and Change in Accounting Principle [Text Block] | ( 3 Recently-adopted standards In December 2019, 2019 12, Income Taxes (Topic 740 740, Income Taxes 740” 740 December 15, 2020. January 1, 2021. not In August 2020, 2020 06, Debt Debt with Conversion and Other Options (Subtopic 470 20 Contracts in Entity s Own Equity (Subtopic 815 40 s Own Equity December 15, 2021, December 15, 2020. January 1, 2021. not |
Note 4 - Reverse Recapitalizati
Note 4 - Reverse Recapitalization and Business Combination | 12 Months Ended |
Dec. 31, 2021 | |
Notes to Financial Statements | |
Reverse Recapitalization and Business Combination [Text Block] | ( 4 On the Closing Date, BCYP closed the Business Combination with SAB Biotherapeutics, as a result of which SAB Biotherapeutics became a wholly-owned subsidiary of BCYP. While BCYP was the legal acquirer of SAB Biotherapeutics in the Business Combination, for accounting purposes, the Business Combination is treated as a Reverse Recapitalization. SAB Biotherapeutics is treated as the accounting acquirer with historical financial statements of SAB Biotherapeutics becoming the historic financial statements of BCYP (renamed SAB Biotherapeutics, Inc.) upon consummation of the Business Combination. Under this method of accounting, BCYP is treated as the "acquired" company and SAB Biotherapeutics is treated as the acquirer for financial reporting purposes. For accounting reporting purposes, the Business Combination was treated as the equivalent of SAB Biotherapeutics issuing stock for the net assets of BCYP, accompanied by a recapitalization. The net assets of BCYP were stated at historical cost, with no Pursuant to the Business Combination Agreement, the aggregate consideration payable to stockholders of SAB Biotherapeutics at the Closing Date consisted of 36,465,343 shares of New SAB Biotherapeutics common stock, par value $0.0001 per share ("Common Stock"). Each option of SAB Biotherapeutics that was outstanding and unexercised immediately prior to the Effective Time (whether vested or unvested) was assumed by BCYP and converted into an option to acquire an adjusted number of shares of Common Stock at an adjusted exercise price per share, in each case, pursuant to the terms of the Business Combination Agreement (the "Rollover Options"). Additionally, the Business Combination Agreement included an earnout provision whereby the shareholders of SAB Biotherapeutics shall be entitled to receive additional consideration (“Earnout Shares”) if the Company meets certain Volume Weighted Average Price (“VWAP") thresholds, or a change in control with a per share price exceeding the VWAP thresholds within a five The Earnout Shares shall be released in four (i) 25% of the Earnout Shares shall be released if, at any time during the five twenty thirty (ii) 25% of the Earnout Shares shall be released if, at any time during the five twenty thirty (iii) 25% of the Earnout Shares shall be released if, at any time during the five twenty thirty (iv) 25% of the Earnout Shares shall be released if, at any time during the five twenty thirty At the Effective Time, each outstanding share of SAB Biotherapeutics common stock, including shares of SAB Biotherapeutics common stock resulting from the conversion of outstanding shares of SAB Biotherapeutics preferred stock (as calculated pursuant to the SAB Biotherapeutics certificate of incorporation), immediately prior to the Effective Time, was converted into the right to receive a pro rata portion of the total consideration and the contingent right to receive a pro rata portion of the Earnout Shares. Pursuant to the terms of the Business Combination Agreement, SAB Biotherapeutics’ securityholders (including vested option holders) who own SAB Biotherapeutics securities immediately prior to the Closing Date will have the contingent right to receive their pro rata portion of (i) an aggregate of 12,000,000 shares of Common Stock (“Earnout Shares”), of which 1,508,063 are contingently issuable based upon future satisfaction of the aforementioned VWAP thresholds. The remaining 10,491,937 are legally issued and outstanding, if the Company does not five The Earnout Shares are indexed to our equity and meet the criteria for equity classification. On the Closing Date, the fair value of the 12,000,000 Earnout Shares was $101.3 million. We reflected the Earnout Shares in the consolidated balance sheet at December 31, 2021 Preceding the Business Combination, on October 12, 2021, not 90th first 95th Pursuant to the treatment of the Business Combination as a reverse recapitalization, SAB Biotherapeutics assumed the liability position as it existed as of the Effective Time. The net assets of the acquired entity were adjusted to include a forward share purchase liability of $13,098,599. In connection with the Business Combination, an amount matching the assumed forward share purchase liability was transferred into escrow, pending final settlement of the Forward Share Purchase Agreement in January 2022. not December 31, 2021, December 31, 2021, The following table reconciles the elements of the Business Combination to the consolidated statement of cash flows for the year ended December 31, 2021: Recapitalization Cash - BCYP trust and cash, net of redemptions $ 22,535,723 Plus: restricted cash - Forward Share Purchase Agreement 13,098,599 Less: cash transaction costs allocated to the Company's equity (1,294,097 ) Total $ 34,340,225 The following table reconciles the elements of the Business Combination to the consolidated statement of changes in redeemable preferred stock and stockholders' equity (deficit) for the year ended December 31, 2021: Recapitalization Cash - BCYP trust and cash, net of redemptions $ 22,535,723 Plus: restricted cash - Forward Share Purchase Agreement 13,098,599 Less: non-cash net working capital assumed from BCYP (5,067,682 ) Less: forward share purchase liability assumed from BCYP (13,098,599 ) Less: fair value of redeemable warrants (6,569,062 ) Less: transaction costs allocated to the Company's equity (3,294,096 ) Total $ 7,604,883 The following table details the number of shares of common stock issued immediately following the consummation of the Business Combination: Shares Common stock, reedeemable and outstanding prior to Business Combination 11,500,000 Less: redemption of BCYP shares (8,030,289 ) Common stock of BCYP 3,469,711 BCYP Founder and private shares 3,292,200 Shares issued for services 247,525 Total BCYP shares 7,009,436 SAB Biotherapeutics, Inc and subsidiaries shareholders 36,465,343 Total shares of common stock immediately after Business Combination 43,474,779 The following table details the allocated assets acquired and liabilities assumed as follows: Assets Acquired BCYP trust and cash, net of redemptions $ 22,535,723 Restricted cash - Forward Share Purchase Agreement 13,098,599 Other assets 102,742 Assets acquired $ 35,737,064 Liabilities Assumed Forward share purchase liability $ 13,098,599 Fair value of redeemable warrants 6,569,062 Other liabilities and accrued expenses 5,170,424 Liabilities assumed 24,838,085 Net Assets Acquired $ 10,898,979 |
Note 5 - Revenue
Note 5 - Revenue | 12 Months Ended |
Dec. 31, 2021 | |
Notes to Financial Statements | |
Revenue from Contract with Customer [Text Block] | ( 5 During the years ended December 31, 2021 2020, Government grants The total revenue for government grants was approximately $60.9 million and $52.8 million respectively, for the years ended December 31, 2021 2020. National Institute of Health – National Institute of Allergy and Infectious Disease (“NIH-NIAID”) (Federal Award #1R44AI117976 01A1 September 2019 August 2021. December 31, 2021 2020, December 31, 2021. NIH-NIAID (Federal Award #1R41AI131823 02 April 2019 March 2021. March 2022. December 31, 2021 2020, December 31, 2021. NIH-NIAID through Geneva Foundation (Federal Award #1R01AI132313 01, 10511 01 August 2017 July 2021. December 31, 2021 2020, December 31, 2021. Department of Defense, Joint Program Executive Office for Chemical, Biological, Radiological and Nuclear Defense Enabling Biotechnologies (“JPEO”) through Advanced Technology International – this grant was for a potential of $25 million, awarded in stages starting in August 2019 February 2023. 2020 2021 December 31, 2021 2020, December 31, 2021. The grants for the JPEO contract are cost reimbursement agreements, with reimbursement of our direct research and development expense (labor and consumables) with an overhead charge (based on actual, reviewed quarterly) and a fixed fee ( 9%). However, a portion of the funding ( $12 million in 2020 200L two no Other grants (non-government) The total revenue for other grants (non-government) was approximately $0 and $2.4 million for the years ended December 31, 2021 2020, CSL Behring – there were three 2020. 19 two |
Note 6 - Earnings Per Share
Note 6 - Earnings Per Share | 12 Months Ended |
Dec. 31, 2021 | |
Notes to Financial Statements | |
Earnings Per Share [Text Block] | ( 6 On the Closing Date, the Company completed the Business Combination with BCYP, whereby the Company received 36,465,343 shares in exchange for all of its share capital. The effect of the Business Combination was recast to reflect the Exchange Ratio to January 1, 2020, Since the Company reported a net loss for the year ended December 31, 2021, 260 December 31, 2021, Year Ended December 31, 2021 Calculation of basic and diluted EPS attributable to the Company’s shareholders Net loss attributable to the Company’s shareholders $ (17,144,531 ) Weighted-average common shares outstanding – basic and diluted 27,339,180 Net loss per common share, basic and diluted $ (0.63 ) The shares in the table below were excluded from the calculation of diluted net loss per share due to their anti-dilutive effect: Year Ended December 31, 2021 Stock options 3,724,957 Common stock warrants 5,958,600 Earnout shares (1) 10,491,937 Contingently issuable earnout shares from unexercised Rollover Options 1,508,063 Total 21,683,557 ( 1 As the Earnout shares are subject to certain vesting requirements not December 31, 2021, The following is a reconciliation of the numerator and denominator used to calculate basic earnings per share and diluted earnings per share for the year ended December 31, 2020: Year Ended December 31, 2020 Calculation of basic EPS attributable to the Company’s shareholders Net income attributable to the Company’s shareholders $ 20,117,773 Weighted-average common shares outstanding – basic 25,391,084 Net earnings per share, basic $ 0.79 Calculation of diluted EPS attributable to the Company’s shareholders Net income attributable to the Company’s shareholders $ 20,117,773 Weighted-average common shares outstanding – diluted 27,011,482 Net earnings per share, diluted $ 0.74 The following table reconciles the weighted-average common shares outstanding used in the calculation of basic earnings per share (“EPS”) to the weighted-average common shares outstanding used in the calculation of diluted EPS for the year ended December 31, 2020: Year Ended December 31, 2020 Weighted-average common shares outstanding – basic 25,391,084 Stock options 1,620,398 Total 27,011,482 |
Note 7 - Equipment
Note 7 - Equipment | 12 Months Ended |
Dec. 31, 2021 | |
Notes to Financial Statements | |
Property, Plant and Equipment Disclosure [Text Block] | ( 7 As of December 31, 2021 2020, 2021 2020 Laboratory equipment $ 7,431,988 $ 5,205,346 Animal facility 8,357,667 3,371,125 Animal facility equipment 1,253,879 1,003,629 Construction-in-progress 4,608,778 6,729,673 Leasehold improvements 5,700,364 185,971 Vehicles 135,593 96,693 Office furniture and equipment 46,202 20,219 Less: accumulated depreciation and amortization 3,220,016 1,767,186 Property, plant and equipment net $ 24,314,455 $ 14,845,470 Depreciation and amortization expense for the years ended December 31, 2021 2020 All tangible personal property with a useful life of at least three not The Company has several ongoing construction projects related to the expansion of its operating capacity. As of December 31, 2021 2020, 2021 2020 200L commercial facility $ — $ 4,148,113 200L commercial facility equipment — 486,381 New animal barn (#6) — 1,551,167 New office space (at Headquarters) 11,183 477,907 Laboratory space at Headquarters 2,506,482 — Lab equipment at Headquarters 246,801 — IT equipment for new office space 212,209 — Software 137,811 — Bioreactors 1,280,728 — Other 213,564 66,105 Total construction-in-progress $ 4,608,778 $ 6,729,673 The Bioreactors, the laboratory space and equipment at Headquarters were placed into service at the end of March 2022. |
Note 8 - Leases
Note 8 - Leases | 12 Months Ended |
Dec. 31, 2021 | |
Notes to Financial Statements | |
