0001193125-22-111227 | POS AM | XBRL Viewer

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Cover Page	12 Months Ended
Cover Page	Dec. 31, 2021
Document Information [Line Items]
Document Type	POS AM
Amendment Flag	false
Entity Registrant Name	SAB Biotherapeutics, Inc.
Entity Central Index Key	0001833214
Entity Filer Category	Non-accelerated Filer
Entity Small Business	true
Entity Emerging Growth Company	true
Entity Ex Transition Period	false

Condensed Consolidated Balance Sheets - USD ($)	Dec. 31, 2021	Dec. 31, 2020
Assets, Current [Abstract]
Cash and cash equivalents	$ 33,206,712	$ 12,610,383
Restricted cash	6,338,306
Accounts receivable, net	8,010,708	20,569,497
Prepaid expenses	864,513	1,275,134
Total current assets	48,420,239	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	79,369,220	56,537,933
Liabilities, Current [Abstract]
Accounts payable	4,458,525	7,382,361
Forward share purchase liability	6,338,306
Notes payable – current portion	25,013	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	24,683,562	11,061,730
Operating lease liabilities, noncurrent	1,653,185	2,372,777
Finance Lease, Liability, Noncurrent	3,762,430	3,923,554
Warrant liabilities	10,720,130
Notes payable, noncurrent		172,037
Total liabilities	40,819,307	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 and outstanding at December 31, 2021 and 2020
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
Retained Earnings (Accumulated Deficit)	(29,128,951)	(11,984,420)
Total stockholders' equity	38,549,913	39,007,835
Total liabilities and stockholders' equity	$ 79,369,220	$ 56,537,933

Condensed Consolidated Balance Sheets (Parenthetical) - $ / shares	Dec. 31, 2021	Dec. 31, 2020
Preferred Stock, Par or Stated Value Per Share	$ 0.0001	$ 0.0001
Preferred Stock, Shares Authorized	10,000,000	10,000,000
Preferred Stock, Shares Issued	0	0
Preferred Stock, Shares Outstanding	0	0
Common Stock, Par or Stated Value Per Share	$ 0.0001	$ 0.0001
Common Stock, Shares Authorized	490,000,000	490,000,000
Common Stock, Shares, Issued	43,487,279	25,973,406
Common Stock, Shares, Outstanding	43,487,279	25,973,406

Condensed Consolidated Statements of Operations - USD ($)	12 Months Ended
	Dec. 31, 2021	Dec. 31, 2020
Revenues [Abstract]
Revenue from Contract with Customer, Excluding Assessed Tax	$ 60,876,078	$ 55,237,759
Operating Expenses [Abstract]
Research and Development Expense	57,183,589	27,908,659
General and Administrative Expense	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)
Gain on debt extinguishment of Paycheck Protection Program SBA Loan	665,596
Other income	5,488	3,996
Interest expense	(294,459)	(469,151)
Interest Income, Other	23,115	26,131
Net (loss) income	$ (17,144,531)	$ 20,117,773
Earnings Per Share [Abstract]
Earnings Per Share, Basic	$ (0.63)	$ 0.79
Earnings Per Share, Diluted	$ (0.63)	$ 0.74
Weighted Average Number of Shares Outstanding, Basic	27,339,180	25,391,084
Weighted Average Number of Shares Outstanding, Diluted	27,339,180	27,011,482
Grant Revenue [Member]
Revenues [Abstract]
Revenue from Contract with Customer, Excluding Assessed Tax	$ 60,876,078	$ 55,237,759

Consolidated Statements of Changes In Redeemable Preferred Stock and Stockholders' Equity (Deficit) - USD ($)	Total	Previously Reported [Member]	Retrospective Application of Reverse Recapitalization [Member]	Preferred Stock [Member] Series A-2A Redeemable Preferred Stock [Member] Previously Reported [Member]	Preferred Stock [Member] Series A-2A Redeemable Preferred Stock [Member] Retrospective Application of Reverse Recapitalization [Member]	Preferred Stock [Member] Series A Preferred Stock [Member] Previously Reported [Member]	Preferred Stock [Member] Series A Preferred Stock [Member] Retrospective Application of Reverse Recapitalization [Member]	Preferred Stock [Member] Series A-1 Preferred Stock [Member] Previously Reported [Member]	Preferred Stock [Member] Series A-1 Preferred Stock [Member] Retrospective Application of Reverse Recapitalization [Member]	Preferred Stock [Member] Series A-2 Preferred Stock [Member] Previously Reported [Member]	Preferred Stock [Member] Series A-2 Preferred Stock [Member] Retrospective Application of Reverse Recapitalization [Member]	Preferred Stock [Member] Series B Preferred Stock [Member] Previously Reported [Member]	Preferred Stock [Member] Series B Preferred Stock [Member] Retrospective Application of Reverse Recapitalization [Member]	Common Stock [Member]	Common Stock [Member] Previously Reported [Member]	Common Stock [Member] Retrospective Application of Reverse Recapitalization [Member]	Additional Paid-In Capital [Member]	Additional Paid-In Capital [Member] Previously Reported [Member]	Additional Paid-In Capital [Member] Retrospective Application of Reverse Recapitalization [Member]	Accumulated Deficit [Member]	Accumulated Deficit [Member] Previously Reported [Member]
Beginning balance, value at Dec. 31, 2019	$ 7,694,433	$ (2,305,566)	$ 9,999,999	$ 9,999,999	$ (9,999,999)	$ 662	$ (662)	$ 253	$ (253)	$ 404	$ (404)	$ 124	$ (124)	$ 2,465	$ 3,522	$ (1,057)	$ 39,794,161	$ 29,791,662	$ 10,002,499	$ (32,102,193)	$ (32,102,193)
Beginning balance, shares at Dec. 31, 2019				3,333,333	(3,333,333)	6,615,000	(6,615,000)	2,525,800	(2,525,800)	4,039,963	(4,039,963)	1,236,786	(1,236,786)	24,645,551	35,216,000	(10,570,449)
Stock Issued During Period, Value, New Issues	9,900,206													$ 133			9,900,073
Stock Issued During Period, Shares, New Issues														1,327,855
Adjustment to Additional Paid in Capital, Income Tax Effect from Share-based Compensation, Net	1,295,423																1,295,423
Net Income (Loss) Attributable to Parent	20,117,773																			20,117,773
Ending balance, value at Dec. 31, 2020	39,007,835													$ 2,598			50,989,657			(11,984,420)
Ending balance, shares at Dec. 31, 2020														25,973,406
Effect of Business Combination and recapitalization, net of redemptions and issuance costs	7,603,834													$ 701			7,603,133
Effect of Business Combination and recapitalization, net of redemptions and issuance costs, shares														7,009,436
Issuance of restricted stock, subject to forfeiture	1,049													$ 1,049			0
Issuance of restricted stock, subject to forfeiture, shares														10,491,937
Forward Share Purchase Agreement, partial settlement	6,760,294																6,760,294
Adjustment to Additional Paid in Capital, Income Tax Effect from Share-based Compensation, Net	2,314,682																2,314,682
Issuance of common for exercise of stock options	6,750													$ 1			6,749
Issuance of common stock for exercise of stock options, shares														12,500
Net Income (Loss) Attributable to Parent	(17,144,531)																			(17,144,531)
Ending balance, value at Dec. 31, 2021	$ 38,549,913													$ 4,349			$ 67,674,515			$ (29,128,951)
Ending balance, shares at Dec. 31, 2021														43,487,279

Consolidated Statements of Changes In Redeemable Preferred Stock and Stockholders' Equity (Deficit) (Parenthetical) - USD ($)	12 Months Ended
	Dec. 31, 2021	Dec. 31, 2020
Issuance cost	$ 3,294,096	$ 87,949

Consolidated Statements of Cash Flows - USD ($)	12 Months Ended
Consolidated Statements of Cash Flows - USD ($)	Dec. 31, 2021	Dec. 31, 2020
Net Cash Provided by (Used in) Operating Activities [Abstract]
Net Income (Loss) Attributable to Parent	$ (17,144,531)	$ 20,117,773
Adjustments to Reconcile Net Income (Loss) to Cash Provided by (Used in) Operating Activities [Abstract]
Gain on debt extinguishment of Paycheck Protection Program SBA Loan	(665,596)
Depreciation, Depletion and Amortization	1,488,614	383,142
Amortization of right-of-use assets	164,983	165,036
Share-based Payment Arrangement, Noncash Expense	2,314,682	1,295,423
Gain on sale of equipment	(5,488)	(2,252)
Change in fair value of warrant liabilities	4,151,068
Increase (Decrease) in Operating Capital [Abstract]
Accounts receivable	12,558,790	(17,750,762)
Prepaid expenses	513,363	(1,151,130)
Right-of-use assets - operating lease	(63,626)	215,122
Accounts payable	(2,935,521)	5,211,593
Deferred income		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	3,758,584	10,004,795
Net Cash Provided by (Used in) Investing Activities [Abstract]
Proceeds from Sale of Property, Plant, and Equipment		9,000
Purchases of equipment	(10,943,657)	(12,731,702)
Net cash used in investing activities	(10,943,657)	(12,722,702)
Net Cash Provided by (Used in) Financing Activities [Abstract]
Proceeds from Business Combination, net of transaction costs	34,340,225
Proceeds from the sale of stock, net of issuance costs		9,900,206
Proceeds from Paycheck Protection Program SBA Loan		661,612
Payments on related party notes payable		(1,364,644)
Payments of notes payable	(24,143)	(32,506)
Principal payments on finance leases	(203,124)	(182,347)
Proceeds from exercise of stock options	6,750
Net cash provided by financing activities	34,119,708	8,982,321
Net increase in cash, cash equivalents, and restricted cash	26,934,635	6,264,414
Cash and cash equivalents
Beginning of year	12,610,383	6,345,969
End of year	39,545,018	12,610,383
Supplemental Cash Flow Information [Abstract]
Interest Paid, Excluding Capitalized Interest, Operating Activities	294,459	469,151
Noncash Investing and Financing Items [Abstract]
Right-of-Use Asset Obtained in Exchange for Operating Lease Liability	505,187	$ 1,773,135
Warrant liabilities assumed related to the Business Combination	6,569,062
Liabilities assumed related to the Forward Share Purchase Agreement	6,338,306
Financing fee liabilities assumed related to the Business Combination included in accrued expense and other current liabilities	3,100,000
Unpaid financing fees included in accrued expense and other current liabilities	$ 2,000,000

Nature of Business	12 Months Ended
Nature of Business	Dec. 31, 2021
Organization, Consolidation and Presentation of Financial Statements [Abstract]
Nature of Business	(1) Nature of Business On October 22, 2021 (the “Closing Date”), we consummated the business combination contemplated by the agreement and plan of merger, dated as of June 21, 2021, as amended on August 12, 2021, made by and among Big Cypress Acquisition Corp., a Delaware corporation (“BCYP”), Big Cypress Merger Sub Inc., a Delaware corporation (“Merger Sub”), SAB Biotherapeutics, Inc., a Delaware corporation (“SAB” or the “Company”), and Shareholder Representative Services LLC, a Colorado limited liability company, solely in its capacity as the representative, agent and attorney-in-fact of the SAB Stockholders. Upon closing of the Business combination, Big Cypress Merger Sub merged with SAB Biotherapeutics, with SAB Biotherapeutics as the surviving company of the merger. Upon closing of the business combination, Big Cypress Acquisition Corp. changed its name to “SAB Biotherapeutics, Inc.”. 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 to produce fully human antibodies in large animals. The COVID-19 pandemic continues to evolve, and the extent to which it may impact the Company’s business will depend on future developments, which are highly uncertain and cannot be predicted with confidence, such as the ultimate geographic spread of the disease, the duration of the outbreak, travel restrictions and social distancing in the U.S. and other countries, business closures or business disruptions, and the effectiveness of actions taken in the U.S. and other countries to contain and treat the disease. The Company is following, and will continue to follow, recommendations from the U.S. Centers for Disease Control and Prevention, as well as federal, state, and local governments. To date, the Company has not experienced material business disruptions, but it cannot be certain of the future impact of the COVID-19 pandemic on its business and consolidated financial statements.

Summary of Significant Accounting Policies

12 Months Ended

Dec. 31, 2021

Accounting Policies [Abstract]

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.

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 goodwill or other intangible assets recorded. SAB Biotherapeutics was determined to be the accounting acquirer based on the following predominant factors:

•

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-to-one

ratio, was converted into Common Stock equal to 0.4653 (the “Exchange Ratio”). The shares and corresponding capital amounts and losses per share, prior to the Business Combination, have been retroactively restated based on shares reflecting the Exchange Ratio established in the Business Combination.