Lessee, Operating And Finance Leases [Text Block] | ( 8 The Company has an operating lease for lab space from Sanford Health (a related party), under a lease that started in June 2014 June 2019, August 2024. one not not The Company entered into a lease for office, laboratory, and warehouse space in November 2020. not not three The Company entered into a lease for barn space for the housing of goats in April 2020. one not not first second The Company has the following finance leases: ● In December 2018, ● In December 2018, five ● In July 2018, five ● In March 2019, two The lease agreements do not The amortizable lives of the operating lease assets are limited by their expected lease terms. The amortizable lives of the finance lease assets are limited by their expected lives, as the Company intends to exercise the purchase options at the end of the leases. The following is the estimated useful lives of the finance lease assets: Animal Facility 40 years Equipment 3 - 7 years Land Indefinite The Company’s weighted-average remaining lease term and weighted-average discount rate for operating and finance leases as of December 31, 2021 Operating Finance Weighted-average remaining lease term 2.44 years 16.80 years Weighted-average discount rate 4.58% 7.71% The table below reconciles the undiscounted future minimum lease payments under non-cancelable leases with terms of more than one December 31, 2021: Operating Finance 2022 $ 1,240,333 $ 444,928 2023 1,169,559 406,339 2024 535,943 401,496 2025 — 401,496 2026 — 401,496 Thereafter — 4,784,494 Undiscounted future minimum lease payments 2,945,835 6,840,249 Less: Amount representing interest payments (150,237 ) (2,916,769 ) Total lease liabilities 2,795,598 3,923,480 Less current portion (1,142,413 ) (161,050 ) Noncurrent lease liabilities $ 1,653,185 $ 3,762,430 Operating lease expense was approximately $1,083,000 and $710,000, respectively, for the years ended December 31, 2021 2020. Finance lease costs for the years ended December 31, 2021 2020 Cash payments under operating and finance leases were approximately $1,147,000 and $491,000 , respectively, for the year ended December 31, 2021. December 31, 2020. |
Note 9 - Accrued Expenses and O
Note 9 - Accrued Expenses and Other Current Liabilities | 12 Months Ended |
Dec. 31, 2021 | |
Notes to Financial Statements | |
Accounts Payable, Accrued Liabilities, and Other Liabilities Disclosure, Current [Text Block] | ( 9 As of December 31, 2021 2020, 2021 2020 Accrued vacation $ 552,629 $ 438,936 Accrued payroll 674,858 314,451 Accrued construction-in-progress 548,988 637,776 Accrued supplies 709,027 301,989 Accrued consulting 179,082 120,744 Accrued clinical trial expense 423,634 — Accrued outside laboratory services 128,752 — Accrued bonus & severance 1,804,288 — Accrued contract manufacturing 1,000,824 — Accrued legal 833,646 — Accrued financing fees payable 5,100,000 — Accrued franchise tax payable 216,251 — Other accrued expenses 283,909 90,982 12,455,888 1,904,878 |
Note 10 - Notes Payable
Note 10 - Notes Payable | 12 Months Ended |
Dec. 31, 2021 | |
Notes to Financial Statements | |
Debt Disclosure [Text Block] | ( 10 As of December 31, 2021 2020, 2021 (Restated) 2020 Tractor loan $ 25,013 $ 49,156 PPP loan — 661,612 Insurance financing note payable 1,771,711 — Total notes payable 1,796,724 710,768 Less: notes payable - current portion 1,796,724 538,731 Notes payable, noncurrent $ — $ 172,037 On November 15, 2017, four September 2020. In December 2017, five December 2018. December 31, 2021 2020 2022. On March 27, 2020, April 2020, not April 2022 may February 2021, March 2021, December 31, 2021. Note payable, related party On February 24, 2016, The Company borrowed $2.5 million from the line of credit in 2016, 2017. one August 2018 August 31, 2019. first August 31, 2018 ( August 2019, August 31, 2020 July 2020, Insurance Funding The Company obtained financing for certain Director & Officer liability insurance policy premiums. The agreement assigns First Insurance Funding (Lender) a first The total premiums, taxes and fees financed is approximately $2,841,000 with an annual interest rate of 2.85%. In consideration of the premium payment by Lender to the insurance companies or the Agent or Broker, the Company unconditionally promise to pay Lender the amount Financed plus interest and other charges permitted under the Agreement. At December 31, 2021 September 22, 2022. |
Note 11 - Preferred Stock
Note 11 - Preferred Stock | 12 Months Ended |
Dec. 31, 2021 | |
Notes to Financial Statements | |
Preferred Stock [Text Block] | ( 11 On the Closing Date, pursuant to the Business Combination (as described in Note 4 In addition, upon the closing of the Business Combination, pursuant to the terms of the Second Amended and Restated Certificate of Incorporation, the Company authorized 10,000,000 shares of preferred stock with a par value $0.0001. Prior to the Business Combination, in August 2019, 1 2 2A 1 2 2A $3.00 The preferred stock was entitled to receive noncumulative dividends in preference to any dividend on the common stock when, as, and if declared by the Company’s board of directors. The holders of the preferred stock also were entitled to participate pro rata in any dividends paid on the common stock on an as-if-converted basis. Each holder of preferred stock was entitled to the number of votes equal to the number of shares of common stock that it could be converted into. As long as there were 8,000,000 shares of preferred stock outstanding, the vote or written consent of the holder of the majority of the outstanding preferred stock (all series voting as a single class) was required to approve any amendment of the certificate of incorporation that changes voting, preferences or privileges or restrictions of the preferred stock. In the event of liquidation or winding up of the Company, the preferred stockholders also were entitled to receive in preference to the holders of the common stock the greater of: a) a per share amount equal to their respective original purchase price plus any declared but unpaid dividends (the “Liquidation Preference”); or b) the amount to be paid on the common stock on an as-if-converted basis. The remaining assets would be distributed to the common stockholders. The holders of preferred stock had the right to convert the preferred stock into common stock, at any time, utilizing the then- effective conversion rate. The effective conversion rate as of December 31, 2020 1:1. 1933, With any change of control of the Company or financing, the preferred stockholders were to approve through majority vote any such change in control or financing event approved by the board of directors or the majority of the common stockholders. The preferred stock contained certain anti-dilution provisions, as defined. In addition to the rights described above, series A- 2A August 2022 August 2023. 2A January 1, 2020. December 31, 2020, 2A |
Note 12 - Stock Option Plans
Note 12 - Stock Option Plans | 12 Months Ended |
Dec. 31, 2021 | |
Notes to Financial Statements | |
Share-Based Payment Arrangement [Text Block] | ( 12 On August 5, 2014, “2014 8,000,000; 2019, 2014 As a result of the Business Combination, the Company adopted the 2021 2014 Vesting of the stock options is based upon years of service (employment). As of December 31, 2021 2020, December 31, 2021, December 31, 2020, December 31, 2021, The Company uses the Black Scholes model to estimate the fair value of the stock options granted. For stock options granted during the years ended December 31, 2021 2020, zero December 31, 2021. December 31, 2020. The expected term of the stock options was estimated using the “simplified” method, as defined by the SEC’s Staff Accounting Bulletin No. 107, Share-Based Payment not not no Stock option activity for employees and non-employees under the Equity Compensation Plans for the years ended December 31, 2021 2020 Options Weighted Average Fair Value Weighted Average Exercise Price Balance, December 31, 2019 3,139,855 $ 0.82 $ 0.88 Granted 962,088 $ 3.44 $ 2.69 Balance, December 31, 2020 4,101,943 $ 1.43 $ 1.30 Granted 1,346,947 $ 5.36 $ 5.81 Forfeited 328,718 $ 2.17 $ 2.06 Exercised 12,500 $ 0.39 $ 0.54 Balance, December 31, 2021 5,107,672 $ 2.30 $ 2.44 Unvested at December 31, 2021 1,382,715 $ 5.41 $ 5.92 Vested and exercisable at December 31, 2021 3,724,957 $ 1.14 $ 1.16 Total unrecognized compensation cost related to non-vested stock options as of December 31, 2021 December 31, 2021, December 31, 2021, December 31, 2021 2020, Stock-based compensation expense for the years ended December 31, 2021 2020 2021 2020 Research and development $ 964,926 $ 635,824 General and administrative 1,349,756 659,599 Total $ 2,314,682 $ 1,295,423 |
Note 13 - Fair Value Measuremen
Note 13 - Fair Value Measurements | 12 Months Ended |
Dec. 31, 2021 | |
Notes to Financial Statements | |
Fair Value Disclosures [Text Block] | ( 13 Fair value is defined as the price that would be received to sell 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. The following fair value hierarchy classifies the inputs to valuation techniques that would be used to measure fair value into one three Level 1: Unadjusted quoted prices in active markets for identical assets or liabilities. Level 2: Inputs other than quoted prices that are observable for the asset or liability, either directly or indirectly. These include quoted prices for similar assets or liabilities in active markets and quoted prices for identical or similar assets or liabilities in markets that are not Level 3: Unobservable inputs that reflect the reporting entity’s own assumptions. The following table presents information about the Company's assets and liabilities that are measured at fair value on a recurring basis at December 31, 2021, Total Quoted Prices In Active Markets (Level 1) Significant Other Observable Inputs (Level 2) Significant Other Unobservable Inputs (Level 3) Liabilities: Public Warrant liability $ 10,292,500 $ 10,292,500 $ — $ — Private Placement Warrant liability $ 427,630 — — 427,630 Total $ 10,720,130 $ 10,292,500 $ — $ 427,630 Public Warrants Each whole Public Warrant entitles the holder to purchase one 30 five 5:00 Once the warrants become exercisable, the Company may ● in whole and not ● at a price of $0.01 per warrant; ● upon not 30 “30 ● if, and only if, the reported last sale price of the common stock equals or exceeds $18.00 per share (as adjusted for stock splits, stock dividends, reorganizations, recapitalizations and the like) for any 20 ● 30 three If the Company calls the warrants for redemption as described above, the management will have the option to require any holder that wishes to exercise its warrant to do so on a “cashless basis.” If the management takes advantage of this option, all holders of warrants would pay the exercise price by surrendering their warrants for that number of shares of common stock equal to the quotient obtained by dividing ( x 10 third As of December 31, 2021, Private Placement Warrants The Private Placement Warrants and the common stock issuable upon the exercise of the Private Placement Warrants were not As of December 31, 2021, Presentation and Valuation of the Warrants The Warrants (both the Public Warrants and Private Placement Warrants) are accounted for as liabilities in accordance with ASC 815 40, Derivatives and Hedging Contracts in Entity s Own Equity December 31, 2021. December 31, 2021. On the Closing Date, the Company established the fair value of the Private Placement Warrants utilizing both the Black-Scholes Merton formula and a Monte Carlo Simulation (“MCS”) analysis. Specifically, the Company considered an MCS to derive the implied volatility in the publicly-listed price of the Public Warrants. The Company then considered this implied volatility in selecting the volatility for the application of a Black-Scholes Merton model for the Private Placement Warrants. The Company determined the fair value of the Public Warrants by reference to the quoted market price. The Public Warrants were classified as a Level 1 3 The following table provides a summary of the changes in our Level 3 2021 Balance, December 31, 2020 $ — Initial measurement on the Closing Date 244,062 Change in fair value of Private Placement Warrant liability 183,568 Balance, December 31, 2021 $ 427,630 The initial measurement on the Closing Date for the Public Warrant liability was approximately $6.3 million and the change in fair value of the Public Warrant liability was approximately $4.0 million for the year ended December 31, 2021. December 31, 2021 (Initial Measurement) October 22, 2021 December 31, 2021 Risk-free interest rate 1.22 % 1.24 % Expected term remaining (years) 5.00 4.81 Implied volatility 25.5 % 43.0 % Closing common stock price on the measurement date $ 8.44 $ 7.81 As of December 31, 2021 2020, not The Company believes that the carrying amounts of its cash and cash equivalents, accounts receivable, and notes payable approximate their fair values due to their near-term maturities. |
Note 14 - Income Taxes
Note 14 - Income Taxes | 12 Months Ended |
Dec. 31, 2021 | |
Notes to Financial Statements | |
Income Tax Disclosure [Text Block] | ( 14 Net deferred tax assets as of December 31, 2021 2020 2021 2020 Deferred tax assets: Net operating loss carryforwards $ 5,078,429 $ 2,659,082 Stock-based compensation 1,156,235 600,592 Vacation accrual 99,300 84,553 Lease liabilities 623,286 727,587 Other accrued expenses 1,119,721 — Start-up costs 297,136 — Total deferred tax assets $ 8,374,107 $ 4,071,814 Less valuation allowance (5,300,689 ) (2,320,958 ) Total deferred tax assets after valuation allowance 3,073,418 1,750,856 Deferred tax liabilities: Operating lease right-of-use asset 551,547 641,135 Depreciation and amortization 2,521,871 1,109,721 Total deferred tax liabilities 3,073,418 1,750,856 Net deferred tax asset (liability) $ — $ — The reconciliation between the Company’s effective tax rate and the statutory tax rate of 21% includes the following significant items: changes in the valuation allowance and permanent items including meals and entertainment. The rate reconciliation was as follows: 2021 2020 Rate reconciliation: Net (loss) income before tax $ (17,144,531 ) $ 20,117,773 Federal income tax at statutory rate (3,600,352 ) 21.00 % 4,224,732 21.00 % State income tax (9,849 ) 0.06 % — — % Permanent items 1,029,874 (6.01 )% 918 (0.01 )% Valuation allowance 2,679,238 (15.63 )% (4,225,651 ) (20.99 )% Other (98,911 ) 0.58 % 1 — % $ — — % $ — — % In assessing the realizability of deferred tax assets, management considers whether it is more likely than not not not not December 31, 2021 2020. As of December 31, 2021, December 31, 2017 may 80% The Company has historically experienced ownership change(s) pursuant to Section 382 1986, may may 382 three 50 U.S. GAAP provides that the tax effects from uncertain tax positions can be recognized in the consolidated financial statements only if the position is more likely than not December 31, 2021 2020, no December 31, 2021 2020, December 31, 2021 2020. The Company files tax returns as prescribed by the laws of the jurisdictions in which it operates. In the normal course of business, the Company is subject to examination by federal and state jurisdictions, where applicable. The Company’s tax years are still open under the statute from 2018 may 2015 2021 not As discussed in Note 10, Notes Payable March 27, 2020, 19 not December 31, 2021. |
Note 15 - Related Party Transac
Note 15 - Related Party Transactions | 12 Months Ended |
Dec. 31, 2021 | |
Notes to Financial Statements | |
Related Party Transactions Disclosure [Text Block] | ( 15 For the years ended December 31, 2021 2020, December 31, 2021 2020, For the year ended December 31, 2020, July 2020, no For the years ended December 31, 2021 2020, For the years ended December 31, 2021 2020, not December 31, 2021, December 31, 2020. As discussed in Note 10, Notes Payable February 24, 2016, July 2020, 10, Notes Payable |
Note 16 - Employee Benefit Plan
Note 16 - Employee Benefit Plan | 12 Months Ended |
Dec. 31, 2021 | |
Notes to Financial Statements | |
Defined Benefit Plan [Text Block] | ( 16 The Company sponsors a defined contribution retirement plan. All the Company’s employees are eligible to be enrolled in the employer-sponsored contributory retirement savings plan, which include features under Section 401 1986, December 31, 2021 2020 |
Note 17 - Commitments and Conti
Note 17 - Commitments and Contingencies | 12 Months Ended |
Dec. 31, 2021 | |
Notes to Financial Statements | |
Commitments and Contingencies Disclosure [Text Block] | ( 17 The Company is not no |
Note 18 - Joint Development Agr
Note 18 - Joint Development Agreement | 12 Months Ended |
Dec. 31, 2021 | |
Notes to Financial Statements | |
Joint Development Agreement [Text Block] | ( 18 In June 2019, December 31, 2021 2020, December 31, 2021 2020. not 2 5, Revenue 2022. |
Note 19 -Subsequent Events
Note 19 -Subsequent Events | 12 Months Ended |
Dec. 31, 2021 | |
Notes to Financial Statements | |
Subsequent Events [Text Block] | ( 19 In January 2022, December 31, 2021, On March 28, 2022, October 2021, 842 8, Leases |
Significant Accounting Policies
Significant Accounting Policies (Policies) | 12 Months Ended |
Dec. 31, 2021 | |
Accounting Policies [Abstract] | |
Restatement of Previously Issued Financial Statement [Policy Text Block] | Restatement of Previously issued Financial Statements In March 2023, 10 December 31, 2021 should no ● The Company concluded that it did not third ● The Company concluded that the Insurance Financing Agreement and corresponding payment to the third 10 December 31, 2021 Impact of the Restatement The Company has restated herein its audited financial statements for the year ended December 31, 2021. December 31, 2021 As Previously Reported Adjustment As Restated Assets Current assets Cash and cash equivalents $ 33,206,712 $ — $ 33,206,712 Restricted cash 6,338,306 — 6,338,306 Accounts receivable, net 8,010,708 — 8,010,708 Prepaid expenses 864,513 1,771,711 2,636,224 Total current assets 48,420,239 1,771,711 50,191,950 Operating lease right-of-use assets 2,615,204 — 2,615,204 Financing lease right-of-use assets 4,019,322 — 4,019,322 Equipment, net 24,314,455 — 24,314,455 Total assets $ 79,369,220 $ 1,771,711 $ 81,140,931 Liabilities and Stockholders Equity Current liabilities Accounts payable $ 4,458,525 $ — $ 4,458,525 Forward share purchase liability 6,338,306 — 6,338,306 Notes payable – current portion 25,013 1,771,711 1,796,724 Operating lease liabilities, current portion 1,142,413 — 1,142,413 Finance lease liabilities, current portion 161,050 — 161,050 Due to related party 2,367 — 2,367 Deferred grant income 100,000 — 100,000 Accrued expenses and other current liabilities 12,455,888 — 12,455,888 Total current liabilities 24,683,562 1,771,711 26,455,273 Operating lease liabilities, noncurrent 1,653,185 — 1,653,185 Finance lease liabilities, noncurrent 3,762,430 — 3,762,430 Warrant liabilities 10,720,130 — 10,720,130 Notes payable, noncurrent — — — Total liabilities 40,819,307 1,771,711 42,591,018 Commitments and contingencies (Note 17) Stockholders’ equity Preferred stock; $ 0.0001 10,000,000 0 — — — Common stock; $ 0.0001 490,000,000 43,487,279 25,973,406 4,349 — 4,349 Additional paid-in capital 67,674,515 — 67,674,515 Accumulated deficit (29,128,951 ) — (29,128,951 ) Total stockholders’ equity 38,549,913 — 38,549,913 Total liabilities and stockholders equity $ 79,369,220 $ 1,771,711 $ 81,140,931 Year Ended December 31, 2021 As Previously Reported Adjustment As Restated Cash flows from operating activities: Net (loss) income $ (17,144,531 ) $ — $ (17,144,531 ) Adjustments to reconcile net (loss) income to net cash provided by operating activities: Gain on debt extinguishment of Paycheck Protection Program SBA Loan (665,596 ) — (665,596 ) Depreciation and amortization 1,488,614 — 1,488,614 Amortization of right-of-use assets 164,983 — 164,983 Stock-based compensation expense 2,314,682 — 2,314,682 Gain on sale of equipment (5,488 ) — (5,488 ) Changes in fair value of warrant liabilities 4,151,068 — 4,151,068 Changes in operating assets and liabilities Accounts receivable 12,558,790 — 12,558,790 Prepaid expenses 513,363 (1,771,711 ) (1,258,348 ) Right-of-use assets – operating lease (63,626 ) — (63,626 ) Accounts payable (2,935,521 ) — (2,935,521 ) Deferred income — — — Due to related party (2,727 ) — (2,727 ) Accrued expense and other current liabilities 3,384,573 — 3,384,573 Net cash provided by operating activities 3,758,584 (1,771,711 ) 1,986,873 Cash flows from investing activities: Proceeds from the sale of equipment — — — Purchases of equipment (10,943,657 ) — (10,943,657 ) Net cash used in investing activities (10,943,657 ) — (10,943,657 ) Cash flows from financing activities: Proceeds from Business Combination, net of transaction costs 34,340,225 — 34,340,225 Proceeds from issuance of notes payable — 2,840,619 2,840,619 Payments of notes payable (24,143 ) (1,068,908 ) (1,093,051 ) Principal payments on finance leases (203,124 ) — (203,124 ) Proceeds from exercise of stock options 6,750 — 6,750 Net cash provided by financing activities 34,119,708 1,771,711 35,891,419 Net increase in cash, cash equivalents, and restricted cash 26,934,635 — 26,934,635 Cash, cash equivalents, and restricted cash Beginning of year 12,610,383 — 12,610,383 End of year $ 39,545,018 $ — $ 39,545,018 A summary of the significant accounting policies applied in preparation of the accompanying consolidated financial statements is set forth below. |
Basis of Accounting, Policy [Policy Text Block] | Basis of presentation The financial statements have been prepared in conformity with U.S. Generally Accepted Accounting Principles ("GAAP") and include all adjustments necessary for the fair presentation of the Company’s financial position for the years presented. The Business Combination was accounted for as a reverse recapitalization in accordance with U.S. GAAP (the “Reverse Recapitalization”). Under this method of accounting, BCYP is treated as the “acquired” company and SAB Biotherapeutics is treated as the acquirer for financial reporting purposes. Accordingly, for accounting purposes, the Reverse Recapitalization was treated as the equivalent of SAB Biotherapeutics issuing stock for the net assets of BCYP, accompanied by a recapitalization. The net assets of BCYP are stated at historical cost, with no ● SAB Biotherapeutics’ shareholders have the largest portion of voting rights in the Company ● the Board and Management are primarily composed of individuals associated with SAB Biotherapeutics; ● the operations of SAB comprise the ongoing operations of the Company. The consolidated assets, liabilities and results of operations prior to the Reverse Recapitalization are those of SAB Biotherapeutics. At the Closing Date, and subject to the terms and conditions of the Merger Agreement, each share of SAB Biotherapeutics common stock, par value $0.0001 per share, and each share of the SAB Biotherapeutics convertible preferred stock that was convertible into a share of SAB Biotherapeutics common stock at a one one |
Emerging Growth Company Status [Policy Text Block] | Emerging growth company status The Company is an “emerging growth company,” as defined in Section 2 2012, may not not not 404 not Further, Section 102 1 not not not may |
Consolidation, Policy [Policy Text Block] | Principles of consolidation The accompanying consolidated financial statements include the results of the Company and its wholly owned subsidiaries, SAB Capra, LLC and Aurochs, LLC. Intercompany balances and transactions have been eliminated in consolidation. |
Significant Risks Andy Uncertainties [Policy Text Block] | Significant risks and uncertainties The Company’s operations are subject to a number of factors that can affect its operating results and financial condition. Such factors include, but are not The Company currently has no no Funding from government grants is not may |
Use of Estimates, Policy [Policy Text Block] | Use of estimates The preparation of financial statements in conformity with U.S. GAAP requires management to make estimates and assumptions that affect the reported amounts of assets, liabilities, revenue and expenses and the disclosure of contingent assets and liabilities in the financial statements. The Company has used significant estimates in its determination of stock-based compensation assumptions, determination of the fair value of the Company’s common stock, determination of the fair value of the Private Placement Warrant liabilities, determination of the incremental borrowing rate (“IBR”) used in the calculation of the Company’s right of use assets and lease liabilities, and the valuation allowance on deferred tax assets. Actual amounts realized may |
Cash and Cash Equivalents, Restricted Cash and Cash Equivalents, Policy [Policy Text Block] | Cash, cash equivalents, and restricted cash Cash equivalents include short-term, highly liquid instruments, consisting of money market accounts and short-term investments with original maturities at the date of purchase of 90 Amounts held in escrow by the Company pursuant to the Forward Share Purchase Agreement were reported as restricted cash on the consolidated balance sheet as of December 31, 2021. The reconciliation of cash, cash equivalents, and restricted cash as of the years ended December 31, 2021 2020 December 31, 2021 December 31, 2020 Cash and cash equivalents $ 33,206,712 $ 12,610,383 Restricted cash 6,338,306 — Total cash, cash equivalents, and restricted cash shown in the statement of cash flows $ 39,545,018 $ 12,610,383 |
Accounts Receivable [Policy Text Block] | Accounts receivable Accounts receivable are carried at original invoice amount, less an allowance for doubtful accounts. The Company estimates an allowance for doubtful accounts for potential credit losses that are expected to be incurred, based on management’s assessment of the collectability of specific accounts, the aging of the accounts receivable, historical information and other currently available evidence. Receivables are written off when deemed uncollectible. To date, no receivables have been written off. The Company had no allowance for doubtful accounts as of December 31, 2021 2020. |
Concentration Risk, Credit Risk, Policy [Policy Text Block] | Concentration of credit risk The Company maintains its cash and cash equivalent balances in the form of business checking accounts and money market accounts, the balances of which, at times, may The Company received 100% and approximately 96% of its total revenue through grants from government organizations during the years ended December 31, 2021 2020, December 31, 2021 2020, |
Lessee, Leases [Policy Text Block] | Lease liabilities and right-of-use assets The Company is party to certain contractual arrangements for equipment, lab space, and an animal facility, which meet the definition of leases under Financial Accounting Standards Board (“FASB”) Accounting Standards Codification (“ASC”) Topic 842, Leases 842” 842, |
Research and Development Expense, Policy [Policy Text Block] | Research and development expenses Expenses incurred in connection with research and development activities are expensed as incurred. These include licensing fees to use certain technology in the Company’s research and development projects, fees paid to consultants and various entities that perform certain research and testing on behalf of the Company, and expenses related to salaries, benefits, and stock-based compensation granted to employees in research and development functions. During the years ended December 31, 2021 2020, 185, 176, 1 December 31, 2021. 2a 176. December 31, 2021. |
Property, Plant and Equipment, Policy [Policy Text Block] | Equipment The Company records equipment at cost less depreciation. Depreciation is calculated using straight-line methods over the following estimated useful lives: (in years) Animal facility equipment 7 Laboratory equipment 7 Leasehold improvements Shorter of asset life or lease term Office furniture & equipment 5 Vehicles 5 Repairs and maintenance expenses are expensed as incurred. |