Emerging growth company status

The Company is an “emerging growth company,” as defined in Section 2(a) of the Securities Act, as modified by the Jumpstart our Business Startups Act of 2012, (the “JOBS Act”), and it may take advantage of certain exemptions from various reporting requirements that are applicable to other public companies that are not emerging growth companies including, but not limited to, not being required to comply with the auditor attestation requirements of Section 404 of the Sarbanes-Oxley Act, reduced disclosure obligations regarding executive compensation in its periodic reports and proxy statements, and exemptions from the requirements of holding a nonbinding advisory vote on executive compensation and stockholder approval of any golden parachute payments not previously approved.

Further, Section 102(b)(1) of the JOBS Act exempts emerging growth companies from being required to comply with new or revised financial accounting standards until private companies (that is, those that have not had a Securities Act registration statement declared effective or do not have a class of securities registered under the Exchange Act) are required to comply with the new or revised financial accounting standards. The JOBS Act provides that a company can elect to opt out of the extended transition period and comply with the requirements that apply to

non-emerging

growth companies but any such election to opt out is irrevocable. The Company has elected not to opt out of such extended transition period which means that when a standard is issued or revised and it has different application dates for public or private companies, the Company, as an emerging growth company, can adopt the new or revised standard at the time private companies adopt the new or revised standard. This may make comparison of the Company’s financial statements with another public company which is neither an emerging growth company nor an emerging growth company which has opted out of using the extended transition period difficult or impossible because of the potential differences in accounting standards used.

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 limited to, the results of research and development efforts, clinical trial activities of the Company’s product candidates, the Company’s ability to obtain regulatory approval to market its product candidates, competition from products manufactured and sold or being developed by other companies, and the Company’s ability to raise capital.

The Company currently has no commercially approved products and there can be no assurance that the Company’s research and development will be successfully commercialized. Developing and commercializing a

product requires significant time and capital and is subject to regulatory review and approval as well as competition from other biotechnology and pharmaceutical companies. The Company operates in an environment of rapid change and is dependent upon the continued services of its employees and obtaining and protecting intellectual property.

Funding from government grants is not guaranteed to cover all costs, and additional funding may be needed to cover operational costs as the Company moves forward to with our efforts to develop a commercially approved product.

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 differ from these estimates.

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 days or less.

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 and 2020 was as follows:


	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 and 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 exceed federally insured limits. Exposure to credit risk is reduced by placing such deposits in high credit quality federally insured financial institutions.

The Company received 100% and approximately 96% of its total revenue through grants from government organizations during the years ended December 31, 2021 and 2020, respectively, and 0% and approximately 4% of its total revenue through a grant from a

non-government

organization during the years ended December 31, 2021 and 2020, respectively.

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

(“ASC 842”). In accordance with ASC 842, the Company recorded

right-of-use

assets and related lease liabilities for the present value of the lease payments over the lease terms. The Company’s IBR was used in the calculation of its

right-of-use

assets and lease liabilities.

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 and 2020, the Company had contracts with multiple contract research organizations (“CRO”) to complete studies as part of research grant agreements. In the case of

SAB-185,

the CRO has been contracted and paid by the US government. For

SAB-176,

PPD Development, LP acting as the CRO oversaw the Phase 1 safety study. The terms of that agreement are subject to confidentiality, and the status of the agreement is that it is current, in good standing and approximately 90% of the contract has been paid as of December 31, 2021. SAB has also contracted with hVIVO Services Limited to conduct the Phase 2a influenza study on

SAB-176.

The terms of that agreement are subject to confidentiality, and the status of the agreement is that it is current, in good standing and approximately 90% of the contract has been paid as of 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:


Animal facility equipment		7 years
Laboratory equipment		7 years
Leasehold improvements		Shorter of asset life or lease term
Office furniture & equipment		5 years
Vehicles		5 years

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 be recoverable. If necessary, the Company compares the estimated undiscounted future net cash flows to the related asset’s carrying value to determine whether there has been an impairment. If an asset is considered impaired, the asset is written down to fair value, which is based either on discounted cash flows or appraised values in the period the impairment becomes known. The Company believes that long-lived assets are recoverable, and no impairment was deemed necessary, during the years ended December 31, 2021 and 2020.

Stock-based compensation

FASB ASC Topic 718,

Compensation — Stock Compensation

, prescribes accounting and reporting standards for all share-based payment transactions in which employee and

non-employee

services are acquired. The Company recognizes compensation cost relating to stock-based payment transactions using a fair-value measurement method, which requires all stock-based payments to employees, directors, and

non-employee

consultants, including grants of stock options, to be recognized in operating results as compensation expense based on fair value over the requisite service period of the awards. Prior to the Business Combination, the grant date fair value of the Company’s common stock was typically be determined by the Company’s board of directors with the assistance of management and a third-party valuation specialist.

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 awards may have a term in excess of ten years. Forfeitures are recorded when they occur. Stock-based compensation expense is classified in the consolidated statements of operations based on the function to which the related services are provided. The company recognizes stock-based compensation expense over the expected term.

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-for-Profit

Entities

, and that the grants are not within the scope of ASC 606,

Revenue from Contracts with Customers

, as the organizations providing the grants do not meet the definition of a customer. Expenses for grants are tracked by using a project code specific to the grant, and the employees also track hours worked by using the project code.

Comprehensive income (loss)

The Company had no items of comprehensive income (loss) other than its net income (loss).

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 and will be utilized for the calculation of earnings per share in all prior periods. The per share amounts have been updated to show the effect of the Exchange Ratio on earnings per share as if the exchange occurred at the beginning of both years for the consolidated financial statements of the Company. The impact of the stock exchange is also shown on the Company’s statements of changes in redeemable preferred stock and stockholders’ equity (deficit).

In accordance with ASC 260,

Earnings per Share

(“ASC 260”), basic net income (loss) per share attributable to common stockholders is computed by dividing net income (loss) attributable to common stockholders by the weighted-average number of common stock outstanding during the period. Diluted net income (loss) per share attributable to common stockholders is computed by dividing the diluted net income (loss) attributable to common stockholders by the weighted-average number of common stock outstanding for the period including potential dilutive common shares such as stock options.

Segment reporting

In accordance with ASC 280,

Segment Reporting

, the Company’s business activities are organized into one reportable segment, as only the Company’s operating results in their entirety are regularly reviewed by the Company’s chief operating decision maker to make decisions about resources to be allocated and to assess performance.

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-party valuation firm, as discussed above, when issuing stock options and computing estimated stock-based compensation expense. The assumptions underlying these valuations represented the Company’s best estimates, which involved inherent uncertainties and the application of significant levels of judgment. In order to determine the fair value of its common stock, the Company considered, among other items, previous transactions involving the sale of our securities, our business, financial condition and results of operations, economic and industry trends, the market performance of comparable publicly traded companies, and the lack of marketability of our common stock.

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.

New Accounting Standards	12 Months Ended
New Accounting Standards	Dec. 31, 2021
New Accounting Standards
New Accounting Standards	(3) New accounting standards Recently-adopted standards In December 2019, the FASB issued Accounting Standards Update (“ASU”) 2019-12, Income Taxes (Topic 740): Simplifying the Accounting for Income Taxes , which simplifies the accounting for income taxes by removing certain exceptions to the general principles in ASC Topic 740, Income Taxes (“ASC 740”) and by clarifying and amending existing ASC 740 guidance. The guidance was effective for fiscal years, and interim periods within those years, beginning after December 15, 2020. Early adoption was permitted. The Company adopted the guidance as of January 1, 2021. The adoption did not have a material impact on the Company’s consolidated financial statements. In August 2020, the FASB issued ASU 2020-06, Debt—Debt with Conversion and Other Options (Subtopic 470-20) and Derivatives and Hedging—Contracts in Entity’s Own Equity (Subtopic 815-40): Accounting for Convertible Instruments and Contracts in an Entity’s Own Equity , which simplifies the accounting for convertible instruments by removing major separation models required under current U.S. GAAP. The guidance removes certain settlement conditions that are required for equity contracts to qualify for the derivative scope exception, which will permit more equity contracts to qualify for such exception and simplifies the diluted earnings per share calculation in certain areas. The guidance is effective for fiscal years beginning after December 15, 2021, including interim periods within those fiscal years. Early adoption is permitted in annual reporting periods ending after December 15, 2020. The Company early adopted the guidance as of January 1, 2021. The adoption did not have a material impact on the Company’s consolidated financial statements.

- Definition

The entire disclosure for change in accounting principle. Includes, but is not limited to, nature, reason, and method of adopting amendment to accounting standards or other change in accounting principle.

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+ Details

Reverse Recapitalization and Business Combination

12 Months Ended

Dec. 31, 2021

Business Combination and Asset Acquisition [Abstract]

Reverse Recapitalization and Business Combination

(4) Reverse Recapitalization and Business Combination

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 goodwill or other intangible assets recorded.

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-year period immediately following the Closing.

The Earnout Shares shall be released in four equal increments as follows:

(i)

25% of the Earnout Shares shall be released if, at any time during the five (5)-year period immediately following the Closing Date, the VWAP of the Company’s publicly traded common stock is greater than or equal to $15.00 for any twenty (20) trading days within a period of thirty (30) consecutive trading days (the “First Earnout”).

(ii)

25% of the Earnout Shares shall be released if, at any time during the five (5)-year period immediately following the Closing Date, the VWAP of the Company’s publicly traded common stock is greater than or equal to $20.00 for any twenty (20) trading days within a period of thirty (30) consecutive trading days (the “Second Earnout”).

(iii)

25% of the Earnout Shares shall be released if, at any time during the five (5)-year period immediately following the Closing Date, the VWAP of the Company’s publicly traded common stock is greater than or equal to $25.00 for any twenty (20) trading days within a period of thirty (30) consecutive trading days (the “Third Earnout”).

(iv)

25% of the Earnout Shares shall be released if, at any time during the five (5)-year period immediately following the Closing Date, the VWAP of the Company’s publicly traded common stock is greater than or equal to $30.00 for any twenty (20) trading days within a period of thirty (30) consecutive trading days (the “Fourth Earnout” and together with the First Earnout, the Second Earnout and the Third Earnout, the “Earnouts”).

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 meet the above VWAP thresholds, or a change in control with a per share price below the VWAP thresholds occurs within a five-year period immediately following the Closing Date, the shares will be returned to the Company.

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 as a stock dividend by reducing additional

paid-in

capital, which was offset by the increase in additional

paid-in

capital associated with the Business Combination.

Preceding the Business Combination, on October 12, 2021, BCYP entered into a Forward Share Purchase Agreement (the “Forward Share Purchase Agreement”) with Radcliffe SPAC Master Fund, L.P., a Cayman Islands exempted limited partnership (“Radcliffe”). Under the Forward Share Purchase Agreement, Radcliffe shall sell and transfer to BCYP, and BCYP shall purchase from Radcliffe, up to 1,390,000 shares of common stock owned by Radcliffe at the closing of the Business Combination at a per Share price (the “Purchase Price”) equal to $10.10 per share (the “Market Sales Price”). Further, BCYP shall purchase the remaining shares held by Radcliffe not sold in the open market in excess of the Market Sales Price at the later of (a) the 90

day after the closing of the Business Combination, or (b) the first business day following the 95

day after the closing of the Business Combination if BCYP directs Radcliffe to sell shares at a mutually agreed upon price other than the Market Sales Price. As of the Closing Date, 1,296,891 shares of common stock were held by Radcliffe under the Forward Share Purchase Agreement.

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. Given the short-term nature

of the Forward Share Purchase Agreement, the Company did not present value the forward share purchase liability. Subsequent settlements whereby Radcliffe sold shares in the open market in excess of the Market Sales Price were treated as a reduction in the assumed forward share purchase liability, with an offsetting increase in equity of the Company. Prior to December 31, 2021, a portion of the forward share purchase liability was settled. As of December 31, 2021, the forward share purchase liability balance was $6,338,306 on the consolidated balance sheet.