Impairment or Disposal of Long-Lived Assets, Including Intangible Assets, Policy [Policy Text Block] | Impairment of long-lived assets The Company reviews the recoverability of long-lived assets, including the related useful lives, whenever events or changes in circumstances indicate that the carrying amount of a long-lived asset may not December 31, 2021 2020. |
Share-Based Payment Arrangement [Policy Text Block] | Stock-based compensation FASB ASC Topic 718, Compensation Stock Compensation third Subsequent to the Business Combination, the board of directors elected to determine the fair value of our post-merger common stock based on the closing market price at closing on the date of grant. In determining the fair value of stock-based awards, the Company utilizes the Black-Scholes option-pricing model, which uses both historical and current market data to estimate fair value. The Black-Scholes option-pricing model incorporates various assumptions, such as the value of the underlying common stock, the risk-free interest rate, expected volatility, expected dividend yield and expected life of the options. For awards with performance-based vesting criteria, the Company estimates the probability of achievement of the performance criteria and recognizes compensation expense related to those awards expected to vest. No may ten |
Income Tax, Policy [Policy Text Block] | Income taxes Deferred income taxes reflect future tax effects of temporary differences between the tax and financial reporting basis of the Company’s assets and liabilities measured using enacted tax laws and statutory tax rates applicable to the periods when the temporary differences will affect taxable income. When necessary, deferred tax assets are reduced by a valuation allowance, to reflect realizable value, and all deferred tax balances are reported as long-term on the consolidated balance sheet. Accruals are maintained for uncertain tax positions, as necessary. The Company uses a recognition threshold and measurement attribute for the financial statement recognition and measurement of a tax position taken, or expected to be taken, in a tax return. The Company has elected to treat interest and penalties related to income taxes, to the extent they arise, as a component of income taxes. |
Revenue from Contract with Customer [Policy Text Block] | Revenue recognition The Company’s revenue is primarily generated through grants from government and other (non-government) organizations. Grant revenue is recognized during the period that the research and development services occur, as qualifying expenses are incurred or conditions of the grants are met. The Company concluded that payments received under these grants represent conditional, nonreciprocal contributions, as described in ASC 958, Not not 606, Revenue from Contracts with Customers not |
Comprehensive Income (Loss) Policy [Policy Text Block] | Comprehensive income (loss) The Company had no |
Litigation Policy [Policy Text Block] | Litigation From time to time, the Company is involved in legal proceedings, investigations and claims generally incidental to its normal business activities. In accordance with U.S. GAAP, the Company accrues for loss contingencies when it is probable that a liability has been incurred and the amount of the loss can be reasonably estimated. Legal costs in connection with loss contingencies are expensed as incurred. |
Earnings Per Share, Policy [Policy Text Block] | Earnings per share On the Closing Date, the Company completed the Business Combination with BCYP, whereby the Company received 36,465,343 shares in exchange for all of its share capital. The effect of the Business Combination was reflected retroactively to January 1, 2020 In accordance with ASC 260, Earnings per Share 260” |
Segment Reporting, Policy [Policy Text Block] | Segment reporting In accordance with ASC 280, Segment Reporting |
Common Stock Valuation [Policy Text Block] | Common stock valuations Prior to the Business Combination, the Company was required to periodically estimate the fair value of its common stock with the assistance of an independent third Subsequent to the Business Combination, the Company now determines the fair value of common stock based on the closing market price at closing on the date of grant. Compensation expense related to stock-based transactions is measured and recognized in the financial statements at fair value of the post-merger common stock based on the closing market price at closing on the date of grant. Stock-based compensation expense is measured at the grant date based on the fair value of the equity award and is recognized as expense over the requisite service period, which is generally the vesting period, on the straight-line method. The Company estimates the fair value of each stock option award on the date of grant using the Black-Scholes option-pricing model. Determining the fair value of stock option awards at the grant date requires judgment, including estimating the expected volatility, expected term, risk-free interest rate, and expected dividends. |
Note 2 - Summary of Significa_2
Note 2 - Summary of Significant Accounting Policies (Tables) | 12 Months Ended |
Dec. 31, 2021 | |
Notes Tables | |
Schedule of Error Corrections and Prior Period Adjustments [Table Text Block] | December 31, 2021 As Previously Reported Adjustment As Restated Assets Current assets Cash and cash equivalents $ 33,206,712 $ — $ 33,206,712 Restricted cash 6,338,306 — 6,338,306 Accounts receivable, net 8,010,708 — 8,010,708 Prepaid expenses 864,513 1,771,711 2,636,224 Total current assets 48,420,239 1,771,711 50,191,950 Operating lease right-of-use assets 2,615,204 — 2,615,204 Financing lease right-of-use assets 4,019,322 — 4,019,322 Equipment, net 24,314,455 — 24,314,455 Total assets $ 79,369,220 $ 1,771,711 $ 81,140,931 Liabilities and Stockholders Equity Current liabilities Accounts payable $ 4,458,525 $ — $ 4,458,525 Forward share purchase liability 6,338,306 — 6,338,306 Notes payable – current portion 25,013 1,771,711 1,796,724 Operating lease liabilities, current portion 1,142,413 — 1,142,413 Finance lease liabilities, current portion 161,050 — 161,050 Due to related party 2,367 — 2,367 Deferred grant income 100,000 — 100,000 Accrued expenses and other current liabilities 12,455,888 — 12,455,888 Total current liabilities 24,683,562 1,771,711 26,455,273 Operating lease liabilities, noncurrent 1,653,185 — 1,653,185 Finance lease liabilities, noncurrent 3,762,430 — 3,762,430 Warrant liabilities 10,720,130 — 10,720,130 Notes payable, noncurrent — — — Total liabilities 40,819,307 1,771,711 42,591,018 Commitments and contingencies (Note 17) Stockholders’ equity Preferred stock; $ 0.0001 10,000,000 0 — — — Common stock; $ 0.0001 490,000,000 43,487,279 25,973,406 4,349 — 4,349 Additional paid-in capital 67,674,515 — 67,674,515 Accumulated deficit (29,128,951 ) — (29,128,951 ) Total stockholders’ equity 38,549,913 — 38,549,913 Total liabilities and stockholders equity $ 79,369,220 $ 1,771,711 $ 81,140,931 Year Ended December 31, 2021 As Previously Reported Adjustment As Restated Cash flows from operating activities: Net (loss) income $ (17,144,531 ) $ — $ (17,144,531 ) Adjustments to reconcile net (loss) income to net cash provided by operating activities: Gain on debt extinguishment of Paycheck Protection Program SBA Loan (665,596 ) — (665,596 ) Depreciation and amortization 1,488,614 — 1,488,614 Amortization of right-of-use assets 164,983 — 164,983 Stock-based compensation expense 2,314,682 — 2,314,682 Gain on sale of equipment (5,488 ) — (5,488 ) Changes in fair value of warrant liabilities 4,151,068 — 4,151,068 Changes in operating assets and liabilities Accounts receivable 12,558,790 — 12,558,790 Prepaid expenses 513,363 (1,771,711 ) (1,258,348 ) Right-of-use assets – operating lease (63,626 ) — (63,626 ) Accounts payable (2,935,521 ) — (2,935,521 ) Deferred income — — — Due to related party (2,727 ) — (2,727 ) Accrued expense and other current liabilities 3,384,573 — 3,384,573 Net cash provided by operating activities 3,758,584 (1,771,711 ) 1,986,873 Cash flows from investing activities: Proceeds from the sale of equipment — — — Purchases of equipment (10,943,657 ) — (10,943,657 ) Net cash used in investing activities (10,943,657 ) — (10,943,657 ) Cash flows from financing activities: Proceeds from Business Combination, net of transaction costs 34,340,225 — 34,340,225 Proceeds from issuance of notes payable — 2,840,619 2,840,619 Payments of notes payable (24,143 ) (1,068,908 ) (1,093,051 ) Principal payments on finance leases (203,124 ) — (203,124 ) Proceeds from exercise of stock options 6,750 — 6,750 Net cash provided by financing activities 34,119,708 1,771,711 35,891,419 Net increase in cash, cash equivalents, and restricted cash 26,934,635 — 26,934,635 Cash, cash equivalents, and restricted cash Beginning of year 12,610,383 — 12,610,383 End of year $ 39,545,018 $ — $ 39,545,018 |
Schedule of Cash and Cash Equivalents [Table Text Block] | December 31, 2021 December 31, 2020 Cash and cash equivalents $ 33,206,712 $ 12,610,383 Restricted cash 6,338,306 — Total cash, cash equivalents, and restricted cash shown in the statement of cash flows $ 39,545,018 $ 12,610,383 |
Schedule of Property, Plant, and Equipment, Useful Life [Table Text Block] | (in years) Animal facility equipment 7 Laboratory equipment 7 Leasehold improvements Shorter of asset life or lease term Office furniture & equipment 5 Vehicles 5 |
Note 4 - Reverse Recapitaliza_2
Note 4 - Reverse Recapitalization and Business Combination (Tables) | 12 Months Ended |
Dec. 31, 2021 | |
Notes Tables | |
Schedule of Business Combination Reconciliations [Table Text Block] | Recapitalization Cash - BCYP trust and cash, net of redemptions $ 22,535,723 Plus: restricted cash - Forward Share Purchase Agreement 13,098,599 Less: cash transaction costs allocated to the Company's equity (1,294,097 ) Total $ 34,340,225 Recapitalization Cash - BCYP trust and cash, net of redemptions $ 22,535,723 Plus: restricted cash - Forward Share Purchase Agreement 13,098,599 Less: non-cash net working capital assumed from BCYP (5,067,682 ) Less: forward share purchase liability assumed from BCYP (13,098,599 ) Less: fair value of redeemable warrants (6,569,062 ) Less: transaction costs allocated to the Company's equity (3,294,096 ) Total $ 7,604,883 |
Schedule of Common Stock Outstanding Roll Forward [Table Text Block] | Shares Common stock, reedeemable and outstanding prior to Business Combination 11,500,000 Less: redemption of BCYP shares (8,030,289 ) Common stock of BCYP 3,469,711 BCYP Founder and private shares 3,292,200 Shares issued for services 247,525 Total BCYP shares 7,009,436 SAB Biotherapeutics, Inc and subsidiaries shareholders 36,465,343 Total shares of common stock immediately after Business Combination 43,474,779 |
Schedule of Recognized Identified Assets Acquired and Liabilities Assumed [Table Text Block] | Assets Acquired BCYP trust and cash, net of redemptions $ 22,535,723 Restricted cash - Forward Share Purchase Agreement 13,098,599 Other assets 102,742 Assets acquired $ 35,737,064 Liabilities Assumed Forward share purchase liability $ 13,098,599 Fair value of redeemable warrants 6,569,062 Other liabilities and accrued expenses 5,170,424 Liabilities assumed 24,838,085 Net Assets Acquired $ 10,898,979 |
Note 6 - Earnings Per Share (Ta
Note 6 - Earnings Per Share (Tables) | 12 Months Ended |
Dec. 31, 2021 | |
Notes Tables | |
Schedule of Earnings Per Share, Basic and Diluted [Table Text Block] | Year Ended December 31, 2021 Calculation of basic and diluted EPS attributable to the Company’s shareholders Net loss attributable to the Company’s shareholders $ (17,144,531 ) Weighted-average common shares outstanding – basic and diluted 27,339,180 Net loss per common share, basic and diluted $ (0.63 ) Year Ended December 31, 2020 Calculation of basic EPS attributable to the Company’s shareholders Net income attributable to the Company’s shareholders $ 20,117,773 Weighted-average common shares outstanding – basic 25,391,084 Net earnings per share, basic $ 0.79 Calculation of diluted EPS attributable to the Company’s shareholders Net income attributable to the Company’s shareholders $ 20,117,773 Weighted-average common shares outstanding – diluted 27,011,482 Net earnings per share, diluted $ 0.74 |
Schedule of Antidilutive Securities Excluded from Computation of Earnings Per Share [Table Text Block] | Year Ended December 31, 2021 Stock options 3,724,957 Common stock warrants 5,958,600 Earnout shares (1) 10,491,937 Contingently issuable earnout shares from unexercised Rollover Options 1,508,063 Total 21,683,557 |
Schedule of Weighted Average Number of Shares [Table Text Block] | Year Ended December 31, 2020 Weighted-average common shares outstanding – basic 25,391,084 Stock options 1,620,398 Total 27,011,482 |
Note 7 - Equipment (Tables)
Note 7 - Equipment (Tables) | 12 Months Ended |
Dec. 31, 2021 | |
Notes Tables | |
Property, Plant and Equipment [Table Text Block] | 2021 2020 Laboratory equipment $ 7,431,988 $ 5,205,346 Animal facility 8,357,667 3,371,125 Animal facility equipment 1,253,879 1,003,629 Construction-in-progress 4,608,778 6,729,673 Leasehold improvements 5,700,364 185,971 Vehicles 135,593 96,693 Office furniture and equipment 46,202 20,219 Less: accumulated depreciation and amortization 3,220,016 1,767,186 Property, plant and equipment net $ 24,314,455 $ 14,845,470 |
Construction In Progress [Table Text Block] | 2021 2020 200L commercial facility $ — $ 4,148,113 200L commercial facility equipment — 486,381 New animal barn (#6) — 1,551,167 New office space (at Headquarters) 11,183 477,907 Laboratory space at Headquarters 2,506,482 — Lab equipment at Headquarters 246,801 — IT equipment for new office space 212,209 — Software 137,811 — Bioreactors 1,280,728 — Other 213,564 66,105 Total construction-in-progress $ 4,608,778 $ 6,729,673 |
Note 8 - Leases (Tables)
Note 8 - Leases (Tables) | 12 Months Ended |
Dec. 31, 2021 | |
Notes Tables | |
Estimated Useful Lives Of Finance Lease Assets [Table Text Block] | Animal Facility 40 years Equipment 3 - 7 years Land Indefinite |
Schedule of Weighted Average Operating and Finance Leases [Table Text Block] | Operating Finance Weighted-average remaining lease term 2.44 years 16.80 years Weighted-average discount rate 4.58% 7.71% |
Contractual Obligation, Fiscal Year Maturity [Table Text Block] | Operating Finance 2022 $ 1,240,333 $ 444,928 2023 1,169,559 406,339 2024 535,943 401,496 2025 — 401,496 2026 — 401,496 Thereafter — 4,784,494 Undiscounted future minimum lease payments 2,945,835 6,840,249 Less: Amount representing interest payments (150,237 ) (2,916,769 ) Total lease liabilities 2,795,598 3,923,480 Less current portion (1,142,413 ) (161,050 ) Noncurrent lease liabilities $ 1,653,185 $ 3,762,430 |
Note 9 - Accrued Expenses and_2
Note 9 - Accrued Expenses and Other Current Liabilities (Tables) | 12 Months Ended |
Dec. 31, 2021 | |
Notes Tables | |
Schedule of Accrued Liabilities [Table Text Block] | 2021 2020 Accrued vacation $ 552,629 $ 438,936 Accrued payroll 674,858 314,451 Accrued construction-in-progress 548,988 637,776 Accrued supplies 709,027 301,989 Accrued consulting 179,082 120,744 Accrued clinical trial expense 423,634 — Accrued outside laboratory services 128,752 — Accrued bonus & severance 1,804,288 — Accrued contract manufacturing 1,000,824 — Accrued legal 833,646 — Accrued financing fees payable 5,100,000 — Accrued franchise tax payable 216,251 — Other accrued expenses 283,909 90,982 12,455,888 1,904,878 |
Note 10 - Notes Payable (Tables
Note 10 - Notes Payable (Tables) | 12 Months Ended |
Dec. 31, 2021 | |
Notes Tables | |
Schedule of Debt [Table Text Block] | 2021 (Restated) 2020 Tractor loan $ 25,013 $ 49,156 PPP loan — 661,612 Insurance financing note payable 1,771,711 — Total notes payable 1,796,724 710,768 Less: notes payable - current portion 1,796,724 538,731 Notes payable, noncurrent $ — $ 172,037 |
Note 12 - Stock Option Plans (T
Note 12 - Stock Option Plans (Tables) | 12 Months Ended |
Dec. 31, 2021 | |
Notes Tables | |
Share-Based Payment Arrangement, Option, Activity [Table Text Block] | Options Weighted Average Fair Value Weighted Average Exercise Price Balance, December 31, 2019 3,139,855 $ 0.82 $ 0.88 Granted 962,088 $ 3.44 $ 2.69 Balance, December 31, 2020 4,101,943 $ 1.43 $ 1.30 Granted 1,346,947 $ 5.36 $ 5.81 Forfeited 328,718 $ 2.17 $ 2.06 Exercised 12,500 $ 0.39 $ 0.54 Balance, December 31, 2021 5,107,672 $ 2.30 $ 2.44 Unvested at December 31, 2021 1,382,715 $ 5.41 $ 5.92 Vested and exercisable at December 31, 2021 3,724,957 $ 1.14 $ 1.16 |
Share-Based Payment Arrangement, Expensed and Capitalized, Amount [Table Text Block] | 2021 2020 Research and development $ 964,926 $ 635,824 General and administrative 1,349,756 659,599 Total $ 2,314,682 $ 1,295,423 |
Note 13 - Fair Value Measurem_2
Note 13 - Fair Value Measurements (Tables) | 12 Months Ended |
Dec. 31, 2021 | |
Notes Tables | |
Schedule of Fair Value, Assets and Liabilities Measured on Recurring Basis [Table Text Block] | Total Quoted Prices In Active Markets (Level 1) Significant Other Observable Inputs (Level 2) Significant Other Unobservable Inputs (Level 3) Liabilities: Public Warrant liability $ 10,292,500 $ 10,292,500 $ — $ — Private Placement Warrant liability $ 427,630 — — 427,630 Total $ 10,720,130 $ 10,292,500 $ — $ 427,630 |
Fair Value, Measured on Recurring Basis, Gain (Loss) Included in Earnings [Table Text Block] | 2021 Balance, December 31, 2020 $ — Initial measurement on the Closing Date 244,062 Change in fair value of Private Placement Warrant liability 183,568 Balance, December 31, 2021 $ 427,630 |
Fair Value Measurement Inputs and Valuation Techniques [Table Text Block] | (Initial Measurement) October 22, 2021 December 31, 2021 Risk-free interest rate 1.22 % 1.24 % Expected term remaining (years) 5.00 4.81 Implied volatility 25.5 % 43.0 % Closing common stock price on the measurement date $ 8.44 $ 7.81 |
Note 14 - Income Taxes (Tables)
Note 14 - Income Taxes (Tables) | 12 Months Ended |
Dec. 31, 2021 | |
Notes Tables | |
Schedule of Deferred Tax Assets and Liabilities [Table Text Block] | 2021 2020 Deferred tax assets: Net operating loss carryforwards $ 5,078,429 $ 2,659,082 Stock-based compensation 1,156,235 600,592 Vacation accrual 99,300 84,553 Lease liabilities 623,286 727,587 Other accrued expenses 1,119,721 — Start-up costs 297,136 — Total deferred tax assets $ 8,374,107 $ 4,071,814 Less valuation allowance (5,300,689 ) (2,320,958 ) Total deferred tax assets after valuation allowance 3,073,418 1,750,856 Deferred tax liabilities: Operating lease right-of-use asset 551,547 641,135 Depreciation and amortization 2,521,871 1,109,721 Total deferred tax liabilities 3,073,418 1,750,856 Net deferred tax asset (liability) $ — $ — |
Schedule of Effective Income Tax Rate Reconciliation [Table Text Block] | 2021 2020 Rate reconciliation: Net (loss) income before tax $ (17,144,531 ) $ 20,117,773 Federal income tax at statutory rate (3,600,352 ) 21.00 % 4,224,732 21.00 % State income tax (9,849 ) 0.06 % — — % Permanent items 1,029,874 (6.01 )% 918 (0.01 )% Valuation allowance 2,679,238 (15.63 )% (4,225,651 ) (20.99 )% Other (98,911 ) 0.58 % 1 — % $ — — % $ — — % |
Note 2 - Summary of Significa_3
Note 2 - Summary of Significant Accounting Policies (Details Textual) $ / shares in Units, $ in Thousands | 12 Months Ended | |||
Oct. 22, 2021 $ / shares shares | Dec. 31, 2021 USD ($) $ / shares | Dec. 31, 2020 USD ($) $ / shares | Dec. 31, 2022 | |
Common Stock, Par or Stated Value Per Share (in dollars per share) | $ / shares | $ 0.0001 | $ 0.0001 | ||
Preferred Stock, Convertible, Conversion Ratio | 1 | |||
Accounts Receivable, Allowance for Credit Loss, Writeoff | $ 0 | $ 0 | ||
Accounts Receivable, Allowance for Credit Loss | 0 | 0 | ||
Asset Impairment Charges, Total | $ 0 | $ 0 | ||
Number of Reportable Segments | 1 | |||
Contract Research Organizations [Member] | ||||
Research and Development Agreement, Good Standing Percentage | 90% | |||
HVIVI Services [Member] | ||||
Research and Development Agreement, Good Standing Percentage | 90% | |||
Revenue from Contract with Customer Benchmark [Member] | Customer Concentration Risk [Member] | Government Organization Grants [Member] | ||||
Concentration Risk, Percentage | 100% | 96% | ||
Revenue from Contract with Customer Benchmark [Member] | Customer Concentration Risk [Member] | Non Government [Member] | ||||
Concentration Risk, Percentage | 0% | 4% | ||
Big Cypress Acquisition Corp [Member] | ||||
Common Stock, Par or Stated Value Per Share (in dollars per share) | $ / shares | $ 0.0001 | |||
Convertible Preferred Stock, Shares Issued upon Conversion (in shares) | shares | 1 | |||
Preferred Stock, Convertible, Conversion Ratio | 0.4653 | |||
Sale of Stock, Number of Shares Issued in Transaction (in shares) | shares | 36,465,343 |
Note 2 - Summary of Significa_4
Note 2 - Summary of Significant Accounting Policies - Impact of Restatement (Details) - USD ($) | 12 Months Ended | ||
Dec. 31, 2021 | Dec. 31, 2020 | Dec. 31, 2019 | |
Cash and cash equivalents | $ 33,206,712 | $ 12,610,383 | |
Restricted Cash, Current | 6,338,306 | 0 | |
Accounts receivable, net | 8,010,708 | 20,569,497 | |
Prepaid expenses | 2,636,224 | 1,275,134 | |
Total current assets | 50,191,950 | 34,455,014 | |
Operating lease right-of-use assets | 2,615,204 | 3,053,022 | |
Financing lease right-of-use assets | 4,019,322 | 4,184,427 | |
Equipment, net | 24,314,455 | 14,845,470 | |
Total assets | 81,140,931 | 56,537,933 | |
Accounts payable | 4,458,525 | 7,382,361 | |
Forward share purchase liability | 6,338,306 | 0 | |
Less: notes payable - current portion | 1,796,724 | 538,731 | |
Operating lease liabilities, current portion | 1,142,413 | 924,265 | |
Finance lease liabilities, current portion | 161,050 | 194,717 | |
Due to related party | 2,367 | 16,778 | |
Deferred grant income | 100,000 | 100,000 | |
Accrued expenses and other current liabilities | 12,455,888 | 1,904,878 | |
Total current liabilities | 26,455,273 | 11,061,730 | |
Operating lease liabilities, noncurrent | 1,653,185 | 2,372,777 | |
Finance lease liabilities, noncurrent | 3,762,430 | 3,923,554 | |
Warrant liabilities | 10,720,130 | 0 | |
Notes payable, noncurrent | 0 | 172,037 | |
Total liabilities | 42,591,018 | 17,530,098 | |
Commitments and contingencies (Note 17) | |||
Preferred stock; $0.0001 par value; 10,000,000 shares authorized, 0 shares issued and outstanding at December 31, 2021 and 2020 | 0 | 0 | |
Common stock; $0.0001 par value; 490,000,000 shares authorized at December 31, 2021 and 2020; 43,487,279 and 25,973,406 shares issued and outstanding at December 31, 2021 and 2020, respectively | 4,349 | 2,598 | |
Additional paid-in capital | 67,674,515 | 50,989,657 | |
Accumulated deficit | (29,128,951) | (11,984,420) | |
Total | 38,549,913 | 39,007,835 | $ 7,694,433 |
Total liabilities and stockholders’ equity | 81,140,931 | 56,537,933 | |
Net (loss) income | (17,144,531) | 20,117,773 | |
Gain on debt extinguishment of Paycheck Protection Program SBA Loan | (665,596) | 0 | |
Depreciation, Depletion and Amortization | 1,488,614 | 383,142 | |
Amortization of right-of-use assets | 164,983 | 165,036 | |
Stock-based compensation expense | 2,314,682 | 1,295,423 | |
Gain on sale of equipment | (5,488) | (2,252) | |
Changes in fair value of warrant liabilities | 4,151,068 | 0 | |
Accounts receivable | 12,558,790 | (17,750,762) | |
Prepaid expenses | (1,258,348) | (1,151,130) | |
Right-of-use assets – operating lease | (63,626) | 215,122 | |
Accounts payable | (2,935,521) | 5,211,593 | |
Deferred income | 0 | ||
Due to related party | (2,727) | 10,528 | |
Accrued expense and other current liabilities | 3,384,573 | 1,410,322 | |
Net cash provided by operating activities | 1,986,873 | 10,004,795 | |
Proceeds from the sale of equipment | 0 | 9,000 | |
Purchases of equipment | (10,943,657) | (12,731,702) | |
Net cash used in investing activities | (10,943,657) | (12,722,702) | |
Proceeds from Business Combination, net of transaction costs | 34,340,225 | 0 | |
Proceeds from issuance of notes payable | 2,840,619 | 0 | |
Payments of notes payable | (1,093,051) | ||
Principal payments on finance leases | (203,124) | (182,347) | |
Proceeds from exercise of stock options | 6,750 | 0 | |
Net cash provided by financing activities | 35,891,419 | 8,982,321 | |
Net increase in cash, cash equivalents, and restricted cash | 26,934,635 | 6,264,414 | |
Beginning of year | 12,610,383 | 6,345,969 | |
End of year | 39,545,018 | 12,610,383 | |
Previously Reported [Member] | |||
Cash and cash equivalents | 33,206,712 | ||
Restricted Cash, Current | 6,338,306 | ||
Accounts receivable, net | 8,010,708 | ||
Prepaid expenses | 864,513 | ||
Total current assets | 48,420,239 | ||
Operating lease right-of-use assets | 2,615,204 | ||
Financing lease right-of-use assets | 4,019,322 | ||
Equipment, net | 24,314,455 | ||
Total assets | 79,369,220 | ||
Accounts payable | 4,458,525 | ||
Forward share purchase liability | 6,338,306 | ||
Less: notes payable - current portion | 25,013 | ||
Operating lease liabilities, current portion | 1,142,413 | ||
Finance lease liabilities, current portion | 161,050 | ||
Due to related party | 2,367 | ||
Deferred grant income | 100,000 | ||
Accrued expenses and other current liabilities | 12,455,888 | ||
Total current liabilities | 24,683,562 | ||
Operating lease liabilities, noncurrent | 1,653,185 | ||
Finance lease liabilities, noncurrent | 3,762,430 | ||
Warrant liabilities | 10,720,130 | ||
Notes payable, noncurrent | 0 | ||
Total liabilities | 40,819,307 | ||
Preferred stock; $0.0001 par value; 10,000,000 shares authorized, 0 shares issued and outstanding at December 31, 2021 and 2020 | 0 | ||
Common stock; $0.0001 par value; 490,000,000 shares authorized at December 31, 2021 and 2020; 43,487,279 and 25,973,406 shares issued and outstanding at December 31, 2021 and 2020, respectively | 4,349 | ||
Additional paid-in capital | 67,674,515 | ||
Accumulated deficit | (29,128,951) | ||
Total | 38,549,913 | (2,305,566) | |
Total liabilities and stockholders’ equity | 79,369,220 | ||
Net (loss) income | (17,144,531) | ||
Gain on debt extinguishment of Paycheck Protection Program SBA Loan | (665,596) | ||
Depreciation, Depletion and Amortization | 1,488,614 | ||
Amortization of right-of-use assets | 164,983 | ||
Stock-based compensation expense | 2,314,682 | ||
Gain on sale of equipment | (5,488) | ||
Changes in fair value of warrant liabilities | 4,151,068 | ||
Accounts receivable | 12,558,790 | ||
Prepaid expenses | 513,363 | ||
Right-of-use assets – operating lease | (63,626) | ||
Accounts payable | (2,935,521) | ||
Deferred income | 0 | ||
Due to related party | (2,727) | ||
Accrued expense and other current liabilities | 3,384,573 | ||
Net cash provided by operating activities | 3,758,584 | ||
Proceeds from the sale of equipment | 0 | ||
Purchases of equipment | (10,943,657) | ||
Net cash used in investing activities | (10,943,657) | ||
Proceeds from Business Combination, net of transaction costs | 34,340,225 | ||
Proceeds from issuance of notes payable | 0 | ||
Payments of notes payable | (24,143) | ||
Principal payments on finance leases | (203,124) | ||
Proceeds from exercise of stock options | 6,750 | ||
Net cash provided by financing activities | 34,119,708 | ||