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

Revenue	12 Months Ended
Revenue	Dec. 31, 2021
Revenue from Contract with Customer [Abstract]
Revenue	(5) Revenue During the years ended December 31, 2021 and 2020, the Company worked on the following grants: 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 and 2020. National Institute of Health — National Institute of Allergy and Infectious Disease (“NIH-NIAID”) (Federal Award #1R44AI117976-01A1) — this grant was for $1.4 million and started in September 2019 through August 2021. For the years ended December 31, 2021 and 2020, there was approximately $518,000 and $228,000, respectively, in grant income recognized. The corporation applied for an extension on the grant funding, and the extension is pending approval. If approved, there is approximately $203,000 in funding remaining for this grant as of December 31, 2021. NIH-NIAID (Federal Award #1R41AI131823-02) — this grant was for approximately $1.5 million and started in April 2019 through March 2021. The grant was subsequently amended to extend the date through March 2022. For the years ended December 31, 2021 and 2020, there was approximately $51,000 and $99,000 respectively, in grant income recognized. There is approximately $823,000 in funding remaining for this grant as of December 31, 2021. NIH-NIAID through Geneva Foundation (Federal Award #1R01AI132313-01, Subaward #S-10511-01) — this grant was for approximately $2.7 million and started in August 2017 through July 2021. For the years ended December 31, 2021 and 2020, there was approximately $94,000 and $351,000, respectively, in grant income recognized from this grant. The corporation applied for an extension on the grant funding, and the extension is pending approval. If approved, there is approximately $1.5 million in funding remaining for this grant as of 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 and with potential stages running through February 2023. Additional contract modifications were added to this contract in 2020 and 2021 for work on a COVID therapeutic, bringing the contract total to $204 million. For the years ended December 31, 2021 and 2020, there was approximately $60.2 million and $52.1 million, respectively, in grant income recognized from this grant. There is approximately $89.2 million in funding remaining for this grant as of 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) from this contract was for capacity building, including funding for equipment and facilities. A majority of this was for a 200L purification suite and two production barns, which are in locations that are currently leased by the corporation. While the government and the Company have agreed to negotiate in good faith to afford government access to this equipment, the Company is allowed to use this equipment for any project. As a majority of the value is in leasehold improvements (and therefore cannot be returned to the government), the corporation is treating the assets as company owned, and recognized the proceeds from the reimbursement as revenue. Therefore, revenue significantly exceeded research and development expenses, as there were no research and development expenses to offset the $12 million in revenue. 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 and 2020, respectively. CSL Behring — there were three contracts for a combined $2.4 million that were started and completed in 2020. These contracts were related to research and development for a COVID-19 therapeutic ($2 million) and two other targets ($400,000).

- Definition

The entire disclosure of revenue from contract with customer to transfer good or service and to transfer nonfinancial asset. Includes, but is not limited to, disaggregation of revenue, credit loss recognized from contract with customer, judgment and change in judgment related to contract with customer, and asset recognized from cost incurred to obtain or fulfill contract with customer. Excludes insurance and lease contracts.

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-Publisher FASB
-Name Accounting Standards Codification
-Topic 606
-SubTopic 10
-Section 50
-Paragraph 12
-Subparagraph (c)
-URI http://asc.fasb.org/extlink&oid=123351226&loc=SL49130554-203045

+ Details

Earnings per share

12 Months Ended

Dec. 31, 2021

Earnings Per Share [Abstract]

Earnings Per Share [Text Block]

(6) 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 recast to reflect the Exchange Ratio to January 1, 2020, and will be utilized for the calculation of earnings per share in all prior periods. The per share amounts have been updated to show the effect of the exchange on earnings per share as if the exchange occurred at the beginning of both years for the annual financial statements of the Company. The impact of the stock exchange is also shown on the Company’s consolidated statements of changes in redeemable preferred stock and stockholders’ equity (deficit).

Since the Company reported a net loss for the year ended December 31, 2021, it was required by ASC 260 to use basic weighted-average shares outstanding when calculating diluted net loss per share for the year ended December 31, 2021, as the potential dilutive securities are anti-dilutive.


	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 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.

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

Equipment

12 Months Ended

Dec. 31, 2021

Property, Plant and Equipment [Abstract]

Property, Plant and Equipment Disclosure [Text Block]

(7) Equipment

As of December 31, 2021 and 2020, the Company’s equipment was as follows:


	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 and 2020 was $1,488,614 and $383,142, respectively.

All tangible personal property with a useful life of at least three years and a unit acquisition cost of $5,000 or more will be capitalized and depreciated over its useful life using the straight-line method of depreciation. The Company will expense the full acquisition cost of tangible personal property below these thresholds in the year of purchase. The basis of accounting for depreciable fixed assets is acquisition cost and any additional expenditures required to make the asset ready for use. The carrying amount at the balance sheet date of long-lived assets under

construction-in-progress

includes assets purchased, constructed, or being developed internally that are not yet in service. Depreciation commences when the assets are placed in service.

The Company has several ongoing construction projects related to the expansion of its operating capacity. As of December 31, 2021 and 2020, the Company’s

construction-in-progress

was as follows:


	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.

Leases

12 Months Ended

Dec. 31, 2021

Leases [Abstract]

Leases

(8) Leases

The Company has an operating lease for lab space from Sanford Health (a related party), under a lease that started in June 2014 and ran through June 2019, at which time the lease was amended to run through August 2024. This lease can be terminated with one year advance written notice. The lease is for $66,993 per month. The

operating lease does not include an option to extend beyond the life of the current term. The lease does not provide an implicit rate, and, therefore, the Company used an IBR of 4.54% as the discount rate when measuring the operating lease liability. The Company estimated the incremental borrowing rate based upon comparing interest rates available in the market for similar borrowings and the credit quality of the Company.

The Company entered into a lease for office, laboratory, and warehouse space in November 2020. This lease has a

3-year

term, with options to extend for 3 additional periods of 3 years each. The options were not included in the right of use calculation as it is unclear as to whether or not the location will meet the Company’s requirements beyond the next three years. The lease cost is $36,125 per month. The Company used an IBR of 4.69% as the discount rate when measuring the operating lease liability. The Company estimated the incremental borrowing rate based upon comparing interest rates available in the market for similar borrowings and the credit quality of the Company.

The Company entered into a lease for barn space for the housing of goats in April 2020. This lease has a

2-year

term, with automatic renewals for a

one-year

period after the initial term expires until either party terminates. The options were not included in the right of use calculation, as the goat project is mostly funded by government grants, and those grants do not currently extend beyond the initial lease term. The lease cost is $665 per month for the first year, then $678 per month for the second year. The Company used an IBR of 4.08% as the discount rate when measuring the operating lease liability. The Company estimated the incremental borrowing rate based upon comparing interest rates available in the market for similar borrowings and the credit quality of the Company.

The Company has the following finance leases:

•

In December 2018, the Company entered into a finance lease with Dakota Ag Properties for a new animal facility which includes the surrounding land. The facility and the land have been accounted for as separate lease components. The lease is based upon payback of $4,000,000 in construction costs, with a

20-year

term at an interest rate of 8%. The monthly payment for this lease is $33,458. The Company has the option to purchase the asset at any time during the term of the lease for the balance of the unamortized lease payments.

•

In December 2018, the Company entered into an equipment lease for a

12,000-gallon

propane tank that is located on the Company’s animal facility. The lease is for five years, with an annual payment of $8,199. The Company has the option to purchase the asset at any time during the term of the lease for the balance of the unamortized lease payments.

•

In July 2018, the Company entered into a lease agreement with a bank, for a Ruby Cell Analyzer. The lease agreement is for a five-year term. The monthly payment for this lease is $807. The Company has the option to purchase the asset at the end of the lease for $1.

•

In March 2019, the Company entered into two lease agreements for laboratory equipment. The leases are each for a

3-year

term and a combined monthly payment of $5,956. Both leases have a $1 purchase option at the end of the lease term.

The lease agreements do not require material variable lease payments, residual value guarantees or restrictive covenants.

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 are:


	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 year to the total lease liabilities recognized on the consolidated balance sheet as of 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 and 2020. Operating lease costs are included within research and development expenses on the consolidated statements of operations.

Finance lease costs for the years ended December 31, 2021 and 2020 included approximately $165,000 and $165,000, respectively, in

right-of-use

asset amortization and approximately $296,000 and $445,000, respectively, of interest expense. Finance lease costs are included within research and development expenses on the consolidated statements of operations.

Cash payments under operating and finance leases were approximately $1,147,000 and $491,000 , respectively, for the year ended December 31, 2021. Cash payments under operating and finance leases were approximately $564,000 and $491,000, respectively, for the year ended December 31, 2020.

Accrued Expenses and Other Current Liabilities

12 Months Ended

Dec. 31, 2021

Payables and Accruals [Abstract]

Accounts Payable, Accrued Liabilities, and Other Liabilities Disclosure, Current [Text Block]

(9) Accrued Expenses and Other Current Liabilities

As of December 31, 2021 and 2020, accrued expenses and other current liabilities consisted of the following:


	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

Notes Payable

12 Months Ended

Dec. 31, 2021

Debt Disclosure [Abstract]

Debt Disclosure [Text Block]

(10) Notes Payable

As of December 31, 2021 and 2020, notes payable was as follows:


	2021		2020
Tractor loan	$	25,013	$	49,156
PPP loan		—		661,612

Total notes payable		25,013		710,768
Less: notes payable – current portion		25,013		538,731

Notes payable, noncurrent	$	—	$	172,037

On November 15, 2017, the Company entered into a loan agreement with a bank, for the financing of an ultrasound machine for $18,997. The agreement was for a four-year term, with monthly payments of $440. The note payable was paid off in full in September 2020.

In December 2017, the Company entered into a loan agreement for the purchase of a tractor for $116,661 at a 3.6% interest rate. The loan included annual payments of $25,913 for the next five years starting in December 2018. The tractor loan balance as of December 31, 2021 and 2020 was $25,013 and $49,156, respectively. The total amount of the remaining loan balance is due in full in 2022.

On March 27, 2020, President Trump signed into law the “Coronavirus Aid, Relief and Economic Security Act (“CARES Act”). In April 2020, the Company entered into a loan agreement (the “PPP Loan”) with First Premier Bank under the Paycheck Protection Program (the “PPP”), which is part of the CARES Act administered by the United States Small Business Administration (“SBA”). As part of the application for these funds, the Company, in good faith, certified that the current economic uncertainty made the loan request necessary to support the ongoing operations of the Company. The certification further requires the Company to take into account its current business activity and its ability to access other sources of liquidity sufficient to support ongoing operations in a manner that is not significantly detrimental to the business. Under the PPP, the Company received proceeds of approximately $661,612. In accordance with the requirements of the PPP, the Company utilized the proceeds from the PPP Loan primarily for payroll costs. The PPP Loan has a 1.00% interest rate per annum,

matures in April 2022 and is subject to the terms and conditions applicable to loans administered by the SBA under the PPP. Under the terms of PPP, all or certain amounts of the PPP Loan may be forgiven if they are used for qualifying expenses, as described in the CARES Act. The Company recorded the entire amount of the PPP Loan as debt. In February 2021, the Company submitted a forgiveness application related to its PPP Loan. In March 2021, the SBA approved the forgiveness of the PPP Loan, plus accrued interest. We recorded a gain on extinguishment of PPP Loan of $665,596 for the forgiveness of the PPP Loan and accrued interest within gain on debt extinguishment of Paycheck Protection Program SBA Loan on the consolidated statement of operations for the year ended December 31, 2021.

Note payable, related party

On February 24, 2016, the Company entered into a loan agreement with Christiansen Land and Cattle, Ltd. (“CLC”), a related party, for a $3.0 million revolving line of credit secured by a blanket security interest in the assets of the Company.

The Company borrowed $2.5 million from the line of credit in 2016, and $350,000 in 2017. The line of credit bears a fixed rate per annum of 6% compounded annually. The initial agreement was based upon repayment following a significant capital event — closing of equity or debt financing with total proceeds to the Company of $15 million or more or one year from the agreement date, whichever occurred first. The agreement was amended in August 2018 to extend the repayment timeframe to August 31, 2019. The first payment to repay this loan was made on August 31, 2018 ($1.0 million payment). Additional voluntary payments were being made at the rate of $30,000 per month. In August 2019, the agreement was amended to extend the maturity date to the earlier of August 31, 2020 or the occurrence of a significant capital event, as defined above. In July 2020, the note payable was paid in full.

- Definition

The entire disclosure for information about short-term and long-term debt arrangements, which includes amounts of borrowings under each line of credit, note payable, commercial paper issue, bonds indenture, debenture issue, own-share lending arrangements and any other contractual agreement to repay funds, and about the underlying arrangements, rationale for a classification as long-term, including repayment terms, interest rates, collateral provided, restrictions on use of assets and activities, whether or not in compliance with debt covenants, and other matters important to users of the financial statements, such as the effects of refinancing and noncompliance with debt covenants.