Net increase in cash, cash equivalents, and restricted cash | 26,934,635 | ||
Beginning of year | 12,610,383 | ||
End of year | 39,545,018 | 12,610,383 | |
Revision of Prior Period, Adjustment [Member] | |||
Cash and cash equivalents | 0 | ||
Restricted Cash, Current | 0 | ||
Accounts receivable, net | 0 | ||
Prepaid expenses | 1,771,711 | ||
Total current assets | 1,771,711 | ||
Operating lease right-of-use assets | 0 | ||
Financing lease right-of-use assets | 0 | ||
Equipment, net | 0 | ||
Total assets | 1,771,711 | ||
Accounts payable | 0 | ||
Forward share purchase liability | 0 | ||
Less: notes payable - current portion | 1,771,711 | ||
Operating lease liabilities, current portion | 0 | ||
Finance lease liabilities, current portion | 0 | ||
Due to related party | 0 | ||
Deferred grant income | 0 | ||
Accrued expenses and other current liabilities | 0 | ||
Total current liabilities | 1,771,711 | ||
Operating lease liabilities, noncurrent | 0 | ||
Finance lease liabilities, noncurrent | 0 | ||
Warrant liabilities | 0 | ||
Notes payable, noncurrent | 0 | ||
Total liabilities | 1,771,711 | ||
Preferred stock; $0.0001 par value; 10,000,000 shares authorized, 0 shares issued and outstanding at December 31, 2021 and 2020 | 0 | ||
Common stock; $0.0001 par value; 490,000,000 shares authorized at December 31, 2021 and 2020; 43,487,279 and 25,973,406 shares issued and outstanding at December 31, 2021 and 2020, respectively | 0 | ||
Additional paid-in capital | 0 | ||
Accumulated deficit | 0 | ||
Total | 0 | $ 9,999,999 | |
Total liabilities and stockholders’ equity | 1,771,711 | ||
Net (loss) income | 0 | ||
Gain on debt extinguishment of Paycheck Protection Program SBA Loan | 0 | ||
Depreciation, Depletion and Amortization | 0 | ||
Amortization of right-of-use assets | 0 | ||
Stock-based compensation expense | 0 | ||
Gain on sale of equipment | 0 | ||
Changes in fair value of warrant liabilities | 0 | ||
Accounts receivable | 0 | ||
Prepaid expenses | (1,771,711) | ||
Right-of-use assets – operating lease | 0 | ||
Accounts payable | 0 | ||
Deferred income | 0 | ||
Due to related party | 0 | ||
Accrued expense and other current liabilities | 0 | ||
Net cash provided by operating activities | (1,771,711) | ||
Proceeds from the sale of equipment | 0 | ||
Purchases of equipment | 0 | ||
Net cash used in investing activities | 0 | ||
Proceeds from Business Combination, net of transaction costs | 0 | ||
Proceeds from issuance of notes payable | 2,840,619 | ||
Payments of notes payable | (1,068,908) | ||
Principal payments on finance leases | 0 | ||
Proceeds from exercise of stock options | 0 | ||
Net cash provided by financing activities | 1,771,711 | ||
Net increase in cash, cash equivalents, and restricted cash | 0 | ||
Beginning of year | 0 | ||
End of year | $ 0 | $ 0 |
Note 2 - Summary of Significa_5
Note 2 - Summary of Significant Accounting Policies - Impact of Restatement (Details) (Parentheticals) - $ / shares | Dec. 31, 2021 | Oct. 22, 2021 | Oct. 21, 2021 | Dec. 31, 2020 | Aug. 31, 2019 |
Preferred Stock, Par or Stated Value Per Share (in dollars per share) | $ 0.0001 | $ 0.0001 | $ 0.0001 | ||
Preferred Stock, Shares Authorized (in shares) | 10,000,000 | 10,000,000 | 10,000,000 | 50,000,000 | |
Preferred stock, issued (in shares) | 0 | 0 | |||
Preferred Stock, Shares Outstanding, Ending Balance (in shares) | 0 | 17,750,882 | 0 | ||
Common Stock, Par or Stated Value Per Share (in dollars per share) | $ 0.0001 | $ 0.0001 | |||
Common stock, authorized (in shares) | 490,000,000 | 490,000,000 | |||
Common stock, issued (in shares) | 43,487,279 | 25,973,406 | |||
Common stock, outstanding (in shares) | 43,487,279 | 25,973,406 |
Note 2 - Summary of Significa_6
Note 2 - Summary of Significant Accounting Policies - Schedule of Cash and Cash Equivalents (Details) - USD ($) | Dec. 31, 2021 | Dec. 31, 2020 |
Cash and cash equivalents | $ 33,206,712 | $ 12,610,383 |
Restricted cash | 6,338,306 | 0 |
Total cash, cash equivalents, and restricted cash shown in the statement of cash flows | $ 39,545,018 | $ 12,610,383 |
Note 2 - Summary of Significa_7
Note 2 - Summary of Significant Accounting Policies - Estimated Useful Life (Details) | 12 Months Ended |
Dec. 31, 2021 | |
Estimated useful life (Year) | 3 years |
Animal Facility Equipment [Member] | |
Estimated useful life (Year) | 7 years |
Laboratory Equipment [Member] | |
Estimated useful life (Year) | 7 years |
Office Equipment [Member] | |
Estimated useful life (Year) | 5 years |
Vehicles [Member] | |
Estimated useful life (Year) | 5 years |
Note 4 - Reverse Recapitaliza_3
Note 4 - Reverse Recapitalization and Business Combination (Details Textual) - USD ($) | Oct. 22, 2021 | Oct. 12, 2021 | Dec. 31, 2021 | Dec. 31, 2020 |
Common Stock, Par or Stated Value Per Share (in dollars per share) | $ 0.0001 | $ 0.0001 | ||
Security Purchased under Agreement to Resell, Subject to Master Netting Arrangement, Liability Offset | $ 13,098,599 | $ 6,338,306 | ||
Forward Share Purchase Agreement [Member] | ||||
Sale of Stock, Number of Shares Issued in Transaction (in shares) | 1,390,000 | |||
Sale of Stock, Price Per Share (in dollars per share) | $ 10.10 | |||
Common Stock Shares Held by Subsidiary (in shares) | 1,296,891 | |||
First Earnout [Member] | ||||
Percentage of Earn Out Shares to be Released | 25% | |||
Period to Issue Earn Out Shares (Year) | 5 years | |||
Volume Weighted Average Price Threshold (in dollars per share) | $ 15 | |||
Shareholders Equity Volume Weighted Average Price Threshold Trading Days (Day) | 20 days | |||
Shareholders Equity Volume Weighted Average Price Threshold Consecutive Trading Days (Day) | 30 days | |||
Second Earnouts [Member] | ||||
Percentage of Earn Out Shares to be Released | 25% | |||
Period to Issue Earn Out Shares (Year) | 5 years | |||
Volume Weighted Average Price Threshold (in dollars per share) | $ 20 | |||
Shareholders Equity Volume Weighted Average Price Threshold Trading Days (Day) | 20 days | |||
Shareholders Equity Volume Weighted Average Price Threshold Consecutive Trading Days (Day) | 30 days | |||
Third Earnouts [Member] | ||||
Percentage of Earn Out Shares to be Released | 25% | |||
Period to Issue Earn Out Shares (Year) | 5 years | |||
Volume Weighted Average Price Threshold (in dollars per share) | $ 25 | |||
Shareholders Equity Volume Weighted Average Price Threshold Trading Days (Day) | 20 days | |||
Shareholders Equity Volume Weighted Average Price Threshold Consecutive Trading Days (Day) | 30 days | |||
Fourth Earnouts [Member] | ||||
Percentage of Earn Out Shares to be Released | 25% | |||
Period to Issue Earn Out Shares (Year) | 5 years | |||
Volume Weighted Average Price Threshold (in dollars per share) | $ 30 | |||
Shareholders Equity Volume Weighted Average Price Threshold Trading Days (Day) | 20 days | |||
Shareholders Equity Volume Weighted Average Price Threshold Consecutive Trading Days (Day) | 30 days | |||
Big Cypress Acquisition Corp [Member] | ||||
Business Acquisition, Equity Interest Issued or Issuable, Number of Shares (in shares) | 36,465,343 | |||
Common Stock, Par or Stated Value Per Share (in dollars per share) | $ 0.0001 | |||
Volume Weighted Average Price Threshold Period For Earn Out Shares (Year) | 5 years | |||
Sale of Stock, Number of Shares Issued in Transaction (in shares) | 36,465,343 | |||
Common Stock [Member] | Big Cypress Acquisition Corp [Member] | ||||
Business Acquisition, Equity Interest Issued or Issuable, Number of Shares (in shares) | 36,465,343 | |||
Volume Weighted Average Price Threshold Period For Earn Out Shares (Year) | 5 years | |||
Contingent Right to Receive Pro Rate Portion of Earn Out Shares (in shares) | 12,000,000 | |||
Earn Out Shares, Contingently Issuable (in shares) | 1,508,063 | |||
Contingent Right, Earn Out Shares, Outstanding (in shares) | 10,491,937 | |||
Contingent Consideration Classified as Equity, Fair Value Disclosure | $ 101,300,000 |
Note 4 - Reverse Recapitaliza_4
Note 4 - Reverse Recapitalization and Business Combination - Schedule of Business Combination Reconciliations (Details) - USD ($) | 12 Months Ended | |||
Dec. 31, 2021 | Dec. 31, 2020 | Oct. 22, 2021 | Dec. 31, 2019 | |
Total | $ 34,340,225 | $ 0 | ||
Plus: restricted cash - Forward Share Purchase Agreement | 6,338,306 | 0 | ||
Less: forward share purchase liability assumed from BCYP | $ (24,838,085) | |||
Total | 38,549,913 | $ 39,007,835 | $ 7,694,433 | |
Big Cypress Acquisition Corp [Member] | ||||
Cash - BCYP trust and cash, net of redemptions | 22,535,723 | |||
Plus: restricted cash - Forward Share Purchase Agreement | 13,098,599 | |||
Less: cash transaction costs allocated to the Company's equity | (1,294,097) | |||
Total | 34,340,225 | |||
Cash - BCYP trust and cash, net of redemptions | 22,535,723 | |||
Less: non-cash net working capital assumed from BCYP | (5,067,682) | |||
Less: fair value of redeemable warrants | (6,569,062) | |||
Less: transaction costs allocated to the Company's equity | (3,294,096) | |||
Total | 7,604,883 | |||
Big Cypress Acquisition Corp [Member] | Forward Share Purchase Agreement [Member] | ||||
Plus: restricted cash - Forward Share Purchase Agreement | 13,098,599 | |||
Less: forward share purchase liability assumed from BCYP | $ (13,098,599) |
Note 4 - Reverse Recapitaliza_5
Note 4 - Reverse Recapitalization and Business Combination - Schedule of Common Stock Outstanding (Details) - Big Cypress Acquisition Corp [Member] | Oct. 22, 2021 shares |
Common stock, reedeemable and outstanding prior to Business Combination (in shares) | 11,500,000 |
Less: redemption of BCYP shares (in shares) | (8,030,289) |
Common stock of BCYP (in shares) | 3,469,711 |
BCYP Founder and private shares (in shares) | 3,292,200 |
Shares issued for services (in shares) | 247,525 |
Total BCYP shares (in shares) | 7,009,436 |
SAB Biotherapeutics, Inc and subsidiaries shareholders (in shares) | 36,465,343 |
Total shares of common stock immediately after Business Combination (in shares) | 43,474,779 |
Note 4 - Reverse Recapitaliza_6
Note 4 - Reverse Recapitalization and Business Combination - Schedule of Recognized Assets Acquired and Liabilities Assumed (Details) | Oct. 22, 2021 USD ($) |
BCYP trust and cash, net of redemptions | $ 22,535,723 |
Restricted cash - Forward Share Purchase Agreement | 13,098,599 |
Other assets | 102,742 |
Assets acquired | 35,737,064 |
Forward share purchase liability | 13,098,599 |
Fair value of redeemable warrants | 6,569,062 |
Other liabilities and accrued expenses | 5,170,424 |
Liabilities assumed | 24,838,085 |
Net Assets Acquired | $ 10,898,979 |
Note 5 - Revenue (Details Textu
Note 5 - Revenue (Details Textual) - USD ($) | 12 Months Ended | |||||
Dec. 31, 2021 | Dec. 31, 2020 | Sep. 01, 2019 | Aug. 01, 2019 | Apr. 01, 2019 | Aug. 01, 2017 | |
Governmental Grants [Member] | ||||||
Revenue from Contract with Customer, Including Assessed Tax | $ 60,900,000 | $ 52,800,000 | ||||
National Institute of Health [Member] | ||||||
Revenue from Contract with Customer, Including Assessed Tax | 518,000 | 228,000 | ||||
Deferred Revenue, Total | 203,000 | $ 1,400,000 | ||||
Federal Award [Member] | ||||||
Revenue from Contract with Customer, Including Assessed Tax | 51,000 | 99,000 | ||||
Deferred Revenue, Total | 823,000 | $ 1,500,000 | ||||
Geneva Foundation [Member] | ||||||
Revenue from Contract with Customer, Including Assessed Tax | 94,000 | 351,000 | ||||
Deferred Revenue, Total | 1,500,000 | $ 2,700,000 | ||||
Advanced Technology International [Member] | ||||||
Revenue from Contract with Customer, Including Assessed Tax | 60,200,000 | 52,100,000 | ||||
Deferred Revenue, Total | $ 89,200,000 | 204,000,000 | $ 25,000,000 | |||
Revenue, Remaining Performance Obligation, Percentage | 9% | |||||
Revenue, Remaining Performance Obligation, Amount | 12,000,000 | |||||
Non Government [Member] | ||||||
Revenue from Contract with Customer, Including Assessed Tax | $ 0 | 2,400,000 | ||||
CSL Behring [Member] | ||||||
Revenue from Contract with Customer, Including Assessed Tax | 2,400,000 | |||||
CSL Behring [Member] | COVID-19 Therapeutic [Member] | ||||||
Revenue from Contract with Customer, Including Assessed Tax | 2,000,000 | |||||
CSL Behring [Member] | Product and Service, Other [Member] | ||||||
Revenue from Contract with Customer, Including Assessed Tax | $ 400,000 |
Note 6 - Earnings Per Share (De
Note 6 - Earnings Per Share (Details Textual) | Oct. 22, 2021 shares |
Big Cypress Acquisition Corp [Member] | |
Business Acquisition, Equity Interest Issued or Issuable, Number of Shares (in shares) | 36,465,343 |
Note 6 - Earnings Per Share - S
Note 6 - Earnings Per Share - Schedule of Earnings Per Share Basic and Diluted (Details) - USD ($) | 12 Months Ended | |
Dec. 31, 2021 | Dec. 31, 2020 | |
Net (loss) income | $ (17,144,531) | $ 20,117,773 |
Weighted-average common shares outstanding – basic (in shares) | 27,339,180 | 25,391,084 |
Basic (loss) earnings per common share (in dollars per share) | $ (0.63) | $ 0.79 |
Weighted-average common shares outstanding – diluted (in shares) | 27,339,180 | 27,011,482 |
Diluted (loss) earnings per common share (in dollars per share) | $ (0.63) | $ 0.74 |
Note 6 - Earnings Per Share -_2
Note 6 - Earnings Per Share - Schedule of Antidilutive Securities Excluded From Computation of Earnings Per Share (Details) | 12 Months Ended | |
Dec. 31, 2021 shares | ||
Antidilutive securities (in shares) | 21,683,557 | |
Share-Based Payment Arrangement, Option [Member] | ||
Antidilutive securities (in shares) | 3,724,957 | |
Warrant [Member] | ||
Antidilutive securities (in shares) | 5,958,600 | |
Earnout Shares [Member] | ||
Antidilutive securities (in shares) | 10,491,937 | [1] |