+ References

Reference 1: http://fasb.org/us-gaap/role/ref/legacyRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 470
-URI http://asc.fasb.org/topic&trid=2208564

Reference 2: http://www.xbrl.org/2003/role/disclosureRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 470
-SubTopic 20
-Section 50
-Paragraph 1B
-Subparagraph (h)
-URI http://asc.fasb.org/extlink&oid=123466505&loc=SL123495323-112611

Reference 3: http://www.xbrl.org/2003/role/disclosureRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 470
-SubTopic 20
-Section 50
-Paragraph 1C
-Subparagraph (c)
-URI http://asc.fasb.org/extlink&oid=123466505&loc=SL123495334-112611

Reference 4: http://www.xbrl.org/2003/role/disclosureRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 470
-SubTopic 20
-Section 50
-Paragraph 1I
-Subparagraph (a)
-URI http://asc.fasb.org/extlink&oid=123466505&loc=SL123495371-112611

Reference 5: http://www.xbrl.org/2003/role/disclosureRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 470
-SubTopic 20
-Section 50
-Paragraph 1I
-Subparagraph (d)
-URI http://asc.fasb.org/extlink&oid=123466505&loc=SL123495371-112611

Reference 6: http://www.xbrl.org/2003/role/disclosureRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 235
-SubTopic 10
-Section S99
-Paragraph 1
-Subparagraph (SX 210.4-08(c))
-URI http://asc.fasb.org/extlink&oid=120395691&loc=d3e23780-122690

Reference 7: http://www.xbrl.org/2003/role/disclosureRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 470
-SubTopic 20
-Section 50
-Paragraph 1B
-Subparagraph (g)
-URI http://asc.fasb.org/extlink&oid=123466505&loc=SL123495323-112611

Reference 8: http://www.xbrl.org/2003/role/disclosureRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 470
-SubTopic 20
-Section 50
-Paragraph 1C
-Subparagraph (b)
-URI http://asc.fasb.org/extlink&oid=123466505&loc=SL123495334-112611

Reference 9: http://www.xbrl.org/2003/role/disclosureRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 470
-SubTopic 20
-Section 50
-Paragraph 1C
-Subparagraph (a)
-URI http://asc.fasb.org/extlink&oid=123466505&loc=SL123495334-112611

Reference 10: http://www.xbrl.org/2003/role/disclosureRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 470
-SubTopic 20
-Section 50
-Paragraph 1E
-Subparagraph (b)
-URI http://asc.fasb.org/extlink&oid=123466505&loc=SL123495348-112611

Reference 11: http://www.xbrl.org/2003/role/disclosureRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 470
-SubTopic 20
-Section 50
-Paragraph 1B
-URI http://asc.fasb.org/extlink&oid=123466505&loc=SL123495323-112611

Reference 12: http://www.xbrl.org/2003/role/disclosureRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 470
-SubTopic 20
-Section 50
-Paragraph 1I
-Subparagraph (b)
-URI http://asc.fasb.org/extlink&oid=123466505&loc=SL123495371-112611

Reference 13: http://www.xbrl.org/2003/role/disclosureRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 470
-SubTopic 20
-Section 50
-Paragraph 1B
-Subparagraph (i)
-URI http://asc.fasb.org/extlink&oid=123466505&loc=SL123495323-112611

+ Details

Preferred Stock	12 Months Ended
Preferred Stock	Dec. 31, 2021
Equity [Abstract]
Preferred Stock [Text Block]	(11) Preferred Stock On the Closing Date, pursuant to the Business Combination (as described in Note 4), 17,750,882 outstanding shares of Preferred Stock were automatically converted into 8,259,505 shares of common stock pursuant to the Exchange Ratio. 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, the Company’s Certificate of Incorporation was amended to authorize the Company to issue 50,000,000 shares of preferred stock, of which 6,615,000 shares were designated as Series A preferred stock, 2,525,800 shares were designated as series A-1 preferred stock, 4,039,963 shares were designated as series A-2 preferred stock, 3,333,333 shares were designated as series A-2A preferred stock, and 8,571,429 shares were designated as series B preferred stock. The carrying value of Series A preferred stock was $1 per share, Series A-1 $1.88 per share, Series A-2 & A-2A $3.00 per share, and Series B $3.50 per share. 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 was 1:1. All preferred shares were automatically converted into common shares utilizing the then effective preferred conversion rate upon: a) the closing of the Company’s sale of its common stock in a firm commitment underwritten public offering pursuant to a registration statement under the Securities Act of 1933, covering the sale of the Company’s common stock if gross proceeds are at least $20,000,000 and the Company’s shares have been listed on a stock exchange, as defined; or b) the election of the holders of a majority of the outstanding shares of preferred stock. 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 preferred stock was redeemable at a price equal to $5 per preferred share at the option of the investor at any time during the redemption period, which was scheduled to commence in August 2022 and end in August 2023. As a result of the redemption feature, the Company classified the series A-2A preferred stock as mezzanine equity as of January 1, 2020. However, the redemption feature was terminated during the year ended December 31, 2020, and the series A-2A preferred stock was reclassified from mezzanine equity to permanent equity.

Stock Option Plans

12 Months Ended

Dec. 31, 2021

Share-based Payment Arrangement [Abstract]

Share-based Payment Arrangement [Text Block]

(12) Stock Option Plans

On August 5, 2014, the Company approved a stock option grant plan (the “2014 Equity Incentive Plan”) for employees, directors, and

non-employee

consultants, which provides for the issuance of options to purchase common stock. The total shares authorized under the plan was originally 8,000,000; however, during 2019, the Plan was amended to increase the total shares authorized under the plan to 16,000,000. As a result of the Business Combination, the 2014 Equity Incentive Plan was amended to reduce the shares authorized to 7,444,800 based upon the impact of the Exchange Ratio.

As a result of the Business Combination, the Company adopted the 2021 Omnibus Equity Incentive Plan (hereinafter collectively with the 2014 Equity Incentive Plan referred to as the “Equity Compensation Plans”), representing 11,000,000 shares of common stock reserved for issuance upon exercise of stock options.

Vesting of the stock options is based upon years of service (employment). As of December 31, 2021 and 2020, 3,724,957 and 3,202,354 stock options, respectively, were vested and exercisable. During the year ended December 31, 2021, 12,500 of the vested options were exercised, while as of December 31, 2020,

ne of the vested stock options were exercised. As of December 31, 2021, the aggregate intrinsic value of stock options outstanding was $28.9 million, of which $4.1 million was unvested and $24.8 million was vested and exercisable.

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 and 2020, the Company utilized the following weighted-average assumptions: A risk free interest rate of 0.85% and 0.13%, respectively; expected term of 6.25

ears (both years); expected dividend yield of 0% (both years); and a volatility factor of 92.8% and 106.1%, respectively. There were 328,718 forfeitures and zero expirations during the year ended December 31, 2021. There were no forfeitures or expirations during the year ended 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

. The volatility assumption was determined by examining the historical volatilities for industry peer companies, as the Company does not have sufficient trading history for its common stock. The risk-free interest rate assumption is based on the U.S. Treasury instruments whose term was consistent with the expected term of the options. The dividend assumption is based on the Company’s history and expectation of dividend payouts. The Company has never paid dividends on its common stock and does not anticipate paying dividends on its common stock in the foreseeable future. Therefore, the Company has assumed no dividend yield for purposes of estimating the fair value of the options.

Stock option activity for employees and

non-employees

under the Equity Compensation Plans for the years ended December 31, 2021 and 2020 was as follows:


	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 was approximately $6.6 million and is expected to be recognized within future operating results over a weighted-average period of 2.31 years. As of December 31, 2021, the weighted-average contractual term of the options outstanding was approximately 5.78 years. As of December 31, 2021, the weighted-average contractual term of the vested options was approximately 4.46 years. During the years ended December 31, 2021 and 2020, 461,701 shares and 400,632 shares, respectively, vested.

Stock-based compensation expense for the years ended December 31, 2021 and 2020 was as follows:


	2021		2020
Research and development	$	964,926	$	635,824
General and administrative		1,349,756		659,599

Total	$	2,314,682	$	1,295,423

Fair Value Measurements

12 Months Ended

Dec. 31, 2021

Fair Value Disclosures [Abstract]

Fair Value Measurements

(13) Fair Value Measurements

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 of three levels:

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 active.

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, and indicates the fair value hierarchy of the valuation inputs the Company utilized to determine such fair value:


	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 share of the Company’s common stock at a price of $11.50 per share, subject to adjustment as discussed herein. The Public Warrants became exercisable 30 days after the Closing Date of the Business Combination, and will expire five years after the Closing Date of the Business Combination, at 5:00 p.m., New York City time, or earlier upon redemption or liquidation.

Once the warrants become exercisable, the Company may call the warrants for redemption:

•

in whole and not in part;

•

at a price of $0.01 per warrant;

upon not less than 30 days’ prior written notice of redemption (the

“30-day

redemption period”) to each warrant holder; and

•

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 trading days within a

•

30-trading

day period ending three business days before the Company send the notice of redemption to the warrant holders.

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) the product of the number of shares of common stock underlying the warrants, multiplied by the excess of the “fair market value” (defined below) over the exercise price of the warrants by (y) the fair market value. The “fair market value” shall mean the average reported last sale price of the common stock for the 10 trading days ending on the third trading day prior to the date on which the notice of redemption is sent to the holders of warrants.

As of December 31, 2021, 5,750,000 Public Warrants were outstanding.

Private Placement Warrants

The Private Placement Warrants and the common stock issuable upon the exercise of the Private Placement Warrants were not transferable, assignable or saleable until after the completion of the Company’s Business Combination. Additionally, the Private Placement Warrants will be exercisable on a cashless basis and be

non-redeemable

so long as they are held by the initial purchasers or their permitted transferees. If the Private Placement Warrants are held by someone other than the initial purchasers or their permitted transferees, the Private Placement Warrants will be redeemable by the Company and exercisable by such holders on the same basis as the Public Warrants.

As of December 31, 2021, 208,600 Private Placement Warrants were outstanding.

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

and were presented within warrant liabilities on the consolidated balance sheet as of December 31, 2021. The initial fair value of the warrant liabilities were measured at fair value at the Closing Date, and changes in the fair value of the warrant liabilities were presented within changes in fair value of warrant liabilities in the consolidated statement of operations for the year ended 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 fair value measurement, due to the use of the quoted market price, and the Private Placement Warrants held privately by Big Cypress Holdings LLC, a Delaware limited liability company which acted as the Company’s sponsor in connection with the IPO (the “Sponsor”), were classified as a Level 3 fair value measurement, due to the use of unobservable inputs.

The following table provides a summary of the changes in our Level 3 fair value measurements:


	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.

The key inputs into the valuations as of the Closing Date and December 31, 2021 were as follows:


	(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 and 2020, the Company did not have any other assets or liabilities that are recorded at fair value on a recurring basis.

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.

- Definition

The entire disclosure for the fair value of financial instruments (as defined), including financial assets and financial liabilities (collectively, as defined), and the measurements of those instruments as well as disclosures related to the fair value of non-financial assets and liabilities. Such disclosures about the financial instruments, assets, and liabilities would include: (1) the fair value of the required items together with their carrying amounts (as appropriate); (2) for items for which it is not practicable to estimate fair value, disclosure would include: (a) information pertinent to estimating fair value (including, carrying amount, effective interest rate, and maturity, and (b) the reasons why it is not practicable to estimate fair value; (3) significant concentrations of credit risk including: (a) information about the activity, region, or economic characteristics identifying a concentration, (b) the maximum amount of loss the entity is exposed to based on the gross fair value of the related item, (c) policy for requiring collateral or other security and information as to accessing such collateral or security, and (d) the nature and brief description of such collateral or security; (4) quantitative information about market risks and how such risks are managed; (5) for items measured on both a recurring and nonrecurring basis information regarding the inputs used to develop the fair value measurement; and (6) for items presented in the financial statement for which fair value measurement is elected: (a) information necessary to understand the reasons for the election, (b) discussion of the effect of fair value changes on earnings, (c) a description of [similar groups] items for which the election is made and the relation thereof to the balance sheet, the aggregate carrying value of items included in the balance sheet that are not eligible for the election; (7) all other required (as defined) and desired information.

+ References + Details

Income Taxes

12 Months Ended

Dec. 31, 2021

Income Tax Disclosure [Abstract]

Income Tax Disclosure [Text Block]

(14) Income Taxes

Net deferred tax assets as of December 31, 2021 and 2020 consisted of the following:


	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 that some portion or all of the deferred tax assets will not be realized. The ultimate realization of the deferred tax assets is dependent upon the generation of future taxable income during the periods in which those temporary differences become deductible. Management considers the reversal of deferred tax liabilities, projected future taxable income, and tax planning strategies in making this assessment. Based upon the level of historical losses and the uncertainty of future taxable income over the periods which the Company will realize the benefits of its net deferred tax assets, management believes it is more likely than not that the Company will not fully realize the benefits on the balance of its net deferred tax asset and, accordingly, the Company has established a valuation allowance on its net deferred tax assets. The valuation allowance increased by approximately $2,980,000 and decreased by approximately $4,226,000, respectively, for the years ended December 31, 2021 and 2020.

As of December 31, 2021, the Company had approximately $25,175,483 of federal net operating losses, which were generated after December 31, 2017 and can be carried forward indefinitely under the Tax Cuts and Jobs Act and may generally be used to offset up to 80% of future taxable income.

The Company has historically experienced ownership change(s) pursuant to Section 382 of the Internal Revenue Code (“the Code”) of 1986, as amended, as well as similar state provisions. Utilization of the Company’s net operating loss carryforwards are subject to annual limitation(s) due to historical ownership change(s) that have occurred and may be further restricted in the event future ownership changes occur. These ownership changes may limit the amount of the net operating loss carryover that can be utilized annually to offset future taxable income. In general, an “ownership change”, as defined by Section 382 of the Code results from a transaction or series of transactions over a three-year period resulting in an ownership change of more than 50 percentage points of the outstanding stock of a company by certain stockholders.