Contingently Issuable Earnout Shares From Unexercised Rollover Options [Member] | ||
Antidilutive securities (in shares) | 1,508,063 | |
[1]As the Earnout shares are subject to certain vesting requirements not satisfied as of the year ended December 31, 2021, the Earnout Shares held in escrow are excluded from calculating both basic and diluted earnings per share. |
Note 6 - Earnings Per Share -_3
Note 6 - Earnings Per Share - Schedule of Weighted Average Number of Shares (Details) - shares | 12 Months Ended | |
Dec. 31, 2021 | Dec. 31, 2020 | |
Weighted-average common shares outstanding – basic (in shares) | 27,339,180 | 25,391,084 |
Total (in shares) | 27,339,180 | 27,011,482 |
Share-Based Payment Arrangement, Option [Member] | ||
Stock options (in shares) | 1,620,398 |
Note 7 - Equipment (Details Tex
Note 7 - Equipment (Details Textual) - USD ($) | 12 Months Ended | |
Dec. 31, 2021 | Dec. 31, 2020 | |
Depreciation, Depletion and Amortization | $ 1,488,614 | $ 383,142 |
Property, Plant and Equipment, Useful Life (Year) | 3 years | |
Acquisition Costs, Period Cost | $ 5,000 |
Note 7 - Equipment - Property,
Note 7 - Equipment - Property, Plant, and Equipment (Details) - USD ($) | Dec. 31, 2021 | Dec. 31, 2020 |
Less: accumulated depreciation and amortization | $ 3,220,016 | $ 1,767,186 |
Property, plant and equipment net | 24,314,455 | 14,845,470 |
Laboratory Equipment [Member] | ||
Property, plant, and equipment, gross | 7,431,988 | 5,205,346 |
Animal Facility [Member] | ||
Property, plant, and equipment, gross | 8,357,667 | 3,371,125 |
Animal Facility Equipment [Member] | ||
Property, plant, and equipment, gross | 1,253,879 | 1,003,629 |
Construction in Progress [Member] | ||
Property, plant, and equipment, gross | 4,608,778 | 6,729,673 |
Leasehold Improvements [Member] | ||
Property, plant, and equipment, gross | 5,700,364 | 185,971 |
Vehicles [Member] | ||
Property, plant, and equipment, gross | 135,593 | 96,693 |
Office Equipment [Member] | ||
Property, plant, and equipment, gross | $ 46,202 | $ 20,219 |
Note 7 - Equipment - Constructi
Note 7 - Equipment - Construction in Progress (Details) - Construction in Progress [Member] - USD ($) | Dec. 31, 2021 | Dec. 31, 2020 |
Construction in progress | $ 4,608,778 | $ 6,729,673 |
The 200L Commercial Facility [Member] | ||
Construction in progress | 0 | 4,148,113 |
The 200L Commercial Facility Equipment [Member] | ||
Construction in progress | 0 | 486,381 |
New Animal Barn 6 [Member] | ||
Construction in progress | 0 | 1,551,167 |
New Office Space [Member] | ||
Construction in progress | 11,183 | 477,907 |
Laboratory Space [Member] | ||
Construction in progress | 2,506,482 | 0 |
Laboratory Equipment [Member] | ||
Construction in progress | 246,801 | 0 |
IT Equipment [Member] | ||
Construction in progress | 212,209 | 0 |
Software [Member] | ||
Construction in progress | 137,811 | 0 |
Bioreactors [Member] | ||
Construction in progress | 1,280,728 | 0 |
Other Segments [Member] | ||
Construction in progress | $ 213,564 | $ 66,105 |
Note 8 - Leases (Details Textua
Note 8 - Leases (Details Textual) | 1 Months Ended | 12 Months Ended | ||||
Nov. 30, 2020 USD ($) | Mar. 31, 2019 USD ($) | Dec. 31, 2018 USD ($) bbl | Jul. 31, 2018 USD ($) | Dec. 31, 2021 USD ($) | Dec. 31, 2020 USD ($) | |
Finance Lease Payments | $ 491,000 | $ 491,000 | ||||
Finance Lease, Right-of-Use Asset, Amortization | 165,000 | 165,000 | ||||
Finance Lease, Interest Expense | 296,000 | 445,000 | ||||
Operating Lease, Payments | 1,147,000 | 564,000 | ||||
Research and Development Expense [Member] | ||||||
Operating Lease, Expense | $ 1,083,000 | 710,000 | ||||
Dakota AG Properties [Member] | ||||||
Sale Leaseback Transaction, Historical Cost | $ 4,000,000 | |||||
Lessee, Finance Lease, Term of Contract (Year) | 20 years | |||||
Lessee Finance Lease Interest Rate | 8% | |||||
Finance Lease Payments | $ 33,458 | |||||
Ruby Cell Analyzer [Member] | ||||||
Lessee, Finance Lease, Term of Contract (Year) | 5 years | |||||
Finance Lease Payments | $ 807 | |||||
Payments for Purchase of Other Assets | $ 1 | |||||
Laboratory Space [Member] | ||||||
Lessee, Advanced Written Notice, Period (Year) | 1 year | |||||
Operating Lease Payments Per Month | $ 66,993 | |||||
Lessee, Operating Lease, Discount Rate | 4.54% | |||||
Office Laboratory and Warehouse {Member] | ||||||
Lessee, Operating Lease, Discount Rate | 4.69% | |||||
Lessee, Operating Lease, Term of Contract (Year) | 3 years | |||||
Operating Lease Number of Option to Extended Additional Period | 3 | |||||
Operating Lease Option to Extended Additional Period (Year) | 3 years | |||||
Operating Lease Cost Per Month | $ 36,125 | |||||
Barn Space [Member] | ||||||
Lessee, Operating Lease, Discount Rate | 4.08% | |||||
Lessee, Operating Lease, Term of Contract (Year) | 2 years | |||||
Operating Lease Cost Per Month | $ 678 | $ 665 | ||||
Equipment [Member] | ||||||
Lessee, Finance Lease, Term of Contract (Year) | 5 years | |||||
Finance Lease Payments | $ 8,199 | |||||
Finance Lease Propane Tank Volume (Barrel of Oil) | bbl | 12,000 | |||||
Laboratory Equipment [Member] | ||||||
Lessee, Finance Lease, Term of Contract (Year) | 3 years | |||||
Finance Lease Payments | $ 5,956 | |||||
Payments for Purchase of Other Assets | $ 1 | |||||
Number of Lease Agreements | 2 |
Note 8 - Leases - Estimated Use
Note 8 - Leases - Estimated Useful Lives of Finance Lease Assets (Details) | 12 Months Ended |
Dec. 31, 2021 | |
Estimated useful life (Year) | 3 years |
Animal Facility [Member] | |
Estimated useful life (Year) | 40 years |
Equipment [Member] | Minimum [Member] | |
Estimated useful life (Year) | 3 years |
Equipment [Member] | Maximum [Member] | |
Estimated useful life (Year) | 7 years |
Note 8 - Leases - Schedule of W
Note 8 - Leases - Schedule of Weighted Average Operating and Finance Leases (Details) | Dec. 31, 2021 |
Weighted-average remaining operating lease term (in years) (Year) | 2 years 5 months 8 days |
Weighted-average remaining finance lease term (in years) (Year) | 16 years 9 months 18 days |
Weighted-average operating discount rate | 4.58% |
Weighted-average finance discount rate | 7.71% |
Note 8 - Leases - Contractual O
Note 8 - Leases - Contractual Obligation Fiscal Year Maturity (Details) - USD ($) | Dec. 31, 2021 | Dec. 31, 2020 |
Operating lease liability, year one | $ 1,240,333 | |
Finance lease liability, year one | 444,928 | |
Operating lease liability, year two | 1,169,559 | |
Finance lease liability, year two | 406,339 | |
Operating lease liability, year three | 535,943 | |
Finance lease liability, year three | 401,496 | |
Operating lease liability, year four | 0 | |
Finance lease liability, year four | 401,496 | |
Operating lease liability, year five | 0 | |
Finance lease liability, year five | 401,496 | |
Operating lease liability, thereafter | 0 | |
Finance lease liability, thereafter | 4,784,494 | |
Operating undiscounted future minimum lease payments | 2,945,835 | |
Finance undiscounted future minimum lease payments | 6,840,249 | |
Less: Amount representing operating interest payments | (150,237) | |
Less: Amount representing finance interest payments | (2,916,769) | |
Total operating lease liabilities | 2,795,598 | |
Total finance lease liabilities | 3,923,480 | |
Operating lease liabilities, current portion | (1,142,413) | $ (924,265) |
Finance lease liabilities, current portion | (161,050) | (194,717) |
Operating lease liabilities, noncurrent | 1,653,185 | 2,372,777 |
Finance lease liabilities, noncurrent | $ 3,762,430 | $ 3,923,554 |
Note 9 - Accrued Expenses and_3
Note 9 - Accrued Expenses and Other Current Liabilities - Accrued Expenses and Other Current Liabilities (Details) - USD ($) | Dec. 31, 2021 | Dec. 31, 2020 |
Accrued vacation | $ 552,629 | $ 438,936 |
Accrued payroll | 674,858 | 314,451 |
Accrued construction-in-progress | 548,988 | 637,776 |
Accrued supplies | 709,027 | 301,989 |
Accrued consulting | 179,082 | 120,744 |
Accrued clinical trial expense | 423,634 | 0 |
Accrued outside laboratory services | 128,752 | 0 |
Accrued bonus & severance | 1,804,288 | 0 |
Accrued contract manufacturing | 1,000,824 | 0 |
Accrued legal | 833,646 | 0 |
Accrued financing fees payable | 5,100,000 | 0 |
Accrued franchise tax payable | 216,251 | 0 |
Other accrued expenses | 283,909 | 90,982 |
Accounts Payable and Other Accrued Liabilities, Current | $ 12,455,888 | $ 1,904,878 |
Note 10 - Notes Payable (Detail
Note 10 - Notes Payable (Details Textual) - USD ($) | 1 Months Ended | 12 Months Ended | 23 Months Ended | |||||||
Aug. 31, 2018 | Nov. 15, 2017 | Apr. 30, 2020 | Dec. 31, 2017 | Dec. 31, 2021 | Dec. 31, 2020 | Jul. 31, 2020 | Dec. 31, 2016 | Feb. 24, 2016 | Feb. 14, 2016 | |
Gain (Loss) on Extinguishment of Debt, Total | $ 665,596 | $ 0 | ||||||||
Insurance Policy Premiums Financed, Value | $ 2,841,000 | |||||||||
Insurance Policy Premiums Financed, Interest Rate | 2.85% | |||||||||
Insurance Financing Note Payable | $ 1,772,000 | |||||||||
Christiansen Land and Cattle, Ltd [Member] | Line of Credit [Member] | ||||||||||
Line of Credit Facility, Maximum Borrowing Capacity | $ 3,000,000 | $ 3,000,000 | ||||||||
Long-Term Line of Credit | $ 350,000 | $ 2,500,000 | ||||||||
Line of Credit Facility, Interest Rate at Period End | 6% | |||||||||
Line of Credit, Proceeds From Equity to Trigger Repayment | $ 15,000,000 | |||||||||
Repayments of Lines of Credit | $ 1,000,000 | |||||||||
Line of Credit Facility, Periodic Payment | $ 30,000 | |||||||||
Ultrasound Machine Loan Agreement [Member] | ||||||||||
Debt Instrument, Term (Year) | 4 years | |||||||||
Debt Instrument, Periodic Payment | $ 440 | |||||||||
Paycheck Protection Program Loan [Member] | ||||||||||
Debt Instrument, Interest Rate, Stated Percentage | 1% | |||||||||
Proceeds from Bank Debt | $ 661,612 | |||||||||
Gain (Loss) on Extinguishment of Debt, Total | $ 665,596 | |||||||||
Ultrasound Machine [Member] | ||||||||||
Payments for Purchase of Other Assets | $ 18,997 | |||||||||
Tractor [Member] | ||||||||||
Payments for Purchase of Other Assets | 116,661 | |||||||||
Debt Instrument, Periodic Payment | $ 25,913 | |||||||||
Debt Instrument, Interest Rate, Stated Percentage | 3.60% | |||||||||
Loans Payable | $ 25,013 | $ 49,156 |
Note 10 - Notes Payable - Sched
Note 10 - Notes Payable - Schedule of Debt (Details) - USD ($) | Dec. 31, 2021 | Dec. 31, 2020 |
Total notes payable | $ 1,796,724 | $ 710,768 |
Less: notes payable - current portion | 1,796,724 | 538,731 |
Notes payable, noncurrent | 0 | 172,037 |
Tractor Loan [Member] | ||
Total notes payable | 25,013 | 49,156 |
Paycheck Protection Program Loan [Member] | ||
Total notes payable | 0 | 661,612 |
Insurance Financing Note Payable [Member] | ||
Total notes payable | $ 1,771,711 | $ 0 |
Note 11 - Preferred Stock (Deta
Note 11 - Preferred Stock (Details Textual) | 12 Months Ended | ||||||
Dec. 31, 2021 USD ($) $ / shares shares | Dec. 31, 2022 | Oct. 22, 2021 $ / shares shares | Oct. 21, 2021 shares | Dec. 31, 2020 $ / shares shares | Sep. 30, 2019 shares | Aug. 31, 2019 $ / shares shares | |
Preferred Stock, Shares Outstanding, Ending Balance (in shares) | 0 | 17,750,882 | 0 | ||||
Preferred Stock, Convertible, Shares Issuable (in shares) | 8,259,505 | ||||||
Preferred Stock, Shares Authorized (in shares) | 10,000,000 | 10,000,000 | 10,000,000 | 50,000,000 | |||
Preferred Stock, Par or Stated Value Per Share (in dollars per share) | $ / shares | $ 0.0001 | $ 0.0001 | $ 0.0001 | ||||
Amount of Preferred Stock Needed For Authorization to Modify Articles of Incorporation (in shares) | 8,000,000 | ||||||
Preferred Stock, Convertible, Conversion Ratio | 1 | ||||||
Convertible Preferred Stock, Conversion Term, Gross Proceeds From Common Stock | $ | $ 20,000,000 | ||||||
Series A Preferred Stock [Member] | |||||||
Preferred Stock, Shares Authorized (in shares) | 6,615,000 | ||||||
Preferred Stock, Par or Stated Value Per Share (in dollars per share) | $ / shares | $ 1 | ||||||
Series A-1 Preferred Stock [Member] | |||||||
Preferred Stock, Shares Authorized (in shares) | 2,525,800 | ||||||
Preferred Stock, Par or Stated Value Per Share (in dollars per share) | $ / shares | $ 1.88 | ||||||
Series A-2 Preferred Stock [Member] | |||||||
Preferred Stock, Shares Authorized (in shares) | 4,039,963 | ||||||
Preferred Stock, Par or Stated Value Per Share (in dollars per share) | $ / shares | $ 3 | ||||||
Series A2A Preferred Stock [Member] | |||||||
Preferred Stock, Shares Authorized (in shares) | 3,333,333 | ||||||
Preferred Stock, Par or Stated Value Per Share (in dollars per share) | $ / shares | $ 3 | ||||||
Preferred Stock, Redemption Price Per Share (in dollars per share) | $ / shares | $ 5 | ||||||
Series B Preferred Stock [Member] | |||||||
Preferred Stock, Shares Authorized (in shares) | 8,571,429 | ||||||
Preferred Stock, Par or Stated Value Per Share (in dollars per share) | $ / shares | $ 3.50 |
Note 12 - Stock Option Plans (D
Note 12 - Stock Option Plans (Details Textual) - USD ($) $ in Millions | 12 Months Ended | ||||
Dec. 31, 2021 | Dec. 31, 2020 | Oct. 22, 2021 | Dec. 31, 2019 | Aug. 05, 2014 | |
Share-Based Compensation Arrangement by Share-Based Payment Award, Options, Vested and Expected to Vest, Exercisable, Number (in shares) | 3,724,957 | 3,202,354 | |||
Share-Based Compensation Arrangement by Share-Based Payment Award, Options, Exercises in Period (in shares) | 12,500 | 0 | |||
Share-Based Compensation Arrangement by Share-Based Payment Award, Options, Outstanding, Intrinsic Value | $ 28.9 | ||||
Share-Based Compensation Arrangement by Share-Based Payment Award, Equity Instruments Other than Options, Aggregate Intrinsic Value, Nonvested | 4.1 | ||||