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 of being sustained on audit, based on the technical merits of the position. As of December 31, 2021 and 2020, there were no uncertain tax provisions. There was no interest or penalties related to income taxes for the years ended December 31, 2021 and 2020, and there was no accrued interest or penalties associated with uncertain tax positions as of December 31, 2021 and 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 to present. However, to the extent allowed by law, the taxing authorities may have the right to examine the period from 2015 through 2021 where net operating losses were generated and carried forward and make adjustments to the amount of the net operating loss carryforward amount. The Company is not currently under examination by federal or state jurisdictions.

As discussed in Note 10,

Notes Payable

, on March 27, 2020, the CARES Act was enacted in response to the

COVID-19

pandemic. It was determined the CARES Act did not materially impact the Company’s tax provision as of December 31, 2021.

- Definition

The entire disclosure for income taxes. Disclosures may include net deferred tax liability or asset recognized in an enterprise's statement of financial position, net change during the year in the total valuation allowance, approximate tax effect of each type of temporary difference and carryforward that gives rise to a significant portion of deferred tax liabilities and deferred tax assets, utilization of a tax carryback, and tax uncertainties information.

+ References

Reference 1: http://www.xbrl.org/2003/role/disclosureRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 740
-SubTopic 10
-Section 50
-Paragraph 21
-URI http://asc.fasb.org/extlink&oid=121826272&loc=d3e32857-109319

Reference 2: http://www.xbrl.org/2003/role/disclosureRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 740
-SubTopic 10
-Section S99
-Paragraph 2
-Subparagraph (SAB Topic 11.C)
-URI http://asc.fasb.org/extlink&oid=122134291&loc=d3e330215-122817

Reference 3: http://www.xbrl.org/2003/role/disclosureRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 740
-SubTopic 10
-Section 50
-Paragraph 17
-Subparagraph (b)
-URI http://asc.fasb.org/extlink&oid=121826272&loc=d3e32809-109319

Reference 4: http://www.xbrl.org/2003/role/disclosureRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 740
-SubTopic 10
-Section S99
-Paragraph 1
-Subparagraph (SAB TOPIC 6.I.5.Q1)
-URI http://asc.fasb.org/extlink&oid=122134291&loc=d3e330036-122817

Reference 5: http://www.xbrl.org/2003/role/disclosureRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 740
-SubTopic 10
-Section 50
-Paragraph 14
-URI http://asc.fasb.org/extlink&oid=121826272&loc=d3e32705-109319

Reference 6: http://www.xbrl.org/2003/role/disclosureRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 740
-SubTopic 270
-Section 50
-Paragraph 1
-URI http://asc.fasb.org/extlink&oid=6424409&loc=d3e44925-109338

Reference 7: http://www.xbrl.org/2003/role/disclosureRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 740
-URI http://asc.fasb.org/topic&trid=2144680

Reference 8: http://www.xbrl.org/2003/role/disclosureRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 740
-SubTopic 30
-Section 50
-Paragraph 2
-Subparagraph (a)
-URI http://asc.fasb.org/extlink&oid=6424122&loc=d3e41874-109331

Reference 9: http://www.xbrl.org/2003/role/disclosureRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 235
-SubTopic 10
-Section S99
-Paragraph 1
-Subparagraph (SX 210.4-08(h)(2))
-URI http://asc.fasb.org/extlink&oid=120395691&loc=d3e23780-122690

+ Details

Related Party Transactions

12 Months Ended

Dec. 31, 2021

(15) Related Party Transactions

For the years ended December 31, 2021 and 2020, the Company paid consulting fees to a board member, Christine Hamilton, who is also an owner, of $25,000 and $25,000, respectively. As of December 31, 2021 and 2020, there was $6,250 (both years) in accrued board member fees for this related party.

For the year ended December 31, 2020, the Company paid Network Plus, LLC (owner is the spouse of an employee) approximately $19,000 for IT assistance and computer setups. The spouse became an employee of the Company in July 2020, and there was no further activity with this vendor.

For the years ended December 31, 2021 and 2020, the Company made lease payments to Dakota Ag Properties of $435,000 and $401,000, respectively. Dakota Ag Investments (part of Dakota Ag Properties) is a shareholder and owner of the Company.

For the years ended December 31, 2021 and 2020, not including lease payments, the Company made lab supply payments to Sanford Health (which is a shareholder of the Company) totaling approximately $108,000 and $152,000, respectively. The Company had no related party payables with Sanford Health as of December 31, 2021, and $10,000 of related party payables with Sanford Health as of December 31, 2020.

As discussed in Note 10,

Notes Payable

, on February 24, 2016, the Company entered into a loan agreement with CLC for a $3.0 million revolving line of credit secured by a blanket security interest in the assets of the Company. The principal owners of CLC are owners, members of the board of directors, and former employees of the Company. In July 2020, the note payable was paid in full. Please refer to Note 10,

Notes Payable

, for additional information.

Employee Benefit Plan	12 Months Ended
Employee Benefit Plan	Dec. 31, 2021
Retirement Benefits [Abstract]
Defined Benefit Plan [Text Block]	(16) Employee Benefit Plan 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(k) of the Internal Revenue Code of 1986, as amended, and provides for Company matching contributions. The Company’s contributions to the plan are determined by its Board of Directors, subject to certain minimum requirements specified in the plan. For the years ended December 31, 2021 and 2020 the Company made matching contributions of 100% on 3% of the employee contributions, with an additional 50% match on the next 2% of employee contributions, resulting in approximately $325,000 and $188,000, respectively, of matching contributions paid by the Company.

Commitments and Contingencies	12 Months Ended
Commitments and Contingencies	Dec. 31, 2021
Commitments and Contingencies Disclosure [Abstract]
Commitments and Contingencies Disclosure [Text Block]	(17) Commitments and Contingencies The Company is not a party to any litigation, and, to its best knowledge, no action, suit or proceeding has been threatened against the Company which are expected to have a material adverse effect on its financial condition, results of operations or liquidity.

Joint Development Agreement	12 Months Ended
Joint Development Agreement	Dec. 31, 2021
Joint Development Agreement
Joint Development Agreement	(18) Joint Development Agreement In June 2019, the Company entered into a joint development agreement with the University of South Dakota Research Park, Inc. (“USDRP”) for the construction of a multi-tenant office building and a manufacturing building. Pursuant to the agreement, the Company also entered into a lease agreement for 41,195 square feet of leasable area located in the building. The lease will commence upon completion of the building for an initial term of 12 years at a monthly payment of approximately $118,000. Aurochs, LLC, a wholly owned subsidiary, was founded to manage the construction funds for this project. All pre-construction costs up to a budgeted $2.7 million were paid directly by the Company and reimbursed by USDRP. As of December 31, 2021 and 2020, USDRP has spent approximately $2.12 million in design costs for this facility, with approximately $580,000 of the $2.7 million budget remaining. There were no receivables or payables for this project as of December 31, 2021 and 2020. USDRP and the Company intend to secure outside funding for all expenses incurred after the pre-construction phase. If funding cannot be secured to finance the construction of this facility, the Company will not be required to refund any of the design costs incurred to date. Due to the work around SARS-2 and the JPEO contract (please refer to Note 5, Revenue , for additional information), this project is on hold as the Company focuses on development of our current internal manufacturing capabilities and completion of the JPEO contract work which will continue through the end of 2022.

Subsequent Events	12 Months Ended
Subsequent Events	Dec. 31, 2021
Subsequent Events [Abstract]
Subsequent Events [Text Block]	(19) Subsequent Events In January 2022, the Company received a final settlement notice related to the Forward Share Purchase Agreement. In conjunction with the final settlement, the Company repurchased 546,658 shares of common stock from Radcliffe at the Market Sales Price. The Company settled the repurchase with $5.5 million of the total $6.3 million held in restricted cash as of December 31, 2021, with the remaining balance of $0.8 million released to the Company. As a result of the final settlement transaction, the forward share purchase liability was reduced to zero. On March 28, 2022, the Company entered into a Third Amendment to the Amended and Restated Lease Agreement with Sanford. The Third Amendment, among other things, provides for the least by the Company from Sanford of an additional 4,035 square feet of storage, laboratory and office space. The Third Amendment modifies the rent due under the Sanford Lease Agreement to $25.27 per square foot, or $841,061 due on an annual basis ($70,088 due on a monthly basis), until increased pursuant to the terms of the Sanford Lease Agreement. The associated amendment was retroactively applied to October 2021, and accounted for under ASC 842 as a separate right-of-use asset. The consolidated financial statements and Note 8, Leases , include the relevant adjustments for the Third Amendment.

Summary of Significant Accounting Policies (Policies)

12 Months Ended

Dec. 31, 2021

Accounting Policies [Abstract]

Basis of presentation

•

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.

one-to-one

Emerging Growth Company Status

Emerging growth company status

non-emerging

Consolidation, Policy [Policy Text Block]

Principles of consolidation

Significant risks and uncertainties

Use of Estimates, Policy [Policy Text Block]

Use of estimates

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 days or less.

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 and 2020 was as follows:


	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

Concentration Risk, Credit Risk, Policy [Policy Text Block]

Concentration of credit risk

non-government

organization during the years ended December 31, 2021 and 2020, respectively.

Lessee, Leases [Policy Text Block]

Lease liabilities and

right-of-use

assets

Leases

(“ASC 842”). In accordance with ASC 842, the Company recorded

right-of-use

assets and related lease liabilities for the present value of the lease payments over the lease terms. The Company’s IBR was used in the calculation of its

right-of-use

assets and lease liabilities.

Research and Development Expense, Policy [Policy Text Block]

Research and development expenses

SAB-185,

the CRO has been contracted and paid by the US government. For

SAB-176,

SAB-176.

Equipment

The Company records equipment at cost less depreciation. Depreciation is calculated using straight-line methods over the following estimated useful lives:


Animal facility equipment		7 years
Laboratory equipment		7 years
Leasehold improvements		Shorter of asset life or lease term
Office furniture & equipment		5 years
Vehicles		5 years

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

Stock-based compensation

FASB ASC Topic 718,

Compensation — Stock Compensation

, prescribes accounting and reporting standards for all share-based payment transactions in which employee and

non-employee

Income Tax, Policy [Policy Text Block]

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.

Not-for-Profit

Entities

, and that the grants are not within the scope of ASC 606,

Revenue from Contracts with Customers

Comprehensive income (loss)

The Company had no items of comprehensive income (loss) other than its net income (loss).

Litigation

Earnings per share

In accordance with ASC 260,

Earnings per Share

Segment Reporting, Policy [Policy Text Block]

Segment reporting

In accordance with ASC 280,

Segment Reporting

Common stock valuations

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.

Summary of Significant Accounting Policies (Tables)

12 Months Ended

Dec. 31, 2021

Accounting Policies [Abstract]

Schedule of Estimated Useful Lives

The Company records equipment at cost less depreciation. Depreciation is calculated using straight-line methods over the following estimated useful lives:


Animal facility equipment		7 years
Laboratory equipment		7 years
Leasehold improvements		Shorter of asset life or lease term
Office furniture & equipment		5 years
Vehicles		5 years

Schedule of Reconciliation of Cash, Cash Equivalents, and Restricted Cash

The reconciliation of cash, cash equivalents, and restricted cash as of the years ended December 31, 2021 and 2020 was as follows:


	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

Reverse Recapitalization and Business Combination (Tables)

12 Months Ended

Dec. 31, 2021

Business Combination and Asset Acquisition [Abstract]

Reconciliation of Business Combination to Consolidated Statement of Cash Flows

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

Reconciliation of Changes in Redeemable Preferred Stock and Stockholders' Equity (Deficit)


	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

Summary of Number of Shares of Common Stock Issued Immediately Following Consummation of Business Combination

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

Schedule of Allocated Assets Acquired and Liabilities Assumed

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

Earnings per share (Tables)

12 Months Ended

Dec. 31, 2021

Earnings Per Share [Abstract]

Summary of Anti-dilutive Shares Excluded from Calculation of Diluted Net Loss per Share


	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 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.