Share-Based Compensation Arrangement by Share-Based Payment Award, Options, Vested and Expected to Vest, Exercisable, Aggregate Intrinsic Value | $ 24.8 | ||||
Share-Based Compensation Arrangement by Share-Based Payment Award, Fair Value Assumptions, Risk Free Interest Rate | 0.85% | 0.13% | |||
Share-Based Compensation Arrangement by Share-Based Payment Award, Options, Outstanding, Weighted Average Remaining Contractual Term (Year) | 6 years 3 months | 6 years 3 months | |||
Share-Based Compensation Arrangement by Share-Based Payment Award, Fair Value Assumptions, Expected Dividend Rate | 0% | 0% | |||
Share-Based Compensation Arrangement by Share-Based Payment Award, Fair Value Assumptions, Expected Volatility Rate | 92.80% | 106.10% | |||
Share-Based Compensation Arrangement by Share-Based Payment Award, Options, Forfeitures in Period (in shares) | 328,718 | 0 | |||
Share-Based Compensation Arrangement by Share-Based Payment Award, Options, Expirations in Period (in shares) | 0 | 0 | |||
Share-Based Payment Arrangement, Nonvested Award, Option, Cost Not yet Recognized, Amount | $ 6.6 | ||||
Share-Based Payment Arrangement, Nonvested Award, Cost Not yet Recognized, Period for Recognition (Year) | 2 years 3 months 21 days | ||||
Share-Based Compensation Arrangement by Share-Based Payment Award, Options, Vested and Expected to Vest, Outstanding, Weighted Average Remaining Contractual Term (Year) | 5 years 9 months 10 days | ||||
Share-Based Compensation Arrangement by Share-Based Payment Award, Options, Vested and Expected to Vest, Exercisable, Weighted Average Remaining Contractual Term (Year) | 4 years 5 months 15 days | ||||
Share-Based Compensation Arrangement by Share-Based Payment Award, Options, Vested, Number of Shares (in shares) | 461,701 | 400,632 | |||
2014 Equity Incentive Plan [Member] | |||||
Share-Based Compensation Arrangement by Share-Based Payment Award, Number of Shares Authorized (in shares) | 7,444,800 | 16,000,000 | 8,000,000 | ||
Omnibus Equity Incentive Plan [Member] | |||||
Common Stock, Capital Shares Reserved for Future Issuance (in shares) | 11,000,000 |
Note 12 - Stock Option Plans -
Note 12 - Stock Option Plans - Schedule of Stock Option Activity (Details) - $ / shares | 12 Months Ended | |
Dec. 31, 2021 | Dec. 31, 2020 | |
Balance, outstanding (in shares) | 4,101,943 | 3,139,855 |
Balance, weighted average fair value (in dollars per share) | $ 1.43 | $ 0.82 |
Balance, weighted average exercise price (in dollars per share) | $ 1.30 | $ 0.88 |
Granted, options (in shares) | 1,346,947 | 962,088 |
Granted, weighted average fair value (in dollars per share) | $ 5.36 | $ 3.44 |
Granted, weighted average exercise price (in dollars per share) | $ 5.81 | $ 2.69 |
Forfeited, options (in shares) | 328,718 | 0 |
Forfeited, weighted average fair value (in dollars per share) | $ 2.17 | |
Forfeited, weighted average exercise price (in dollars per share) | $ 2.06 | |
Exercised, options (in shares) | 12,500 | 0 |
Exercised, weighted average fair value (in dollars per share) | $ 0.39 | |
Exercised, weighted average exercise price (in dollars per share) | $ 0.54 | |
Balance, outstanding (in shares) | 5,107,672 | 4,101,943 |
Balance, December 31, 2020 (in dollars per share) | $ 2.30 | $ 1.43 |
Balance, weighted average exercise price (in dollars per share) | $ 2.44 | $ 1.30 |
Unvested options (in shares) | 1,382,715 | |
Unvested, weighted average fair value (in dollars per share) | $ 5.41 | |
Unvested, weighted average exercise price (in dollars per share) | $ 5.92 | |
Vested and exercisable options (in shares) | 3,724,957 | 3,202,354 |
Vested and exercisable, weighted average fair value (in dollars per share) | $ 1.14 | |
Vested and exercisable, weighted average exercise price (in dollars per share) | $ 1.16 |
Note 12 - Stock Option Plans _2
Note 12 - Stock Option Plans - Schedule of Share Based Compensation Allocation Recognized Period Costs (Details) - USD ($) | 12 Months Ended | |
Dec. 31, 2021 | Dec. 31, 2020 | |
Allocated share-based compensation expense | $ 2,314,682 | $ 1,295,423 |
Research and Development Expense [Member] | ||
Allocated share-based compensation expense | 964,926 | 635,824 |
General and Administrative Expense [Member] | ||
Allocated share-based compensation expense | $ 1,349,756 | $ 659,599 |
Note 13 - Fair Value Measurem_3
Note 13 - Fair Value Measurements (Details Textual) - USD ($) $ / shares in Units, $ in Thousands | 12 Months Ended | |
Dec. 31, 2021 | Dec. 31, 2020 | |
Fair Value, Recurring [Member] | ||
Liabilities, Fair Value Disclosure, Total | $ 0 | $ 0 |
Assets, Fair Value Disclosure, Total | $ 0 | $ 0 |
Public Warrants [Member] | ||
Class of Warrant or Right, Number of Securities Called by Each Warrant or Right (in shares) | 1 | |
Class of Warrant or Right, Exercise Price of Warrants or Rights (in dollars per share) | $ 11.50 | |
Warrants and Rights Outstanding, Term (Year) | 5 years | |
Warrants or Rights, Redemption Price (in dollars per share) | $ 0.01 | |
Warrants and Rights Outstanding, Minimum Share Price to Call (in dollars per share) | $ 18 | |
Class of Warrant or Right, Outstanding (in shares) | 5,750,000 | |
Private Placement Warrants [Member] | ||
Class of Warrant or Right, Outstanding (in shares) | 208,600 | |
Fair Value, Measurement with Unobservable Inputs Reconciliation, Recurring Basis, Liability, Period Increase (Decrease) | $ 4,000 | |
Private Placement Warrants [Member] | Changes in Fair Value of Warrant Liabilities [Member] | ||
Fair Value, Measurement with Unobservable Inputs Reconciliation, Recurring Basis, Liability, Gain (Loss) Included in Earnings | $ 6,300 |
Note 13 - Fair Value Measurem_4
Note 13 - Fair Value Measurements - Schedule of Fair Value Assets and Liabilities Measured on Recurring Basis (Details) - Fair Value, Recurring [Member] | Dec. 31, 2021 USD ($) |
Warrants, value | $ 10,720,130 |
Fair Value, Inputs, Level 1 [Member] | |
Warrants, value | 10,292,500 |
Fair Value, Inputs, Level 2 [Member] | |
Warrants, value | 0 |
Fair Value, Inputs, Level 3 [Member] | |
Warrants, value | 427,630 |
Public Warrants [Member] | |
Warrants, value | 10,292,500 |
Public Warrants [Member] | Fair Value, Inputs, Level 1 [Member] | |
Warrants, value | 10,292,500 |
Public Warrants [Member] | Fair Value, Inputs, Level 2 [Member] | |
Warrants, value | 0 |
Public Warrants [Member] | Fair Value, Inputs, Level 3 [Member] | |
Warrants, value | 0 |
Private Placement Warrants [Member] | |
Warrants, value | 427,630 |
Private Placement Warrants [Member] | Fair Value, Inputs, Level 1 [Member] | |
Warrants, value | 0 |
Private Placement Warrants [Member] | Fair Value, Inputs, Level 2 [Member] | |
Warrants, value | 0 |
Private Placement Warrants [Member] | Fair Value, Inputs, Level 3 [Member] | |
Warrants, value | $ 427,630 |
Note 13 - Fair Value Measurem_5
Note 13 - Fair Value Measurements - Fair Value of Assets and Liabilities Measured on Recurring Basis Gain (Loss) (Details) - Fair Value, Inputs, Level 3 [Member] - Fair Value, Recurring [Member] | 12 Months Ended |
Dec. 31, 2021 USD ($) | |
Balance | $ 0 |
Initial measurement on the Closing Date | 244,062 |
Change in fair value of Private Placement Warrant liability | 183,568 |
Balance | $ 427,630 |
Note 13 - Fair Value Measurem_6
Note 13 - Fair Value Measurements - Fair Value Assets and Liabilities Valuation Inputs (Details) | Dec. 31, 2021 $ / shares yr | Oct. 22, 2021 $ / shares yr |
Measurement Input, Risk Free Interest Rate [Member] | ||
Warrants, outstanding inputs | 0.0124 | 0.0122 |
Measurement Input, Expected Term [Member] | ||
Warrants, outstanding inputs | yr | 4.81 | 5 |
Measurement Input, Option Volatility [Member] | ||
Warrants, outstanding inputs | 0.430 | 0.255 |
Measurement Input, Share Price [Member] | ||
Warrants, outstanding inputs | $ / shares | 7.81 | 8.44 |
Note 14 - Income Taxes (Details
Note 14 - Income Taxes (Details Textual) - USD ($) | 12 Months Ended | |
Dec. 31, 2021 | Dec. 31, 2020 | |
Effective Income Tax Rate Reconciliation, at Federal Statutory Income Tax Rate, Percent | 21% | 21% |
Valuation Allowance, Deferred Tax Asset, Increase (Decrease), Amount | $ 2,980,000 | $ (4,226,000) |
Unrecognized Tax Benefits, Ending Balance | 0 | 0 |
Unrecognized Tax Benefits, Income Tax Penalties and Interest Expense, Total | 0 | 0 |
Unrecognized Tax Benefits, Income Tax Penalties and Interest Accrued, Total | 0 | $ 0 |
Domestic Tax Authority [Member] | Internal Revenue Service (IRS) [Member] | ||
Operating Loss Carryforwards | $ 25,175,483 |
Note 14 - Income Taxes - Schedu
Note 14 - Income Taxes - Schedule of Deferred Tax Assets and Liabilities (Details) - USD ($) | Dec. 31, 2021 | Dec. 31, 2020 |
Net operating loss carryforwards | $ 5,078,429 | $ 2,659,082 |
Stock-based compensation | 1,156,235 | 600,592 |
Vacation accrual | 99,300 | 84,553 |
Lease liabilities | 623,286 | 727,587 |
Other accrued expenses | 1,119,721 | 0 |
Start-up costs | 297,136 | 0 |
Total deferred tax assets | 8,374,107 | 4,071,814 |
Less valuation allowance | (5,300,689) | (2,320,958) |
Total deferred tax assets after valuation allowance | 3,073,418 | 1,750,856 |
Operating lease right-of-use asset | 551,547 | 641,135 |
Depreciation and amortization | 2,521,871 | 1,109,721 |
Total deferred tax liabilities | 3,073,418 | 1,750,856 |
Net deferred tax asset (liability) | $ 0 | $ 0 |
Note 14 - Income Taxes - Sche_2
Note 14 - Income Taxes - Schedule of Effective Income Tax Rate Reconciliation (Details) - USD ($) | 12 Months Ended | |
Dec. 31, 2021 | Dec. 31, 2020 | |
Net (loss) income before tax | $ (17,144,531) | $ 20,117,773 |
Federal income tax at statutory rate | $ (3,600,352) | $ 4,224,732 |
Federal income tax at statutory rate, percentage | 21% | 21% |
State income tax | $ (9,849) | $ 0 |
State income tax, percentage | 0.06% | 0% |
Permanent items | $ 1,029,874 | $ 918 |
Permanent items, percentage | (6.01%) | (0.01%) |
Valuation allowance | $ 2,679,238 | $ (4,225,651) |
Valuation allowance, percentage | (15.63%) | (20.99%) |
Other | $ (98,911) | $ 1 |
Other, percentage | 0.58% | 0% |
Note 15 - Related Party Trans_2
Note 15 - Related Party Transactions (Details Textual) - USD ($) | 12 Months Ended | |||
Dec. 31, 2021 | Dec. 31, 2020 | Feb. 24, 2016 | Feb. 14, 2016 | |
Director [Member] | Consulting Fees [Member] | ||||
Related Party Transaction, Amounts of Transaction | $ 25,000 | $ 25,000 | ||
Board Member [Member] | Board Member Fees [Member] | ||||
Related Party Transaction, Amounts of Transaction | 6,250 | 6,250 | ||
Network Plus, LLC [Member] | IT Assistance and Computer Setups [Member] | ||||
Related Party Transaction, Amounts of Transaction | 19,000 | |||
Dakota Ag Investments [Member] | Lease Payments [Member] | ||||
Related Party Transaction, Amounts of Transaction | 435,000 | 401,000 | ||
Sanford Health [Member] | ||||
Accounts Payable, Related Parties (Deprecated 2023) | 0 | 10,000 | ||
Sanford Health [Member] | Lab Supply Payments [Member] | ||||
Related Party Transaction, Amounts of Transaction | $ 108,000 | $ 152,000 | ||
Christiansen Land and Cattle, Ltd [Member] | Line of Credit [Member] | ||||
Line of Credit Facility, Maximum Borrowing Capacity | $ 3,000,000 | $ 3,000,000 |
Note 16 - Employee Benefit Pl_2
Note 16 - Employee Benefit Plan (Details Textual) - USD ($) | 12 Months Ended | |
Dec. 31, 2021 | Dec. 31, 2020 | |
Defined Contribution Plan, Employer Matching Contribution, Percent of Match | 100% | 100% |
Defined Contribution Plan, Maximum Annual Contributions Per Employee, Percent | 3% | 3% |
Defined Contribution Plan, Maximum Annual Contributions Per Employee, Amount | $ 325,000 | $ 188,000 |
Additional Employee Contributions [Member] | ||
Defined Contribution Plan, Employer Matching Contribution, Percent of Match | 50% | 50% |
Defined Contribution Plan, Maximum Annual Contributions Per Employee, Percent | 2% | 2% |
Note 18 - Joint Development A_2
Note 18 - Joint Development Agreement (Details Textual) | 1 Months Ended | 12 Months Ended | |
Jun. 30, 2019 USD ($) ft² | Dec. 31, 2021 USD ($) | Dec. 31, 2020 USD ($) | |
Operating Lease, Payments | $ 1,147,000 | $ 564,000 | |
Research and Development Expense, Total | 57,183,589 | 27,908,659 | |
University of South Dakota Research Park, Inc [Member] | Lease Agreement [Member] | |||
Area of Real Estate Property (Square Foot) | ft² | 41,195 | ||
Lessee, Operating Lease, Term of Contract (Year) | 12 years | ||
Operating Lease, Payments | $ 118,000 | ||
Research and Development in Process | $ 2,700,000 | 2,700,000 | 2,700,000 |
Research and Development Expense, Software (Excluding Acquired in Process Cost) | 2,120,000 | 2,120,000 | |
Research and Development Expense, Total | 580,000 | 580,000 | |
Payments to Acquire Projects | $ 0 | $ 0 |
Note 19 -Subsequent Events (Det
Note 19 -Subsequent Events (Details Textual) | 1 Months Ended | 12 Months Ended | ||
Mar. 28, 2022 USD ($) a | Jan. 31, 2022 USD ($) shares | Dec. 31, 2021 USD ($) | Dec. 31, 2020 USD ($) | |
Restricted Cash, Current | $ 6,338,306 | $ 0 | ||
Operating Lease, Payments | 1,147,000 | $ 564,000 | ||
Subsequent Event [Member] | Lease Agreement [Member] | Sanford Health [Member] | ||||
Area of Real Estate Property (Square Foot) | a | 4,035 | |||
Operating Lease Payments Per Square Foot | $ 25.27 | |||
Operating Lease, Payments | 841,061 | |||
Operating Lease Payments Per Month | $ 70,088 | |||
Forward Share Purchase Agreement [Member] | ||||
Restricted Cash, Current | $ 6,300,000 | |||
Forward Share Purchase Agreement [Member] | Subsequent Event [Member] | ||||
Stock Repurchased During Period, Shares (in shares) | shares | 546,658 | |||
Payments for Repurchase of Common Stock | $ 5,500,000 | |||
Restricted Cash, Current | $ 800,000 |