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

Schedule of Reconciliation of Weighted Average Common Shares Outstanding


	Year Ended December 31, 2020
Weighted-average common shares outstanding – basic		25,391,084
Stock options		1,620,398

Total		27,011,482

Equipment (Tables)

12 Months Ended

Dec. 31, 2021

Property, Plant and Equipment [Line Items]

Property, Plant and Equipment [Table Text Block]

As of December 31, 2021 and 2020, the Company’s equipment was as follows:


	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 [Member]

Property, Plant and Equipment [Line Items]

Property, Plant and Equipment [Table Text Block]

The Company has several ongoing construction projects related to the expansion of its operating capacity. As of December 31, 2021 and 2020, the Company’s

construction-in-progress

was as follows:


	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

Leases (Tables)

12 Months Ended

Dec. 31, 2021

Leases [Abstract]

Estimated Useful Lives of Finance Lease Assets

The following is the estimated useful lives of the finance lease assets:


Animal Facility		40 years
Equipment		3–7 years
Land		Indefinite

Schedule of Operating and Finance Leases Discount Rate

The Company’s weighted-average remaining lease term and weighted-average discount rate for operating and finance leases as of December 31, 2021 are:


	Operating			Finance
Weighted-average remaining lease term		2.44 years			16.80 years
Weighted-average discount rate		4.58	%		7.71	%

Schedule of Undiscounted Future Minimum Lease Payments

The table below reconciles the undiscounted future minimum lease payments under

non-cancelable

leases with terms of more than one year to the total lease liabilities recognized on the consolidated balance sheet as of 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

Accrued Expenses and Other Current Liabilities (Tables)

12 Months Ended

Dec. 31, 2021

Payables and Accruals [Abstract]

Schedule of Accrued Expenses and Other Current Liabilities

As of December 31, 2021 and 2020, accrued expenses and other current liabilities consisted of the following:


	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

Notes Payable (Tables)

12 Months Ended

Dec. 31, 2021

Debt Disclosure [Abstract]

Schedule of Debt [Table Text Block]

As of December 31, 2021 and 2020, notes payable was as follows:


	2021		2020
Tractor loan	$	25,013	$	49,156
PPP loan		—		661,612

Total notes payable		25,013		710,768
Less: notes payable – current portion		25,013		538,731

Notes payable, noncurrent	$	—	$	172,037

Stock Option Plans (Tables)

12 Months Ended

Dec. 31, 2021

Share-based Payment Arrangement [Abstract]

Summary of Stock Options

Stock option activity for employees and

non-employees

under the Equity Compensation Plans for the years ended December 31, 2021 and 2020 was as follows:


	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

Schedule of Share Based Compensation Expense

Stock-based compensation expense for the years ended December 31, 2021 and 2020 was as follows:


	2021		2020
Research and development	$	964,926	$	635,824
General and administrative		1,349,756		659,599

Total	$	2,314,682	$	1,295,423

Fair Value Measurements (Tables)

12 Months Ended

Dec. 31, 2021

Fair Value Disclosures [Abstract]

Schedule of Fair Value, Assets and Liabilities Measured on Recurring Basis


	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

Schedule of Change in Fair Value Instruments

The following table provides a summary of the changes in our Level 3 fair value measurements:


	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

Schedule of key Inputs into Monte Carlo simulation

The key inputs into the valuations as of the Closing Date and December 31, 2021 were as follows:


	(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

Income Taxes (Tables)

12 Months Ended

Dec. 31, 2021

Income Tax Disclosure [Abstract]

Schedule of Deferred Tax Assets and Liabilities [Table Text Block]

Net deferred tax assets as of December 31, 2021 and 2020 consisted of the following:


	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]

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		—	%

	$	—		—	%	$	—		—	%

Summary of Significant Accounting Policies (Details Narrative)		12 Months Ended
	Oct. 22, 2021 $ / shares shares	Dec. 31, 2021 USD ($) Segment $ / shares	Dec. 31, 2020 USD ($) $ / shares
Product Information [Line Items]
Allowance for doubtful accounts \| $		$ 0	$ 0
Common stock par value \| $ / shares		$ 0.0001	$ 0.0001
Number of reporting segments \| Segment		1
Contract Research Organizations [Member]
Product Information [Line Items]
Goods standing percentage		90.00%
HVIVI Services [Member]
Product Information [Line Items]
Goods standing percentage		90.00%
Government [Member]
Product Information [Line Items]
Revenue percentage		100.00%	96.00%
Non Government [Member]
Product Information [Line Items]
Revenue percentage		0.00%	4.00%
Big Cypress Acquisition Corp [Member]
Product Information [Line Items]
Common stock par value \| $ / shares	$ 0.0001
Preferred stock to common stock exchange ratio	0.4653
Number of common shares issued for each share of convertible preferred \| shares	1
Sale of stock, number of shares issued in transaction \| shares	36,465,343

Schedule of Reconciliation of Cash, Cash Equivalents, and Restricted Cash (Details) - USD ($)	Dec. 31, 2021	Dec. 31, 2020	Dec. 31, 2019
Accounting Policies [Abstract]
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	$ 6,345,969

Schedule of Estimated Useful Lives (Details)	12 Months Ended
Schedule of Estimated Useful Lives (Details)	Dec. 31, 2021
Property, Plant and Equipment [Line Items]
Equipment useful life	3 years
Animal Facility Equipment [Member]
Property, Plant and Equipment [Line Items]
Equipment useful life	7 years
Laboratory Equipment [Member]
Property, Plant and Equipment [Line Items]
Equipment useful life	7 years
Leasehold Improvements [Member]
Property, Plant and Equipment [Line Items]
Property, Plant and Equipment, Depreciation Methods	Shorter of asset life or lease term
Office Furniture and Equipment [Member]
Property, Plant and Equipment [Line Items]
Equipment useful life	5 years
Vehicles [Member]
Property, Plant and Equipment [Line Items]
Equipment useful life	5 years

New Accounting Standards (Details Narrative)	Dec. 31, 2021
ASU 2019-12 [Member]
New Accounting Pronouncements or Change in Accounting Principle [Line Items]
Change in Accounting Principle, Accounting Standards Update, Adopted [true false]	true
Change in Accounting Principle, Accounting Standards Update, Adoption Date	Jan. 01, 2021
Change in Accounting Principle, Accounting Standards Update, Immaterial Effect [true false]	true
ASU 2020-06 [Member]
New Accounting Pronouncements or Change in Accounting Principle [Line Items]
Change in Accounting Principle, Accounting Standards Update, Adopted [true false]	true
Change in Accounting Principle, Accounting Standards Update, Adoption Date	Jan. 01, 2021
Change in Accounting Principle, Accounting Standards Update, Immaterial Effect [true false]	true

- Definition

Indicates (true false) whether accounting standards update was adopted.

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- Definition

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+ Details

Reverse Recapitalization and Business Combination (Details Narrative) - USD ($)			12 Months Ended
	Oct. 22, 2021	Oct. 12, 2021	Dec. 31, 2021	Dec. 31, 2020
Business Acquisition [Line Items]
Common stock par value			$ 0.0001	$ 0.0001
Percentage of earn out shares to be released	25.00%
Period to issue earn out shares immediately closing of acquisition	5 years
Threshold VWAP	$ 30.00
Net assets acquired and adjusted to forward share purchase liability		$ 13,098,599	$ 6,338,306
First Earnout [Member]
Business Acquisition [Line Items]
Percentage of earn out shares to be released	25.00%
Period to issue earn out shares immediately closing of acquisition	5 years
Threshold VWAP	$ 15.00
Threshold VWAP trading days	20 days
Threshold VWAP consecutive trading days	30 days
Second Earnouts [Member]
Business Acquisition [Line Items]
Percentage of earn out shares to be released	25.00%
Period to issue earn out shares immediately closing of acquisition	5 years
Threshold VWAP	$ 20.00
Threshold VWAP trading days	20 days
Threshold VWAP consecutive trading days	30 days
Third Earnouts [Member]
Business Acquisition [Line Items]
Percentage of earn out shares to be released	25.00%
Period to issue earn out shares immediately closing of acquisition	5 years
Threshold VWAP	$ 25.00
Threshold VWAP trading days	20 days
Threshold VWAP consecutive trading days	30 days
Fourth Earnouts [Member]
Business Acquisition [Line Items]
Threshold VWAP trading days	20 days
Threshold VWAP consecutive trading days	30 days
Forward Share Purchase Agreement [Member]
Business Acquisition [Line Items]
Sale of stock, number of shares issued in transaction		1,390,000
Sale of stock, price per share		$ 10.10
Sale of stock description			Further, BCYP shall purchase the remaining shares held by Radcliffe not sold in the open market in excess of the Market Sales Price at the later of (a) the 90th day after the closing of the Business Combination, or (b) the first business day following the 95th day after the closing of the Business Combination if BCYP directs Radcliffe to sell shares
Common stock shares held		1,296,891
Big Cypress Acquisition Corp [Member]
Business Acquisition [Line Items]
Number of shares issued or issuable to acquire entity	36,465,343
Common stock par value	$ 0.0001
VWAP threshold period for earn out shares	5 years
Big Cypress Acquisition Corp [Member] \| Common Stock [Member]
Business Acquisition [Line Items]
VWAP threshold period for earn out shares	5 years
Contingent right to receive pro rate portion of earn out shares	12,000,000
Contingent right earn out shares contingently issuable upon future satisfaction	1,508,063
Contingent right earn out shares, outstanding	10,491,937
Contingent right to receive pro rate portion of earn out shares, fair value	$ 101,300,000

Reconciliation of Business Combination to Consolidated Statement of Cash Flows (Details)	12 Months Ended
	Dec. 31, 2021 USD ($)
Condensed Cash Flow Statements, Captions [Line Items]
Total	$ 34,340,225
Big Cypress Acquisition Corp [Member]
Condensed Cash Flow Statements, Captions [Line Items]
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

Reconciliation of Changes in Redeemable Preferred Stock and Stockholders' Equity (Deficit) (Details) - USD ($)	Dec. 31, 2021	Dec. 31, 2020	Dec. 31, 2019
Total stockholders' equity	$ (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: non-cash net working capital assumed from BCYP	(5,067,682)
Less: transaction costs allocated to the Company's equity	(13,098,599)
Less: transaction costs allocated to the Company's equity	(6,569,062)
Less: transaction costs allocated to the Company's equity	(3,294,096)
Total stockholders' equity	$ 7,604,883

- Definition

Total of all stockholders' equity (deficit) items, net of receivables from officers, directors, owners, and affiliates of the entity which are attributable to the parent. The amount of the economic entity's stockholders' equity attributable to the parent excludes the amount of stockholders' equity which is allocable to that ownership interest in subsidiary equity which is not attributable to the parent (noncontrolling interest, minority interest). This excludes temporary equity and is sometimes called permanent equity.

+ References

Reference 1: http://www.xbrl.org/2009/role/commonPracticeRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 235
-SubTopic 10
-Section S99
-Paragraph 1
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-Name Accounting Standards Codification
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-Paragraph 2
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-Paragraph 3
-Subparagraph (c)
-URI http://asc.fasb.org/extlink&oid=114001798&loc=d3e33918-111571

+ Details

Summary of Number of Shares of Common Stock Issued Immediately Following Consummation of Business Combination (Details) - Big Cypress Acquisition Corp [Member]	Dec. 31, 2021 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 Allocated Assets Acquired and Liabilities Assumed (Details) - Big Cypress Acquisition Corp [Member]	Dec. 31, 2021 USD ($)
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

Revenue (Details Narrative) - USD ($)	12 Months Ended		24 Months Ended		48 Months Ended
Revenue (Details Narrative) - USD ($)	Dec. 31, 2021	Dec. 31, 2020	Aug. 31, 2021	Mar. 31, 2021	Jul. 31, 2021
Disaggregation of Revenue [Line Items]
Research and development cost	$ 57,183,589	$ 27,908,659
Offset cost	12,000,000
Government [Member]
Disaggregation of Revenue [Line Items]
Revenue	60,900,000	52,800,000
Cost of Revenue				$ 1,500,000
Nonoperating Income (Expense)	51,000	99,000
Remaining grant	823,000
Contract cost	$ 204,000,000
Revenue, Remaining Performance Obligation, Percentage	9.00%
Revenue, Remaining Performance Obligation, Amount		12,000,000
Research and development cost	$ 0
Government [Member] \| National Institute of Health [Member]
Disaggregation of Revenue [Line Items]
Cost of Revenue			$ 1,400,000
Nonoperating Income (Expense)	518,000	228,000
Remaining grant	203,000
Government [Member] \| Geneva Foundation [Member]
Disaggregation of Revenue [Line Items]
Cost of Revenue					$ 2,700,000
Nonoperating Income (Expense)	94,000	351,000
Remaining grant	1,500,000
Government [Member] \| Advanced Technology International [Member]
Disaggregation of Revenue [Line Items]
Cost of Revenue	25,000,000
Nonoperating Income (Expense)	60,200,000	52,100,000
Remaining grant	89,200,000
Non Government [Member]
Disaggregation of Revenue [Line Items]
Revenue	$ 0	2,400,000
Non Government [Member] \| CSL Behring [Member]
Disaggregation of Revenue [Line Items]
Deposit Contracts, Description of Liability Contracts	there were three contracts for a combined $2.4 million that were started and completed in 2020.
Document Description	These contracts were related to research and development for a COVID-19 therapeutic ($2 million) and two other targets ($400,000).
Grant revenue		2,400,000
Non Government [Member] \| Research And Development [Member] \| CSL Behring [Member]
Disaggregation of Revenue [Line Items]
Grant revenue		2,000,000
Non Government [Member] \| Other Targets [Member] \| CSL Behring [Member]
Disaggregation of Revenue [Line Items]
Grant revenue		$ 400,000

Earnings per share (Details Narrative)	Oct. 22, 2021 shares
Big Cypress Acquisition Corp [Member]
Earnings Per Share, Basic, by Common Class, Including Two Class Method [Line Items]
Shares received in exchange for all of its share capital	36,465,343

Schedule of Earnings per Share (Details) - USD ($)	12 Months Ended
Schedule of Earnings per Share (Details) - USD ($)	Dec. 31, 2021	Dec. 31, 2020
Earnings Per Share [Abstract]
Net loss attributable to the Company's shareholders	$ (17,144,531)	$ 20,117,773
Weighted-average common shares outstanding-basic and diluted	27,339,180
Net loss per common share, basic and diluted	$ (0.63)
Net income attributable to the Company's shareholders		$ 20,117,773
Weighted-average common shares outstanding – basic	27,339,180	25,391,084
Net earnings per share, basic	$ (0.63)	$ 0.79
Net income attributable to the Company's shareholders		$ 20,117,773
Weighted-average common shares outstanding-diluted	27,339,180	27,011,482
Net earnings per share, diluted	$ (0.63)	$ 0.74

Summary of Anti-dilutive Shares Excluded from Calculation of Diluted Net Loss per Share (Details)	12 Months Ended
	Dec. 31, 2021 shares
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items]
Antidilutive securities excluded from computation of earnings per share, Total	21,683,557
Stock Options [Member]
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items]
Antidilutive securities excluded from computation of earnings per share, Total	3,724,957
Common Stock Warrants [Member]
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items]
Antidilutive securities excluded from computation of earnings per share, Total	5,958,600
Earnout Shares [Member]
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items]
Antidilutive securities excluded from computation of earnings per share, Total	10,491,937
Contingently Issuable Earnout Shares from Unexercised Rollover Options [Member]
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items]
Antidilutive securities excluded from computation of earnings per share, Total	1,508,063

Schedule of Reconciliation of Weighted Average Common Shares Outstanding (Details) - shares	12 Months Ended
	Dec. 31, 2021	Dec. 31, 2020
Weighted Average Number of Shares Outstanding Reconciliation [Abstract]
Weighted-average common shares outstanding – basic	27,339,180	25,391,084
Stock options		1,620,398
Total	27,339,180	27,011,482

Schedule of Equipment (Details) - USD ($)	Dec. 31, 2021	Dec. 31, 2020
Property, Plant and Equipment [Line Items]
Accumulated Depreciation, Depletion and Amortization, Property, Plant, and Equipment	$ 3,220,016	$ 1,767,186
Property, plant and equipment net	24,314,455	14,845,470
Laboratory Equipment [Member]
Property, Plant and Equipment [Line Items]
Property, Plant and Equipment, Gross	7,431,988	5,205,346
Animal Facility [Member]
Property, Plant and Equipment [Line Items]
Property, Plant and Equipment, Gross	8,357,667	3,371,125
Animal Facility Equipment [Member]
Property, Plant and Equipment [Line Items]
Property, Plant and Equipment, Gross	1,253,879	1,003,629
Construction in Progress [Member]
Property, Plant and Equipment [Line Items]
Property, Plant and Equipment, Gross	4,608,778	6,729,673
Leasehold Improvements [Member]
Property, Plant and Equipment [Line Items]
Property, Plant and Equipment, Gross	5,700,364	185,971
Vehicles [Member]
Property, Plant and Equipment [Line Items]
Property, Plant and Equipment, Gross	135,593	96,693
Office Furniture and Equipment [Member]
Property, Plant and Equipment [Line Items]
Property, Plant and Equipment, Gross	$ 46,202	$ 20,219

Equipment (Details Narrative) - USD ($)	12 Months Ended
Equipment (Details Narrative) - USD ($)	Dec. 31, 2021	Dec. 31, 2020
Property, Plant and Equipment [Abstract]
Depreciation and amortization expense	$ 1,488,614	$ 383,142
Property, Plant and Equipment, Useful Life	3 years
Acquisition Costs, Period Cost	$ 5,000

Schedule of Construction-in-Progress (Details) - USD ($)	Dec. 31, 2021	Dec. 31, 2020
Property, Plant and Equipment [Line Items]
Construction in Progress, Gross	$ 4,608,778	$ 6,729,673
Construction in Progress [Member] \| 200L Commercial Facility [Member]
Property, Plant and Equipment [Line Items]
Construction in Progress, Gross		4,148,113
Construction in Progress [Member] \| 200L Commercial Facility Equipment [Member]
Property, Plant and Equipment [Line Items]
Construction in Progress, Gross		486,381
Construction in Progress [Member] \| New Animal Barn [Member]
Property, Plant and Equipment [Line Items]
Construction in Progress, Gross		1,551,167
Construction in Progress [Member] \| New Office Space [Member]
Property, Plant and Equipment [Line Items]
Construction in Progress, Gross	11,183	477,907
Construction in Progress [Member] \| Laboratory Space [Member]
Property, Plant and Equipment [Line Items]
Construction in Progress, Gross	2,506,482
Construction in Progress [Member] \| Lab Equipment [Member]
Property, Plant and Equipment [Line Items]
Construction in Progress, Gross	246,801
Construction in Progress [Member] \| IT Equipment for New Office Space [Member]
Property, Plant and Equipment [Line Items]
Construction in Progress, Gross	212,209
Construction in Progress [Member] \| Software [Member]
Property, Plant and Equipment [Line Items]
Construction in Progress, Gross	137,811
Construction in Progress [Member] \| Bioreactors [Member]
Property, Plant and Equipment [Line Items]
Construction in Progress, Gross	1,280,728
Construction in Progress [Member] \| Other [Member]
Property, Plant and Equipment [Line Items]
Construction in Progress, Gross	$ 213,564	$ 66,105

Leases (Details Narrative)	1 Months Ended			12 Months Ended
Leases (Details Narrative)	Mar. 31, 2019 USD ($) Agreement	Dec. 31, 2018 USD ($) gal	Jul. 31, 2018 USD ($)	Dec. 31, 2021 USD ($) Period	Dec. 31, 2020 USD ($)
Lessee, Lease, Description [Line Items]
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
Finance lease cash payments				$ 491,000	491,000
Ruby Cell Analyzer [Member]
Lessee, Lease, Description [Line Items]
Finance lease cash payments			$ 807
Finance lease term			5 years
Finance lease incorporation period			2018-07
Payments for Purchase of Other Assets			$ 1
Dakota Ag Properties [Member]
Lessee, Lease, Description [Line Items]
Finance lease cash payments		$ 33,458
Lessee finance lease interest rate		8.00%
Finance lease term		20 years
Finance lease incorporation period		2018-12
Sale Leaseback Transaction, Historical Cost		$ 4,000,000
Equipment [Member]
Lessee, Lease, Description [Line Items]
Finance lease propane tank volume \| gal		12,000
Finance lease cash payments		$ 8,199
Finance lease term		5 years
Finance lease incorporation period		2018-12
Laboratory Equipment [Member]
Lessee, Lease, Description [Line Items]
Finance lease cash payments	$ 5,956
Finance lease term	3 years
Finance lease incorporation period	2019-03
Payments for Purchase of Other Assets	$ 1
Number of lease agreements \| Agreement	2
Lab Space [Member]
Lessee, Lease, Description [Line Items]
Operating lease commencement period				2014-06
Operating lease expired period				2019-06
Operating lease amended expired period				2024-08
Lessee, Operating Lease, Existence of Option to Extend [true false]				false
Operating lease payments per month				$ 66,993
Lessee, Operating Lease, Option to Terminate				This lease can be terminated with one year advance written notice.
Lessee, Operating Lease, Discount Rate				4.54%
Office, Laboratory, and Warehouse [Member]
Lessee, Lease, Description [Line Items]
Operating lease commencement period				2020-11
Lessee, Operating Lease, Existence of Option to Extend [true false]				false
Operating lease number of option to extended additional period \| Period				3
Operating lease option to extended additional period				3 years
Lessee, Operating Lease, Discount Rate				4.69%
Lessee, Operating Lease, Term of Contract				3 years
Lease cost per month				$ 36,125
Barn Space [Member]
Lessee, Lease, Description [Line Items]
Operating lease commencement period				2020-04
Lessee, Operating Lease, Discount Rate				4.08%
Lessee, Operating Lease, Term of Contract				2 years
Lease cost per month				$ 678	665
Research and Development Expense [Member]
Lessee, Lease, Description [Line Items]
Operating Lease, Expense				$ 1,083,000	$ 710,000

Leases - Estimated Useful Lives of Finance Lease Assets (Details)	12 Months Ended
	Dec. 31, 2021
Lessee, Lease, Description [Line Items]
Estimated useful lives of the finance lease assets	3 years
Animal Facilty [Member]
Lessee, Lease, Description [Line Items]
Estimated useful lives of the finance lease assets	40 years
Equipment [Member]
Lessee, Lease, Description [Line Items]
Estimated useful lives of the finance lease assets	7 years
Equipment [Member] \| Minimum [Member]
Lessee, Lease, Description [Line Items]
Estimated useful lives of the finance lease assets	3 years
Equipment [Member] \| Maximum [Member]
Lessee, Lease, Description [Line Items]
Estimated useful lives of the finance lease assets	7 years
Land [Member]
Lessee, Lease, Description [Line Items]
Estimated useful lives of the finance lease assets	Indefinite

Leases - Schedule of Operating and Finance Leases Discount Rate (Details)	Dec. 31, 2021
Leases [Abstract]
Operating Lease, Weighted Average Remaining Lease Term	2 years 5 months 8 days
Finance Lease, Weighted Average Remaining Lease Term	16 years 9 months 18 days
Operating Lease, Weighted Average Discount Rate, Percent	4.58%
Finance Lease, Weighted Average Discount Rate, Percent	7.71%

Leases - Schedule of Undiscounted Future Minimum Lease Payments (Details) - USD ($)	Dec. 31, 2021	Dec. 31, 2020
Operating Lease
2022	$ 1,240,333
2023	1,169,559
2024	535,943
2025	0
Undiscounted future minimum lease payments	2,945,835
Less: Amount representing interest payments	(150,237)
Total lease liabilities	2,795,598
Less current portion	(1,142,413)	$ (924,265)
Noncurrent lease liabilities	1,653,185	2,372,777
Finance Lease
2022	444,928
2023	406,339
2024	401,496
2025	401,496
2026	401,496
Thereafter	4,784,494
Undiscounted future minimum lease payments	6,840,249
Less: Amount representing interest payments	(2,916,769)
Total lease liabilities	3,923,480
Less current portion	(161,050)	(194,717)
Noncurrent lease liabilities	$ 3,762,430	$ 3,923,554

Schedule of Accrued Expenses and Other Current Liabilities (Details) - USD ($)	Dec. 31, 2021	Dec. 31, 2020
Payables and Accruals [Abstract]
Accrued Vacation, Current	$ 552,629	$ 438,936
Accrued Payroll Taxes, Current	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 Liabilities, Current	283,909	90,982
Total	$ 12,455,888	$ 1,904,878

Schedule of Notes Payable (Details) - USD ($)	Dec. 31, 2021	Dec. 31, 2020
Short-term Debt [Line Items]
Total notes payable	$ 25,013	$ 710,768
Less: notes payable - current portion	25,013	538,731
Notes payable, noncurrent		172,037
Tractor Loan [Member]
Short-term Debt [Line Items]
Total notes payable	$ 25,013	49,156
PPP Loan [Member]
Short-term Debt [Line Items]
Total notes payable		$ 661,612

Notes Payable (Details Narrative) - USD ($)		1 Months Ended	12 Months Ended
Notes Payable (Details Narrative) - USD ($)	Nov. 15, 2017	Apr. 30, 2020	Dec. 31, 2021	Dec. 31, 2017	Dec. 31, 2020
Short-term Debt [Line Items]
Loans Payable to Bank	$ 18,997
Term of agreement	4 years
Debt Instrument, Periodic Payment	$ 440
Gain on extinguishment of debt			$ 665,596
Tractor [Member]
Short-term Debt [Line Items]
Debt Instrument, Interest Rate, Stated Percentage				3.60%
Loans Payable			25,013		$ 49,156
Debt Instrument, Periodic Payment				$ 25,913
Payments for Purchase of Other Assets				$ 116,661
PPP Loan [Member]
Short-term Debt [Line Items]
Debt Instrument, Interest Rate, Stated Percentage		1.00%
Proceeds from Bank Debt		$ 661,612
Debt instrument maturity month and year		2022-04
Gain on extinguishment of debt			$ 665,596

Preferred Stock (Details Narrative) - USD ($)	12 Months Ended
Preferred Stock (Details Narrative) - USD ($)	Dec. 31, 2021	Dec. 31, 2020	Oct. 22, 2021	Oct. 21, 2021	Sep. 30, 2019	Aug. 31, 2019
Class of Stock [Line Items]
Shares authorized	10,000,000	10,000,000	10,000,000			50,000,000
Preferred Stock, Par or Stated Value Per Share	$ 0.0001	$ 0.0001	$ 0.0001
Preferred Stock, Shares Outstanding	0	0		17,750,882	8,000,000
Preferred stock converted into common stock			8,259,505
Preferred Stock, Convertible, Terms	The effective conversion rate as of December 31, 2020 was 1:1.
Gross proceed		$ 9,900,206
Common Stock [Member]
Class of Stock [Line Items]
Gross proceed	$ 20,000,000
Series A Preferred Stock [Member]
Class of Stock [Line Items]
Shares authorized						6,615,000
Preferred Stock, Par or Stated Value Per Share						$ 1
Series A-1 Preferred Stock [Member]
Class of Stock [Line Items]
Shares authorized						2,525,800
Preferred Stock, Par or Stated Value Per Share						$ 1.88
Series A-2 Preferred Stock [Member]
Class of Stock [Line Items]
Shares authorized						4,039,963
Preferred Stock, Par or Stated Value Per Share						$ 3.00
Series A-2A Preferred Stock [Member]
Class of Stock [Line Items]
Shares authorized						3,333,333
Preferred Stock, Par or Stated Value Per Share						$ 3.00
Series B Preferred Stock [Member]
Class of Stock [Line Items]
Shares authorized						8,571,429
Preferred Stock, Par or Stated Value Per Share						$ 3.50

Stock Option Plans (Details Narrative) - 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 [Line Items]
Stock options vested and exercisable	3,724,957	3,202,354
Number of Stock options, Exercised	12,500	0
Share-based Compensation Arrangement by Share-based Payment Award, Options, Outstanding, Intrinsic Value	$ 28.9
Aggregate intrinsic value of stock options unvested	4.1
Aggregate intrinsic value of stock options vested and exercisable	$ 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	6 years 3 months	6 years 3 months
Share-based Compensation Arrangement by Share-based Payment Award, Fair Value Assumptions, Expected Dividend Rate	0.00%	0.00%
Estimated volatility	92.80%	106.10%
Number of stock options, forfeited and expired		0
Number of stock options, forfeited	328,718
Number of stock options, expired	0
Share-based Compensation Arrangement by Share-based Payment Award, Options, Vested and Expected to Vest, Outstanding, Weighted Average Remaining Contractual Term	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	4 years 5 months 15 days
Number of stock options Vested during the period	461,701	400,632
Share-based Payment Arrangement, Nonvested Award, Option, Cost Not yet Recognized, Amount	$ 6.6
Unrecognized compensation expected to be recognized weighted-average period	2 years 3 months 21 days
Stock Option Plan [Member]
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Number of shares authorized to issue under plan			7,444,800	16,000,000	8,000,000
Omnibus Equity Incentive Plan [Member]
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
common stock reserved for future issuance	11,000,000

Summary of Stock Options (Details) - $ / shares	12 Months Ended
Summary of Stock Options (Details) - $ / shares	Dec. 31, 2021	Dec. 31, 2020
Share-based Payment Arrangement [Abstract]
Number of Stock Options Outstanding, at Beginning of Period	4,101,943	3,139,855
Number of Stock Options, Granted	1,346,947	962,088
Number of Stock Options, Forfeited	328,718
Number of Stock options, Exercised	12,500	0
Number of Stock Options Outstanding, at End of Period	5,107,672	4,101,943
Options Unvested at December 31, 2021	1,382,715
Options Vested and exercisable at December 31, 2021	3,724,957	3,202,354
Weighted Average Fair value Price Per Share, at Beginning of Period	$ 1.43	$ 0.82
Share-based Compensation Arrangement by Share-based Payment Award, Options, Grants in Period, Weighted Average Grant Date Fair Value	5.36	3.44
Share-based Compensation Arrangement by Share-based Payment Award, Options, Nonvested Options Forfeited, Weighted Average Grant Date Fair Value	2.17
Weighted Average Fair Value Price Per Share, Exercised	0.39
Weighted Average Fair value Price Per Share, at Ending of Period	2.30	1.43
Weighted Average Fair Value Unvested at December 31, 2021	5.41
Weighted Average Fair Value Vested and exercisable at December 31, 2021	1.14
Weighted Average Exercise Price Per Share, at Beginning of Period	1.30	0.88
Share-based Compensation Arrangements by Share-based Payment Award, Options, Grants in Period, Weighted Average Exercise Price	5.81	2.69
Share-based Compensation Arrangements by Share-based Payment Award, Options, Forfeitures in Period, Weighted Average Exercise Price	2.06
Weighted Average Exercise Price Per Share, Exercised	0.54
Weighted Average Exercise Price, at End of Period	2.44	$ 1.30
Weighted Average Exercise Price Unvested at December 31, 2021	5.92
Weighted Average Exercise Price Vested and exercisable at December 31, 2021	$ 1.16

Schedule of Share Based Compensation Expense (Details) - USD ($)	12 Months Ended
	Dec. 31, 2021	Dec. 31, 2020
Share-based Payment Arrangement, Expensed and Capitalized, Amount [Line Items]
Total	$ 2,314,682	$ 1,295,423
Research and Development Expense [Member]
Share-based Payment Arrangement, Expensed and Capitalized, Amount [Line Items]
Total	964,926	635,824
General and Administrative Expense [Member]
Share-based Payment Arrangement, Expensed and Capitalized, Amount [Line Items]
Total	$ 1,349,756	$ 659,599

Schedule of Fair Value, Assets and Liabilities Measured on Recurring Basis (Details)	Dec. 31, 2021 USD ($)
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]
Public Warrants Liability	$ 10,292,500
Private Placement Warrants Liability	427,630
Fair value of liabilities	10,720,130
Fair Value, Inputs, Level 1 [Member]
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]
Public Warrants Liability	10,292,500
Fair value of liabilities	10,292,500
Fair Value, Inputs, Level 3 [Member]
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]
Private Placement Warrants Liability	427,630
Fair value of liabilities	$ 427,630

Schedule of Change in Fair Value Instruments (Details) - Fair Value, Inputs, Level 3 [Member]	12 Months Ended
	Dec. 31, 2021 USD ($)
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]
Fair value liabilities, Beginning balance	$ 0
Initial Measurement on the Closing Date	244,062
Changes in fair value of Private Placement Warrant liability	183,568
Fair value of liabilities	$ 427,630

Fair Value Measurements (Details Narrative) - USD ($)	12 Months Ended
Fair Value Measurements (Details Narrative) - USD ($)	Dec. 31, 2021	Dec. 31, 2020
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]
Assets fair value disclosure	$ 0	$ 0
Fair Value, Recurring [Member]
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]
Liabilities fair value disclosure	$ 0	$ 0
Public Warrants [Member]
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]
Sale of stock description	Each whole Public Warrant entitles the holder to purchase one share of the Company’s common stock at a price of $11.50 per share
Warrant price	$ 0.01
Redemption of warrants description	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 trading days within a
Warrants outstanding	5,750,000
Initial Measurement on the Closing Date	$ 6,300,000
Changes in fair value of Private Placement Warrant liability	$ 4,000,000.0
Public Warrants [Member] \| Common Stock [Member]
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]
Share issued price	$ 11.50
Private Placement Warrants [Member]
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]
Warrants outstanding	208,600

Schedule of Key Inputs into Monte Carlo Simulation (Details)	Dec. 31, 2021 $ / shares	Oct. 22, 2021 $ / shares
Fair Value Measurement Inputs and Valuation Techniques [Line Items]
Initial measurement inputs, expected term remaining (years)	4 years 9 months 21 days	5 years
Closing common stock price on the measurement date	$ 7.81	$ 8.44
Risk-Free Interest Rate [Member]
Fair Value Measurement Inputs and Valuation Techniques [Line Items]
Initial measurement inputs	0.0124	0.0122
Implied Volatility [Member]
Fair Value Measurement Inputs and Valuation Techniques [Line Items]
Initial measurement inputs	0.430	0.255

Schedule of Deferred Tax Assets and Liabilities (Details) - USD ($)	Dec. 31, 2021	Dec. 31, 2020
Income Tax Disclosure [Abstract]
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
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

Income Taxes (Details Narrative) - USD ($)	12 Months Ended
Income Taxes (Details Narrative) - USD ($)	Dec. 31, 2021	Dec. 31, 2020
Operating Loss Carryforwards [Line Items]
Reconcilation effective tax rate	21.00%
Increase (decrease) in valuation allowance of asset	$ 2,980,000	$ (4,226,000)
Federal net operating losses	$ 25,175,483
Effective income tax rate percentage amount	80.00%
Uncertain tax provision amount	$ 0	0
Income tax penalties accrued	0	0
Income tax interest accrued	$ 0	$ 0
Earliest Tax Year [Member]
Operating Loss Carryforwards [Line Items]
Income tax examination year	2015
Latest Tax Year [Member]
Operating Loss Carryforwards [Line Items]
Income tax examination year	2021

Schedule of Income Tax Rate Reconciliation (Details) - USD ($)	12 Months Ended
	Dec. 31, 2021	Dec. 31, 2020
Income Tax Disclosure [Abstract]
Net (loss) income before tax	$ (17,144,531)	$ 20,117,773
Federal income tax at statutory rate	(3,600,352)	4,224,732
State income tax, amount	(9,849)	0
Permanent items	1,029,874	918
Valuation allowance	2,679,238	(4,225,651)
Total
Effective Income Tax Rate Reconciliation, Other Adjustments, Amount	$ (98,911)	$ 1
Federal income tax at statutory rate, percentage	21.00%	21.00%
State income tax percentage	0.06%
permanent items, Percentage	(6.01%)	(0.01%)
Valuation allowance, percentage	(15.63%)	(20.99%)
Effective Income Tax Rate Reconciliation, Other Adjustments, Percent	0.58%
Effective income tax rate reconciliation	0.00%	0.00%

Related Party Transactions (Details Narrative) - USD ($)	12 Months Ended
	Dec. 31, 2021	Dec. 31, 2020	Feb. 24, 2016
Related Party Transaction [Line Items]
Consulting fees	$ 25,000	$ 25,000
Due from related party	6,250	6,250
Purchases from related party		19,000
Lease payments	1,147,000	564,000
Dakota Ag Properties [Member]
Related Party Transaction [Line Items]
Lease payments	435,000	401,000
Sanford Health Corporation [Member]
Related Party Transaction [Line Items]
Due from related party	0	10,000
Lease payments	$ 108,000	$ 152,000
Christiansen Land and Cattle Ltd [Member] \| Revolving Credit Facility [Member]
Related Party Transaction [Line Items]
Long-term Line of Credit			$ 3,000,000.0

Employee Benefit Plan (Details Narrative) - USD ($)	12 Months Ended
Employee Benefit Plan (Details Narrative) - USD ($)	Dec. 31, 2021	Dec. 31, 2020
Retirement Benefits [Abstract]
Percentage of employee contribution matching contribution	100.00%	50.00%
Percentage of employee contribution	3.00%	2.00%
Employee contribution amount	$ 325,000	$ 188,000

Joint Development Agreement (Details Narrative)	1 Months Ended	12 Months Ended
Joint Development Agreement (Details Narrative)	Jun. 30, 2019 USD ($) ft²	Dec. 31, 2021 USD ($)	Dec. 31, 2020 USD ($)
Defined Benefit Plan Disclosure [Line Items]
Lease payments		$ 1,147,000	$ 564,000
Design costs expense		57,183,589	27,908,659
University of South Dakota Research Park Inc [Member]
Defined Benefit Plan Disclosure [Line Items]
Number of lease agreement square feet \| ft²	41,195
Lease completion of building initial term	12 years
Lease payments	$ 118,000
Design costs		2,120,000	2,120,000
Design costs expense		580,000	580,000
Budget remaining		2,700,000	2,700,000
Receivables project		0	0
Payables project		$ 0	$ 0
University of South Dakota Research Park Inc [Member] \| Maximum [Member]
Defined Benefit Plan Disclosure [Line Items]
Pre construction costs	$ 2,700,000

Subsequent Events (Details Narrative)		1 Months Ended	12 Months Ended
Subsequent Events (Details Narrative)	Mar. 28, 2022 USD ($) ft²	Jan. 31, 2022 USD ($) shares	Dec. 31, 2021 USD ($)	Dec. 31, 2020 USD ($)
Subsequent Event [Line Items]
Restricted cash			$ 6,338,306
Rent due on annual basis			1,147,000	$ 564,000
Sanford [Member]
Subsequent Event [Line Items]
Rent due on annual basis			108,000	$ 152,000
Subsequent Events [Member] \| Third Amendment to Amended and Restated Lease Agreement [Member] \| Sanford [Member] \| Storage, Laboratory and Office Space [Member]
Subsequent Event [Line Items]
Area of property leased \| ft²	4,035
Rent due per square foot	$ 25.27
Rent due on annual basis	841,061
Rent due on monthly basis	$ 70,088
Forward Share Purchase Agreement [Member]
Subsequent Event [Line Items]
Restricted cash			6,300,000
Restricted cash remaining			$ 800,000
Forward Share Purchase Agreement [Member] \| Subsequent Events [Member]
Subsequent Event [Line Items]
Repurchase of common stock shares \| shares		546,658
Payment for repurchase common stock		$ 5,500,000
Forward purchase liability		$ 0